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HomeMy WebLinkAboutVandewalle & Associates-7/28/2014CITY OF WATERLOO, IOWA COMMUNITY PLANNING AND DEVELOPMENT 715 Mulberry Street • Waterloo, IA 50703 • (319) 291-4366 Fax (319) 291-4262 CITY OF WATERLOO Council Communication City Council Meeting: July 28, 2014 Prepared: July 23, 2014 Dept. Head Signature: Noel Anderson, Community Planning & Development Director # of Attachments: 1 SUBJECT: Adopt a resolution to approve the Vandewalle & Associates Proposed Scope of Work for 2014-2015 Agreement for Implementation of Services for the City of Waterloo, and authorize the Mayor and City Clerk to sign and fully execute any necessary documents. Submitted by: Noel Anderson, Community Planning and Development Director Recommended City Council Action: Resolution approving the agreement. Summary Statement: The City of Waterloo's agreement with Vandewalle & Associates is near expiration and staff has attached an Agreement for Implementation Services for 2014-2015. Please review the attached agreement. Vandewalle & Associates has worked with the City of Waterloo to create the Downtown Master Plan and Riverfront Renaissance Project. Simultaneously, Vandewalle & Associates is working with the WDC for the implementation and planning of some of the gaming revenue projects, and is working with the Cedar Valley Tech Works and Greater Cedar Valley Alliance for the Tech Works planning and campus creation. With many public facets of the Riverfront Renaissance beginning to shape, the Wayfinding underway, the work around the Cedar Valley Sportsplex, and some other potentially large development projects on the horizon, staff believes it is important to continue to have the expertise of Vandewalle & Associates to bring forth the private investment portions of the block -by -block redevelopment of Downtown Waterloo. The scope of work allows the City of Waterloo to use Vandewalle & Associates for planning, renderings for site development when speaking with developers, as well as creating business plans and recruiting tenants and new businesses to the area. This will include work on the River Loop marketing and fundraising; Expo and Public Market planning and marketing; Downtown Waterloo block -by -block development and signage / way finding; downtown housing in the Cedar River CIT BSITE: www.cityofwaterlooiowa.com WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Plaza and East 6th Street areas, and continued input on redevelopment design and uses. The agreement would be billed hourly, for a maximum of $72,000. The agreement is paid for out of Downtown Development TIF and bond funds. Expenditure Required. $72,000 Source of Funds: Downtown bond and TIF funds Policy Issue: Land Use and Economic Development Alternative: Not approve Background Information: The City of Waterloo has been working with Vandewalle & Associates for a number of years now to bring forth the Riverfront Renaissance, the Downtown Master Plan, and is now working to bring forth economic development to match some of these plans and objectives. Vandewalle & Associates INCORPORATED July 8, 2014 Agreement for Implementation Services 2014-2015 THIS AGREEMENT is made and entered into by and between the "Client" City of Waterloo, Iowa, and VANDEWALLE & ASSOCIATES, Inc., Madison, Wisconsin, a professional planning and design firm. Article I Scope of Work A. VANDEWALLE & ASSOCIATES agrees to provide the following "Services": Work Element One: 5 Sullivan Brothers Convention Center Superblock Redevelopment Superblock is a four -block area around the Convention Center, including the hotel block, parking structure, Courier building block, and Cedar River Plaza building. VANDEWALLE & ASSOCIA I'ES, with the assistance of City staff, will manage and coordinate the development of a catalytic development project, which include the following: a. Develop and track funding sources and partners, including the Iowa Reinvestment District program b. Prioritize implementation phases c. Coordinate with multiple project partners 120 East Lakeside Street • Madison, Wisconsin 53715 • 608 255-3988 • 608 255-0814 Fax 611 North Broadway • Suite 410 • Milwaukee, Wisconsin 53202 • 414 441-2001 • 414 732-2035 Fax va@vandewalle.com Shaping places, shaping change VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2014-15 July 8, 2014 2 d. Advise on use and programming for adjacent buildings and sites, including both existing and future catalytic redevelopment sites e. Coordinate DBMT/PMT process f. Advise City through terms of development agreement g. Assist in coordinating site planning and architect's design review Work Element Two: Waterloo Reinvestment District Implementation VANDEWALLE & ASSOCLk I ES will work with the City and in partnership with TechWorks and the Greater Cedar Valley Alliance to develop the final application for the Iowa Reinvestment District program and implement the final project: a. Assist the City in final application process, including all forms, financial projections, developer information, site plans, and graphics that are required by the program b. Assist the City in implementing the projects in the Waterloo Reinvestment