OFFICIAL PROCEEDINGS OF THE

BOARD

OF WATER, ELECTRIC,

AND COMMUNICATIONS TRUSTEES

THE CITY OF MUSCATINE, IOWA

JANUARY 27, 2015- 5:30 P.M.

The Board of Trustees met in regular session at Muscatine Power and Water's

Administration/Operations

Building, 3205 Cedar Street, Muscatine, Iowa, on Tuesday,

January 27, 2015,

at 5:30 p.m.

Chairperson McGinnis

called the meeting to order. Members of the Board were present as

follows: Trustees Warren Heidbreder, Steven Bradford, Susan Eversmeyer, Doyle Tubandt,

and Tracy McGinnis.

Also present were Sal LoBianco, General Manager of Muscatine Power and Water; Jerry

Gowey, Board Secretary;

Charles Potter, Muscatine Journal; Erika Cox, Tim

Reed, Gage

Huston, Brandy Olson, and Brenda Christensen of Muscatine Power and Water.

Chairperson McGinnis asked

if there was anyone in attendance who wished to make any

public comments. There were no comments.

The minutes

of the December 18, 2014, regular meeting and December 18, 2014,

Audit/Finance

Committee meeting were presented as previously submitted to all Board

members in

written form. Trustee Tubandt moved, seconded by Trustee Bradford, that the

December 18, 2014,

regular meeting minutes be approved as submitted and that the

meeting minutes

of the December 18, 2014, Audit/Finance Committee Meetings be received

and

placed on file. All Trustees voted aye. Motion carried.

The

list of expenditures and transactions for December 2014 was presented as previously

submitted to all Board members in written form. After review and discussion of the

expenditures, Trustee Heidbreder moved, seconded by Trustee Eversmeyer,

to ratify

payment

of $9,770,352.30 for the Electric Utility, $741,181.42 for the Water Utility, and

$965,263.91

for the Communications Utility for a cumulative total of $11,476,797.63. All

Trustees voted aye. Motion carried.

Mr. LoBianco introduced the next item on the agenda as approval of Reimbursement

Resolutions for all three Utilities, as recommended by Bond Counsel on an annual basis. The

Ten-Year Electric and Water Financial Projections indicate substantial capital expenditures

which may require various borrowings in 2015 and beyond. The recommended

resolutions

are similar to what the Board has adopted in past years and state that the Board reasonably

expects to reimburse itself or pay for capital expenditures from the proceeds of future debt

issuance. The Board

may then issue tax-exempt debt for capital projects paid within 60 days

prior to passage of the Resolution or paid after passage of the Resolution. Reimbursement

must be completed

within 18 months of (a) the original expenditure; or (b) the date the

project

is in service, but in no event more than 3 years after the original expenditure is paid.

The Reimbursement

Resolutions do not obligate the Board to undertake a borrowing or to

ITEM 12B

Board Minutes

January 27, 2015

Page 2 of6

include all qualifying capital projects in a given debt issuance, but it does give the Board the

ability to include those projects if they otherwise qualify and the economics warrant.

After discussion and review,

the following resolutions were submitted.

RESOLUTION 15-01

DECLARATION OF OFFICIAL INTENT OF THE CITY OF MUSCATINE, JOWA, ACTING BY

AND THROUGH ITS BOARD OF WATER, ELECTRIC, AND COMMUN/CATIONS TRUSTEES

OF THE CITY OF MUSCA TINE, /OWA TO REIMBURSE CERTAIN EXPENDITURES FROM

PROCEEDS OF INDEBTEDNESS FOR THE ELECTRIC UTILITY

WHEREAS, the City of Muscatine, Iowa, (the "Issuer") acting by and through its

Board

of Water, Electric, and Communications Trustees (the "Board") intends to

acquire land, construct, improve, furnish, and equip extensions, improvements, and

other capital projects related to the MP&W Electric Utility (collectively the

"Projects"); and

WHEREAS, the Issuer expects to pay certain expenditures (the "Reimbursement

Expenditures") in connection

with the Projects prior to the issuance of indebtedness

for the purpose of financing costs associated with the Projects on a long-term basis;

and

WHEREAS, the Issuer reasonably expects that debt obligations in an amount not

expected

to exceed $21,000,000 will be issued with respect to financing of the

Projects and that certain of the proceeds of such debt obligations will be used to

reimburse the Reimbursement Expenditures; and

WHEREAS, the Issuer desires to comply with the requirements of Treasury

Regulation

1.150-2 (the "Regulations") with respect to the Projects;

NOW

THEREFORE, it is hereby resolved by the Board of Water, Electric, and

Communications Trustees

of the City of Muscatine, Iowa, as follows:

Section 1. The Issuer finds and determines that the foregoing recitals are

true and correct.

