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HomeMy WebLinkAbout2025-033-12.16.2025_Updated_Amending_Authorizing_resolution_-_$6,000,000_Waterloo_MCU-_Taxable_CUR_CLNDecember 16, 2025 The Board of Trustees of the Waterloo Municipal Communications Utility, State of Iowa, met in special session, in the Harold E. Getty Council Chambers, 715 Mulberry Street, Waterloo, Iowa, at 1:00 o'clock P.M., on the above date. There were present Chairperson Van Fleet, in the chair, and the following named Board Members: Van Fleet, Batemon, Kurtenbach, Young __________________________________________________ Absent: Wienands * * * * * * * Docusign Envelope ID: 57C16174-7C46-4DA5-92F2-6A6A38AA2A15 -2- Board Member Kurtenbach introduced the following Resolution and moved its adoption. Board Member Batemon seconded the motion to adopt. The roll was called and the vote was: AYES: Van Fleet, Batemon, Kurtenbach and Young ___________________________________________ NAYS: None. Whereupon the Chairperson declared the following Resolution duly adopted: RESOLUTION NO. 2025-033 RESOLUTION AMENDING THE RESOLUTION ADOPTED SEPTEMBER 6, 2023, AUTHORIZING THE ISSUANCE OF TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE, SERIES 2023, AS AMENDED BY THE RESOLUTION ADOPTED NOVEMBER 14, 2024, AND AUTHORIZING EXECUTION AND DELIVERY OF A SECOND 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 by Resolution adopted November 14, 2024 (the “Amending Resolution”), the Issuer approved an amendment to the Prior Authorizing Resolution, increasing the principal amount of the loan to $4,000,000, revising the interest rate, extending the maturity date, and establishing a draw schedule for the additional principal, approved an Amendment to Interim Loan and Disbursement Agreement (the “First Amendment”), and approved a replacement Note (the “First Replacement Note”); and WHEREAS, it is deemed necessary and advisable that the Prior Authorizing Resolution and the Loan Agreement, as amended by the Amending Resolution and the First Amendment, be further amended to increase the principal amount of the Note, revise the interest rate, extend the maturity date, and establish a draw schedule for the additional principal amount (the “Amendments”); and Docusign Envelope ID: 57C16174-7C46-4DA5-92F2-6A6A38AA2A15 -3- WHEREAS, Cedar Rapids Bank & Trust of Cedar Rapids, Iowa (the Lender), as current holder of the Note, has authorized the Amendments; and WHEREAS, a Second Amendment to Interim Loan and Disbursement Agreement and a Second Replacement Note have been prepared to reflect the Amendments; and WHEREAS, the Second 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 exceed $6,000,000 Communications Utility Revenue Capital Loan Notes, which the Board authorized additional action upon by resolutions dated September 6, 2023, and November 19, 2025, 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, as amended, shall be and are hereby amended as follows, said Amendments to be effective December 30, 2025: a. The principal amount shall be increased to $6,000,000; and b. The Final Maturity date shall be extended to December 1, 2028; and c. The interest rate shall be revised to 6.15% per annum, with the current interest rate of 5.75% per annum remaining in place for the time period through and including December 29, 2025, and the amended interest rate of 6.15% per annum applicable for the time period on and after December 30, 2025, with interest at the amended rate (6.15%) accruing on the outstanding principal amount beginning on December 30, 2025 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 30, 2025; $450,000 on March 30, 2026; $450,000 on June 30, 2026; and $450,000 on September 30, 2026. Section 2. The Second Amendment to Interim Loan and Disbursement Agreement and the Second 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 Second Amendment to Interim Loan and Disbursement Agreement. Docusign Envelope ID: 57C16174-7C46-4DA5-92F2-6A6A38AA2A15 -4- Section 4. The First Replacement Note shall be cancelled and be of no further force or effect upon the execution of the Second 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. PASSED AND APPROVED this 16th day of December, 2025. Chairperson ATTEST: Secretary of the Board of Trustees Docusign Envelope ID: 57C16174-7C46-4DA5-92F2-6A6A38AA2A15 -5- CERTIFICATE STATE OF IOWA COUNTY OF BLACK HAWK ) ) SS ) 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. Docusign Envelope ID: 57C16174-7C46-4DA5-92F2-6A6A38AA2A15 -6- WITNESS my hand and the seal of the Board hereto affixed this 16th day of December, 2025. (SEAL) Secretary of the Board of Trustees, Waterloo Municipal Communications Utility, Waterloo, State of Iowa 4899-1044-1088-1\24268-003 Docusign Envelope ID: 57C16174-7C46-4DA5-92F2-6A6A38AA2A15