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HomeMy WebLinkAbout2024-021-11.14.2024 Amending Issuance of Taxable Comm. Utility Rev Capital Loan Notes, Series 2023BOARD 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: Andrew Van Fleet Michael Y Theodore Batemon Rich Kurtenbach Wienands BOARD OF TRUSTEES for term ending January 14, 2025 for term ending December 28, 2026 for term ending February 24, 2026 for term ending December 12, 2028 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. Witness our hands and the seal of the City of Waterloo, State of Iowa, this day of Allx/P1M , 2024. Mayor ATTEST: City Clerk (SEAL) 4890-6974-1299 v.1 y owg irn) t! !I f , ., IV I { Ltr :kA ,.z Aj t ttA i /f vt 1t 1l �fr L of l A i` WA 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: Andrew Van Fleet BOARD OF TRUSTEES for term ending January 14, 2025 Michael Young ,for term ending December Theodore Batemon Rich Kurtenbach 2026 for term ending Februairy 24, 2026 for term ending December 12, 2028 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. Witness our hands and the seal of the City of Waterloo, State of Iowa, this R day of Alwm tv , 20240 l stti-�-Iu,le�— Mayor ATTFCT• (SEAL) J890-6974-1299 v.I 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 Niue 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 conhol 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. 714 Witness my hand and seal of the City this _Zday of , 2024. City ber (SEAL) 4865-5748A531 v.l ORGANIZATION CERTIFICATE STATE OF IOWA ) COUNTY OF BLACK HAWK )SS I, the City Cletk 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 heId 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 tlueatened any question or litigation whatsoever touching the establishment, or the improvements or extensions of the Municipal Communications Utility. Witness my hand and seal of the City this 96 day of 2024. City Cl r (SEAL) 4865-5748-453t v.l is 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: UY o'clock —P..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 Ap:::� 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 SpjQ d Q t session, in the Harold Wetty Council Chambers, 715 Mulberry Street, Waterloo, Iowa, at 6 (Ar o'clockM., on the above date. There were present Chairperson VOL9) Be , m the chair, and the following named Board Members: Absent:ii Board Member AW A v) hq 6 introduced the following Resolution and moved its adoption. Board Member seconded the motion to adopt. The roll was called and the vote was: AYES: bwk NAYS: /1/OdLG 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 can 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 Boazd 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 lq6� day of Aimbe' 2024. auperson ATTEST: 41L Secretaiy of a 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. WITNESS my hand and the seal of the Board hereto affixed this 7 day of (t- 2024. Secretary ofoe Board of Trustees, Waterloo Municipal Mommunications Utility, Waterloo, State of Iowa -5- is Notice to be posted) NOTICE AND CALL OP PUBLIC MEETING Governmental no 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: �V o'clock T--.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 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 o he Board of Trustees, Waterloo Municipal ommunications Utility, Waterloo, State of Iowa November 14, 2024 The Board of Trustees of the Waterloo Municipal Communications Utility, State of Iowa, met in, gefia session, in the Harold E. Getty Council Chambers, 715 Mulberry Street, Waterlog, Iowa, at 14. o'clock �.M., on the above date. There were present Chairperson y in the chair, and the following named Board Members: Absent: 4.� Board Member �� introduced the following Resolution and moved its adoption. Board Member youN seconded the motion to adopt. The roll was called and the vote was: AYES: hL(`. NAYS: /V"o 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 can 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 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 Disbw•sement 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 necessaty to any 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. �—/ day of Z 20246 ATTEST: Secretary lEpe Board of Trustees Chairperson -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. �/ WITNESS my hand and the seal of the Board hereto affixed this / / day of ✓ "(q{✓ 20244 Secretary of Board of Trustees, Waterloo Municipal q9frimunications Utility, Waterloo, State of Iowa (SEAL) sir REGISTERED CERTIFICATE NO, 1 UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF BLACK HAWK CITY OF WATERLOO REGISTERED $4,000,000 TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE SERIES 2023 (REPLACEMENT NOTE) Interest Rate Maturity Date Orieinal Dated Date Amendment Date 6.00%through December 1, 2024 5.75% beginning December 2, 2024 December 1, 2026 September 20, 2023 December 2, 2024 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 CEDAR RAPIDS BANK &TRUST, CEDAR RAPIDS, 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 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 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 (as amended) 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, 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 daysnotice of redemption shall be given to the registered owner of the Note. Failure tc 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 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 authentication: 2024 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 CITY OF WATERLOO, STATE OF IOWA, BY AND THROUGH THE BOARD OF TRUSTEES OF THE WATERLOO MUNICIPAL COMMUNICATIONS UTI Chairperson of t e oard of Trustees ATTEST: By: Secret of the Boar of Trustees Regishar and Transfer Agent: Secretary of the Board of Trustees j »r� Paying Agent: Secretary of the Board of Trustees RECORD OF ADVANCES mount Date mount Datc 1 $ 6 $ 2 $ 7 $ 3 $ 8 $ 4 $ 9 $ 5 $ 1 10 Is 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 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 signs) here) SIGNATURE ) GUARANTEED IMPORTANT -READ CAREFULLY The signatures) to this Power must correspond with the names) 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 Transferees) Address of Transferees) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Partnership Corporation 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 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) 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 $490009000; and 2. The Final Maturity date shall be extended to December 1, 2026; and 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. 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 day of �/ov�1t , 2024. CITY OF WATERLOO, IOWA, by and through its Board of Trustees of the Waterloo Municipal Communications Utility (Issuer) /f By: Attest: Secretary the Board of Trustees 4865-9117-0291 v.l 2 of the ard of Trustees (SEAL) CEDAR RAPIDS BANK & TRUST, CEDAR RAPIDS, IOWA (Lender) By: Signature Title 3 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 $450005000; and 2. The Final MaturiTy date shall be extended to December 1, 2026; and 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. 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. 1N 111ITNE,4S� �EREOF, we have hereunto affixed our signatures all as of the CITY OF WATERLOO, IOWA, by and through its Board of Trustees of the Waterloo Municipal Communications Utility (Issuer) Chairperson of t e oard of Trustees Attest: M��n-A- FOOdd S ` 2 CEDAR RAPIDS BANK & TRUST, CEDAR RAPIDS, IOWA (Lender) By: Signature Title 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 Amount Interest Rate $4,000,000 6.00%thtough 12/1/2024 5.75% beginning 12/2/2024 Maturity December 1 EIIYS• .� 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 conhoversy 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 $450005000 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 day of 20244 hairperson ecretar the oard of Trustees (SEAL) 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 I $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 day of 2024. Joe the Board of Trustees (SEAL) 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 furthertcertify that all meetings of the Board of Trustees at which action was taken in connection with Lou 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 day of , 2024, at Waterloo, Iowa. (SAT ecretary of Board of Trustees, Waterloo 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 14071 riginal Signature) STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) Subscribed and sworn to before me by Andy VanFleet and Kelley Felchle on this day of NpQemjkXX, 20244 ��"'"Qs LEANN M EVEN * * COMMISSION NO, 731693 MYY9 EXPIRES sown 1\-tl F (SEAL) i l 4859—B33 128� n \ Li" ; Notai j blic in a \d for Black Hawk County, Iowa 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. r hand and the seal of the Board hereto attached this / /� day of 324, at Waterloo, Iowa. 4 Secretary of a Board of Trustees, Waterloo 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 •gnature) Secretary: Kelley Felchle (Original Signature) STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) Subscribed and worn to before me by Andy VanFleet and Kelley Felchle on this day of , 20244 LEANN M EVEN ** COyMMISSION NO.731693 Notary ublic in a d for Black Hawk County, M \F MS 1� P ES °WP Iowa (SEAL)