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HomeMy WebLinkAboutCouncil Packet - 6/15/2020THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA, REGULAR SESSION TO BE HELD AT THE HAR OLD E. GETTY COUNCIL CHAMBERS Monday, June 15, 2020 5:30 PM CITY OF WATERLOO GOALS 1. Support the creation of new, livable wage jobs through a balanced economic development approach of assisting existing businesses, fostering start-ups, attracting new employers and cultivating an adequate workforce. 2. Implement a Community Policing strategy that creates a safe environment in Waterloo. 3. Reduce the City's property tax levies through a responsible balance of cost reduction in City operations and increases in taxable property valuations to ensure that Waterloo is a competitive, affordable, and livable city. 4. Enhance the image of Waterloo and the City to residents and businesses inside and outside of the community. General Rules for Public Participation 1. At the chair/presider's discretion, you may address an item on the current agenda by stepping to the podium, and after recognition by the chair/presider, state your name, address and group affiliation (if appropriate) and speak clearly into the microphone. 2. You may speak one (1) time per item for a maximum of five (5) minutes as long as you have registered with the City Clerk's office no later than 4:00 p.m. on the day of the Council Meeting. If not registered with the City Clerk's office you may speak one (1) time per item for a maximum of three (3) minutes. 3. If there is a hearing scheduled as part of an agenda item, the chair/presider will allow everyone who wishes to address the council, using the same participation guidelines found in these "general rules". 4. Although not required by city code of ordinances, oral presentations may be allowed at the chair/presider's (usually the Mayor or Mayor Pro Tem) discretion. The "oral presentations" section of the agenda is your opportunity to address items not on the agenda. You may speak one (1) time for a maximum of five (5) minutes as long as you have registered with the City Clerk's office no later than 4:00 p.m. on the day of the Council Meeting. If not registered with the City Clerk's office a speaker may speak to one (1) issue per meeting for a maximum of three (3) minutes. Official action cannot be taken by the Council at that time, but may be placed on a future agenda or referred to the appropriate department. 5. Keep comments germane and refrain from personal, impertinent or slanderous remarks. 6. Questions concerning these rules or any agenda item may be directed to the Clerk's Office at 291-4323. 7. Citizens are encouraged to register with the Clerk's Office by 4:00 p.m. on Monday of the day of the City Council meeting to appear before the City Council (may also register by phone). Registered speakers will be given first priority. Page 1 of 422 Roll Call. Prayer or Moment of Silence Pledge of Allegiance Margaret Klein, Ward 1 Council Member Agenda, as proposed or amended. Minutes of June 8, 2020, Regular Session, as proposed. Proclamation Declaring June 2020 Healthy Homes Month. Proclamation Declaring June 19, 2020 as Juneteenth Celebration. Recognition of 30 Years of Service for Joseph Leibold. Recognition of 30 Years of Service for Andrew Clark. ORAL PRESENTATIONS Iowa Code Chapter 21 gives the public the right to attend council meetings but it does not require cities to allow public participation except during public hearings. The City of Waterloo encourages the public to participate during the Oral Presentations by following the rules listed on the front of the agenda. 1. Consent Agenda: (The following items will be acted upon by voice vote on a single motion without separate discussion, unless someone from the council or public requests that a specific item be considered separately.) A. Resolution to approve the following: 1. Bills Payment, Finance Committee Invoice Summary Report, a copy of which is on file in the office of the City Clerk. 2. Resolution approving the use of not to exceed $18,367 in Northeast Site Urban Renewal Area Tax Increment Financing funds for the acquisition of property for future development. Submitted By: Michelle Weidner, Chief Financial Officer 3. Resolution approving the use of not to exceed $109,500 in Northeast Site Urban Renewal Area Tax Increment Financing funds for a Professional Services Agreement with AECOM Technical Services, Inc. for wetlands delineation along Martin Luther King Drive. Submitted By: Michelle Weidner, Chief Financial Officer 4. Resolution approving the use of not to exceed $11,000 in Northeast Site Urban Renewal Area Tax Increment Financing funds for a Professional Services Page 2 of 422 Agreement with MMS Consultants, Inc. for wetlands delineation and final platting services. Submitted By: Michelle Weidner, Chief Financial Officer 5. Resolution approving the use of Downtown Urban Renewal Area Tax Increment Financing District funds, in an amount not to exceed $450,000, for a grant to Makenda, LLC and assigns for the acquisition and redevelopment of the former Ramada Hotel property. Submitted By: Michelle Weidner, Chief Financial Officer 6. Resolution approving the use of not to exceed $24,176 in East Waterloo Unified Urban Renewal Area Tax Increment Financing funds for Logan Access Road improvements. Submitted By: Michelle Weidner, Chief Financial Officer 7. Resolution approving the use of Martin Road Urban Renewal Area Tax Increment Financing funds, in an amount not to exceed $40,000, for additional construction costs required for the Brock 3rd Sanitary Sewer and Water Main Construction Project, Contract No. 954. Submitted By: Michelle Weidner, Chief Financial Officer 8. Resolution approving the use of Martin Road Urban Renewal Area Tax Increment Financing funds, in an amount not to exceed $33,250, for engineering services required for the Brock 3rd Sanitary Sewer Construction Lot 2 Project, Contract No. 986. Submitted By: Michelle Weidner, Chief Financial Officer 9. Resolution approving Completion of Project and Acceptance of Work for work performed by Lodge Construction, Inc., of Clarksville, Iowa, in the amount of $596,137.65 and release of retainage in the amount of $26,540.07, in conjunction with the 2018 Remedial Actions Phase IIIB Project, Contract No. 949, receive and file a two-year maintenance bond, and rescinding Resolution No. 2020-382. Submitted By: Matt Hosford, Collections Systems Project Director 10. Resolution approving the Contract, Bonds and Certificate of Insurance with WHR, Inc., of South Amana, Iowa, in the amount of $867,500, in conjunction with the FY 2020 Wastewater Treatment Plant Digester No. 3 Cover Modifications Project, Contract No. 1021, and authorizing the Mayor to execute said documents. Submitted By: Brian Bowman, Treatment Operations Supervisor 11. Resolution approving Variance to Noise Ordinance request from New Hope Missionary Baptist Church on Sunday, June 21, 2020 from 9:30 a.m. to 12:30 p.m. in conjunction with the New Hope Relaunch (Returning to Worship) located at 710 Broadway Street, including music, singing, preaching and praying and the use of a P.A. System. Submitted By: Corbin Payne, Police Lieutenant 12. Resolution approving Variance to Noise Ordinance request from Cedar Valley Irish Fest Cultural Association to hold its 14th annual Iowa Irish Fest event from July 31, 2020 through August 2, 2020, in and around Lincoln Park and surrounding streets to include a noise variance for the duration of the festival. Submitted By: Corbin Payne, Police Lieutenant 13. Resolution approving a request by the MIS Department to seek proposals for the City's purchase of hardware, software and services to complete a plan to refresh Page 3 of 422 and further virtualize its I.T. infrastructure. Submitted By: Chris Youngblut, Technology Services Director 14. Resolution approving request of Cory Warmuth for a waiver for a concrete approach located at 1315 Knoll Avenue, and approve eliminating the sidewalk section along Knoll Avenue due to parking lot use. Submitted By: Jamie Knutson, PE, City Engineer B. Motion to approve the following: 1. LIQUOR LICENSES a. Applebee's Neighborhood Grill& Bar, 2780 Crossroads Blvd. Class: C Liquor Renewal Application Includes Sunday Expiration Date: 6/23/2021 b. Basal Pizza, 225 W. 4th Street Class: C Liquor w/Outdoor Service Renewal Application Does not include Sunday Expiration Date: 4/30/2021 c. Black Hawk Tennis Club, 1005 Black Hawk Road Class: B Beer w/Outdoor Service Renewal Application Includes Sunday Expiration Date: 5/31/2021 d. Broadway Liquor, 821 Broadway Street Class: B Wine / C Beer / E Liquor Renewal Application Includes Sunday Expiration Date: 6/10/2021 e. Casey's General Store #2867, 2424 Ranchero Road Class: B Wine / C Beer / E Liquor Renewal Application Includes Sunday Expiration Date: 6/14/2021 f. Majestic Moon, 1955 Locke Avenue Class: C Liquor Renewal Application Includes Sunday Expiration Date: 4/30/2021 g. New Star, 1459 Ansborough Avenue Class: B Wine / C Beer / E Liquor Renewal Application Includes Sunday Expiration Date: 6/2/2021 h. Olive Garden #1489, 1315 E. San Marnan Drive Class: C Liquor Renewal Application Includes Sunday Expiration Date: 5/28/2021 Page 4 of 422 i. On The Rocks, 708 Jefferson Street Class: C Liquor w/Outdoor Service Renewal Application Includes Sunday Expiration Date: 3/27/2021 j. Prime Mart #3, 1008 Laporte Road Class: B Wine / C Beer / E Liquor Renewal Application Includes Sunday Expiration Date: 6/12/2021 k. Steamboat Gardens, 1740 Falls Avenue Class: C Liquor Renewal Application Does not include Sunday Expiration Date: 6/13/2021 2. Application for Outdoor Cafe'/Beer Garden at Ariz, located at 504 Sycamore Street. 3. Bonds. PUBLIC HEARINGS 2. Improvements to Hangar No. 4, Waterloo Regional Airport, Project No. 9-1-200- ALO-200 Iowa DOT Aviation Bureau Contract No. 21613. Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Motion to close hearing and receive and file oral and written comments. Resolution confirming approval of plans, specifications, form of contracts, etc., and authorizing to proceed. Motion to receive, file, and instruct the City Clerk to read bids and refer to Airport Director for further review. Submitted By: Keith Kaspari, Airport Director 3. Airline Passenger Terminal Building Improvements, Waterloo Regional Airport, Project No. 9-I-190-ALO-200 Iowa DOT Aviation Bureau Contract No. 20601. Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Motion to close hearing and receive and file oral and written comments. Resolution confirming approval of plans, specifications, form of contracts, etc., and authorizing to proceed. Motion to receive, file, and instruct the City Clerk to read bids and refer to Airport Director for further review. Submitted By: Keith Kaspari, Airport Director 4. Miscellaneous airfield improvements, Waterloo Regional Airport via FAA Grant Projects 3-19-0094-046 and 047. Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Motion to close hearing and receive and file oral and written comments. Resolution confirming approval of plans, specifications, form of contracts, etc., and authorizing to proceed. Page 5 of 422 Motion to receive, file, and instruct the City Clerk to read bids and refer to Airport Director for further review. Submitted By: Keith Kaspari, Airport Director 5. Request by 6 Comm Properties, LLC for the sale and conveyance of city owned property, for the development of property at the northeast corner of Commercial Street and 6th Street. Public hearing cancelled to be re -scheduled. Submitted By: Noel Anderson, Community Planning and Development Director 6. FYE 21 Police vehicle equipment needs. Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Motion to close hearing and receive and file oral and written comments. Resolution confirming approval of bid documents, specifications, form of contract, estimate of cost, etc., and authorizing to proceed. Motion to receive and file and instruct the City Clerk to read bids. Resolution approving award of contract to Electronic Engineering of Waterloo, Iowa in the amount of $14,550 for the FY21 Police vehicle equipment needs, and authorizing Mayor and City Clerk to execute said documents. Submitted By: Dave Mohlis, Police Captain RESOLUTIONS 7. Resolution authorizing and providing for the issuance, and levying a tax to pay the Bonds, Approval of the Tax Exemption Certificate and Continuing Disclosure Certificate in conjunction with the $7,025,000 General Obligation Bonds, Series 2020A, and authorizing the Mayor and City Clerk to execute said documents. Submitted By: Michelle Weidner, Chief Financial Officer 8. Resolution appointing UMB Bank. N.A. of Kansas City, Missouri, to serve as Paying Agent, Bond Registrar, and Transfer Agent and approving the Paying Agent, Bond Registrar and Transfer Agent Agreement in conjunction with the $7,025,000 General Obligation Bonds, Series 2020A, and authorizing the Mayor and City Clerk to execute said documents. Submitted By: Michelle Weidner, Chief Financial Officer 9. Resolution authorizing and providing for the issuance and levying a tax to pay the Bonds and Approval of the Continuing Disclosure Certificate, in conjunction with the $8,235,000 General Obligation Bonds, Taxable Series 2020B, and authorizing the Mayor and City Clerk to execute said documents. Submitted By: Michelle Weidner, Chief Financial Officer 10. Resolution appointing UMB Bank. N.A. of Kansas City, Missouri, to serve as Paying Agent, Bond Registrar, and Transfer Agent and approving the Paying Agent, Bond Registrar and Transfer Agent Agreement in conjunction with the $8,235,000 Taxable General Obligation Bonds, Series 2020B, and authorizing the Mayor and City Clerk to execute said documents. Submitted By: Michelle Weidner, Chief Financial Officer Page 6 of 422 11. Resolution approving a Professional Services Agreement with I & S Group, Inc., of Waterloo, Iowa, in the amount of $25,000, in conjunction with the Five Sullivan Brothers Convention Center Skywalk Improvements, and authorizing the Mayor to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director 12. Resolution approving a Professional Services Agreement with I & S Group, Inc., of Waterloo, Iowa, in the amount of $309,000, in conjunction with the Five Sullivan Brothers Convention Center Addition & Lobby Renovation and authorizing the Mayor to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director 13. Resolution authorizing salvage by Friends of the Gilbertville Depot, of two sections of abandoned railroad track on property owned by the City of Waterloo, generally located northwest of 70 Sycamore Street, and accepting Indemnity Agreement. Submitted By: Aric Schroeder, City Planner 14. Resolution approving a Professional Services Agreement with Main Street Waterloo, in the amount of $60,000, for Fiscal Year 2021, and authorizing the Mayor and City Clerk to execute said document. Submitted By: Aric Schroeder, City Planner 15. Resolution approving a Professional Services Agreement with I & S Group, Inc., of Waterloo, Iowa, in the amount of $10,000, in conjunction with the Five Sullivan Brothers Convention Center Structural Penthouse Support, and authorizing the Mayor to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director 16. Resolution approving a request by the City of Waterloo to dedicate a Sewer Easement over a portion of Lot 7, Anthony Baker's Plat of Outlots, located west of 1628 Washington Street, near Lowell Elementary School, and rescinding Resolution No. 2020-375 in its entirety. Submitted By: Noel Anderson, Community Planning and Developoment Director ORDINANCES 17. Request by Esad Osmic to rezone 0.945 acres of property, located at 122 Black Hawk Road, from "C-2" Commercial District to "C-P" Planned Commercial District with conditions, to allow for a truck repair and truck terminal business. Motion to receive, file, consider, and pass for the second time an ordinance amending Ordinance No. 5079, as amended, City of Waterloo Zoning Ordinance, by amending the Official Zoning Map referred to in Section 10-4-4, approving a rezone of certain property from "C-2" Commercial District to "C-P" Planned Commercial District with conditions, located at 122 Black Hawk Road. Motion to suspend the rules. Motion to consider and pass for the third time and adopt said ordinance. Submitted By: Noel Anderson, Community Planning and Development Director 18. An ordinance amending the Traffic Code by adding Subsection (79a) Cyclone Page 7 of 422 Drive, both sides from Titan Trail to Marnie Avenue, to Section 551, Parking Prohibited at All Times on Certain Streets. Motion to receive, file and consider and pass for the first time, an ordinance amending the Traffic Code by adding Subsection (79a) Cyclone Drive, both sides from Titan Trail to Marnie Avenue, to Section 551, Parking Prohibited at All Times on Certain Streets. Motion to suspend the rules. Motion to consider and pass for the second and third times and adopt said ordinance. Submitted By: Sandie Greco, Traffic Operations Director 19. An ordinance amending the Traffic Code by adding Subsection (399a) Titan Trail, northwest side from West Ridgeway Avenue to Greyhound Drive, to Section 551, Parking Prohibited at All Times on Certain Streets. Motion to receive, file and consider and pass for the first time, an ordinance amending the Traffic Code by Adding Subsection (399a) Titan Trail, northwest side from West Ridgeway Avenue to Greyhound Drive, to Section 551, Parking Prohibited at All Times on Certain Streets, as follows: Titan Trail - northwest side from W. Ridgeway Avenue to Greyhound Drive. Motion to suspend the rules. Motion to consider and pass for the second and third times and adopt the ordinance. Submitted By: Sandie Greco, Traffic Operations Director OTHER COUNCIL BUSINESS 20. Motion approving Change Order No. 1 from Cardinal Construction of Waterloo, Iowa, for a net increase of $6,256.56, in conjunction with the Five Sullivan Brothers Convention Center Chiller Project. Submitted By: Noel Anderson, Community Planning and Development Director ADJOURNMENT Motion to adjourn. Kelley Felchle City Clerk MEETINGS 4:10 p.m. Work Session, Harold E. Getty Council Chambers 5:10 p.m. Finance Committee, Harold E. Getty Council Chambers PUBLIC INFORMATION 1. Waterloo Housing Authority Board meeting minutes of 05/18/2020. 2. Planning, Programming & Zoning minutes of May 5, 2020. Page 8 of 422 CITY OF WATERLOO Council Communication Minutes of June 8, 2020, Regular Session, as proposed. City Council Meeting: 6/15/2020 Prepared: REVIEWERS: Department Reviewer Action Date Clerk Office Higby, Nancy Approved 6/9/2020 - 9:31 AM ATTACHMENTS: Description Type ❑ Minutes of June 8, 2020, Regular Session, as proposed. Backup Material Submitted by: Submitted By: Page 9 of 422 June 8, 2020 The Council of the City of Waterloo, Iowa, met in Regular Session at Harold E. Getty Council Chambers, Waterloo, Iowa, at 5:30 p.m., on Monday, June 8, 2020. Mayor Quentin Hart in the Chair. Roll Ca11: Boesen, Amos, Morrissey, Klein, Feuss, Grieder and Juon joined the meeting by telephone. Mrs. Klein was present. Prayer or Moment of Silence. Pledge of Allegiance: Joel Fitzgerald, Police Chief 157896 - Juon/Grieder that the Agenda, as proposed, for the Regular Session on Monday, June 8, 2020, at 5:30 p.m., be accepted and approved. Voice vote -Ayes: Seven. Motion carried. 157897 - Juon/Grieder that the Minutes, as proposed, for the Regular Session on Monday, June 1, 2020, at 5:30 p.m. and the Special Session on Tuesday, June 2, 2020 at 3:30 p.m., be accepted and approved. Voice vote -Ayes: Seven. Motion carried. Proclamation Declaring June 2020 as LGBTQ Pride Month. ORAL PRESENTATIONS Mayor Hart commented that Chief Fitzgerald would present to the city council on how he is going to get input from staff, the community, and council on making changes to the police department. Mr. Boesen commented that the Southdale Neighborhood Association had a neighborhood cleanup. He encouraged all neighborhoods to create an association, as it is one of the benefits offered to neighborhood associations. Mr. Morrissey read a statement about the need to reform citywide policies, including hiring practices, and policing policies. Some of these changes included passing a racial profiling ordinance, defunding nine police department positions and hiring nine social workers, selling military equipment used by the police department, and adopting the racial equity and social justice toolkit. Mr. Morrissey explained that he recommends these and other changes in light of a national movement to combat racism and reform police policies. Protests have occurred across the country in response to the death of George Floyd, who died in late May while in police custody in Minneapolis, MN. Mayor Hart commented that some of the suggestions made would be addressed by Chief Fitzgerald at next week's presentation. Mrs. Juon reminded the public of the Fair Chance Initiative training. She shared that they had 50 people register by last Friday. She commended Main Street Waterloo for their efforts to put on an online city festival. Mr. Amos thanked Mr. Morrissey for his comments and he is looking forward to having a conversation with the new Police Chief. He reminded everyone to work together to find solutions for the whole community. 