District c. Assist the City in coordinating the TechWorks development to be functionally integrated into the current perception of downtown, and partnered into adjacent and related development Work Element Three: Downtown Redevelopment Implementation VANDEWALLE & ASSOCL11'ES will work with the City to expand and implement the detailed development plan for downtown Waterloo, to include the following: a. Assist with property owner negotiations and relocations b. Assist with financing strategies, such as tax increment financing c. Advise the City on the developer recruitment process d. Participate in design review for the DBMT e. Develop wayfinding and signage recommendations f. Assist in creating an overlay zoning district that incorporates design standards VANDEWALLE & ASSOCIAIES City of Waterloo / Implementation Services 2014-15 July 8, 2014 3 g. Provide general assistance to the City as requested h. Assist the City in implementation of downtown housing, including Arts Mall Mixed -Use development i Continue to development and implement the downtown Master Plan, including both priority projects and new redevelopment sites on the east side j. Advise the City about coordination of downtown marketing effort k. Continue to assist the City in coordination of Cedar Valley SportsPlex programming opportunities, public parking and event parking, and additional health and wellness taxable private development in downtown 1. Assist the City in coordination of Public Market project m. Coordinate with the City on East 4th Street Development n. Coordinate with the City on Eastside Neighborhood Implementation o. Coordinate with the City on the possibility of a SSMID p. Continue to assist the City in coordination of the Grand Hotel site (proposed Grand Crossing multi -family housing) development q. Assist the City in coordination of the Bowl Inn site development Work Element Four: Cedar River Infrastructure Projects and Programming VANDEWALLE & ASSoCL11'ES will assist with project development and programming along river's edge and riverfront properties including: a. Develop programming for downtown transient boat docking b. Engage in discussions with project partners and stakeholders, including the US Army Corps, to coordinate river and river -edge planning efforts and connection opportunities between Brinker Lake and the Cedar River c. Provide advice on kayak course, fishing derbies, flatwater paddling, and other recreational programming opportunities VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2014-15 July 8, 2014 4 d. Develop and maintain implementation strategy and operating plan e. Define project roles and responsibilities as the project is implemented f. Identify and track funding opportunities applicable to the project g. Coordinate the Cedar River programming committee as it relates to the scope of the Waterloo Downtown Master Plan area h. Continue to refine RiverLoop infrastructure plan and associated funding strategy, and assist in related marketing initiative Work Element Five: Implementation Assistance for Priority Projects As additional priority projects are identified during the contract period, VANDEWALLE & ASSOCLA1'rS will assist the City with general project management to include the following: a. Project concept design and refinement b. Participate in property owner negotiations c. Participate in developer recruitment and negotiations d. Assist in financing strategy development e. Assist in design and development review Work Element Six: Project Management Team Coordination With the assistance of City staff, VANDEWALLE & ASSOCIATES will manage and coordinate the Project Management Team, which include the following: a. Identify priority focus areas and setting the related meeting agendas b. Facilitate Project Management Team meetings on a monthly basis or as needed Work Element Seven: Funding Opportunity Tracking At the direction of City staff, VANDEWALLE & ASSOCIATES will provide assistance in developing a funding strategy to include the following: VANDEWALLE & ASSOCIA I'ES City of Waterloo / Implementation Services 2014-15 July 8, 2014 5 a. Develop and track sources of federal, state, and local funding opportunities b. Track ongoing updates and deadlines for federal funding programs c. Position projects by developing white papers and communication strategies to help recruit funding sources B. Additional Services may be provided at the request of the client through a "Work Order". These services may include extra travel and meeting expenses or white papers. C. VANDEWALLE & ASSOCIATES agrees to provide its professional Services in accordance with generally accepted standards of its profession. Article II Client's Responsibilities A. Client agrees to provide VANDEWALLE & ASSOCIA I'ES with all base maps, blueprints, aerial photos, studies, reports, and ordinances needed to complete these Services. VANDEWALLE & ASSOCIA I'ES may reasonably rely on the accuracy and completeness of these items. Client agrees to provide these items and to render decisions in a timely manner so as not to delay the orderly and sequential progress of VANDEWALLE & ASSOCIATES Services. B. The administrative liaison between VANDEWAT T