Section 2. This declaration is made solely for the purpose of establishing

compliance with the requirements of Section 1.150-2 of the

Treasury Regulations. This declaration does not bind the Issue to

make any expenditure, incur any indebtedness, or proceed with

the Projects.

Section 3. The Issuer hereby declares its official intent to use proceeds of

indebtedness

reimburse

itself

for

Reimbursements

Expenditures

with respect to the Projects.

Section 4. This declaration shall take effect from and after its adoption.

The undersigned

herby certifies that the foregoing is a full, true, and correct copy of

the declaration of the Board of said Issuer duly made at a meeting held on January

Board Minutes

January 27, 2015

Page 3 of6

27, 2015, and that said declaration has not been amended, modified, or revoked by

said Board

of Water, Electric, and Communications Trustees.

Trustee Heidbreder moved, seconded by Trustee Tubandt,

that the resolution should be

passed, approved, and adopted this 27th day of January 2015. On roll call Trustees

Heidbreder, Bradford, Eversmeyer, Tubandt and McGinnis voted aye. Voting nay, none.

Resolution carried.

RESOLUTION 15-02

DECLARATION OF OFFICIAL INTENT OF THE CITY OF MUSCATINE, IOWA, ACTING BY

AND THROUGH ITS BOARD OF WATER, ELECTRIC, AND COMMUNICATIONS TRUSTEES

OF THE CITY OF MUSCATINE, IOWA TO REIMBURSE CERTAIN EXPENDITURES FROM

PROCEEDS OF INDEBTEDNESS FOR THE WATER UTILITY

WHEREAS, the City of Muscatine, Iowa, (the "Issuer") acting by and through its

Board

of Water, Electric, and Communications Trustees (the "Board") intends to

acquire land, construct, improve, furnish, and equip extensions, improvements, and

other capital projects related to the MP&W Water Utility (collectively the

"Projects"); and

WHEREAS, the Issuer expects to pay certain expenditures (the "Reimbursement

Expenditures") in connection

with the Projects prior to the issuance of indebtedness

for the purpose of financing costs associated with the Projects on a long-term basis;

and

WHEREAS, the Issuer reasonably expects that debt obligations in an amount not

expected to exceed $11,000,000 will be issued with respect to financing of the

Projects and that certain of the proceeds of such debt obligations will be used to

reimburse the Reimbursement Expenditures; and

WHEREAS, the Issuer desires to comply with the requirements of Treasury

Regulation

1.150-2 (the "Regulations") with respect to the Projects;

NOW THEREFORE, it is hereby resolved by the Board of Water, Electric, and

Communications Trustees

of the City of Muscatine, Iowa, as follows:

Section 1. The Issuer finds and determines that the foregoing recitals are

true and correct.

Section 2. This declaration is made solely for the purpose of establishing

compliance

with the requirements of Section 1.150-2 of the

Treasury Regulations. This declaration does not bind the Issue to

make any expenditure, incur any indebtedness, or proceed with

the Projects.

Section

3. The Issuer hereby declares its official intent to use proceeds of

indebtedness

reimburse

itself for

Reimbursements

Expenditures

with respect to the Projects.

Board Minutes

January

27, 2015

Page 4 of6

Section 4. This declaration shall take effect from and after its adoption.

The undersigned

herby certifies that the foregoing is a full, true, and correct copy of

the declaration of the Board of said Issuer duly made at a meeting held on January

27, 2015, and that said declaration has not been amended, modified, or revoked by

said Board

of Water, Electric, and Communications Trustees.

Trustee Tubandt moved, seconded by Trustee Eversmeyer, that the resolution should be

passed, approved, and adopted this

27th day of January 2015. On roll call Trustees

Heidbreder, Bradford, Eversmeyer, Tubandt and McGinnis voted aye. Voting nay, none.

Resolution carried.

RESOLUTION 15-03

DECLARATION OF OFFICIAL INTENT OF THE CITY OF MUSCATINE, IOWA, ACTING BY

AND THROUGH ITS BOARD OF WATER, ELECTRIC, AND COMMUNICATIONS TRUSTEES

OF THE CITY OF MUSCATINE, /OWA TO REIMBURSE CERTAIN EXPENDITURES FROM

PROCEEDS OF INDEBTEDNESS FOR THE COMMUN/CATIONS UTILITY

WHEREAS, the City of Muscatine, Iowa, (the "Issuer") acting by and through its

Board

of Water, Electric, and Communications Trustees (the "Board") intends to

acquire land, construct, improve, furnish, and equip extensions, improvements, and

other capital projects related to the MP&W Communications Utility (collectively the