157898 - Juon/Feuss that the above oral comments be received and placed on file. Voice vote -Ayes: Seven. Motion carried. CONSENT AGENDA 157899 - Juon/Amos that the following items on the consent agenda be received, placed on file and approved: a. Resolutions to approve the following: Page 10 of 422 June 8, 2020 Page 2 1. Resolution approving Finance Committee Invoice Summary Report, dated June 8, 2020, in the amount of $4,716,055.08, a copy of which is on file in the City Clerk's office, together with recommendation of approval of the Finance Committee. Resolution adopted and upon approval by Mayor assigned No. 2020-400. 2. Resolution approving submission of a grant application for State of Iowa 2020 Coronavirus Emergency Supplemental Funding Program for local communities affected by the Coronavirus. Resolution adopted and upon approval by Mayor assigned No. 2020-401. 3. Resolution approving request by the Police Department to seek bids for the remodeling of the Police Department long-term property and evidence storage building. Resolution adopted and upon approval by Mayor assigned No. 2020-402. 4. Resolution approving award of bid to Peterson Contractors, Inc., of Reinbeck, Iowa, in the amount of $634,794.80, and approving the contract, bonds and certificate of insurance, in conjunction with the FY 2020 Newell Street RISE Project, Contract No. 991, and authorizing the Mayor and City Clerk to execute said documents. Resolution adopted and upon approval by Mayor assigned No. 2020-403. 5. Resolution approving FY 2020 Edward Byrne Memorial Justice Assistance Grant (18-JAG- 348071), in the amount of $188,000, in conjunction with enforcement efforts of the Tri- County Drug Task Force, to include the City of Waterloo, City of Cedar Falls, Black Hawk County Sheriffs Office and the Black Hawk County Attorney's Office, and authorizing the Mayor to execute said documents. Resolution adopted and upon approval by Mayor assigned No. 2020-404. 6. Resolution approving preliminary plans, specifications, form of contract, etc., setting a date of bid opening as June 25, 2020 and date of public hearing as June 29, 2020, for the FY 2021 Levee Rip Rap Spraying, Contract No. 1027, and instruct City Clerk to publish said notice. Resolution adopted and upon approval by Mayor assigned No. 2020-405. 7. Resolution approving preliminary plans, specifications, form of contract, etc., setting a date of bid opening as June 25, 2020 and date of public hearing as June 29, 2020, for the FY 2020 Leversee Road Sanitary Sewer and Water Improvements, Contract No. 987, and instruct City Clerk to publish said notice. Resolution adopted and upon approval by Mayor assigned No. 2020-406. 8. Resolution approving plans, specifications, form of contract, etc., setting date of bid opening as July 9, 2020 and date of public hearing as July 13, 2020, in conjunction with the West Ridgeway Avenue at Greyhound Drive Traffic Safety Improvements, and instruct City Clerk to publish said notice. Resolution adopted and upon approval by Mayor assigned No. 2020-407. 9. Resolution approving the request of Mark Hockey for tax exemptions on the construction of home improvements valued at $24,400 for property located at 370 California Street, and located in the Consolidated Urban Revitalization Area (CURA). Resolution adopted and upon approval by Mayor assigned No. 2020-408. 10. Resolution approving the request of Michael J. Taylor for tax exemptions on the construction of home improvements valued at $12,240 for property located at 106 East 9th Street, and located in the Consolidated Urban Revitalization Area (CURA). Resolution adopted and upon approval by Mayor assigned No. 2020-409. Page 11 of 422 June 8, 2020 Page 3 11. Resolution approving the request of Magnolia Development, LLC for tax exemptions on the construction of a single duplex unit valued at $290,000 for property located at 3816 Trent Lane, and located in the City Limits Urban Revitalization Area (CLURA). Resolution adopted and upon approval by Mayor assigned No. 2020-410. 12. Resolution approving the request of Janice K. Quint for tax exemptions on the construction of a single duplex unit valued at $358,028 for property located at 3809 Trent Lane, and located in the City Limits Urban Revitalization Area (CLURA). Resolution adopted and upon approval by Mayor assigned No. 2020-411. 13. Resolution approving the request of Joseph Mullesch and Danielle Graham for tax exemptions on the construction of a single family home valued at $343,584 for property located at 1829 Waxwing Way, and located in the City Limits Urban Revitalization Area (CLURA). Resolution adopted and upon approval by Mayor assigned No. 2020-412. 14. Resolution approving the request of Kenneth Moore for tax exemptions on the construction of a single-family home valued at $419,578 for property located at 1709 Waxwing Way, and located in the City Limits Urban Revitalization Area (CLURA). Resolution adopted and upon approval by Mayor assigned No. 2020-413. 15. Resolution approving the request of John and Lauren Chiles for tax exemptions on the construction of a single family home valued at $387,661 for property located at 1474 Audubon Drive, and located in the City Limits Urban Revitalization Area (CLURA). Resolution adopted and upon approval by Mayor assigned No. 2020-414. 16. Resolution approving the request of Maid Mizic for tax exemptions on the construction of a single duplex unit valued at $149,000 for property located at 822 Grindstone Circle, and located in the City Limits Urban Revitalization Area (CLURA). Resolution adopted and upon approval by Mayor assigned No. 2020-415. 17. Resolution approving the request of Valley Rentals, LLC for tax exemptions on the construction of a single family home valued at $183,374 for property located at 730 Progress Avenue, and located in the City Limits Urban Revitalization Area (CLURA). Resolution adopted and upon approval by Mayor assigned No. 2020-416. 18. Resolution approving the request of Breann Bader and Trevor Larson for tax exemptions on the construction of a single duplex unit valued at $149,000 for property located at 820 Grindstone Circle, and located in the City Limits Urban Revitalization Area (CLURA). Resolution adopted and upon approval by Mayor assigned No. 2020-417. 19. Resolution approving the use of East Waterloo Unified Urban Renewal Area Tax Increment Financing District funds, in an amount not to exceed $117,060, for the Air and Rail Park tree clearing project in the MidPort area. Resolution adopted and upon approval by Mayor assigned No. 2020-418. 20. Resolution approving the use of East Waterloo Unified Urban Renewal Area Tax Increment Financing District funds, in an amount not to exceed $200,000 for the 3200 Block of Airline Highway sanitary sewer project in the MidPort area. Resolution adopted and upon approval by Mayor assigned No. 2020-419. Page 12 of 422 June 8, 2020 Page 4 2. 21. Resolution approving the use of not to exceed $1,706,637 in San Marnan Urban Renewal Area Tax Increment Financing funds for the acquisition of property for future development. Resolution adopted and upon approval by Mayor assigned No. 2020-420. 22. Resolution approving the use of Rath Urban Renewal Area Tax Increment Financing District funds, in an amount not to exceed $101,000, for property acquisition located generally in the Rath Urban Renewal District. Resolution adopted and upon approval by Mayor assigned No. 2020-421. 23. Resolution to approve holding the Regular Session on June 29, 2020 and cancelling the Regular Session meeting on July 6, 2020. Resolution adopted and upon approval by Mayor assigned No. 2020-422. b. Motion to approve the following: a. b. c. d. e. f. g• h. i. Approved Beer, Liquor, and Wine Applications Name & Address of Business Class New or Renewal Expiration Date Includes Sunday Brighouse Bar & Grill, 307 W. 5th Street C Liquor w/outdoor service Renewal 5/13/2021 x Half Pint Saloon, 1831 Independence Avenue C Liquor w/outdoor service Renewal 4/18/2021 x Kwik Stop 4, 515 Broadway Street B Wine / C Beer / E Liquor Renewal 5/7/2021 x Prime Mart 7, 1309 Lafayette Street B Wine / C Beer / E Liquor Renewal 4/30/2021 x Scoreboard Bar & Grill, 814 Laporte Road C Liquor w/outdoor service Renewal 3/31/2021 x Southtown Lounge, 2026 Bopp Street C Liquor w/outdoor service Renewal 6/7/2021 x Walgreen's #3590, 3910 University Avenue B Wine / C Beer / E Liquor Renewal _ 6/16/2021 x Walgreen's #7455, 111 W. Ridgeway Avenue B Wine / C Beer / E Liquor Renewal 6/16/2021 x Walgreen's #10855, 1850 Logan Avenue B Wine / C Beer / E Liquor Renewal 6/16/2021 x 3. Bonds. Roll call vote -Ayes: Seven. Motion carried. PUBLIC HEARINGS 157900 - Morrissey/Feuss that proof of publication of notice of public hearing on a request by Esad Osmic to rezone 0.945 acres of property, located at 122 Black Hawk Road, from "C-2" Commercial District to "C-P" Planned Commercial District with conditions, to allow for a truck repair and truck terminal business, as published in the Waterloo Courier on May 29, 2020, be received and placed on file. Voice vote - Ayes: Seven. Motion carried. This being the time and place of public hearing, the Mayor called for written and oral comments and there were none. Forest Dillavou, 1725 Huntington Road, commented that he owns property near this location. He encouraged council to withhold their vote to approve the rezone request until they have had an Page 13 of 422 June 8, 2020 Page 5 opportunity to look at the property, as there are several issues with how the property is currently being maintained. Mayor Hart questioned if there are code violations on the property. Forest Dillavou clarified what code violations he has witnessed on the property and questioned the hours of operation for the business as well. Noel Anderson, Community Planning and Development Director, commented he does not know the hours of operation off hand and would need to look that up. Mateja Potocnik, co-owner of White Wing Trucking, commented that they purchased the building two years ago and it was in terrible shape but they have cleaned up the property. She explained the truck on the property is used for salvaged parts but they are willing to move it if necessary. She explained they work from 7:00 a.m. to 4:00 p.m. and the primarily use is to dispatch trucks but occasionally a truck may come onto the property after-hours to be checked by the business owner then they are back on the road. Mayor Hart questioned if Ms. Potocnik could respond to the comment regarding items on the outside of the building. Mateja Potocnik commented that the owner is using the truck for parts and that the shed was attached to the building when the purchased the property and they are working to repair damage from a recent windstorm. She explaine3d that everything else is cleaned up and mowed. There are some bricks on pallets from the previous owner but they have worked to clean them up. Neighbors have commented that this is the best the property has looked since they took it over. Noel Anderson commented that the Planning and Zoning Commission unanimously approved the rezone with conditions, and he listed the conditions. 157901 - Morrissey/Feuss that the hearing be closed and oral comments and recommendation of approval of the Planning, Programming and Zoning Commission, be received and placed on file. Voice vote -Ayes: Seven. Motion carried. 157902 - Morrissey/Grieder that "an ordinance amending Ordinance No. 5079, as amended, City of Waterloo Zoning Ordinance, by amending the Official Zoning Map referred to in Section 10-4-4, approving a rezone of certain property from "C-2" Commercial District to "C-P" Planned Commercial District with conditions, located at 122 Black Hawk Road", be received, placed on file, considered and passed for the first time. Roll call vote -Ayes: Seven. Motion carried. 157903 - Morrissey/Grieder that rules requiring ordinances to be considered and voted for passage at two prior meetings be suspended. Roll call vote -Ayes: Three. Nays: Four (Boesen, Amos, Klein, and Juon). Motion failed. 157904 - Grieder/Feuss that proof of publication of notice of public hearing on the Amendment to the 2019-2023 Community Development Five Year Consolidated Plan and Citizen Participation Plan, as published in the Waterloo Courier on May 29, 2020, be received and placed on file. Voice vote -Ayes: Seven. Motion carried. This being the time and place of public hearing, the Mayor called for written and oral comments and there were none. 157905 - Feuss/Grieder that the hearing be closed. Voice vote -Ayes: Seven. Motion carried. Page 14 of 422 June 8, 2020 Page 6 157906 - Feuss/Grieder that "Resolution to approve amendment to the Community Development 2019-2023 Five -Year Consolidated Plan and revising the Citizen Participation Plan to receive and administer Community Development Block Grant funding made available thru the Coronavirus Aid, Relief and Economic Security Act for prevention, preparation and response to Coronavirus, including a five-day comment period", be adopted. Roll -call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2020-423. RESOLUTIONS 157907 - Amos/Morrissey that "Resolution approving Amendment No. 1 to a Professional Services Agreement with MSA, Inc., of Cedar Rapids, Iowa, originally executed March 25, 2019, in an amount not to exceed $7,000, in conjunction with the traffic study of Ridgeway Avenue from Kimball Avenue to US Hwy. 63, and authorizing the Mayor to execute said document", be adopted. Roll call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2020-424. 157908 - Amos/Morrissey that "Resolution approving Supplemental Agreement No. 2 to a Professional Services Agreement with Wayne Claassen Engineering and Surveying, Inc., originally executed September 3, 2019, in the amount of $3,600, in conjunction with the FY 2020 Brock 3rd Addition Lots 2 and 3 Sanitary Sewer Extension, Contract No. 986, and authorizing the Mayor and City Clerk to execute said documents", be adopted. Roll call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2020-425. 157909 - Amos/Morrissey that "Resolution approving a Professional Services Agreement with Vandewalle and Associates for FY 2020-2021, in the amount of $72,000, in conjunction with continued work on downtown Waterloo planning efforts, redevelopment design, riverfront development and funding opportunities, and authorizing the Mayor to execute said documents", be adopted. Roll call vote -Ayes: Seven. Motion carried. Mr. Morrissey questioned if planning for redeveloping the Courier block and the old Montgomery Ward building is in consideration. He commented that he did not see mention of expanding focus to the north and east side of Waterloo. Brian Vandewalle, Vandewalle and Associates, commented that Lupita Alvarez is working with the Mayor on a plan to create a walkable and bikeable system that connects East High to learning centers and internship opportunities for students in downtown Waterloo at TechWorks and Hawkeye Community College. Mayor Hart commented that when the 24/7 Wall Street report was released he sat down with John Deere Officials to discuss how they could better benefit the community. They are in the process of ironing out the role they will play such as resource initiatives. They are currently working to put together something tangible for council to review. The goal is to have live -learn neighborhoods and continue to expand that concept out to the whole community. Mr. Morrissey questioned an update on the Courier block and the old Montgomery Ward building. Brian Vandewalle explained that the buildings have been vacant and getting blighted and that a recent occupant determined it was not cost feasible for them to make improvements. However, if the city wishes to proceed now would be the time and it could be incorporated into their plans. He also noted that this would be a money issue and a pollution issue because there is lead based ink in the building. They are working on a site assessment and with Waterloo Development Corporation to work with the current property owner to get acquisition to do the assessment. Page 15 of 422 June 8, 2020 Page 7 Mayor Hart commented that communities with a plan, vision, and are aggressive, are in a prime position to receive entitlements from the federal government. Mrs. Juon commented that she would like a copy of the map of downtown along with the document that discusses funding for different projects. Mr. Morrissey requested a tour of the Courier block building and Montgomery Ward structure. Brian Vandewalle commented that they are working to gain access to the building and that the City Attorney has drafted an offer to purchase between Waterloo Development Corporation and the current owner and noted the various other steps that would still need to take place. Resolution adopted and upon approval by Mayor assigned No. 2020-426. ORDINANCES 157910 - Klein/Juon that "an ordinance enacting a new Section 5-2-14, Pedestrian Safety, Use of Medians", be received, placed on file, considered and passed for the third time and adopted. Roll call vote -Ayes: Five. Nays: Two (Morrissey and Grieder). Motion carried. Mr. Morrissey questioned if people are allowed to stand along the roadway at identified intersections. Martin Petersen, City Attorney, commented that the ordinance does not prohibit standing along the side of the street. Mr. Morrissey questioned if someone could be asked to move to the side of the road, be given a warning, then if they persist to give them a $10 citation for a first offense, with subsequent citations of $25 with an option of community service. Mayor Hart questioned if there is a fee schedule. Martin Petersen commented that there is not a fee schedule, only a general misdemeanor penalty imposed by the courts. Mayor Hart questioned if that could be switched to a municipal infraction later. Martin Petersen confirmed. Mr. Grieder commented that he would be bringing two amendments to this ordinance if it passes. The first is to move it from a misdemeanor to a municipal infraction and the other equalizing language on the width of the median. Ordinance adopted and upon approval by Mayor assigned No. 5559. Mayor Hart announced that on June 1 1th at 4:00 p.m. at Sullivan Park, there will be a meet and greet with Mayor Fitzgerald. Mrs. Juon questioned why the council will meet on June 29th, instead of July 6th. Mayor Hart explained that due to fifth Monday falling at the fiscal year end, it is necessary to switch the two meetings so that the bills can be paid along with all of the final revenue calculations. ADJOURNMENT 157911 - Morrissey/Boesen that the Council adjourn at 6:31 p.m. Voice vote -Ayes: Seven. Motion carried. Kelley Felchle City Clerk Page 16 of 422 CITY OF WATERLOO Council Communication Proclamation Declaring June 2020 Healthy Homes Month. City Council Meeting: 6/15/2020 Prepared: REVIEWERS: Department Reviewer Action Date Mayor Office Wyatt, Kendra Approved 6/9/2020 - 3:15 PM Clerk Office Higby, Nancy Approved 6/9/2020 - 5:23 PM ATTACHMENTS: Description Type ❑ Healthy Homes Month Cover Memo Submitted by: Submitted By: Page 17 of 422 CITY OF WATERLOO, IOWA PROCLAMATION WHEREAS, home health and safety hazards, including physical safety hazards, lead -based paint, radon, mold, pests, and allergens, cause or contribute to a wide range of illnesses and diseases, including lead poisoning, asthma, cancer, and injuries; and WHEREAS, lead poisoning affects thousands of City of Waterloo children under the age of six WHE REAS, (6) years; WHER AS, accidents in the home hurt hundreds of City of Waterloo people every year; and WHEREAS, many of City of Waterloo children die from chemicals stored and used improperly in the home; WHEREAS, dozens of City of Waterloo residents die from carbon monoxide poisoning every year; WHEREAS, many Waterloo families and households are unaware that their homes can have serious health hazards; and WHEREAS, education and awareness about dangers of unhealthy or unsafe housing can save lives. NOW, THEREFORE, I, Quentin Hart, Mayor of the City of Waterloo, Iowa, do hereby proclaim the month of June 2020, as: HEALTHY BIOMES MONnI in Waterloo, Iowa, to observe this month with appropriate programs and activities designed to enhance public awareness of home health and safety hazards and the ways we can protect our families from these hazards. IN WITNESS WHEREOF, I have hereunto subscribed my name and caused the Seal of the City of Waterloo to be affixed this 15th day of June, 2020. ATTEST: Kelley Felchle City Clerk Quentin Hart Mayor -A-CulT71 Page 18 of 422 CITY OF WATERLOO Council Communication Proclamation Declaring June 19, 2020 as Juneteenth Celebration. City Council Meeting: 6/15/2020 Prepared: REVIEWERS: Department Reviewer Action Date Mayor Office Wyatt, Kendra Approved 6/12/2020 - 3:01 PM Clerk Office Felchle, Kelley Approved 6/12/2020 - 3:13 PM ATTACHMENTS: Description Type ❑ Juneteenth Celebration Cover Memo Submitted by: Submitted By: Page 19 of 422 1. CITY OF WATERLOO, I0Wi4 PROCLAMATION ATION WHEREAS, on June 19, 1865, Union soldiers led by Major General Gordon Granger landed at Galveston, Texas, to enforce President Lincoln's Emancipation Proclamation and declare freedom for all slaves; and WHEREAS, each year thereafter, former Texas slaves and their descendents joined in a celebration of freedom and the commemoration became known as "Juneteenth"; and WHEREAS, across our nation, Americans celebrate Juneteenth, a day to reflect on the sufferings of slavery and to remember the joyful declaration of freedom. It is a time of rejoicing with family and friends and a time for planning the future; and