F & ASSOCIATES and the Client will be Noel Anderson, Community Planning Director. C. Client agrees that the following individuals are approved to authorize Additional Services via a Work Order: Name Title Name Title D. Client understands that any work product delivered in electronic form under this Agreement may require Client to use certain third -party hardware and/or software products. Client shall be solely responsible for obtaining licenses to use such third -party software. VANDEWATJ E & ASSOCIA IES makes no warranties or representations as to the quality, capabilities, operations, VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2014-15 July 8, 2014 6 performance or suitability of any third -party hardware or software including the ability to integrate with any software currently in use by the Client. Client acknowledges that the quality, capabilities, operations, performance, and suitability of any third -party hardware or software lies solely with Client and the vendor or supplier of that hardware or software. E. If Client makes any modifications to Deliverables, Client shall either 1) obtain the prior written consent of VANDEWALLE & ASSOCIA TES; or 2) remove VANDEWALLE & ASSOCIA IES name from the Deliverables. In the event that Client selects option #2, VANDEWALLE & ASSOCIA LES shall not be liable or otherwise responsible for such modifications or their effect on the results of the implementation of the recommendations contained in such Deliverables. Article III Estimated Schedule A. Services in this Agreement shall commence July 1, 2014 and be in effect a maximum of one year, unless the parties agree otherwise. B. VANDEWALLE & ASSOCIATES shall render its Services as expeditiously as is consistent with professional skill and care. During the course of the Project, anticipated and unanticipated events may impact the Project schedule and VANDEWALLE & ASSOCIA TES shall not be responsible for any delays caused by factors beyond its reasonable control. Article IV Costs and Payment A. All work will be completed on a time and materials basis with the budget for the Project set at $72,000 (billing at an average $6,000 monthly). Client acknowledges that significant changes to the Project schedule, budget or Project's scope may require Additional Services for which the parties may (but are not required to) enter into a separate Work Order (see Article I.B.). B. VANDEWALLE & ASSOCIA TES shall send Client an invoice for Professional Fees and Reimbursable Expenses once a month. Client shall pay VANDEWALLE & ASSOCIATES the amounts due under such invoice upon receipt of such invoice. A service charge of 1% per month may be charged on all amounts more than 30 days after date of invoice. VANDEWALLE & ASSOCIA its City of Waterloo / Implementation Services 2014-15 _July 8, 2014 7 Article V Termination A. Either Client or VANDEWALLE & ASSOCLA 1'rS may terminate this Agreement upon seven days written notice. B. If terminated, Client agrees to pay VANDEWALLE & ASSOCIA IES the hourly rates for all Services rendered and Reimbursable Expenses incurred, up to the date of termination. C. Upon not less than seven days' written notice, VANDEWALLE & ASSOCIATES may suspend the performance of its Services if Client fails to pay VANDEWALLE & ASSOCIATES in full for Services rendered or Reimbursable Expenses incurred. VANDEWALLE & ASSOCIA TES shall have no liability because of such suspension of service or termination due to nonpayment. Article VI Dispute Resolution VANDEWALLE & ASSOCIATES and Client agree to mediate claims or disputes arising out of or relating to the Agreement. The mediation shall be conducted by a mediation service acceptable to the parties. A demand for mediation shall be made within a reasonable time after a claim or dispute arises. In no event shall any demand for mediation be made after such claim or dispute would be barred by the applicable law. Article VII Intellectual Property; Confidentiality A. Except as otherwise provided by law: upon payment in full by Client to VANDEWALLE & ASSOCIATES for Services rendered and Reimbursable Expenses incurred pursuant to this Agreement, VANDEWALLE & ASSOCIATES shall grant Client a non -transferable, non-exclusive, perpetual license to use any and all Work Product developed or produced by VANDEWALLE & ASSOCIATES pursuant to this Agreement. As used in this Agreement, 'Work Product" means all inventions, processes, data, documents, drawings, records, and works of authorship, whether or not copynghtable or patentable, that are originated or prepared by VANDEWALLE & ASSOCIA 1'ES in the course of rendering the Services under this Agreement. Until Client pays VANDEWALLE & ASSOCIA TES in full for Services rendered and expenses incurred pursuant to this Agreement, Client may not use any VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2014-15 July 8, 2014 8 Work Product to complete the Project with others unless VANDEWALLE & ASSOCIA r'i.s is in material breach of this Agreement. B. Except as otherwise provided by law: Client shall not communicate, publish, or otherwise disclose to a third party or authorize or induce anyone else to use, communicate, publish, or otherwise