"Projects"); and

WHEREAS, the Issuer expects to pay certain expenditures (the "Reimbursement

Expenditures") in connection

with the Projects prior to the issuance of indebtedness

for the purpose of financing costs associated with the Projects on a long-term basis;

and

WHEREAS, the Issuer reasonably expects that debt obligations in an amount not

expected to exceed $14,000,000 will be issued with respect to financing of the

Projects and that certain of the proceeds of such debt obligations will be used to

reimburse the Reimbursement Expenditures; and

WHEREAS, the Issuer desires to comply with the requirements of Treasury

Regulation

1.150-2 (the "Regulations") with respect to the Projects;

NOW THEREFORE, it is hereby resolved by the Board of Water, Electric, and

Communications Trustees

of the City of Muscatine, Iowa, as follows:

Section

The Issuer finds and determines that the foregoing recitals are

true and correct.

Section

2. This declaration is made solely for the purpose of establishing

compliance

with the requirements of Section 1.150-2 of the

Treasury Regulations. This declaration does not bind the Issue to

make any expenditure, incur any indebtedness, or proceed with

the Projects.

Board Minutes

January 27,

2015

Page

5 of6

Section 3. The Issuer hereby declares its official intent to use proceeds of

indebtedness

reimburse

itself

for

Reimbursements

Expenditures

with respect to the Projects.

Section 4. This declaration shall take effect from and after its adoption.

The undersigned

herby certifies that the foregoing is a full, true, and correct copy of

the declaration of the Board of said Issuer duly made at a meeting held on January

27, 2015, and

that said declaration has not been amended, modified, or revoked by

said Board

of Water, Electric, and Communications Trustees.

Trustee Eversmeyer moved, seconded by Trustee Tubandt, that the resolution should be

passed, approved, and adopted this 27th day of January 2015. On roll call Trustees

Heidbreder, Bradford, Eversmeyer, Tubandt and McGinnis voted aye. Voting nay, none.

Resolution carried.

Mr. LoBianco next asked the Board for approval of the revised 2015 Critical Issues. He

reviewed the recommended revisions to the Critical Issues to ensure that they are reflective

of current Utility conditions. After discussion, Trustee Heidbreder moved, seconded by

Trustee Bradford

to approve the 2015 Critical Issues. All Trustees present voted aye. Motion

carried.

There were no items

to review in the General Managers Report.

The December

Financial Operating Statements and Balance Sheets and the Quarterly

Investment

Report were presented as previously submitted to all Board members in written

form

Mr. LoBianco stated that 2014 Year-End Financials would be covered in the Key

Performance Indicators presentation. Trustee Bradford moved, seconded by Trustee

Tubandt,

to receive and place on file the December Financial Operating Statements and

Balance Sheets

for the Water, Electric, and Communications Utilities, along with the

Quarterly Investment Report. All Trustees voted aye. Motion carried.

The

Competitive Quotes for Public Improvements Report was presented as previously

submitted to all Board members in written form. There were no items for approval.

Mr. LoBianco reviewed the Quarterly Project Status Report and Variance Analysis that was

previously submitted to all Board members in written form. Trustee Tubandt moved,

seco

nded by Trustee Eversmeyer,

to receive and place on file the Quarterly Project Status

Report and Variance Analysis. All Trustees voted aye. Motion carried.

The

Critical Issues and Key Performance Indicators for the Water, Electric, and Communi-

cations Utilities were previously submitted to all Board members in written form

Mr.

LoBianco

informed the Board that a condensed version of the presentation would be

reviewed

at the meeting, but encouraged the Board to ask any question that they had from

the full version provided in the Board Packet. He then asked each Critical Issue leader to

review the status of their Critical Issue and stated that Mr. Gowey would review the Key

Performance Indicators sections. After review and discussion, Trustee Heidbreder moved,

seconded

by Trustee Bradford, to receive and place on file the 2014 Year End Critical Issues

Board Minutes

nuary 27

2015

Page 6 of6

and Key Performance Indicators for the Water, Electric, and Communications Utilities.

Motion carried. All Trustees voted aye

The December departmental reports were presented

as previously submitted to all Board

members in

written form. After discussion, Trustee Tubandt moved, seconded by Trustee

Bradford,

to receive and place on file the December departmental reports. All Trustees

voted

aye. Motion carried.

The meeting was adjourned

at 6:40 p.m.

BOARD OF WATER, ELECTRIC, AND

COMMUNICATIONS TRUSTEES OF THE CITY

OF MUSCATINE, IOWA

1)~

rry Gowey

Board Secretary