WHEREAS, this celebration gives us the opportunity to commemorate African American heritage. As we honor the courage and fortitude of our ancestors, we renew our commitment to combat injustice with the triumphant spirit of freedom. NOW, THEREFORE, I, Quentin Hart, Mayor of the City of Waterloo, Iowa, do hereby proclaim June 19, 2020, as JUNETEENTH CELEBRATION in the City of Waterloo and acknowledge the many contributions African Americans have made to our great Nation. Today is an opportunity to recommit ourselves to confronting injustice wherever we find it and upholding the dignity of all people. By doing so, we protect the freedom and democratic ideals that will keep America strong for generations to come. IN WITNESS WHEREOF I have here unto set my hand and caused the official seal of the City of Waterloo, Iowa to be affixed this 15th day of June 2020. ATTEST: K iVey Felc City Clerk 1\l�Fu 4'/)\1I:N Quentin Hart Mayor rage zu or 4LL CITY OF WATERLOO Council Communication Recognition of 30 Years of Service for Joseph Leibold. City Council Meeting: 6/15/2020 Prepared: REVIEWERS: Department Reviewer Action Date Mayor Office Wyatt, Kendra Approved 6/5/2020 - 4:19 PM Clerk Office Higby, Nancy Approved 6/9/2020 - 9:25 AM Submitted by: Submitted By: Page 21 of 422 CITY OF WATERLOO Council Communication Recognition of 30 Years of Service for Andrew Clark. City Council Meeting: 6/15/2020 Prepared: REVIEWERS: Department Reviewer Action Date Mayor Office Wyatt, Kendra Approved 6/5/2020 - 4:19 PM Clerk Office Higby, Nancy Approved 6/9/2020 - 9:25 AM Submitted by: Submitted By: Page 22 of 422 CITY OF WATERLOO Council Communication Resolution approving the use of not to exceed $18,367 in Northeast Site Urban Renewal Area Tax Increment Financing funds for the acquisition of property for future development. City Council Meeting: 6/15/2020 Prepared: 6/3/2020 REVIEWERS: Department Finance Clerk Office ATTACHMENTS: Description Council Comm TIF Advance NE Site Prop Acq June 2020 u Internal Advance NE Site Property Acq June 2020 u Reviewer Weidner, Michelle Higby, Nancy Action Approved Approved SUBJECT: Submitted by: Expenditure Required: Source of Funds: Alternative: Background Information: Type Backup Material Backup Material Date 6/9/2020 - 7:56 PM 6/10/2020 - 9:11 AM Resolution approving the use of not to exceed $18,367 in Northeast Site Urban Renewal Area Tax Increment Financing funds for the acquisition of property for future development. Submitted By: Michelle Weidner, Chief Financial Officer Not to exceed $18,367. Tax increment in the Northeast Site Urban Renewal Area. The City could use general obligation bonds for the development. Under current Tax Increment Financing (TIF) law, in order to make payments for this project from a tax increment financing district without issuing bonds, the city is required to advance the funds from the Capital Improvements Fund and then repay that advance using cash from the Tax Increment Financing Fund. The enclosed resolution format has been drafted by our bond attorney for that purpose. Page 23 of 422 Mayor QUENTIN HART COUNCIL MEMBERS CITY OF WATERLOO, IOWA CITY CLERK AND FINANCE DEPARTMENT KELLEY FELCHLE • City Clerk MICHELLE WEIDNER, CPA • Chief Financial Officer Council Communication City Council Meeting: June 15, 2020 Prepared: June 3, 2020 Submitted By: Michelle Weidner, Chief Financial Officer Number of Attachments: 1 MARGARET SUBJECT: Approval of use of Tax Increment Funds for development in the KLEIN Northeast Site Tax Increment Financing District Ward 1 Submitted by: Michelle C. Weidner, Chief Financial Officer JONATHAN GRIEDER Recommended City Council Action: Planning has requested that the City Council adopt a Ward resolution authorizing the use of Northeast Industrial Site Urban Renewal Area Tax Increment PATRICK Financing funds for the acquisition of property generally located in the NE Site TIF district in the amount of $13,367, plus up to $5,000 in closing costs. MORRISSEY Ward 3 Summary Statement: JEROME Expenditure Required: Not to exceed $18,367 AMOS, JR. Ward4 Source of Funds: Tax Increment in NE Site Urban Renewal Area RAY FEUSS Policy Issue: N/A Ward 5 Alternative: SHARON NON Background Information: Under current Tax Increment Financing (TIF) law, in order At -Large to make payments for this project from a tax increment financing district without issuing bonds, the city is required to advance the funds from the Capital Improvements Fund and then repay that DAVE advance using the cash from the Tax Increment Financing Fund. The enclosed resolution format BOESEN has been drafted by our bonding attorney for that purpose. At -Large WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Page 24 of 422 RESOLUTION NO. RESOLUTION APPROVING AN ADVANCE OF FUNDS FOR REPAYMENT FROM THE NORTHEAST INDUSTRIAL SITE URBAN RENEWAL TAX INCREMENT REVENUE FUND AND DIRECTING THE FILING OF CERTIFICATION UNDER IOWA CODE SECTION 403.19 WHEREAS, the City of Waterloo, Iowa has established the Northeast Industrial Site Urban Renewal Area (the "Urban Renewal Area") and is undertaking certain projects within the Urban Renewal Area, including acquisition of real property for future development of the Northeast Site Urban Renewal Area; and WHEREAS, in furtherance thereof the City Council has heretofore, by Resolution 2019-834 adopted on November 4, 2019, approved and authorized execution of a Real Estate Purchase Agreement between the City of Waterloo, as Buyer, and Petcor N.A. Corporation, as Seller, related to the Seller's real property located generally in the Northeast Industrial Site Urban Renewal Area, Waterloo, Iowa which property will be included in the future development of the Northeast Industrial Site Urban Renewal Area (the "Project"); and WHEREAS, in order to advance funds for the cost of the Project, it is necessary to make certain findings under Chapter 403 of the Code of Iowa; and WHEREAS, it is the intention of the City to certify the amount of funds so advanced, together with interest, for reimbursement under Iowa Code Section 403.19; and WHEREAS, the amount of funds to be advanced for the Project shall not exceed $13,387, plus up to $5,000 in closing costs. NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Waterloo, Iowa, as follows: Section 1. Pursuant to Ordinance No. 4688 there has been established the Northeast Industrial Site Urban Renewal Area Tax Increment Revenue Fund (the Tax Increment Fund), into which all incremental property tax revenues received from the Northeast Industrial Site Urban Renewal Area are deposited. The Council finds the Page 25 of 422 Project to be an Urban Renewal Project as defined in Iowa Code Chapter 403, and further approves an advance of City funds for said Project. Section 2. It is hereby directed that an amount not to exceed $18,087 be advanced from time to time from the Capital Improvements Fund in order to pay the costs of the Project. The advance shall be treated as an internal loan from the Capital Improvements Fund and shall be repaid to the Capital Improvements Fund from the Tax Increment Fund at the earliest opportunity, without interest. Section 3. The Chief Financial Officer and other City officials having responsibility for the books and records of the City shall take such actions as are necessary to comply with this Resolution, including but not limited to inclusion of these amounts in the budget, the advance and transfer of funds for the Project, and certification for reimbursement under Iowa Code Section 403.19. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA, this day of , 2020. Mayor ATTEST: City Clerk Page 26 of 422 CIG-3 CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) I, the undersigned City Clerk of Waterloo, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said 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 Council 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 Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council 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 said 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 city offices as indicated therein, that no Council vacancy existed except as may be stated in said 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 said Municipality hereto affixed this day of , 20. SEAL DCORNELL/ 569667.1 /MSWord\11310.000 City Clerk, Waterloo, Iowa Page 27 of 422 CITY OF WATERLOO Council Communication Resolution approving the use of not to exceed $109,500 in Northeast Site Urban Renewal Area Tax Increment Financing funds for a Professional Services Agreement with AECOM Technical Services, Inc. for wetlands delineation along Martin Luther King Drive. City Council Meeting: 6/15/2020 Prepared: 6/3/2020 REVIEWERS: Department Finance Clerk Office ATTACHMENTS: Description Council Comm NE June 2020 Internal Advance NE Site Wetlands Delineation AECOM June 2020 SUBJECT: Submitted by: Expenditure Required: Source of Funds: Alternative: Background Information: Reviewer Weidner, Michelle Higby, Nancy Action Approved Approved Type Site Wetlands Delineation AECOM Backup Material Backup Material Date 6/9/2020 - 7:54 PM 6/10/2020 - 9:11 AM Resolution approving the use of not to exceed $109,500 in Northeast Site Urban Renewal Area Tax Increment Financing funds for a Professional Services Agreement with AECOM Technical Services, Inc. for wetlands delineation along Martin Luther King Drive. Submitted By: Michelle Weidner, Chief Financial Officer Not to exceed $109,500. Tax increment in the Northeast Site Urban Renewal Area. The City could use general obligation bonds for the development. Under current Tax Increment Financing (TIF) law, in order to make payments for this project from a tax increment financing district without issuing bonds, the city is required to advance the funds from the Capital Improvements Fund and then repay that advance using cash from the Tax Increment Financing Fund. The enclosed resolution format has been drafted by our bond attorney for that purpose. Page 28 of 422 Mayor QUENTIN HART COUNCIL MEMBERS CITY OF WATERLOO, IOWA CITY CLERK AND FINANCE DEPARTMENT KELLEY FELCHLE • City Clerk MICHELLE WEIDNER, CPA • Chief Financial Officer Council Communication City Council Meeting: June 15, 2020 Prepared: June 3, 2020 Submitted By: Michelle Weidner, Chief Financial Officer Number of Attachments: 1 MARGARET SUBJECT: Approval of use of Tax Increment Funds for development in the KLEIN Northeast Site Tax Increment Financing District Ward 1 Submitted by: Michelle C. Weidner, Chief Financial Officer JONATHAN GRIEDER Recommended City Council Action: Planning has requested that the City Council adopt a Ward resolution approving the use of Northeast Industrial Site Urban Renewal Area Tax Increment PATRICK Financing funds in an amount not to exceed $109,500 for a professional services agreement with AECOM Technical Services, Inc. for design services to delineate wetlands along Martin Luther King MORRISSEY Drive. Ward 3 Summary Statement: JEROME AMOS, JR. Expenditure Required: Not to exceed $109,500. Ward 4 Source of Funds: Tax Increment in NE Site Urban Renewal RAY Area FEUSS Wards Policy Issue: N/A SHARON Alternative: NON At -Large Background Information: Under current Tax Increment Financing (TIF) law, in order to make payments for this project from a tax increment financing district without issuing bonds, the DAVE city is required to advance the funds from the Capital Improvements Fund and then repay that BOESEN advance using the cash from the Tax Increment Financing Fund. The enclosed resolution format At -Large has been drafted by our bonding attorney for that purpose. WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Page 29 of 422 RESOLUTION NO. RESOLUTION APPROVING AN ADVANCE OF FUNDS FOR REPAYMENT FROM THE NORTHEAST INDUSTRIAL SITE URBAN RENEWAL TAX INCREMENT REVENUE FUND AND DIRECTING THE FILING OF CERTIFICATION UNDER IOWA CODE SECTION 403.19 WHEREAS, the City of Waterloo, Iowa has established the Northeast Industrial Site Urban Renewal Area (the "Urban Renewal Area") and is undertaking certain projects within the Urban Renewal Area, including surveying the area for future development of the Northeast Site Urban Renewal Area; and WHEREAS, in furtherance thereof the City Council has heretofore, by Resolution 2019-739 adopted on September 23, 2019, approved and authorized a Professional Services Agreement with AECOM Technical Services, Inc. for design services to delineate wetlands along Martin Luther King Drive within the Northeast Industrial Site Urban Renewal Area (the "Project"); and WHEREAS, in order to advance funds for the cost of the Project, it is necessary to make certain findings under Chapter 403 of the Code of Iowa; and WHEREAS, it is the intention of the City to certify the amount of funds so advanced, together with interest, for reimbursement under Iowa Code Section 403.19; and WHEREAS, the amount of funds to be advanced for the Project shall not exceed $109,500, including administrative expenses. NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Waterloo, Iowa, as follows: Section 1. Pursuant to Ordinance No. 4688 there has been established the Northeast Industrial Site Urban Renewal Area Tax Increment Revenue Fund (the Tax Increment Fund), into which all incremental property tax revenues received from the Northeast Industrial Site Urban Renewal Area are deposited. The Council finds the Project to be an Urban Renewal Project as defined in Iowa Code Chapter 403, and further approves an advance of City funds for said Project. Page 30 of 422 Section 2. It is hereby directed that an amount not to exceed $109,500 be advanced from time to time from the Capital Improvements Fund in order to pay the costs of the Project. The advance shall be treated as an internal loan from the Capital Improvements Fund and shall be repaid to the Capital Improvements Fund from the Tax Increment Fund at the earliest opportunity, without interest. Section 3. The Chief Financial Officer and other City officials having responsibility for the books and records of the City shall take such actions as are necessary to comply with this Resolution, including but not limited to inclusion of these amounts in the budget, the advance and transfer of funds for the Project, and certification for reimbursement under Iowa Code Section 403.19. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA, this day of , 2020. Mayor ATTEST: City Clerk Page 31 of 422 CIG-3 CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) I, the undersigned City Clerk of Waterloo, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said 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 Council 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 Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council 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 said 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 city offices as indicated therein, that no Council vacancy existed except as may be stated in said 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 said Municipality hereto affixed this day of , 20. SEAL DCORNELL/ 569667.1 /MSWord\11310.000 City Clerk, Waterloo, Iowa Page 32 of 422 CITY OF WATERLOO Council Communication Resolution approving the use of not to exceed $11,000 in Northeast Site Urban Renewal Area Tax Increment Financing funds for a Professional Services Agreement with MMS Consultants, Inc. for wetlands delineation and final platting services. City Council Meeting: 6/15/2020 Prepared: 6/3/2020 REVIEWERS: Department Finance Clerk Office ATTACHMENTS: Description Council Comm NE Site Internal Advance Wetlands Delineation June 2020 Internal Advance NE Site Wetlands Delineation June 2020 u Reviewer Weidner, Michelle Higby, Nancy Action Approved Approved SUBJECT: Submitted by: Expenditure Required: Source of Funds: Alternative: Background Information: Type Backup Material Backup Material Date 6/9/2020 - 7:55 PM 6/10/2020 - 9:11 AM Resolution approving the use of not to exceed $11,000 in Northeast Site Urban Renewal Area Tax Increment Financing funds for a Professional Services Agreement with MMS Consultants, Inc. for wetlands delineation and final platting services. Submitted By: Michelle Weidner, C hief Financial Officer Not to exceed $11,000. Tax increment in the Northeast Site Urban Renewal Area. The City could use general obligation bonds for the development. Under current Tax Increment Financing (TIF) law, in order to make payments for this project from a tax increment financing district without issuing bonds, the city is required to advance the funds from the Capital Improvements Fund and then repay that advance using cash from the Tax Increment Financing Fund. The enclosed resolution format has been drafted by our bond attorney for that purpose. Page 33 of 422 Mayor QUENTIN HART COUNCIL MEMBERS CITY OF WATERLOO, IOWA CITY CLERK AND FINANCE DEPARTMENT KELLEY FELCHLE • City Clerk MICHELLE WEIDNER, CPA • Chief Financial Officer Council Communication City Council Meeting: June 15, 2020 Prepared: June 3, 2020 Submitted By: Michelle Weidner, Chief Financial Officer Number of Attachments: 1 MARGARET SUBJECT: Approval of use of Tax Increment Funds for development in the KLEIN Northeast Site Tax Increment Financing District Ward 1 Submitted by: Michelle C. Weidner, Chief Financial Officer JONATHAN GRIEDER Recommended City Council Action: Planning has requested that the City Council adopt a Ward resolution approving the use of Northeast Industrial Site Urban Renewal Area Tax Increment PATRICK Financing funds in an amount not to exceed $11,000 for a professional services agreement with MMS Consultants, Inc. for wetland delineation and final platting services. MORRISSEY Ward 3 Summary Statement: JEROME Expenditure Required: Not to exceed $11,000 AMOS, JR. Ward4 Source of Funds: Tax Increment in NE Site Urban Renewal Area RAY FEUSS Policy Issue: N/A Ward 5 Alternative: SHARON NON Background Information: Under current Tax Increment Financing (TIF) law, in order At -Large to make payments for this project from a tax increment financing district without issuing bonds, the city is required to advance the funds from the Capital Improvements Fund and then repay that DAVE advance using the cash from the Tax Increment Financing Fund. The enclosed resolution format BOESEN has been drafted by our bonding attorney for that purpose. At -Large WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Page 34 of 422 RESOLUTION NO. RESOLUTION APPROVING AN ADVANCE OF FUNDS FOR REPAYMENT FROM THE NORTHEAST INDUSTRIAL SITE URBAN RENEWAL TAX INCREMENT REVENUE FUND AND DIRECTING THE FILING OF CERTIFICATION UNDER IOWA CODE SECTION 403.19 WHEREAS, the City of Waterloo, Iowa has established the Northeast Industrial Site Urban Renewal Area (the "Urban Renewal Area") and is undertaking certain projects within the Urban Renewal Area, including surveying the area for future development of the Northeast Site Urban Renewal Area; and WHEREAS, in furtherance thereof the City Council has heretofore approved and authorized a Professional Services Agreement with MMS Consultants, Inc. for wetland delineation and final platting services within the Northeast Industrial Site Urban Renewal Area (the "Project"); and WHEREAS, in order to advance funds for the cost of the Project, it is necessary to make certain findings under Chapter 403 of the Code of Iowa; and WHEREAS, it is the intention of the City to certify the amount of funds so advanced, together with interest, for reimbursement under Iowa Code Section 403.19; and WHEREAS, the amount of funds to be advanced for the Project shall not exceed $11,000, including administrative expenses. NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Waterloo, Iowa, as follows: Section 1. Pursuant to Ordinance No. 4688 there has been established the Northeast Industrial Site Urban Renewal Area Tax Increment Revenue Fund (the Tax Increment Fund), into which all incremental property tax revenues received from the Northeast Industrial Site Urban Renewal Area are deposited. The Council finds the Project to be an Urban Renewal Project as defined in Iowa Code Chapter 403, and further approves an advance of City funds for said Project. Page 35 of 422 Section 2. It is hereby directed that an amount not to exceed $11,000 be advanced from time to time from the Capital Improvements Fund in order to pay the costs of the Project. The advance shall be treated as an internal loan from the Capital Improvements Fund and shall be repaid to the Capital Improvements Fund from the Tax Increment Fund at the earliest opportunity, without interest. Section 3. The Chief Financial Officer and other City officials having responsibility for the books and records of the City shall take such actions as are necessary to comply with this Resolution, including but not limited to inclusion of these amounts in the budget, the advance and transfer of funds for the Project, and certification for reimbursement under Iowa Code Section 403.19. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA, this day of , 2020. Mayor ATTEST: City Clerk Page 36 of 422 CIG-3 CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) I, the undersigned City Clerk of Waterloo, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said 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 Council 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 Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council 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 said 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 city offices as indicated therein, that no Council vacancy existed except as may be stated in said 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 said Municipality hereto affixed this day of , 20. SEAL DCORNELL/ 569667.1 /MSWord\11310.000 City Clerk, Waterloo, Iowa Page 37 of 422 CITY OF WATERLOO Council Communication Resolution approving the use of Downtown Urban Renewal Area Tax Increment Financing District funds, in an amount not to exceed $450,000, for a grant to Makenda, LLC and assigns for the acquisition and redevelopment of the former Ramada Hotel property. City Council Meeting: 6/15/2020 Prepared: 6/6/2020 REVIEWERS: Department Reviewer Action Date Finance Weidner, Michelle Approved 6/9/2020 - 7:54 PM Clerk Office Higby, Nancy Approved 6/10/2020 - 9:19 AM ATTACHMENTS: Description Type o Council Comm Downtown Grant to Makenda 2020 Backup Material o Internal Advance Downtown Grant to Makenda 2020 Backup Material Resolution approving the use of Downtown Urban Renewal Area Tax SUBJECT: Increment Financing District funds, in an amount not to exceed $450,000, for a grant to Makenda, LLC and assigns for the acquisition and redevelopment of the former Ramada Hotel property. Submitted by: Submitted By: Michelle Weidner, Chief Financial Officer Planning has requested that Council approve a resolution authorizing the use Recommended Action: of Downtown Renewal Area Tax Increment Financing funds for a grant to Makenda, LLC and assigns for the acquisition and redevelopment of the former Ramada Hotel property. Expenditure Required: Not to exceed $450,000. S ource of Funds: Tax increment in the Downtown Urban Renewal TIF District. Alternative: The City could use general obligation bonds for the development. Background Information: Under current Tax Increment Financing (TIF) law, in order to make payments for this project from a tax increment financing district without issuing bonds, the city is required to advance the funds from the Capital Improvements Fund and then repay that advance using cash from the Tax Increment Financing Fund. The enclosed resolution format has been drafted by our bond attorney for that purpose. Page 38 of 422 Mayor QUENTIN HART COUNCIL MEMBERS CITY OF WATERLOO, IOWA CITY CLERK AND FINANCE DEPARTMENT KELLEY FELCHLE • City Clerk MICHELLE WEIDNER, CPA • Chief Financial Officer Council Communication City Council Meeting: June 15, 2020 Prepared: June 6, 2020 Submitted By: Michelle Weidner, Chief Financial Officer Number of Attachments: 1 MARGARET SUBJECT: Approval of use of Tax Increment Funds for development in the KLEIN Downtown Tax Increment Financing District Ward 1 Submitted by: Michelle C. Weidner, Chief Financial Officer JONATHAN GRIEDER Recommended City Council Action: Planning has requested that the City Council adopt a Ward resolution authorizing the use of Downtown Urban Renewal Area Tax Increment Financing funds for PATRICK economic development grants for the acquisition of property generally located in the Downtown TIF district in the amount of $450,000. MORRISSEY Ward 3 Summary Statement: JEROME Expenditure Required: Not to exceed $450,000 AMOS, JR. Ward4 Source of Funds: Tax Increment in Downtown Urban Renewal Area RAY Policy Issue: N/A FEUSS Ward 5 Alternative: SHARON Background Information: Under current Tax Increment Financing (TIF) law, in order JUON to make payments for this project from a tax increment financing district without issuing bonds, the At -Large city is required to advance the funds from the Capital Improvements Fund and then repay that advance using the cash from the Tax Increment Financing Fund. The enclosed resolution format DAVE has been drafted by our bonding attorney for that purpose. BOESEN At -Large WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Page 39 of 422 RESOLUTION NO. RESOLUTION APPROVING AN ADVANCE OF FUNDS FOR REPAYMENT FROM THE DOWNTOWN URBAN RENEWAL TAX INCREMENT REVENUE FUND AND DIRECTING THE FILING OF CERTIFICATION UNDER IOWA CODE SECTION 403.19 WHEREAS, the City of Waterloo, Iowa has established the Downtown Urban Renewal Area (the "Urban Renewal Area") and is undertaking certain projects within the Urban Renewal Area, including the acquisition of real property and economic development grants to developers for future development of the Downtown Urban Renewal Area; and WHEREAS, in furtherance thereof the City Council has heretofore, by Resolution 2019-788 adopted on October 14, 2019, approved and authorized execution of a development agreement with Makenda, LLC, including economic development grants of $150,000 to Makenda LLC and $300,000 to Waterloo Hospitality LLC, a related company, for the redevelopment of the Ramada Hotel located at 205 West 4th Street located in the Downtown Urban Renewal Area (the "Project"); and WHEREAS, in order to advance funds for the cost of the Project, it is necessary to make certain findings under Chapter 403 of the Code of Iowa; and WHEREAS, it is the intention of the City to certify the amount of funds so advanced, together with interest, for reimbursement under Iowa Code Section 403.19; and WHEREAS, the amount of funds to be advanced for the Project shall not exceed $450,000. NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Waterloo, Iowa, as follows: Section 1. Pursuant to Ordinance No. 5249 there has been established the Downtown Urban Renewal Area Tax Increment Revenue Fund (the Tax Increment Fund), into which all incremental property tax revenues received from the Downtown Urban Renewal Area are deposited. The Council finds the Project to be an Urban Page 40 of 422 Renewal Project as defined in Iowa Code Chapter 403, and further approves an advance of City funds for said Project. Section 2. It is hereby directed that amounts not to exceed $450,000 be advanced from time to time from the Capital Improvements Fund in order to pay the costs of the Project. The advance shall be treated as an internal loan from the Capital Improvements Fund and shall be repaid to the Capital Improvements Fund from the Tax Increment Fund at the earliest opportunity, without interest. Section 3. The Chief Financial Officer and other City officials having responsibility for the books and records of the City shall take such actions as are necessary to comply with this Resolution, including but not limited to inclusion of these amounts in the budget, the advance and transfer of funds for the Project, and certification for reimbursement under Iowa Code Section 403.19. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA, this day of , 2020. ATTEST: City Clerk 2 Mayor Page 41 of 422 CIG-3 CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) I, the undersigned City Clerk of Waterloo, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said 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 Council 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 Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council 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 said 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 city offices as indicated therein, that no Council vacancy existed except as may be stated in said 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 said Municipality hereto affixed this day of , 20. SEAL City Clerk, Waterloo, Iowa Page 42 of 422 CITY OF WATERLOO Council Communication Resolution approving the use of not to exceed $24,176 in East Waterloo Unified Urban Renewal Area Tax Increment Financing funds for Logan Access Road improvements. City Council Meeting: 6/15/2020 Prepared: 6/7/2020 REVIEWERS: Department Reviewer Action Date Finance Weidner, Michelle Approved 6/9/2020 - 7:57 PM Clerk Office Higby, Nancy Approved 6/10/2020 - 9:20 AM ATTACHMENTS: Description Type ❑ Council Comm TIF Advance E Wloo Logan Access Backup Material Road June 2020 ❑ Internal Advance Logan Access Road June 2020 Backup Material SUBJECT: Submitted by: Expenditure Required: Source of Funds: Alternative: Background Information: Resolution approving the use of not to exceed $24,176 in East Waterloo Unified Urban Renewal Area Tax Increment Financing funds for Logan Access Road improvements. Submitted By: Michelle Weidner, Chief Financial Officer Not to exceed $24,176. Tax increment in the East Waterloo Unified Tax Increment Financing District. The City could use general obligation bonds for the development. Under current Tax Increment Financing (TIF) law, in order to make payments for this project from a tax increment financing district without issuing bonds, the city is required to advance the funds from the Capital Improvements Fund and then repay that advance using cash from the Tax Increment Financing Fund. The enclosed resolution format has been drafted by our bond attorney for that purpose. Page 43 of 422 Mayor QUENTIN HART COUNCIL MEMBERS MARGARET KLEIN Ward 1 JONATHAN GRIEDER Ward 2 PATRICK MORRISSEY Ward 3 JEROME AMOS, JR. Ward 4 RAY FEUSS Ward 5 SHARON NON At -Large DAVE BOESEN At -Large CITY OF WATERLOO, IOWA CITY CLERK AND FINANCE DEPARTMENT KELLEY FELCHLE • City Clerk MICHELLE WEIDNER, CPA • Chief Financial Officer Council Communication City Council Meeting: June 15, 2020 Prepared: June 6, 2020 Submitted By: Michelle Weidner, Chief Financial Officer Number of Attachments: 1 SUBJECT: Approval of use of Tax Increment Funds for development in the East Waterloo Unified Tax Increment Financing District Submitted by: Michelle C. Weidner, Chief Financial Officer Recommended City Council Action: Planning has requested that the City Council adopt a resolution authorizing the use of East Waterloo Unified Tax Increment Financing funds for the construction of road improvements on the Logan Avenue Access Road in the amount of $24,176. Summary Statement: Expenditure Required: Not to exceed $24,176 Source of Funds: Tax Increment in Downtown Urban Renewal Area Policy Issue: N/A Alternative: Background Information: Under current Tax Increment Financing (TIF) law, in order to make payments for this project from a tax increment financing district without issuing bonds, the city is required to advance the funds from the Capital Improvements Fund and then repay that advance using the cash from the Tax Increment Financing Fund. The enclosed resolution format has been drafted by our bonding attorney for that purpose. WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Page 44 of 422 RESOLUTION NO. RESOLUTION APPROVING AN ADVANCE OF FUNDS FOR REPAYMENT FROM THE EAST WATERLOO UNIFIED URBAN RENEWAL TAX INCREMENT REVENUE FUND AND DIRECTING THE FILING OF CERTIFICATION UNDER IOWA CODE SECTION 403.19 WHEREAS, the City of Waterloo, Iowa has established the East Waterloo Unified (Logan) Urban Renewal Area (the "Urban Renewal Area") and is undertaking certain projects within the Urban Renewal Area, including site development for the future development of the area; and WHEREAS, in furtherance thereof the City Council has heretofore, approved and authorized at the Finance Committee dated July 8, 2019 that roadway improvements in the amount of $24,176 be made to the Logan Access Road (the "Project"); and WHEREAS, in order to advance funds for the cost of the Project, it is necessary to make certain findings under Chapter 403 of the Code of Iowa; and WHEREAS, it is the intention of the City to certify the amount of funds so advanced, together with interest, for reimbursement under Iowa Code Section 403.19; and WHEREAS, the amount of funds to be advanced for the Project shall not exceed $500,000, including closing costs. NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Waterloo, Iowa, as follows: Section 1. Pursuant to Ordinance No. 5323 there has been established the East Waterloo Unified Urban Renewal Area Tax Increment Revenue Fund (the Tax Increment Fund), into which all incremental property tax revenues received from the East Waterloo Unified Urban Renewal Area are deposited. The Council finds the Project to be an Urban Renewal Project as defined in Iowa Code Chapter 403, and further approves an advance of City funds for said Project. Page 45 of 422 Section 2. It is hereby directed that $24,176 be advanced from time to time from the Capital Improvements Fund in order to pay the costs of the Project. The advance shall be treated as an internal loan from the Capital Improvements Fund and shall be repaid to the Capital Improvements Fund from the Tax Increment Fund at the earliest opportunity, without interest. Section 3. The Chief Financial Officer and other City officials having responsibility for the books and records of the City shall take such actions as are necessary to comply with this Resolution, including but not limited to inclusion of these amounts in the budget, the advance and transfer of funds for the Project, and certification for reimbursement under Iowa Code Section 403.19. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA, this day of , 2020. ATTEST: City Clerk 2 Mayor Page 46 of 422 CIG-3 CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) I, the undersigned City Clerk of Waterloo, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said 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 Council 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 Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council 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 said 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 city offices as indicated therein, that no Council vacancy existed except as may be stated in said 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 said Municipality hereto affixed this day of , 2020. SEAL DCORNELL/ 569667.1 /MSWord\11310.000 City Clerk, Waterloo, Iowa Page 47 of 422 CITY OF WATERLOO Council Communication Resolution approving the use of Martin Road Urban Renewal Area Tax Increment Financing funds, in an amount not to exceed $40,000, for additional construction costs required for the Brock 3rd Sanitary Sewer and Water Main Construction Project, Contract No. 954. City Council Meeting: 6/15/2020 Prepared: 6/7/2020 REVIEWERS: Department Reviewer Action Date Finance Weidner, Michelle Approved 6/9/2020 - 8:00 PM Clerk Office Higby, Nancy Approved 6/10/2020 - 9:26 AM ATTACHMENTS: Description Type o Council Comm Brock 3rd Constr TIF Advance Backup Material o Internal Advance Martin Rd Contract 954 Backup Material SUBJECT: Submitted by: Recommended Action: Expenditure Required: Source of Funds: Alternative: Background Information: Resolution approving the use of Martin Road Urban Renewal Area Tax Increment Financing funds, in an amount not to exceed $40,000, for additional construction costs required for the Brock 3rd Sanitary Sewer and Water Main Construction Project, Contract No. 954. Submitted By: Michelle Weidner, Chief Financial Officer Planning has requested that Council approve a resolution authorizing the use of Martin Road Urban Renewal Area Tax Increment Financing funds for additional construction services required for the Brock 3rd sanitary sewer and water main construction project (contract 954)/ Not to exceed $40,000. Tax increment in the Martin Road Urban Renewal Area Tax increment Financing District. The City could use general city funds or bond funds for the development. Under current Tax Increment Financing (TIF) law, in order to make payments for this project from a tax increment financing district without issuing bonds, the city is required to advance the funds from the General Fund and then repay that advance using cash from the Tax Increment Financing Fund. The resolution format has been drafted by our bond attorney for that purpose. Page 48 of 422 Mayor QUENTIN HART COUNCIL MEMBERS CITY OF WATERLOO, IOWA CITY CLERK AND FINANCE DEPARTMENT KELLEY FELCHLE • City Clerk MICHELLE WEIDNER, CPA • Chief Financial Officer Council Communication City Council Meeting: June 15, 2020 Prepared: June 6, 2020 Submitted By: Michelle Weidner, Chief Financial Officer Number of Attachments: 1 MARGARET SUBJECT: Approval of use of Tax Increment Funds for development in the Martin KLEIN Road Urban Renewal Tax Increment Financing District Ward 1 Submitted by: Michelle C. Weidner, Chief Financial Officer JONATHAN GRIEDER Ward2 Recommended City Council Action: Planning has requested that Council approve a resolution authorizing the use of Martin Road Tax Increment Financing funds for additional construction PATRICK services for the sanitary sewer and water main extension project (contract 954) for MORRISSEY the Brock 3rd Addition in the Martin Road TIF District in an amount not to exceed Ward3 $40,000 be approved. JEROME AMOS, JR. Summary Statement: Ward 4 Expenditure Required: Not to exceed $40,000 RAY FEUSS Source of Funds: Tax Increment in the Martin Road Tax Increment Financing Ward 5 District SHARON Policy Issue: N/A NON At -Large Alternative: None DAVE Background Information: Under current Tax Increment Financing (TIF) law, in order BOESEN to make payments for this project from a tax increment financing district without issuing bonds, the At -Large city is required to advance the funds from the Capital Improvements Fund and then repay that advance using the cash from the Tax Increment Financing Fund. The enclosed resolution format has been drafted by our bonding attorney for that purpose. WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Page 49 of 422 RESOLUTION NO. RESOLUTION APPROVING AN ADVANCE OF FUNDS FOR REPAYMENT FROM THE MARTIN ROAD URBAN RENEWAL TAX INCREMENT REVENUE FUND AND DIRECTING THE FILING OF CERTIFICATION UNDER IOWA CODE SECTION 403.19 WHEREAS, the City of Waterloo, Iowa has established the Martin Road Urban Renewal Area (the "Urban Renewal Area") and is undertaking certain projects within the Urban Renewal Area including design and construction of a sanitary sewer and water main extension, acquisition of real property and necessary easements for the future development of the Brock 3rd Addition in the Martin Road Urban Renewal Area; and WHEREAS, in furtherance thereof the City Council has heretofore, by resolution 2019-521 adopted on July 8, 2019, approved and authorized the Certificate of Completion and Recommendation of Acceptance of Work for work performed by Pirc- Tobin Construction, Inc. at a total cost of $579,856.35, and also authorized Wayne Claassen Engineering & Surveying to provide design and construction administration services in conjunction with the FY2019 Brock 3rd Addition Sanitary Sewer Extension for the Project; and WHEREAS, in order to advance funds for the cost of the Project, it is necessary to make certain findings under Chapter 403 of the Code of Iowa; and WHEREAS, it is the intention of the City to certify the amount of funds so advanced, together with interest, for reimbursement under Iowa Code Section 403.19; and WHEREAS, the amount of funds to be advanced for the Project shall not exceed $40,000, including administrative costs. NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Waterloo, Iowa, as follows: Section 1. Pursuant to Ordinance No. 5249 there has been established the Martin Road Urban Renewal Area Tax Increment Revenue Fund (the Tax Increment Fund), into which all incremental property tax revenues received from the Martin Road Urban Renewal Area are deposited. The Council finds the Project to be an Urban Page 50 of 422 Renewal Project as defined in Iowa Code Chapter 403, and further approves an advance of City funds for said Project. Section 2. It is hereby directed that $40,000 be advanced from time to time from the Capital Improvements Fund in order to pay the costs of the Project. The advance shall be treated as an internal loan from the Capital Improvements Fund and shall be repaid to the Capital Improvements Fund from the Tax Increment Fund at the earliest opportunity, without interest. Section 3. The Chief Financial Officer and other City officials having responsibility for the books and records of the City shall take such actions as are necessary to comply with this Resolution, including but not limited to inclusion of these amounts in the budget, the advance and transfer of funds for the Project, and certification for reimbursement under Iowa Code Section 403.19. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA, this day of , 2020. ATTEST: City Clerk -2 Mayor Page 51 of 422 CIG-3 CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) I, the undersigned City Clerk of Waterloo, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said 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 Council 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 Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council 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 said 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 city offices as indicated therein, that no Council vacancy existed except as may be stated in said 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 said Municipality hereto affixed this day of ,2011. SEAL City Clerk, Waterloo, Iowa Page 52 of 422 CITY OF WATERLOO Council Communication Resolution approving the use of Martin Road Urban Renewal Area Tax Increment Financing funds, in an amount not to exceed $33,250, for engineering services required for the Brock 3rd Sanitary Sewer Construction Lot 2 Project, Contract No. 986. City Council Meeting: 6/15/2020 Prepared: 6/7/2020 REVIEWERS: Department Reviewer Action Date Finance Weidner, Michelle Approved 6/9/2020 - 8:08 PM Clerk Office Higby, Nancy Approved 6/10/2020 - 9:27 AM ATTACHMENTS: Description Type o Council Comm Eng Contr 986 June 2020 Backup Material o Internal Adv Martin Contract 986 Design June 2020 Backup Material SUBJECT: Submitted by: Recommended Action: Expenditure Required: Source of Funds: Alternative: Background Information: Resolution approving the use of Martin Road Urban Renewal Area Tax Increment Financing funds, in an amount not to exceed $33,250, for engineering services required for the Brock 3rd Sanitary Sewer Construction Lot 2 Project, Contract No. 986. Submitted By: Michelle Weidner, Chief Financial Officer Planning has requested that Council approve a resolution authorizing the use of Martin Road Urban Renewal Area Tax Increment Financing funds for engineering services required for the Brock 3rd sanitary sewer construction Lot 2 project (contract 986). Not to exceed $33,250. Tax increment in the Martin Road Urban Renewal Area Tax increment Financing District. The City could use general city funds or bond funds for the development. Under current Tax Increment Financing (TIF) law, in order to make payments for this project from a tax increment financing district without issuing bonds, the city is required to advance the funds from the General Fund and then repay that advance using cash from the Tax Increment Financing Fund. The resolution format has been drafted by our bond attorney for that purpose. Page 53 of 422 Mayor QUENTIN HART COUNCIL MEMBERS MARGARET KLEIN Ward 1 JONATHAN GRIEDER Ward 2 PATRICK MORRISSEY Ward 3 JEROME AMOS, JR. Ward 4 RAY FEUSS Ward 5 SHARON NON At -Large DAVE BOESEN At -Large CITY OF WATERLOO, IOWA CITY CLERK AND FINANCE DEPARTMENT KELLEY FELCHLE • City Clerk MICHELLE WEIDNER, CPA • Chief Financial Officer Council Communication City Council Meeting: June 15, 2020 Prepared: June 6, 2020 Submitted By: Michelle Weidner, Chief Financial Officer Number of Attachments: 1 SUBJECT: Approval of use of Tax Increment Funds for development in the Martin Road Urban Renewal Tax Increment Financing District Submitted by: Michelle C. Weidner, Chief Financial Officer Recommended City Council Action: Planning has requested that Council approve a resolution authorizing the use of Martin Road Tax Increment Financing funds for engineering services for a sanitary sewer extension project (contract 986) for the Brock 3rd Addition Lot 2 in the Martin Road TIF District in an amount not to exceed $33,250 be approved. Summary Statement: Expenditure Required: Not to exceed $33,250 Source of Funds: Tax Increment in the Martin Road Tax Increment Financing District Policy Issue: N/A Alternative: None Background Information: Under current Tax Increment Financing (TIF) law, in order to make payments for this project from a tax increment financing district without issuing bonds, the city is required to advance the funds from the Capital Improvements Fund and then repay that advance using the cash from the Tax Increment Financing Fund. The enclosed resolution format has been drafted by our bonding attorney for that purpose. WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Page 54 of 422 RESOLUTION NO. RESOLUTION APPROVING AN ADVANCE OF FUNDS FOR REPAYMENT FROM THE MARTIN ROAD URBAN RENEWAL TAX INCREMENT REVENUE FUND AND DIRECTING THE FILING OF CERTIFICATION UNDER IOWA CODE SECTION 403.19 WHEREAS, the City of Waterloo, Iowa has established the Martin Road Urban Renewal Area (the "Urban Renewal Area") and is undertaking certain projects within the Urban Renewal Area including design and construction of a sanitary sewer and water main extension, acquisition of real property and necessary easements for the future development of the Brock 3rd Addition in the Martin Road Urban Renewal Area; and WHEREAS, in furtherance thereof the City Council has heretofore, by resolution 2019-661 adopted on September 3, 2019, approved and authorized a professional services agreement with Wayne Claassen Engineering And Surveying, Inc. for engineering services related to the Brock 3rd Addition Lot 2 sanitary sewer extension related to the Project; and WHEREAS, in order to advance funds for the cost of the Project, it is necessary to make certain findings under Chapter 403 of the Code of Iowa; and WHEREAS, it is the intention of the City to certify the amount of funds so advanced, together with interest, for reimbursement under Iowa Code Section 403.19; and WHEREAS, the amount of funds to be advanced for the Project shall not exceed $33,250, including administrative costs. NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Waterloo, Iowa, as follows: Section 1. Pursuant to Ordinance No. 5249 there has been established the Martin Road Urban Renewal Area Tax Increment Revenue Fund (the Tax Increment Fund), into which all incremental property tax revenues received from the Martin Road Urban Renewal Area are deposited. The Council finds the Project to be an Urban Renewal Project as defined in Iowa Code Chapter 403, and further approves an advance of City funds for said Project. Page 55 of 422 Section 2. It is hereby directed that $33,250 be advanced from time to time from the Capital Improvements Fund in order to pay the costs of the Project. The advance shall be treated as an internal loan from the Capital Improvements Fund and shall be repaid to the Capital Improvements Fund from the Tax Increment Fund at the earliest opportunity, without interest. Section 3. The Chief Financial Officer and other City officials having responsibility for the books and records of the City shall take such actions as are necessary to comply with this Resolution, including but not limited to inclusion of these amounts in the budget, the advance and transfer of funds for the Project, and certification for reimbursement under Iowa Code Section 403.19. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA, this day of , 2020. ATTEST: City Clerk -2 Mayor Page 56 of 422 CIG-3 CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) I, the undersigned City Clerk of Waterloo, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said 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 Council 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 Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council 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 said 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 city offices as indicated therein, that no Council vacancy existed except as may be stated in said 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 said Municipality hereto affixed this day of ,2011. SEAL City Clerk, Waterloo, Iowa Page 57 of 422 CITY OF WATERLOO Council Communication Resolution approving Completion of Project and Acceptance of Work for work performed by Lodge Construction, Inc., of Clarksville, Iowa, in the amount of $596,137.65 and release of retainage in the amount of $26,540.07, in conjunction with the 2018 Remedial Actions Phase IIIB Project, Contract No. 949, receive and file a two-year maintenance bond, and rescinding Resolution No. 2020-382. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date Waste Management bowman, brian Approved 6/9/2020 - 11:53 AM Clerk Office Higby, Nancy Rejected 6/9/2020 - 3:52 PM Waste Management Higby, Nancy Rejected 6/9/2020 - 3:52 PM Waste Management Henrich, Julianna Approved 6/9/2020 - 4:14 PM Waste Management bowman, brian Approved 6/9/2020 - 4:15 PM Clerk Office Higby, Nancy Approved 6/9/2020 - 4:35 PM ATTACHMENTS: Description Type ❑ Memo to Waterloo Mayor and City Council Cover Memo ❑ Completion Statement of Contract No 949 Backup Material ❑ Maintenance Bond Backup Material SUBJECT: Submitted by: Recommended Action: Summary Statement: Expenditure Required: Source of Funds: Resolution approving Completion of Project and Acceptance of Work for work performed by Lodge Construction, Inc., of Clarksville, Iowa, in the amount of $596,137.65 and release of retainage in the amount of $26,540.07,. in conjunction with the 2018 Remedial Actions Phase IIIB Project, Contract No. 949, receive and file a two-year maintenance bond, and rescinding Resolution No. 2020-382. Submitted By: Matt Hosford, Collections Systems Project Director Recommend Approval This resolution is to amend a June 1,2020 Resolution No. 2020-382 to which an incorrect title was entered for Completion of project 2018 Remedial Actions Phase IIIB Cont 949. $26,540.07 of total contract amount of $596,137.65 Sewer funds and SRF funding Page 58 of 422 CITY OF WATERLOO, IOWA WASTE MANAGEMENT SERVICES DEPARTMENT 3505 Easton Ave. • Waterloo, IA 50703 • Phone (319) 291-4553 Date: May 13, 2020 To: Waterloo Mayor and City Council From: Matthew Hosford, P.E., Waste Management Services Re: Resolution Approving Change Order No. 9 and the Final Acceptance of the 2018 Remedial Actions Phase IIIB (Contract No. 949) Background Discussion The 2018 Remedial Actions Phase IIIB is part of the sewer rehabilitation and lining projects laid out in the master plan. Lodge Construction, Inc. completed the work. Change Order No. 9 is a deduction of $24,064.40 from non-SRF funded items. The total cost of completed work was $508,532.05 (SRF) plus $87,605.60 (non- SRF) for a total of $596,137.65. AECOM has reviewed the project and is recommending finalization of the project and the release of the 5% retainage in the amount of $22,159.79 (SRF) and $4,380.28 (non-SRF) for a total of $26,540.07. Recommended Action It is recommended that City Council approve the final acceptance of the completed project and release retainage in the amount of $22,159.79 (SRF) and $4,380.28 (non-SRF) for a total of $26,540.07. Page 59 of 422 A=COM June 9, 2020 Mr. Matt Hosford Waste Management Services City of Waterloo 3505 Easton Avenue Waterloo, Iowa 50702 Subject: 2018 Remedial Actions Phase IIIB — Completion Statement City of Waterloo, Iowa City Contract No. 949 AECOM #60604454 Dear Mr.. Hosford: By this letter, we hereby state: AECOM 319-232-6531 tel 501 Sycamore Street 319-232-0271 fax Suite 222 Waterloo, Iowa 50703 www.aecom.com 1. A final review of the above -referenced project was held, and the project is considered complete as of June 9, 2020. 2. To the best of our knowledge and belief, based on observations of AECOM staff during construction, the contractor, Lodge Construction, Inc., performed the work in accordance with the plans, specifications and contract documents in effect for the above -referenced project. 3. The total cost of the completed work is $508,532.05. „}01111011nuf,f,f o, „0 oEsS:OH',%,, • e `'% :CHRISTOPHER G.. G) Lu : OELKERS z c> 22053 • m . . -tr =,•. ,, 0WA „.," 1 ,,,,,,,,,,,L,,,,,�����4 5 I hereby certify that this engineering document was prepared under my direct personal supervision and that I am a duly Professional Engineer under the laws of the state of Iowa. by me or licensed 06/09/2020 CHRISTOPHER G. OELKERS, P.E. License No. 22053 Date My license renewal date is December 31, 2021. Pages or sheets covered by this seal: All Pages P:\60604454\600_Construction_Support\03-PH IIIB\660_Pay Applications\PE No. 7 - FINAL PAYMENT\20200609 Wat CIPP PH IIIB - Completion Statement.docx Page 60 of 422 SCEVL LODGE 319-239-04180 P.O. BOX 459 I CLARKSVILLE, IA 50619 STEVE@LODG ECONSTRUCrIONINC.COM SITE GRADING SITE UTILITIES DEMOLITION May 18, 2020 Atten: Christopher Oelkers AECOM PO Box 1497 Waterloo, IA 50704-1497 Subject: 2018 Remedial Actions Phase IIIB City Contract No. 949 Dear Christopher, Enclosed please find the following documents: • 4 Copies of the Maintenance Bond • Subcontractor and Material Suppliers Lien Waivers Regards, Melody Kiewiet Lodge Construction Ph: 319-885-4380 Email: office@Iodgeconstructioninc.com Page 61 of 422 MAINTENANCE BONO KNOW ALL MEN BY THESE PRESENTS: Band No. 2284851 That, Lodge Construction, Inc. of Clarksville, Iowa as Principal, and the North American Specially Insurance Company 85 Surety, are held and firmly bound unto City of Waterloo in the penal still of Five Hundred Ninety-six Thousand One Hundred Thirty-seven And 65/100 (% $598,137.65 Doti is, lawful money of the United States of America, for the payment of which, welt and truly to be made, the Principal and Surety bind themselves, their and each of their heirs, executors. administrators, successors and assigns, jointly and severally, firmly by these presents. Whereas, the said Principal entered into a certain contract. with City of Waterloo To furnish all the material and labor necessary for the construction of 2018 Remedial Actions Phase III$, Contract No. 949 in Waterloo, Iowa In conformity with certain specifications; and Whereas, a further condition of said contract is that the said Principal should furnish a bond in indemnity, guaranteeing to remedy any defects in workmanship or materials that may develop in said work within a period of Two (2) years from the date of acceptance of the work under said Contracts and Wherea, the said North American Specially Insurance Company ford valuable consideration, has agreed to join with said Principal in such bond or guarantee, indemtiifying said City of Waterloo Now. therefore, the condition of this obligation is such, that if the said Principal shall, at his own cost and expense, t errtedy any and all defects that may develop in said work within the period of Two (2) year from the date of acceptance: of the work under said contract, by reason of bad workmanship or poor material used in the construction of said work, and shall keep all work in continuous good repair during said period, and shall is all other respects, comply with all the terms and conditions of said contract with respect to maintenance and repair of said work, then this obligation to be null and void; otherwise to be and remain in full force and virtue in law. In Witness whereof, we have hereunto set our hands and seats this 13th day of May 2020. Lodge Construe ' n, Inc. ' cipaTf By: North American Specialty Insu a Company l' Surety / By, Dione R. Young y-rn-Fact } Page 62 of 422 SWISS RE CORPORATE SOLUTIONS NORTH AMERICAN SPECIALTY INSURANCE COMPANY WASHINGTON INTERNATIONAL INSURANCE COMPANY WESTPORT INSURANCE CORPORATION GENERAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT North American Specialty Insurance Company, a corporation duly organized and existing under laws of the State of New Hampshire, and having its principal office in the City of Overland Park, Kansas and Washington International Insurance Company a corporation organized and existing under the laws of the State of New Hampshire and having its principal office in the City of Overland Park, Kansas, and Westport Insurance Corporation, organised under the laws of the State of Missouri, and having its principal office in the City of Overland Park, Kansas each does hereby make, constitute and appoint: JAY D. FREIERMUTH, CRAIG E. HANSEN, BRIAN M. DEIMERLY, SHIRLEY S. BARTENHAGEN, CINDY BENNETT, ANNE CROWNER, TIM McCULLOH„ STACY VENN, DIONE R. YOUNG, and WENDY ANN CASEY JOINTLY OR SEVERALLY Its true and lawful Attorney(s)-in-Fact, to make, execute, seal and deliver, for and on its behalf and as its act and deed, bonds or other writings obligatory in the nature of a bond on behalf of each of said Companies, as surety, on contracts of suretyship as are or may be required or permitted by Jaw, regulation, contract or otherwise, provided that no bond or undertaking or contract or suretyship executed under this authority shall exceed the amount of: ONE HUNDRED TWENTY FIVE MILLION ($125,000,000.00) DOLLARS This Power of Attorney is granted and is signed by facsimile under and by the authority of the following Resolutions adopted by the Boards of Directors of North American Specialty Insurance Company and Washington International Insurance Company at meetings duly called and held on March 24, 2000 and Westport Insurance Corporation by written consent of its Executive Committee dated July 18, 2011. "RESOLVED, that any two of the President, any Senior Vice President, any Vice President, any Assistant Vice President, the Secretary or any Assistant Secretary be, and each or any of them hereby is authorized to execute a Power of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company bonds, undertakings and all contracts of surety, and that each or any of them hereby is authorized to attest to the execution of any such Power of Attorney and to attach therein the seal of the Company; and it is FURTHER RESOLVED, that the signature of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be binding upon the Company when so affixed and in the future with regard to any bond, undertaking or contract of surety to which it is attached." °CM, ItNkry�" s ti'�.4, ol0N�4""''y, O �fjifi.g � � •.� :�� iz: SEAL '•:: SEAL :rt=_ = p: - 5UtiA. 1973 u,•pm— `�: :�€ ,y-.. .,,,ps.••'a'1'� i;•'.;•ants g //�O f1�1111d„\``\IrynriNlntot�'ids Mike A. Ito, Senior Vice President of Washington International Insurance Company & Senior Vice President of North American Specialty Insurance Company & Senior Vice President of Westport Insurance Corporation IN WITNESS WHEREOF, North American Specialty Insurance Company, Washington International Insurance Company and Westport Insurance Corporation have caused their official seals to be hereunto affixed, and these presents to be signed by their authorized officers this this 3rd day of November 20 17 teSteven P. Anderson, Senior Vice President of Washington International lnsurance Company & Senior Via President of North American Specialty Insurance Company & Senior Vice President of Westport Insurance Corporation I State of Illinois County of Cook On this 3rd day of North American Specialty Insurance Company Washington International Insurance Company Westport Insurance Corporation ss: November , 20 17, before me, a Notary Public personally appeared Steven P. Anderson , Senior Vice President of Washington International Insurance Company and Senior Vice President of North American Specialty Insurance Company and Senior Vice President of Westport Insurance Corporation and Michael A. Ito Senior Vice President of Washington International Insurance Company and Senior Vice President of North American Specialty Insurance Company and Senior Vice President of Westport Insurance Corporation, personally known to me, who being by me duly sworn, acknowledged that they signed the above Power of Attorney as officers of and acknowledged said instrument to be the voluntary act and deed of their respective companies. OFFICIAL SEAL M.KENNY Notary puck - State of tlliu,, + My Commission Espies I2Ii4$2o21 M. Kenny, Notary Public I, Jeffrey Goldberg , the duly elected Vice President and Assistant Secretary of North American Specialty Insurance Company, Washington International Insurance Company and Westport Insurance Corporation do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney given by said North American Specialty Insurance Company, Washington International Insurance Company and Westport Insurance Corporation which is still in full force and effect. IN WITNESS WHEREOF, I have set my hand and affixed the seals of the Companies this t 3th day of May , 2020 . Jeffrey Goldberg, Vice President & Assistant Secretary of Wnshio �„ ge 63 of 422 tart' grin lnternationa [ns ce Company North American Specialty Insurance Company & Vice President & Assistant Secretary of Westport Insurance Corporation SWISS RE CORPORATE SOLUTIONS NORTH AMERICAN SPECIALTY INSURANCE COMPANY WASHINGTON INTERNATIONAL INSURANCE COMPANY WESTPORT INSURANCE CORPORATION GENERAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT North American Specialty Insurance Company, a corporation duly organized and existing under laws of the State of New Hampshire, and having its principal office in the City of Overland Park, Kansas and Washington International Insurance Company a corporation organized and existing under the laws of the State of New Hampshire and having its principal office in the City of Overland Park, Kansas, and Westport Insurance Corporation, organized under the laws of the State of Missouri, and having its principal office in the City of Overland Park, Kansas each does hereby make, constitute and appoint: JAY D. FREIERMUTH, CRAIG E. HANSEN, BRIAN M. DEIMERLY, SHIRLEY S. BARTENHAGEN, CINDY BENNETT, ANNE CROWNER, TIM MCCULLOII STACY VENN, DIONE R. YOUNG, and WENDY ANN CASEY JOINTLY OR SEVERALLY Its true and lawful Attorneys) -in -Fact, to make, execute, seal and deliver, for and on its behalf and as its act and deed, bonds or other writings obligatory in the nature of a bond on behalf of each of said Companies, as surety, on contracts of suretyship as are or may be required or permitted by law, regulation, contract or otherwise, provided that no bond or undertaking or contract or suretyship executed under this authority shall exceed the amount of ONE HUNDRED TWENTY FIVE MILLION ($125,000,000.00) DOLLARS This Power of Attorney is granted and is signed by facsimile under and by the authority of the following Resolutions adopted by the Boards of Directors of North American Specialty Insurance Company and Washington International Insurance Company at meetings duly called and held on March 24, 2000 and Westport Insurance Corporation by written consent of its Executive Committee dated July 18, 2011. "RESOLVED, that any two of the President, any Senior Vice President, any Vice President, any Assistant Vice President, the Secretary or any Assistant Secretary be, and each or any of them hereby is authorized to execute a Power of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company bonds, undertakings and all contracts of surety, and that each or any of them hereby is authorized to attest to the execution of any such Power of Attorney and to attach therein the seal of the Company; and it is FURTHER RESOLVED, that the signature of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be binding upon the Company when so affixed and in the future with regard to any bond, undertaking or contract of surety to which it is attached." 