disclose, any nonpublic information pertaining to VANDEWALLE & ASSOCIATES, including, without limitation, any information relating to pricing, products, or ideas of VANDEWALLF & ASSOCIA IES. Until VANDEWALLE & ASSOCIATES is paid in full by Client for Services rendered and expenses incurred pursuant to this Agreement, Client shall not communicate, publish, or otherwise disclose to any third party, any information pertaining to or summaries of the Work Product. Article VIII Miscellaneous Provisions A. Iowa law governs this Agreement (without regard to its conflict of law principles or rules of construction concerning the draftsman hereof). B. This Agreement is the entire and integrated agreement between the Client and VANDEWALLE & ASSOCLN1'Es, and supersedes all prior negotiations, statements or agreements, either written or oral, with regard to its subject matter. This Agreement may be amended only by written instrument signed by both Client and VANDEWALLE & ASSOCIATES. Neither party can assign this Agreement without the other party's prior written permission. C. Notwithstanding any other term in this Agreement, VANDEWALLE & ASSOCIA 1'LS shall not control or be responsible for another party's means, methods, techniques, schedules, sequences or procedures, or for construction safety or any other related programs. D. The parties acknowledge that society has become more and more litigious over the years. Despite having done everything right and fulfilling its obligations under this Agreement, VANDEWALLE & ASSOCIATES may be brought into a lawsuit or other action regarding the Project or other activities of the Client. To avoid VANDEWALLE & ASSOCJA1'LS from incurring significant financial obligations when it has properly performed under this Agreement, Client agrees to indemnify, defend and hold VANDEWALLE & ASSOCIA rLs, its agents and employees harmless from and against any and all claims, liabilities, suits, demands, losses, costs and expenses (including reasonable attorneys' fees), arising out of the Project or the performance or VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Sen ices 2014-15 July 8, 2014 9 non-performance of obligations under this Agreement, except to the extent the same are directly caused by VANDEWALLE & ASSOCIATES' negligence or willful misconduct related to this Agreement. E. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees (including legal and accounting fees), costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, all costs of appeals. For purposes of this provision, "prevailing party" shall include a party that dismisses an action in exchange for payment of the sum allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action or proceeding. F. VANDEWALLE & ASSOCIATES reserves the right to include representations of the Project in its promotional and professional materials. G. In order for VANDEWALLE & ASSOCIATES' to provide cost effective services, the parties agree that VANDEWALLE & ASSOCIA I'ES shall not be liable to client or any third party for any losses, lost profits, lost data, consequential, special, incidental, or punitive damages, delays, or interruptions arising out of or related to this Agreement, regardless of the basis of the claim. VANDEWALLE & ASSOCIATES' aggregate liability (including attorneys' fees) to Client shall not exceed the amount of fees actually paid to VANDEWALLE & ASSOCIATES by Client with regard to the Services or the Work Order for which liability has been asserted. VANDEWALLE & ASSOCIA 1'Es City of Waterloo / Implementation Services 2014-15 July 8, 2014 10 IN WITNESS WHEREOF, the parties hereto entered into this Agreement as of the latest date noted, below. By: City o aterloo ignature of Authorized Representative V'it,'es- G. AW" ie - Printed Name VANDEWALLE‘7,0144, & ASSOCIATES, INC. By: aa 7—Zg. i`f Date Gv6Q,ln Title Nonna Anderson, Business Manager Date VANDEWALLE & AssoCIA 1rS City of Waterloo / Implementation Services 2014-15 July 8, 2014 11 ATTACHMENT ONE FEE SCHEDULE Hourly Rates Company President $220 to $250 Principal $120 to $220 Associate $70 to $120 Assistant $65 to $85 GIS Analyst/Cartographer $65 to $85 Communications Specialist $65 to $95 Project Assistant $40 to $65 SETTLEMENT AGREEMENT, GENERAL RELEASE, AND COVENANT NOT TO SUE BETWEEN MICHAEL GUILD AND THE CITY OF WA IERLOO The City of Waterloo (the "City") and Michael Guild, on behalf of himself, his heirs, executors, successors, and assigns ("Guild"), hereby enter into this Settlement Agreement, General Release, and Covenant Not to Sue ("Agreement"): WHEREAS, Guild was employed by the City as Facilities Manager for the Center for Performing Arts, commencing on April 23, 1980 and ending on April 21, 2014. WHEREAS, Guild appealed his termination to the Waterloo Civil Service Commission, and has threatened additional litigation, including but not limited to, litigation under the Fair Labor Standards Act ("FLSA"); WHEREAS, Defendants have denied, and continue to deny, in their entirety, Guild's allegations of wrongdoing; WHEREAS, no evidentiary hearing has been held on the merits of any of Guild's claims; and WHEREAS, all parties desire to settle all potential outstanding issues between them, whether the subject of the above Action or otherwise, on an amicable basis on the terms and conditions stated in this Agreement. NOW, THEREFORE, the City and Guild agree as follows: 1. DISMISSAL WITH PREJUDICE OF ALL CLAIMS. Before negotiating the check referred to in paragraph 6 below, Guild will dismiss his Civil Service Appeal with prejudice. 