HomeMy WebLinkAboutTaxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series 2023 (Amendment) (It Ahlers&Cooney,P.C.
A H L E R S COONEY Attorneys at Law
100 Court Avenue,Suite 600
A T T O R NEYS Des Moines, Iowa 50309-2231
Phone: 515-243-7611
Fax: 515-243-2149
www.ahlerslaw.com
Steven M. Nadel
515.246.0306
snadel@ahlerslew.com
December 4, 2024
City of Waterloo
Kelley Felchle
City Clerk
715 Mulberry Street
Waterloo, Iowa 50703
RE: Waterloo Municipal Communications Utility, City of Waterloo, State of Iowa
Taxable Communications Utility Revenue Capital Loan Notes Anticipation
Project Note, Series 2023 (Amendment)
Dear Kelley:
Enclosed please find the documents which complete the transcript of the above issue,
which closed on December 2, 2024.
Please call if you have any questions. We appreciate the opportunity to work with you.
Very truly yours,
AHLERS & COONEY, P.C.
By
isi Saveft 711, 714dd
Steven M. Nadel
SMN:jr
Encl.
WISHARD & 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, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. - 1990
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The Board Of Trustees of the Waterloo Municipal
Communications Utility, City of Waterloo, State of Iowa.
Date of Meeting: November 14, 2024
Time of Meeting: lillr o'clock I? .M.
Place of Meeting: 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 5- 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 of the oard of Trustees, Waterloo
Municipal Communications Utility, Waterloo,
State of Iowa
November 14, 2024
The Board of Trustees of the Waterloo Municipal Communications Utility, State of Iowa,
met in SPQ C. Q C session, in the Harold Getty Council Chambers, 715 Mulberry
Street, Waterloo, Iowa, at 6 L..W o'clock r .M., on the above date. There were present
Chairperson Arzfl Val Ree in the chair, and the following named Board Members:
krciAA Vail Fke,f-, Rfr bci,
i/4 Yawvl , led hi&ineri
5
Absent: Afl1'( W it t/i and c
* * * * * * *
Board Member ka'ki C'1 introduced the following Resolution and moved
its adoption. Board Member byh0 seconded the motion to adopt. The roll
was called and the vote was:
AYES: UV•
NAYS: /VOV(,C •
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 "Loan
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 Loan 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 authorized the 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
-2-
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 COMMUNICATIONS 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%per annum, with the original
interest rate of 6%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
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.
-3-
PASSED AND APPROVED this I day of AIR144b/A/ , 2024.
airperson
ATTEST:
Secretary of e Board of Trustees
-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 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.
v WITNESS my hand and the seal of the Board hereto affixed this / day of
✓ V ✓ , 2024.
Secretary of Board of Trustees, Waterloo
Municipal munications Utility, Waterloo,
State of Iowa
(SEAL)
,.., -5-
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:
1. The principal amount shall be increased to $4,000,000; and
2. The Final Maturity date shall be extended to December 1, 2026; and
3. The interest rate shall be reduced to 5.75% per annum, with the original
interest rate of 6% 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
4. 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 full
effect.
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the
141'day of,4djjektib(,.. , 2024.
1
CITY OF WATERLOO, IOWA, by and through its Board of Trustees of the Waterloo
Municipal Communications Utility (Issuer)
411
Chairperson of t 14:oard of Trustees
Attest:
Secreta of the Board of Trustees
(SEAL)
4865-9117-0291 v.1
2
CEDAR RAPIDS BANK& TRUST, CEDAR RAPIDS, IOWA (Lender)
By: V`
Sig e
S4P
!
Title
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 76.13, 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 Interest Maturity
Amount Rate December 1
$4,000,000 6.00%through 12/1/2024 2026
5.75%beginning 12/2/2024
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 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 or the Replacement Note has been repealed, revoked,
rescinded, or modified in any manner.
We further certify 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 certify that the present financial condition of the Municipal Communications
Utility is as follows:
Total communications utility revenue bonded indebtedness,
including above- mentioned Amended Taxable $4,000,000
Communications Utility Revenue Capital Loan Notes
Anticipation Project Note, Series 2023
All other indebtedness of any kind, payable from $0.00
Communications Utility Revenue
IN WITNESS WHEREOF, we have hereunto affixed our hands at the City of Waterloo,
State of Iowa, this 2''''1 day of 9JeGevvI6eR. , 2024.
Chairperson
Secreta of the Board of Trustees
(SEAL)
4857-8953-343 v.l
(71",Y A f.!--f,l''l'•,,¢ `i
1, r 4 7e,
l
' K“ vet`,
i
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 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
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 2024, and
now are, the legally elected, constituted and acting Board of Trustees of the Municipal
Communications Utility of the City.
I further certify 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 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 /4 day of
` , 2024, at Waterloo, Iowa.
ecretary of Board of Trustees, Waterloo
(SEAL) Municipal mmunications 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 Signature)
Secretary: Kelley Felchle
riginal Signature)
STATE OF IOWA )
) SS
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me by Andy VanFleet and Kelley Felchle on this
D.114. day of N C V. , 2024.
tirsiAL, LEANN M EVEN Vi
° --- COMMISSION NO.731693
* * MY COMMISSION EXPIRES Not Public in a d for Black Hawk County,
rowA 1\-
Iowa
(SEAL)
4859-3535-1283,v.1
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.
Ins
Witness our hands and the seal of the City of Waterloo, State of Iowa, this
day of /UW4CIM ,✓ , 2024.
l
Mayor
ATTEST:
City Cler
(SEAL)
4890-6974-1299 v.1
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
certify that a Municipal Communications Utility was established in the City in the year 2005,
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 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 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. A �/
Witness my hand and seal of the City this / '
/ day of c'(/ULI , 2024.
City Cl
(SEAL)
4865-5748-4531 v.1
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