01.0011110/4, = SEAL A— teStesen P, Anderson, Senior Vice President of Washington International Insurance Company & Senior Vice President of North American Specialty Insurance Company & Senior Vice President of Westport Insurance Corporation By J/ l Mike A. Ito, Senior Vice President of Washington International Insurance Company & Senior Vlce President of North American Specialty Insurance Company & Senior Vlce President of Westport Insurance Corporation IN WITNESS WHEREOF, North American Specialty Insurance Company, Washington International Insurance Company and Westport Insurance Corporation have caused their official seals to be hereunto affixed, and these presents to be signed by their authorized officers this this 3rd day of November , 20 17 State of Illinois County of Cook On this 3rd day of North American Specialty Insurance Company Washington International Insurance Company Westport Insurance Corporation ss: November , 20 17, before me, a Notary Public personally appeared Steven P. Anderson , Senior Vice President of Washington International Insurance Company and Senior Vice President of North American Specialty Insurance Company and Senior Vice President of Westport Insurance Corporation and Michael A. Ito Senior Vice President of Washington International Insurance Company and Senior Vice President of North American Specialty Insurance Company and Senior Vice President of Westport Insurance Corporation, personally known to me, who being by me duly sworn, acknowledged that they signed the above Power of Attorney as officers of and acknowledged said instrument to be the voluntary act and deed of their respective companies. OFFICIAL SEAL M. KENNY Notary Public • Slate al glinnis My Cummission Expires 1219442021 M. Kenny, Notary Public I, Jeffrey Goldberg , the duly elected Vice President and Assistant Secretary of North American Specialty Insurance Company, Washington International Insurance Company and Westport Insurance Corporation do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney given by said North American Specialty Insurance Company, Washington International Insurance Company and Westport Insurance Corporation which is still in full force and effect. IN WITNESS WHEREOF, I have set my hand and affixed the seals of the Companies this 13th day of May , 2020 . • Jeffrey Goldberg, Vice President & Assistant Secretary of Washington linetnationsftgrg &lag 422 North American Specialty Insurance Company & Vice President & Assistant Secretary of Westport Insurance Corporation STATE OF IOWA BLACK HAWK COUNTY WAIVER OF LIEN DATE: 4/13/2020 OFFICE OF PO Box 2620 Waterloo, IA 50704 Being duly sworn on his oath deposes and says that they are ASPRO, Inc. The sub -contractor for placement of HMA On the premises described as follows, to wit 2018 Remedial Actions Phase 11IB, City of Waterloo, IA All bills for labor, material and/or subcontractors are fully paid and discharged without exception. That he makes this affidavit for the purposes of procuring from Lodge Construction, Inc. a partial payment of sixty nine thousand seven hundred thirty one and 83/100 Dollars upon said contract for said labor, material or subcontract Please return to: Lodge Construction, Inc. PO Box 459 Clarksville, IA 50619 Email: Office@lodgeconstructioninc.com Phone: 319-559-0082 Page 65 of 422 STATE OF IOWA BLACK HAWK COUNTY WAIVER OF LIEN DATE: 4/ 13/ 2020 OFFICE OF 431 Prestien Drive Deriver, IA 50622 Being duly sworn on his oath deposes and says that they are Bravo Contracting, LLC The sub -contractor for concrete work On the premises described as follows, to wit 2018 Remedial Actions Phase IlI8, City of Waterloo, IA All bills for labor, material and/or subcontractors are fully paid and discharged without exception. That he makes this affidavit for the purposes of procuring from Lodge Construction, Inc. a partial payment of Eight thousand eight hundred sixty five & 11/100 Dollars upon said contract for said labor, material or subcontract Please return to: Lodge Construction, Inc. PO Box 459 Clarksville, IA 50619 Email: Office@lodgeconstructioninc.com Phone: 319-559-0082 Page 66 of 422 STATE OF IOWA BLACK HAWK COUNTY WAIVER OF LIEN DATE: 4/13/2020 OFFICE OF 426 Beech St. Waterloo, IA 50703 Being duly sworn on his oath deposes and says that they are D.C. Corporation The sub -contractor for concrete work On the premises described as follows, to wit 2018 Remedial Actions Phase IIIB, City of Waterloo, IA All bills for labor, material and/or subcontractors are fully paid and discharged without exception. That he makes this affidavit for the purposes of procuring from Lodge Construction, Inc. a partial payment of Twenty seven thousand six hundred ninety four & 69/100 Dollars upon said contract for said labor, material or subcontract Please return to: Lodge Construction, Inc. PO Box 459 Clarksville, IA 50619 Email: OfficePIodgeconstructioninc.com Phone: 319-559-0082 Page 67 of 422 WAIVER OF LIEN DATE: 4/13/2020 STATE OF IOWA OFFICE OF PO Box 158 BLACK HAWK COUNTY Cedar Falls, IA 50613 Being duly sworn on his oath deposes and says that they are Service Signing, LC The sub -contractor for Traffic Control On the premises described as follows, to wit 2018 Remedial Actions Phase IIIB, City of Waterloo, IA All bills for labor, material and/or subcontractors are fully paid and discharged without exception. That he makes this affidavit for the purposes of procuring from Lodge Construction, inc. a partial payment of Dollars ./00 upon said contract for said labor, material or subcontract ' Please return to: Lodge Construction, Inc. PO Box 459 Clarksville, IA 50619 Email: Office@lodgeconstructioninc.com Phone: 319-559-0082 Aa.4 Page 68 of 422 STATE OF IOWA BLACK HAWK COUNTY WAIVER OF LIEN DATE: 4/23/2020 OFFICE OF 2419 E Bremer Ave Waverly, IA 50677 Being duly sworn on his oath deposes and says that they are Tiedt Nursery, LTD The sub -contractor for sodding On the premises described as follows, to wit 2018 Remedial Actions Phase RIB, City of Waterloo, IA All bills for labor, material and/or subcontractors are fully paid and discharged without exception. That he makes this affidavit for the purposes of procuring from Lodge Construction, Inc. a partial payment of Nine thousand nine hundred forty five & 31/100 Dollars upon said contract for said labor, material or subcontract Please return to: Lodge Construction, Inc. PO Box 459 Clarksville, IA 50619 Email: Office@Iodgeconstructioninc.com Phone: 319-559-0082 Page 69 of 422 STATE OF IOWA BLACK HAWK COUNTY WAIVER OF LIEN DATE: 4/13/2020 OFFICE OF 5212 N Union Rd Cedar Falls, IA 50613 Being duly sworn on his oath deposes and says that they are Todd Van Dorn The sub -contractor for concrete work On the premises described as follows, to wit 2018 Remedial Actions Phase IIIB, City of Waterloo, IA All bilk for labor, material and/or subcontractors are fully paid and discharged without exception. That he makes this affidavit for the purposes of procuring from Lodge Construction, Inc. a partial payment of Forty Three Thousand Six Hundred Fourteen & 37/100 Dollars upon said contract for said labor, material or subcontract Please return to: Lodge Construction, Inc. PO Box 459 Clarksville, IA 50619 Email: Office@lodgeconstructioninc.com Phone: 319-559-0082 Page 70 of 422 STATE OF IOWA BLACK HAWK COUNTY WAIVER OF LIEN DATE: 4/13/2020 OFFICE OF Ut'slity Equipment Company 4473 Texas St Waterloo, IA 50?02 Being duly sworn on his oath deposes and says that they are Utility Equipment Company The material supplier for utility supplies On the premises described as follows, to wit 2018 Remedial Actions Phase iHIB, City of Waterloo, IA Ali bills for labor, material and/or subcontractors are fully paid and discharged without exception. That he makes this affidavit for the purposes of procuring from Lodge Construction, Inc. a full payment of Eighteen Thousand Four Hundred Ninety & 98/100 Dollars upon said contract for said labor, material or subcontract Please return to: MICHAEL R CORYN, PRESIDEN Lodge Construction, lnc, PO Box 459 Clarksville, lA 50619 Email: ©ffice( lodgeconstructioninc.com Phone: 319-885-4380 Page 71 of 422 CITY OF WATERLOO Council Communication Resolution approving the Contract, Bonds and Certificate of Insurance with WHR, Inc., of South Amana, Iowa, in the amount of $867,500, in conjunction with the FY 2020 Wastewater Treatment Plant Digester No. 3 Cover Modifications Project, Contract No. 1021, and authorizing the Mayor to execute said documents. City Council Meeting: 6/15/2020 Prepared: 6/10/2020 REVIEWERS: Department Reviewer Action Date Waste Management bowman, brian Approved 6/10/2020 - 11:55 AM Clerk Office Even, LeAnn Approved 6/10/2020 - 11:56 AM ATTACHMENTS: Description Type ❑ Contract WHR Backup Material ❑ Payment Bond Backup Material ❑ Performance Bond Backup Material ❑ Insurance Certf Backup Material SUBJECT: Submitted by: Recommended Action: Expenditure Required: Source of Funds: Resolution approving the Contract, Bonds and Certificate of Insurance with WHR, Inc., of South Amana, Iowa, in the amount of $867,500, in conjunction with the FY 2020 Wastewater Treatment Plant Digester No. 3 Cover Modifications Project, Contract No. 1021, and authorizing the Mayor to execute said documents. Submitted By: Brian Bowman, Treatment Operations Supervisor Approve recommendation of approval of contract of WHR, Inc. of South Amana, Iowa in the amountof $867,500 867,500 Sewer funds Page 72 of 422 FORM OF CONTRACT CONTRACT FOR THE CONSTRUCTION OF F.Y. 2020 WASTEWATER TREATMENT PLANT DIGESTER NO. 3 COVER MODIFICATIONS CITY OF WATERLOO, IOWA CITY CONTRACT NO. 1021 This contract made and entered into this 15th day of June , 2020, by and between the City of Waterloo, Iowa, a Municipal Corporation, (hereinafter referred to as City), and WRH, Inc. referred to as Contractor), WITNESSETH: PAR. 1 PAR. 2 PAR. 3 PAR. 4 PAR. 5 of South Amana, Iowa , (hereinafter Contractor agrees to build and construct the F.Y. 2020 Wastewater Treatment Plant Digester No. 3 Cover Modifications, City Contract No. 1021, and furnish all necessary tools, equipment, materials, and labor necessary to do all the work called for in the plans and specifications in a workmanship like manner and for the prices set forth in Contractor's proposal, which was accepted by the City, and which is understood and agreed to be a part of this contract. It is understood and agreed that the resolution adopted by the City Council ordering the construction of the improvement, the Notice to Contractors as published, the Instruction to Bidders, the Form of Proposal, the Construction and Maintenance Bonds, the Council Proceedings relating to this matter, and the Plans and Specifications shall all be considered as forming a part of the contract the same as though they were each set out in said contract. The Contractor agrees to furnish at its own cost and expense, all necessary materials and labor for said work and to construct said improvements in a thorough, substantial, and workmanlike manner, and in strict accordance with the requirements of this contract, and of the plans and specifications made a part hereof by reference, and to the satisfaction and approval of the City and its engineer. The Contractor agrees to perform said work and install said improvements on the terms set out in bid or proposal to the City which has been accepted by the City and which is by reference made a part of this contract. The Contractor agrees to commence said work within ten (10) working days after receipt of "Notice to Proceed," be substantially complete within 120 calendar days after the date when the Contract Time commences to run, and be complete and ready for final payment within 150 calendar days after the date when the Contract Time commences, unless an extension of time is granted in writing by the Council of the City. FORM OF CONTRACT Section C-1 4463.008/City Contract No. 1021 Page 73 of 422 PAR. 6 PAR. 7 PAR. 8 PAR. 9 PAR. 10 PAR. 11 PAR. 12 PAR. 13 Should the Contractor fail to complete said improvements in strict accordance with the terms and conditions of this contract, or the plans and specifications therefor promptly by the date herein specified, the City may pay such additional sums as it may be required to pay by reason of the failure of said contractor and deduct any and all such sums from any amount then due the Contractor. The Contractor agrees to comply with and obey all ordinances of the City of Waterloo, Iowa, relating to the obstruction of streets and alleys, keeping open passage ways for water, traffic, and protecting any excavations in any street or alley, and maintaining proper and sufficient barricades with lights and signals during all hours of darkness, to see that the backfilling is properly done, and agrees to keep the City whole and defend any and all suits that may be brought against the City by reason of any injuries that may be sustained by any person or property allegedly caused by the Contractor, or his agents, while work is done pursuant to this agreement. The Contractor agrees that in the event a law suit is brought against the City for damages allegedly sustained by reason of any act, omission or negligence of the Contractor or its agents, or on account of any injuries allegedly sustained by reason of any obstruction, hole, depression or barrier placed or dug by the defendant or its agents, in the doing of the work herein contracted for, that it will defend said suit and save the City harmless therein, and in case judgment is rendered against the City, the Contractor agrees to pay the same promptly. The Contractor agrees to carry public liability insurance in a solvent company in a sufficient amount to protect the City and those who use the streets of the City. The City shall have the right to appoint one or more construction reviewers who shall review the progress of the work in detail; also, to make any test or any material to be used in such work. No material shall be used in any work until the same has first been approved by the construction reviewer. Such construction reviewer shall have full authority to pass judgment upon all materials and upon the manner of doing the work, and their judgment on rejecting any materials, substance, or manner of work shall be final unless it is revoked or modified by the City Engineer. Any material, which has been rejected by the construction reviewer, shall be at once removed from the line of work and shall not be again taken thereon or placed with the material proposed to be used without the written consent of the City Engineer. The Contractor shall maintain no cause of action against the City on account of delays and prosecution of work, but if said work is delayed by the City, the Contractor shall have such extra time for completion of the job as was lost by reason of the delay caused by the City. The Contractor agrees to pay punctually all just claims of labor, material, men, or subcontractors who shall perform labor or furnish materials entering into this improvement. It is agreed that the City need not pay the Contractor until all such claims are paid by the Contractor. It is agreed that the City shall not be liable for said labor, material, or men under this contract. The Contractor agrees to furnish the City, simultaneously with this contract, a bond on a form to be provided by the City in the amount provided by law as stated in the Notice to Bidders, which shall be for the benefit of the City, and any and all persons injured by the breach of any of the terms of this contract. Said bond shall be filed with the City Clerk and shall be subject to the approval of the City Council, and is by reference made a part of this contract. FORM OF CONTRACT Section C-2 4463.008/City Contract No. 1021 Page 74 of 422 PAR. 14 PAR. 15 PAR. 16 PAR. 17 PAR. 18 PAR. 19 PAR. 20 The Contractor agrees that should it abandon work under this contract or cease the prosecution thereof for a period of thirty (30) consecutive days without reasonable cause, and should it fail to proceed with said work within ten (10) days after a notice to continue or carry it on has been mailed to it at the address given herein by the City, or after such notice has been served on it, then the City may proceed to complete said work, using any material, tools, or machinery found along said line of work, doing the work either by contract or as it may elect, and the Contractor and the sureties on its bond shall be liable to the City for the costs and expenses so paid out. Said costs shall be retained by the City from any compensation due, or to become due the Contractor, and may be recovered by the City in an action upon Contractor's bond. In consideration of the full compliance on the part of the Contractor with all the provisions, stipulations, and conditions hereof, or contained in the various instruments made a part of this contract by reference, and upon completion and acceptance of said work, the City agrees to pay to the Contractor, in the manner set out in the Notice to Contractors, the amount of money due the Contractor for work performed and accepted, at the unit prices set out in the Contractor's proposal, which has been accepted by the City. The total amount of the contract, based on the Engineer's estimates of quantities and the Contractor's unit bid prices, and for which 100% surety bond is required is $ 867,500 After the completion of said work, the Contractor agrees to remove all debris and clean up said streets, and to save the City harmless from any damage allegedly resulting from a failure to clean up and remove the debris or put the street back in a proper condition for travel. This contract is not divisible, but in the event of a conflict between this contract and the various instruments incorporated by reference, this contract shall govern. Before the Contractor shall be entitled to receive final payment for work done under this contract, it shall execute and file a bond in the penal sum of not less than 100% of the total amount of the contract, same to be known as "Maintenance Bond," and which bond must be approved by the City Council, and which bond is in addition to the bond given by the Contractor to guarantee the completion of the work. The Contractor shall maintain all work done hereunder in good order for the period of two (2) years from and after the date it is accepted by the Council of the City of Waterloo, Iowa. Said maintenance shall be made without expense to the City or the abutting property. In the event of the failure or default of the Contractor to remedy any or all defects appearing in said work within a period of two (2) years from the date of its acceptance by said Council, and after having been given ten (10) days notice so to do by registered letter deposited in the United States Post Office in said town, addressed to said contractor at the address herein given, then the City may proceed to remedy such defects. The costs and expenses thereof to be recovered from the Contractor and the sureties on its maintenance bond by an action brought in any court of competent jurisdiction. FORM OF CONTRACT Section C-3 4463.008/City Contract No. 1021 Page 75 of 422 PAR. 21 The Contractor shall give notice to said City by registered letter directed to the Mayor or City Clerk/Auditor thereof not more than four (4) and not Tess than three (3) months prior to the expiration of the term during which the Contractor is required to maintain said improvements, in good repair by the terms of its Contract. The liability of the Contractor and of the sureties on its bond for maintenance of the said improvements shall continue until three (3) months after such notice has been given to the City, and, in any event, until two (2) years after the acceptance of the work. BY: Title: CITY OF WATERLOO, IOWA Mayor Jamie Rich Vice President Approved by the City Council of the City of Waterloo, Iowa, this day of , 20_ ATTEST: , City Clerk Waterloo, Iowa END OF SECTION FORM OF CONTRACT Section C-4 4463.008/City Contract No. 1021 Page 76 of 422 PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS: that WRH, Inc. (Name of Contractor) P.O. Box 256, Amana, IA 52203 Bond No.: IAC590565 (Address of Contractor) a Corporation , hereinafter called Principal, (Corporation, Partnership or Individual) and, Merchants Bonding Company (Mutual) P.O. Box 14498, Des Moines, IA 50306-3498 (Name of Surety) (Address of Surety) hereinafter called Surety, are held and firmly bound unto City of Waterloo, Iowa 715 Mulberry Street, Waterloo, IA 50703 (Name of Owner) (Address of Owner) hereinafter called OWNER, in the penal sum of *** Dollars, ($ 867,500.00 ) ***Eight Hundred Sixty Seven Thousand Five Hundred and 00/100 in lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, successors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such that whereas, the Principal entered into a certain contract with the OWNER, dated the 15th day of June 20 20 , a copy of which is hereto attached and made a part hereof for the construction of: F.Y. 2020 Wastewater Treatment Plant Digester No. 3 Cover Modifications City of Waterloo, IA City Contract No. 1021 PAYMENT BOND Section PB-1 4463.004/City Contract No. 1021 Page 77 of 422 NOW, THEREFORE, if the Principal shall promptly make payment to all persons, firms, SUBCONTRACTORS, and