2. RELEASE. Guild fully and forever releases and discharges the City and each of its partners, subsidiaries and affiliated entities, and each of their partners, principals, stockholders, 1 directors, officers, employees, agents, trustees, pension plan trustees and administrators, contractors, consultants, and attorneys, whether past, present, or future, and all predecessors, successors, and assigns thereof, ("Released Parties") from any and all claims, demands, agreements, causes of action, injunctions, and restraints or liabilities of whatever kind, whether in law, equity, or otherwise, and whether now known or unknown or which have ever existed or now exist, including, but not limited to, claims, liabilities, or causes of action relating to or arising out of Guild's recruitment, hiring, employment, transfer or separation from employment with the City, the Age Discrimination in Employment Act, 29 U.S.0 § 621 et. seq., as amended by the Older Workers Benefit Protection Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e et seq., 42 U.S.C. ' 1981; the Civil Rights Act of 1991; the Americans With Disabilities Act, 42 U.S.C. §§ 12101 et. seq.; the Fair Labor Standards Act, 29 U.S.C. §§ 201 et seq.; the Family and Medical Leave Act, 29 U.S.C. 2601 et. seq.; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq.; the Iowa Civil Rights Act, as amended, Iowa Code §§ 216 et seq.; Wage Payment Collection, Iowa Code Ch. 91A; Continuation and Conversion of Group Health Insurance, 26 U.S.C. § 4980B (COBRA); Iowa Code Chapter 509B; claims under any local rule, state or federal statute, and claims under common-law, promissory estoppel, claims for breach of contract, claims for any tort, claims for any wrongful discharge, or any other claims which could have been but have not been asserted. Guild acknowledges and agrees that this release and the covenant not to sue set forth in paragraph 4 are essential and material terms of this Agreement and that without such release and covenant not to sue, no agreement would have been reached by the parties. 2 3. ADEA RELEASE. Guild specifically releases the Released Parties from any claims arising under the Age Discrimination in Employment Act (hereinafter "ADEA"), 29 U.S.C. § 621 et seq., as part of the Agreement. Guild specifically acknowledges: a) He has been advised of his right to seek legal counsel prior to executing the Agreement. He acknowledges he has been advised of his right to consult with an attorney of his choice, and that he has, in fact, been represented by counsel of his choosing. b) He has had at least 21 days to consider the Agreement. His signature on the Agreement prior to the 21 day period expiring is a voluntary waiver of this time period. c) He has seven days from the date the Agreement is executed to revoke his release of the ADEA claim. d) The Agreement is written in a manner calculated to be understood by him. He does understand the Agreement. e) He has received consideration for this ADEA release which is in addition to anything of value to which he is already entitled. f) If Guild revokes his acceptance, he will notify the City's Director of Human Resources, Suzy Schares, in writing within the seven day revocation period. Such notice shall be effective either on the date of hand -delivery or if mailed, on the date of the postmark. 4. COVENANT NOT TO SUE. Guild covenants not to sue or to institute or cause to be instituted any kind of claim or action (except to enforce this Agreement) in any federal, state, or local agency or court against any of the Released Parties arising out of or attributable to her employment or termination of employment, or any other action or cause of action released under Paragraphs 2 or 3. If Guild violates this Agreement by suing any of the Released Parties for any reason for which suit is precluded by this Agreement, Guild agrees that he will pay all costs and expenses incurred by such Released Parties in defending such a lawsuit, including reasonable attorneys' fees. 3 5. NO REAPPLICATION/NO REHIRE. Guild agrees that in consideration of the payments and representations described below, he shall not seek employment, re-employment, or reinstatement with any of the Released Parties, in any capacity, whether full-time, part-time, or temporary, nor shall he be entitled to re-employment by any of the Released Parties. 6. NO ADMISSION OF WRONGDOING. This Agreement resolves all issues relating to the employment relationship between Guild and the City. This Agreement is not and shall not be construed as an admission by any of the Released Parties of any violation of the City's policies and procedures; or federal, state, or local law or regulations; or any provision of the common law. 7. PAYMENT. In consideration for the promises set forth herein, and subject to and conditioned upon Guild's performance of the conditions and undertakings set forth herein, the City, in full and final settlement of all of Guild's claims arising under the FLSA, will pay the total sum of $88,000.00, which shall be apportioned as follows: a) A check for $68,000.00, payable to Michael Guild, in full and final settlement of all of Guild's claims for damages, including any claims he has or may have under the FLSA; and b) A check for $20,000.00, payable to Frerichs Law Office, P.C. (Tax ID No. ), in payment of Guild's outstanding legal fees and costs. 8. OTHER CONSIDERATION. In addition to the payments stated in Paragraph 7, above, the City and Guild agrees to take the following actions: a) The City will reinstate Guild retroactively with back pay to the date of the termination of his employment with the City for a period of ninety (90) calendar days. b) Upon execution of this agreement, Guild will submit a written letter of resignation and retirement to the City, attached as Exhibit A, with his resignation and retirement to be effective on July 20, 2014. Guild shall remain on paid administrative leave through July 20, 2014, and shall not perform any work on behalf of the City. 4 c) Because Guild is voluntarily retiring from employment with the City, Guild agrees and acknowledges that he will not request or withdraw any unemployment insurance benefits. The City will correspondingly dismiss its appeal of Guild's original request for unemployment insurance benefits from Iowa Workforce Development. d) Upon Guild's retirement, Guild will be eligible for the City's Retiree Medical Benefit Policy, and shall be subject to the benefits and requirements of that policy. e) If the City is contacted by any prospective employer for a reference for Guild, it will provide a neutral reference including only that information which has been deemed to be a matter of public record under Iowa Code § 22.7(11). f) The parties will draft a mutually acceptable joint media statement stating that Guild has voluntarily resigned his employment with the City, and that neither party alleges any wrongdoing by the other. 9. TAXES. Guild expressly acknowledges that he is not relying on any information provided by the City, its employees, or its attorneys concerning the tax consequences of payment made under this Agreement. Guild acknowledges and agrees that he is solely and entirely responsible for the payment and discharge of all federal, state, and local taxes, if any, which may, at any time, be found to be due upon or as a result of any amount that is paid by the City under this Agreement. Guild agrees to indemnify, defend, and hold the City harmless from any claim or liability asserted against it for any taxes and related penalties or interest, relating to the manner in which the payments under Paragraph 7 are allocated and paid under this Agreement. 1. ENTIRE AGREEMENT/MERGER/INTEGRATION. This Agreement constitutes the entire agreement, written and oral, of Guild and the Released Parties, and it supersedes and replaces all prior negotiations, proposed agreements, understandings, representations and agreements, written or oral. No party hereto is relying on any statement or representation of any other party hereto except those, if any, set forth herein. No part of this Agreement may be amended, varied, or supplemented in any respect, except by a writing duly executed by each of the Parties hereto or their authorized representatives. 5 2. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which, taken together, shall constitute one and the same instrument. 1. SEVERABILITY. Should any term, provision or portion of any provision of this Agreement be held unenforceable for any reason, it shall be deemed severed from this Agreement, and the remainder of this Agreement shall continue to be in force in its entirety. 2. GOVERNING LAW. The interpretation and enforcement of this Agreement shall be governed by the laws of the State of Iowa, without regard to its choice -of -law principles. 3. COUNCIL APPROVAL. This Agreement is subject to approval by the City Council. Should the Council reject or otherwise fail to accept this Agreement, this Agreement shall be deemed null and void in its entirety. 4. Guild acknowledges that he has read this Agreement, that he fully understands and appreciates the meaning of this Agreement, that it fully reflects the entirety of the agreement between the parties, that no representation, inducement, or warranty has been made to her by or on behalf of the Released Parties except as set forth herein, that he has consulted competent legal counsel of her selection with respect to this Agreement, and that he KNOWINGLY and VOLUNTARILY enters into this Agreement and agrees to comply with its terms and conditions. THIS SETTLEMENT AGREEMENT AND RELEASE C UDES A RELEASE OF ALL CLAIMS. (7-( Michael Jed Date Executed The City of aterloo By: & Its: (i(_,, n 6 Date Executed Exhibit A TO: Suzy Schares, City of Waterloo Director of Human Resources FROM: Michael Guild RE: Resignation of Employment I hereby immediately resign my employment with the City of Waterloo, with my resignation date to be July 20, 2014. r nite dtt-,657C MicI aelGuild Date 8