corporations furnishing materials for or performing labor in the prosecution of the WORK provided for in such contract, and any authorized extension or modification thereof, including all amounts due for materials, lubricants, oil, gasoline, coal and coke, repairs on machinery, equipment and tools, consumed or used in connection with the construction of such WORK, and all insurance premiums on said WORK, and for all labor, performed in such WORK whether by SUBCONTRACTOR or otherwise, then this obligation shall be void; otherwise to remain in full force and effect. PROVIDED, FURTHER, that the said Surety for value received hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or to the WORK to be performed thereunder or the SPECIFICATIONS accompanying the same shall in any wise affect its obligation on this BOND, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the WORK or to the SPECIFICATIONS. PROVIDED, FURTHER, that no final settlement between the OWNER and the CONTRACTOR shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied. IN WITNESS HEREOF, this instrument is executed in Four (4) counterparts, each one of (number) which shall be deemed an original, this the 15th day of June 20 20 . ATTEST: (Principal) SecreTary KEa +w+ 31 (SEAL) WRH, Inc. Principal By SAa. tan , VIcE Pllr ►DG,•sr P.O. Box 256 (Address) Amana, IA 52203 Witness as to Principal P.O. Box 256, Amana, IA 52203 (Address) Merchants Bonding Company (Mutual) Surety (s) PAYMENT BOND Section PB-2 4463.004/City Contract No. 1021 Page 78 of 422 ATTEST' as to Surety Anne Crowner By Stacy Venn, Att-in-Fact P.O. Box 14498 (Address) P.O. Box 14498, Des Moines, IA 50306-3498 Des Moines, IA 50306-3498 (Address) NOTE: Date of BOND must not be prior to date of Contract. If CONTRACTOR is Partnership, all partners should execute BOND. END OF SECTION PAYMENT BOND Section PB-3 4463.004/City Contract No. 1021 Page 79 of 422 1%\ MERCHANTS BONDING COMPANYTM POWER OF ATTORNEY Know All Persons By These Presents, that MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., both being corporations of the State of Iowa (herein collectively called the "Companies") do hereby make, constitute and appoint, individually, Stacy Venn their true and lawful Attorney(s)-in-Fact, to sign its name as surety(ies) and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. This Power -of -Attorney is granted and is signed and sealed by facsimile under and by authority of the following By -Laws adopted by the Board of Directors of Merchants Bonding Company (Mutual) on April 23, 2011 and amended August 14, 2015 and adopted by the Board of Directors of Merchants National Bonding, Inc., on October 16, 2015. "The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys -in -Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof." "The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company, and such signature and seal when so used shall have the same force and effect as though manually fixed." In connection with obligations in favor of the Florida Department of Transportation only, it is agreed that the power and aut hority hereby given to the Attorney -in -Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenti ng to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee, shall not relieve this surety company of any of its obligations under its bond. In connection with obligations in favor of the Kentucky Department of Highways only, it is agreed that the power and authority hereby given to the Attorney -in -Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner - Department of Highways of the Commonwealth of Kentucky at least thirty (30) days prior to the modification or revocation. In Witness Whereof, the Companies have caused this instrument to be signed and sealed this 5th day of March , 2020 . .. fctONA: . •it) ) :& : 2003 ;0 :• :4; .•••.y, :�,,,. STATE OF IOWA COUNTY OF DALLAS ss. On this 5th day of March 2020 , before me appeared Larry Taylor, to me personally known, who being by me duly sworn did say that he is President of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC.; and that the seals affixed to the foregoing instrument are the Corporate Seals of the Companies; and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors. ••pOG•00 ••. ;• O?OEtPO4 •r09• • • Z; . 3• • c : 1933 .: By • • W• MERCHANTS BONDING COMPANY (MUTUAL) MERCHANT NATIONAL BONDING, INC. President POLLY MASON Commission Number 750576 My Commission Expires January 07, 2023 Notary Public (Expiration of notary's commission does not invalidate this instrument) I, William Warner, Jr., Secretary of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., do hereby certify that the above and foregoing is a true and correct copy of the POWER -OF -ATTORNEY executed by said Companies, which is still in full force and effect and has not been amended or revoked. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Companies on this 15th day of June , 2020 . P�\0 N,ql •••• F. <: 0 VIC Z; ?v: 2003 ,:,.G • ;P 0,qq. ly 41: 1933 ; . • ti • • / • "'�.rcl� J�J Secretary POA 0018 (1/20) Page 80 of 422 Bond No.: IAC590565 PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: That we, WRH, Inc. Of P.O. Box 256, Amana, IA 52203 (the "Principal"), and Merchants Bonding Company (Mutual) Of P.O. Box 14498, Des Moines, IA 50306-3498 (the "Surety"), are held and firmly bound unto the City of Waterloo, Iowa (the "Obligee"), in the penal SUM Of Eight Hundred Sixty Seven Thousand Five Hundred and 00/100 Dollars ($ 867,500.00 ), lawful money of the United States, for the payment of said sum in connection with a contract (the "Contract") dated on or about June 15, 2020 for the purpose of F.Y. 2020 Wastewater Treatment Plant Digester No. 3 Cover Modifications, City Contract No. 1021. The Contract is incorporated herein by reference as though fully set forth herein. Whenever the Principal shall be and is declared by the Obligee to be in default under the Contract, with the Obligee having performed its obligations in the Contract, then the Surety, acknowledging that time is of the essence, may promptly remedy the default, or shall promptly undertake to: 1. Complete the Contract in accordance with its terms and conditions; or 2. Obtain one or more bids for completing the Contract in accordance with its terms and conditions, and upon determination by the Surety of the lowest responsible bidder, or negotiated proposal, or, if the Obligee elects, upon determination by the Obligee and the Surety jointly of the lowest responsible bidder, or negotiated proposal, arrange for a contract between such party and the Obligee. The Surety will make available as work progresses sufficient funds to pay the cost of completion less the balance of the Contract price. The cost of completion includes responsibilities of the Principal for correction of defective work and completion of the Contract, the Obligee's legal and design professional costs resulting directly from the Principal's default, and liquidated damages or actual damages if no liquidated damages are specified in the Contract. The term "balance of the Contract price" - means the total amount payable by the Obligee to the Principal under the Contract and any amendments thereto, less the amount properly paid by the Obligee to the Principal; or 3. Determine the amount for which it is liable to the Obligee and pay the Obligee that amount as soon as practicable. In the event this bond is enforced, Principal and Surety agree to indemnify Obligee and hold Obligee harmless from and against any and all costs of enforcement, including but not limited to reasonable attorneys' fees and expenses. Every Surety on this bond shall be deemed and held, any contract to the contrary notwithstanding, to consent to each and all of the following matters, without notice: 1. To any extension of time to the Contract in which to perform the Contract. 2. To any change in the plans, specifications, or Contract when such change does not involve an increase of more than twenty percent (20%) of the total Contract price, and shall then be released only as to such excess increase. 3. That no provision of this bond or of any other contract shall be valid which limits to less than one (1) year from the time of the acceptance of the work the right to sue on this bond for defect in workmanship or material not discovered or known to the Obligee at the time such work was accepted. PERFORMANCE BOND Section PFB-1 4463.008/City Contract No. 1021 Page 81 of 422 If the Principal performs the Contract, then this bond shall be null and void; otherwise it shall remain in full force and effect. In no event shall the Surety's total obligation exceed the penal amount of this bond. Terms used herein shall include, as appropriate, the singular or plural number, or the masculine, feminine or neuter gender. IN WITNESS WHEREOF, the undersigned Principal and Surety have executed this Performance Bond as Of June 15, 2020 PRINCIPAL WRH, Inc. Name By: AmLE (Lto., Title: VtcSL. ekEsiDE.-s SURETY Merchants Bonding Company (Mutual) Name Title: Stacy Venn, Attorriey-in-Fact [attach Power of Attorney] NOTE: Date of BOND must not be prior to date of Contract. If CONTRACTOR is Partnership, all partners should execute BOND. END OF SECTION PERFORMANCE BOND Section PFB-2 4463.008/City Contract No. 1021 Page 82 of 422 WRHINCO-01 LHOWARD .4WRD CERTIFICATE OF LIABILITY INSURANCE DATE (MU/DOrYYYYJ 6/2/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, The policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Relion Insurance Solutions 24 Westside Iowa City, IA 52246 INSURED WRH Inc_ DBA Wender Construction Inc PO Box 256 Amana, IA 52203 CONTACT NAME PHONE (Arc, No, Eat): (319) 887-3700 E-MDREAILLSS: info@relion-ins.com AD INSURERISI AFFORDING COVERAGE FAX INC. Not: (319) 887-3701 INSURER A - United Fire & Casualty Company INSURER B : Lafayette Insurance Company INSURER c : Evanston Insurance Company INSURER El : NAIC II 13021 18295 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INS INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRII EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIM SR TYPE OF INSURANCE ADDL 9UBR LICY EFF POLICY EXP POLICY NUMBER IN SR A C X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE [ X OCCUR GEN'L AGGREGATE UMIT APPLIES PER. POLICY _ X 1ECT LOC OTHER, AUTOMOBILE LIABILITY X ANYALITO OWNED AUTOS��pONLY AUTOS ONLY X UMBRELLA LtAB EXCESS LWB SCHEDULED AUTOS yyN� X AU70 ONLY X OCCUR CLAIMS -MADE DED X 1 RETENTIONS WORKERS COMPENSATION AND EMPLOYERS' LIABILITY AA�NF�Y PROPRIETORMARTNERIEXECUTIVE IMlundatary in NH„ EXCLUDED? If es 11 cnbe under DESCRIPTION Or OPERATIONS below Pollution Liability 0 Y!N Ni N!A 60505980 50505980 60505980 30304219 MKLV7ENV100909 PO 7/1/2019 7/1/2019 7f 112019 7/1/2019 7/1/2020 7/1/2020 71112020 7/1/2020 7/1/2019 7/1/2020 DESCRIPTION OF OPERATIONS I LOCATIONS,' VEHICLES IACORD 111t. Additional Remarks Schedule, maybe attached r mere space Is raquI Additional Named Insureds: Double R Crane, Inc; Hahn & Reilhmann Leasing Inc; Wender Construction & Engineering Inc; Wendler Constru Project: 2020 Wastewater Treatment Plant Digester#3 contract #1021 If required by written contract, the City of Waterloo and Consultant are included as an Additional Insured on the A Third Party 30 day Notice of Cancellation has been endorsed. CERTIFICATE HOLDER City of Waterloo 715 Mulberty St Waterloo, IA 50703 ACORD 25 (2016/03) CANCELLATION REVISION NUMBER: RED NAMED ABOVE FOR THE POLICY PERIOD R DOCUMENT WITH RESPECT TO WHICH THIS 3ED HEREIN IS SUBJECT TO ALL THE TERMS, LIMITS EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES fEa occurrence.' 10 0, 000 5 MED EXP SAW one person I $ 5,000 PERSONAL S ADV INJURY 5 1,000,000 GENERAL AGGREGATE 5 2,000,000 PRODUCTS - COMP/OP AGO 5 2.000,000 $ COMBINED SINGLE LIMIT !Ea accidents 1,000,000 $ BODILY INJURY /Per person} $ BODILY INJURYfPer accident} 5 PRPERTY DAMAGE IPeOr accident $ 5 ,,,EACH OCCURRENCE 5 12,000,000 AGGREGATE 5 12,000,000 $ X PER OTH. STATUTE I FR E L EACH ACCIDENT $ 500,000 E L DISEASE , EA EMPLOYEE $ 500,000 E L. DISEASE - POLICY LIMIT $ 500,000 occurrence 2,000,000 ,d1 Lion Inc ;eneral Liability and Auto Liability. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORORCEO ! REPRESENTATIVE/�f �- 771 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered rnarks of ACORD Page 83 of 422 AGENCY CUSTOMER ID: WRHINCO-01 LHOWARD ACORDI LOC f: 1 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Relion Insurance Solutions POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIL CODE SEE P 1 NAMED INSURED WRH Inc. DBA Wender Construction Inc PO Box 256 Amen, IA 52203 Iowa EFPECTNE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDmONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Ceruficale of Liability Insurance Cert Liability Remarks Inland Marine: Travelers Insurance Company eff 71112019 - 7/112020 Policy #66J743405. Equipment Floater Unscheduled Equipment: Limit per Item $500,000, Max Limit $5,250,000 Deductlble:$2,500 Leased/Rented Equipment: Limit $1,000,000 Deductible: $2,500 Special Causes of Loss Including Earth Movement & Flood Builders Risk: (Reporting form) New Frame or Joisted Masonry Limit $5,000,000 New Non-combustible, Masonry Non-combustible, Modified Fire Resistive or Fire Resistive Limit: $20,000,000 Earth Movement Sublimit: $5,000,000 Flood Sublimit: $1,000,000 (Unshaded X: $5,000,000) Special Causes of Loss Deductible: $5,000 Earth Movement Deductible: $50,000 Flood Deductible: ;500,000 ACORD 101 (2008101) @ 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo am registemed marks of ACORD Page 84 of 422 POLICY NUMBER: 6 0 5 0 5 9 SO COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): CITY OF WATERLOO STRAND ASSOCIATES 715 XULBERTY ST WATERLOO IA 50703 Location(s) Of Covered Operations 2020 WASTEWATER TREATMENT PLANT DIGESTER *3 CONTRACT #1021 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or In part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. CG 20 10 07 04 B. With respect to the insurance afforded to these addtional insureds, the following additional exclusions apply: This insurance does not apply to "bodily Injury" or "property damage` occurring after. 1. All work, including materials. parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged In performing operations for a principal as a part of the same project. 0 ISO Properties, Inc., 2004 Page 1 of 1 Page 85 of 422 POLICY NUMBER: 60505980 COMMERCIAL GENERAL LIABILITY CG20370704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organlzatlon(s): CITY OF WATERLOO STRAND ASSOCIATES 715 MULBERTY ST WATERLOO IA 50703 Location And Description Of Completed Operations 2020 WASTEWATER TREATMENT PLANT DIGESTER #3 CONTRACT *1D21 Information required to Complete this Schedule, if not shown above, will be shown in the Declarations. Section I1— Who Is An insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-oompleted operations hazard". CG 20 37 07 04 0 ISO Properties, inc., 2004 Page 1 of 1 Page 86 of 422 IL 71 05 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART COMMERCIAL UMBRELLA COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; (2) You have agreed in writing in a contract or agreement that this insurance contribution from any other insurance available to the additional insured; (3) gives us prompt written notice of any "occurrence" written notice of "suit"; The additional insured immediately forwards all legal papers to us, cooperates in the investigation or settlement of the claim or defense against the "suit', and otherwise complies with policy conditions. The additional insured must tender the defense and indemnity of any claim or "suit" to any other insurer which also insures against a loss we cover under this policy. This includes, but is not limited to, any insurer which has issued a policy of insurance in which the additional insured qualifies as an insured. For the purpose of this requirement, the term "insures against" refers to any self-insurance and to any insurer which issued a policy of insurance that may provide coverage for the loss, regardless of whether the additional insured has actually requested that the insurer provide the additional insured with a defense and/or indemnity under that policy of insurance. (6) The additional insured agrees to make available any other insurance that the additional insured has for a Toss we cover under this policy. (4) (5) would be primary and would not seek The additional insured IL71051014 which may result in a claim and prompt Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Page 87 of 422 COMMERCIAL AUTO CA04491116 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes arty provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". B. The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". CA 04 49 11 16 ® Insurance Services Office, Inc., 2016 Page 1 of 1 Page 88 of 422 COMMERCIAL AUTO CA71090117 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO ULTRA ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM COMMON POLICY CONDITIONS COVERAGE INDEX DESCRIPTION Temporary Substitute Auto Physical Damage Broad Form Insured Employee as Insureds Additional Insured Status by Contract, Agreement or Permit Bail Bond Coverage Loss of Earnings Coverage Amended Fellow Employee Coverage Towing and Labor Physical Damage Additional Transportation Expense Coverage Extra Expense - Theft PAGE 2 2 Rental Reimbursement and Additional Transportation Expense Personal Effects Coverage Personal Property of Others Locksmith Coverage Vehicle Wrap Coverage Airbag Accidental Discharge Audio, Visual and Data Electronic Equipment Coverage Auto Loan/Lease Total Loss Protection _Glass Repair — Deductible Amendment Amended Duties in the Event of Accident, Claim, Suit or Loss Waiver of Subrogation Required by Contract Unintentional Failure to Disclose Hired, Leased, Rented or Bon -owed Auto Physical Damage Mental Anguish Extended Cancellation Condition 2 2 3 3 3 3 3 3 4 4 4 4 5 5 5 5 5 6 6 6 6 7 7 The COVERAGE INDEX set forth above is informational only and grants no coverage. Terms set forth in (Bold Italics) are likewise for information only and by themselves shall be deemed to grant no coverage. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 Page 89 of 422 (Temporary Substitute Auto Physical Damage) A. TEMPORARY SUBSTITUTE AUTO PHYSICAL DAMAGE SECTION I — COVERED AUTOS, paragraph C. Certain Trailers, Mobile Equipment and Temporary Substitute Autos is amended by adding the following at the end of the existing language: If Physical Damage Coverage is provided under this Coverage form for an "auto" you own, the Physical Damage coverages provided for that owned "auto" are extended to any "auto" you do not own while used with the permission of its owner as a temporary substitute for the covered "auto" you own that is out of service because of its breakdown, repair, servicing, "loss", or destruction B. BROADENED LIABILITY COVERAGES SECTION II — LIABILITY COVERAGE in Paragraph A. Coverage at 1. Who Is An Insured is amended to include the following: (Broad Form Insured) d. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. e. Any organization that is acquired or formed by you, during the term of this policy and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (1) That is a joint venture or partnership, (2) That is an "insured" under any other policy, (3) That has exhausted its Limits of Insurance under any other policy, or (4) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation Coverage does not apply to "bodily injury" or "property damage" that results from an accident that occurred before you formed or acquired the organization. (Employee as Insureds) f. Any employee of yours while acting in the course of your business or your personal affairs while using a covered "auto" you do not own, hire or borrow. (Additional Insured Status by Contract, Agreement or Permit) g. Any person or organization whom you are required to add as an additional insured on this policy under a written contract or agreement; but the written contract or agreement must be: (1) Currently in effect or becoming effective during the term of this policy; and (2) Executed prior to the "bodily injury' or "property damage." The additional insured status wilt apply only with respect to your liability for "bodily injury or "property damage" which may be imputed to that person(s) or organization(s) directly arising out of the ownership, maintenance or use of the covered "autos" at the location(s) designated, if any. Coverage provided by this endorsement will not exceed the limits of liability required by the written contract or written agreement even if the limits of liability stated in the policy exceed those limits. This endorsement shall not increase the limits stated in Section II. C. Limits of Insurance. For any covered "auto" you own this Coverage Form provides primary coverage. Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission CA 71 09 01 17 Page 90 of 422 C. BROADENED SUPPLEMENTARY PAYMENTS SECTION II. LIABILITY A. Coverage 2. Coverage Extensions a. Supplementary Payments (2) and (4) are replaced by the following: (Bail Bond Coverage) (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. (Loss of Earnings Coverage) (4) All reasonable expenses incurred by the "insured" at our request, including actual Toss of earning up to $500 a day because of time off from work. (Amended Fellow Employee Exclusion) D. AMENDED FELLOW EMPLOYEE EXCLUSION Only with respect to your "employees" who occupy positions which are supervisory in nature, SECTION II. LIABILITY B. Exclusion 5. Fellow Employee is replaced by: 5. Fellow Employee "Bodily Injury": a. To you, or your partners or members (if you are a partnership or joint venture), or to your members (if you are a limited liability company); b. To your "executive officers" and directors (if you are an organization other than a partnership, joint venture, or limited liability company) but only with respect to performance of their duties as your officers or directors; c. For which there is an obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph a and b above; or d. Arising out of his or tier providing or failing to provide professional health care services. For purposes of this endorsement, a position is deemed to be supervisory in nature if that person performs principle work which is substantially different from that of his or her subordinates and has authority to hire, transfer, direct, discipline or discharge. E. BROADENED PHYSICAL DAMAGE COVERAGES SECTION III — PHYSICAL DAMAGE COVERAGE A. Coverage is amended as follows: (Towing and Labor) 2. Towing is deleted and replaced with the following: 2. Towing and Labor We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" is disabled: a. For private passenger type vehicles we will pay up to $100 per disablement. b. For all other covered "auto's" we will pay up to $500 per disablement However, the labor must be performed at the place of disablement. (Physical Damage Additional Transportation Expense Coverage) 4. Coverage Extensions a. Transportation Expenses is amended to provide the following limits: We will pay up to $60 per day to a maximum of $1,800. All other terms and provisions of this section remain applicable. The following language is added to 4. Coverage Extensions: (Extra Expense — Theft) c. Theft Recovery Expense If you have purchased Comprehensive Coverage on an "auto" that is stolen, we will pay the expense of returning that stolen auto to you. The limit for this coverage extension is $5,000. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 Page 91 of 422 (Rental Reimbursement and Additional Transportation Expense) d. Rental Reimbursement We will provide Rental Reimbursement and Additional Expense coverage only for those Physical Damage coverages for which a premium is shown in the Declarations or schedule pages. Coverage applies only to a covered "auto". (1) We will pay for auto rental expense and the expense incurred by you because of "loss" to remove and transfer your materials and equipment from a covered "auto" to a covered "auto." Payment applies in addition to the otherwise applicable coverage you have on a covered "auto." No deductible applies to this coverage. (2) We will pay only for expenses incurred during the policy period and beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: (a) The number of days reasonably required to repair or replace the covered "auto." If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you, or (b) 30 days. (3) Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses incurred; or (b) $75 per day. (c) This coverage does not apply while there are spare or reserve "autos" available to you for your operations. (d) If "loss" results from the total theft of a covered "auto" of the private passenger or Tight truck type, we will pay under this coverage only that amount of your rental reimbursement expense which is not already provided for under the SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses. (Personal Effects Coverage) e. Personal Effects If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $500 for Personal Effects stolen with the "auto". The insurance provided under this provision is excess over any other collectible insurance. For this coverage extension, Personal Effects means tangible property that is wom or carried by an "insured". (Personal Property of Others) f. Personal Property of Others We will pay up to $500 for loss to personal property of others in or on your covered "auto." This coverage applies only in the event of "loss" to your covered "auto" caused by fire, lightning, explosion, theft, mischief or vandalism, the covered "auto's" collision with another object, or the covered "auto's" overtum. No deductibles apply to this coverage. (Locksmith Coverage) g. Locksmith Coverage We will pay up to $250 per occurrence for necessary locksmith services for keys locked inside a covered private passenger "auto". The deductible is waived for these services. Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CA 71 09 01 17 Page 92 of 422 (Vehicle Wrap Coverage) h. Vehicle Wrap Coverage If you have Comprehensive or Collision coverage on an "auto" that is a total Toss, in addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehide wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. (Airbag Accidental Discharge) F. SECTION III — PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended at 3. to include the following language: If you have purchased Comprehensive or Collision Coverage under this policy, this exclusion does not apply to mechanical breakdown relating to the accidental discharge of an air bag. This coverage applies only to a covered auto you own and is excess of any other collectible insurance or warranty. No deductible applies to this coverage. G. BROADENED LIMITS OF INSURANCE (Audio, Visual and Data Electronic Equipment Coverage) SECTION III — PHYSICAL DAMAGE COVERAGE — C. Limit of Insurance at 1.b. is amended to provide the following limits: b. Limits of $1,000 per "loss" is increased to $5,000 per "loss". All other terms and provisions of this section remain applicable. (Auto LoamLease Total Loss Protection) SECTION III — PHYSICAL DAMAGE COVERAGE — C. Limit of Insurance is amended by adding the following language: 4. In the event of a total "loss" to a covered "auto" shown in the Schedule pages, subject at the time of the "loss" to a loan or lease, we will pay any unpaid amount due including up to a maximum of $500 for early termination fees or penalties on the lease or loan for a covered"auto" less: a. The amount paid under the Physical Damage Coverage Section of the policy; and b. Any: (1) Overdue lease / loan payments at the time of the 'loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases. (Glass Repair— Deductible Amendment) H. GLASS REPAIR — DEDUCTIBLE SECTION III — PHYSICAL DAMAGE COVERAGE — D. Deductible is amended by adding the following: Any deductible shown in the Declarations as applicable to the covered "auto" will not apply to glass breakage if the damaged glass is repaired, rather than replaced. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 Page 93 of 422 (Amended Duties in the Event of Accident, Claim, Suit or Loss) I. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Under SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions , the following is added to paragraph 2. Duties In The Event of Accident, Suit or Loss: d. Knowledge of any "accident", "claim", "suit" or "loss" will be deemed knowledge by you when notice of such "accident", "claim", "suit" or "loss" has been received by: (1) You, if you are an individual; (2) Any partner or insurance manager if you are a partnership; (3) An executive officer or insurance manager, if you are a corporation; (4) Your members, managers or insurance manager, if you are a limited liability company; or (5) Your officials, trustees, board members or insurance manager, if you are a not -for -profit organization. (Waiver of Subrogation by Contract) J. WAIVER OF SUBROGATION REQUIRED BY CONTRACT Under SECTION IV, BUSINESS AUTO CONDITIONS, A. Loss Conditions 5. Transfer of Rights of Recovery Against Others to Us the following language is added: However, we waive any rights of recovery we may have against the person or organization with whom you have agreed in writing in a contract, agreement or permit, to provide insurance such as is afforded under the policy to which this endorsement is attached. This provision does not apply unless the written contract or written agreement has been executed, or permit has been issued, prior to the "bodily injury" or "property damage." (Unintentional Failure to Disclose) K. UNINTENTIONAL FAILURE TO DISCLOSE Under SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions , the following is added to 2. Concealment, Misrepresentation Or Fraud : Your unintentional error in disdosing, or failing to disdose, any material fact existing at the effective date of this Coverage Form, or during the policy period in connection with any additional hazards, will not prejudice your rights under this Coverage Form. (Hired, Leased, Rented or Borrowed Auto Physical Damage) L. HIRED, LEASED, RENTED OR BORROWED AUTO PHYSICAL DAMAGE Under SECTION IV — BUSINESS AUTO CONDITIONS B. General Conditions 5. Other Insurance Paragraph 5.b. is replaced by the following: b. (1) For "Comprehensive" and "Collision" Auto Physical Damage coverage provided by this endorsement, the following are deemed to be covered "autos" you own: (a) Any Covered "auto" you lease, hire, rent or borrow; and (b) Any Covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto" (2) Limit of Insurance For This Section The most we will pay for any one "loss" is the lesser of the following: (a) $75,000 per accident, or (b) actual cash value at the time of loss, or (c) cost of repair. Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CA 71 09 01 17 Page 94 of 422 Minus a $500 deductible. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total loss. No deductible applies to "loss" caused by fire or lightning. (3) This Hired Auto Physical Damage coverage is excess aver any other collectible insurance. (4) Definitions For This Section (a) Comprehensive Coverage: from any cause except the covered "autos" collision with another object or the covered "autos" overtum. We will pay glass breakage, "loss" caused by hitting a bird or animal and, "loss" caused by falling objects or missiles. (b) Collision Coverage: caused by the covered "auto's" collision with another object or by the covered "auto's" overturn. (Mental Anguish) M. MENTAL ANGUISH Under SECTION V — DEFINITIONS, C. is replaced by the following: C. "Bodily injury" means bodily injury, sickness or disease sustained by a person induding mental anguish or death resulting from bodily injury, sickness, or disease. (Extended Cancellation Condition) N. EXTENDED CANCELLATION CONDITION Under CANCELLATION, of the COMMON POLICY CONDITIONS form, item 2.b. is replaced by the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. CA71090117 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 Page 95 of 422 IL 71 05 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART COMMERCIAL UMBRELLA COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that; (1) The additional insured is a Named Insured under such other insurance; (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured; (3) The additional insured gives us prompt written notice of any "occurrence" which may result in a claim and prompt written notice of "suit"; (4) The additional insured immediately forwards all legal papers to us, cooperates in the investigation or settlement of the claim or defense against the "suit", and otherwise complies with policy conditions. The additional insured must tender the defense and indemnity of any claim or "suit" to any other insurer which also insures against a loss we cover under this policy. This includes, but is not limited to, any insurer which has issued a policy of insurance in which the additional insured qualifies as an insured. For the purpose of this requirement, the term "insures against" refers to any self-insurance and to any insurer which issued a policy of insurance that may provide coverage for the Toss, regardless of whether the additional insured has actually requested that the insurer provide the additional insured with a defense and/or indemnity under that policy of insurance. (6) The additional insured agrees to make available any other insurance that the additional insured has for a Toss we cover under this policy. (5) IL71051014 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Page 96 of 422 ENVIRONMENTAL EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US WRITTEN CONTRACT LIMITATION This endorsement modifies insurance provided under the following, where indicated by an "X" in the checkbox(es) below: ❑ COMMERCIAL GENERAL LIABILITY COVERAGE FORM ® CONTRACTOR'S POLLUTION LIABILITY COVERAGE FORM ❑ PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM SCHEDULE Name Of Person Or Organization: Any person(s) or organization(s) with whom the insured agrees, in a written contract, signed by both parties and executed prior to the commencement of operations to provide a waiver of transfer of rights of recovery. Please refer to each Coverage Form to determine which terms are defined. Words shown in quotations on this endorsement may or may not be defined in all Coverage Forms. The following is added to the Transfer Of Rights Of Recovery Against Others To Us condition of the Coverage Form(s) indicated above: We waive any right of recovery we may have against the person or organization shown in the Schedule of this endorsement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a written contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule of this endorsement. This waiver will not apply to "occurrences" resulting from the sole negligence of the person or organization shown in the Schedule of this endorsement. All other terms and conditions remain unchanged. MEEI 2211 05 16 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. Page 97 of 422 ENVIRONMENTAL POLICY NUMBER: MKLV7ENV100245 EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following, where indicated by an "X" in the checkbox below: ❑COMMERCIAL GENERAL LIABILITY COVERAGE FORM ® CONTRACTOR'S POLLUTION LIABILITY COVERAGE FORM ❑ OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM ❑ PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM SCHEDULE Person Or Organization: Any additional insured with whom you agree in a written contract signed by both parties and executed prior to the commencement of operations to provide Primary and Non -Contributory status under this insurance. With respect to the coverage provided by this endorsement, the following is added to the Other Insurance condition of the Coverage Form(s) indicated above: Primary And Non -Contributory This insurance is primary to, and will not seek contribution from, any other insurance available to the Person Or Organization shown in the Schedule of this endorsement. However, this does not apply to any "claim", "suit" or "pollution condition" resulting from the sole negligence of the Person Or Organization shown in the Schedule of this endorsement. Alf other terms and conditions remain unchanged. MEEI 2274 05 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Page 98 of 422 WC 00 03 13 (4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on Policy No. 30304219 of the issued to Premium $ at 12:01 A.M. standard time, forms a part of (DATE) (NAME OF INSURANCE COMPANY) Authorized Representative We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule BLANKET WAIVER OF SUBROGATION — FORM WC000313 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED, IN A WRITTEN CONTRACT OR AGREEMENT EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT THIS RIGHT WILL BE WAIVED FOR WORK PERFORMED BY YOU FOR THAT PERSON OR ORGANIZATION. THIS AGREEMENT SHALL NOT OPERATE DIRECTLY OR INDIRECTLY TO BENEFIT ANY ONE NOT SPECIFICALLY IDENTIFIED IN A QUALIFYING CONTRACT OR AGREEMENT. WC 00 03 13 (4434) Copyright 1982, 1983 National Council on Compensation Insurance. Page 99 of 422 CITY OF WATERLOO Council Communication Resolution approving Variance to Noise Ordinance request from New Hope Missionary Baptist Church on Sunday, June 21, 2020 from 9:30 a.m. to 12:30 p.m. in conjunction with the New Hope Relaunch (Returning to Worship) located at 710 Broadway Street, including music, singing, preaching and praying and the use of a P.A. System. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date Clerk Office Higby, Nancy Approved 6/9/2020 - 5:31 PM ATTACHMENTS: Description Type ❑ Application for Variance to Noise Ordinance Backup Material SUBJECT: Resolution approving Variance to Noise Ordinance request from New Hope Missionary Baptist Church on Sunday, June 21, 2020 from 9:30 a.m. to 12:30 p.m. in conjunction with the New Hope Relaunch (Returning to Worship) located at 710 Broadway Street, including music, singing, preaching and praying and the use of a P.A. System. Submitted by: Submitted By: Corbin Payne, Police Lieutenant Page 100 of 422 APPLICATION FOR VARIANCE TO NOISE ORDINANCE APPLICANT'S NAME: 4Iej, . 'ilipe /lI es'/ �niz j 1 I eG APPLICANT'S ADDRESS: / I © Eirete('tt2 Opp' --r3.it �j' 7 3 APPLICANT'S PHONE #: ( 3)0 7 33 - 7/ 4,4 ANTICIPATED DATE OF VARIANCE: /'//Z.c'-e' AS NAME OF EVENT: IV 8 /eaite. C�C it h/; 70 6 ,14:i 4 TIMES OF DAY OF VARIANCE: GEOGRAPHICAL LOCATION OF VARIANCE: 7/P drptaK% !i)/ pj2 ,s'7Q DISTANCE OF ACTIVITY FROM RESIDENTIAL PROPERTIES: i4 `/ d v4ce, U/ e a/t. keoGe PLEASE EXPLAIN THE EVENT REQUIRING THE VARIANCE AND BE SPECIFIC, INCLUDE GEOGRAPHICAL LOCATION, AND WHAT ACTUALLY WILL EXCEED THE NOISE ORDINANCE, SUCH AS A BAND PLAYING, PA SYSTEM, ETC. oJ I. !✓iG�! i1 rite j -T ua Pt/ir 2. / CITY COUNCIL ACTION: APPROVAL: ...C2t.....C. Applicant i afore AP I� 7/ znzv Police Dept. Recommen s . tion APPROVAL: DENIAL: DENIAL: DECIBEL LEVEL: Page 101 of 422 CITY OF WATERLOO Council Communication Resolution approving Variance to Noise Ordinance request from Cedar Valley Irish Fest Cultural Association to hold its 14th annual Iowa Irish Fest event from July 31, 2020 through August 2, 2020, in and around Lincoln Park and surrounding streets to include a noise variance for the duration of the festival City Council Meeting: 6/15/2020 Prepared: 6/12/2020 REVIEWERS: Department Reviewer Action Date Clerk Office Higby, Nancy Approved 6/12/2020 - 3:20 PM ATTACHMENTS: Description Type ❑ Noise Variance Request Backup Material S UBJ E C T: Resolution approving Variance to Noise Ordinance request from Cedar Valley Irish Fest Cultural Association to hold its 14th annual Iowa Irish Fest event from July 31, 2020 through August 2, 2020, in and around Lincoln Park and surrounding streets to include a noise variance for the duration of the festival. Submitted by: Submitted By: Corbin Payne, Police Lieutenant Page 102 of 422 APPLICANT'S NAME: APPLICATION FOR VARIANCE TO NOISE ORDINANCE Uc tke4 Td-ti, (..,,� 1�1c. ASS C- :1/4n APPLICANT'S ADDRESS: 31$ F , .\,, S�7c APPLICANT'S PHONE #: C.+{)L+6g -73 Cc ANTICIPATED DATE OF VARIANCE: ) - 1 \ ) s+' PUS 2" A, NAME OF EVENT: a o c. I r\ r c t TIMES OF DAY OF VARIANCE: ji �,I ZT,,y, _ ay,�i. 1 ",r�+n, GEOGRAPHICAL LOCATION OF VARIANCE: S (raM srt i +rt 1ti1,,,ti l C41 S,f.d — 7?At ' CL - € 5.1 PO itlY? PAL kiL d . rt DISTANCE OF ACTIVITY FROM RESIDENTIAL PROPERTIES: `-� s 2 „ L PLEASE EXPLAIN THE EVENT REQUIRING THE VARIANCE AND BE SPECIFIC, INCLUDE GEOGRAPHICAL LOCATION, AND WHAT ACTUALLY WILL EXCEED THE NOISE ORDINANCE, SUCH AS A BAND PLAYING, PA SYSTEM, ETC. CITY COUNCIL ACTION: APPROVAL: DENIAL: Applicant's Signature Date Police Dept. Recommendation APPROVAL: DENIAL: DECIBEL LEVEL: Page 103 of 422 CITY OF WATERLOO Council Communication Resolution approving a request by the MIS Department to seek proposals for the City's purchase of hardware, software and services to complete a plan to refresh and further virtualize its I.T. infrastructure. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Information Services Clerk Office Reviewer Youngblut, Chris Even, LeAnn Action Approved Approved ATTACHMENTS: Description Type o City of Waterloo RFP Virtualization and Storage Backup Material SUBJECT: Submitted by: Recommended Action: Summary Statement: Expenditure Required: Source of Funds: Alternative: Date 6/10/2020 - 10:34 AM 6/10/2020 - 11:11 AM Resolution approving a request by the MIS Department to seek proposals for the City's purchase of hardware, software and services to complete a plan to refresh and further virtualize its I.T. infrastructure. Submitted By: Chris Youngblut, Technology Services Director Approval The City of Waterloo wishes to solicit proposals for the City's purchase of hardware, software and service to further virtualize its I.T. infrastructure. The current environment is aging and nearing end of life for support. It is also at maximum capacity and is limiting further growth for City IT servers. Estimate and budget for the project is $125,000. GO Bonds. Combination of 419 and 420 funds. Receipt of product and implementation planned for Fiscal Year 21. Do not approve. Would limit city's growth and possibly risk down time if support and maintenance is unable to be continued. Page 104 of 422 CITY OF WATERLOO REQUEST FOR PROPOSAL: Information Technology Virtualization and Storage City of Waterloo Information Technology 715 Mulberry Street Waterloo, IA 50703 Page 105 of 422 City of Waterloo Request for Proposal: Information Technology Virtualization Project The City of Waterloo is soliciting a proposal for the City's purchase of hardware, software and services to complete a plan to refresh and virtualize its IT infrastructure. The City has decided to purchase Dell servers and Dell/Compellent storage that will compliment and work with the existing systems already in place. Proposals will be received until 3:00 p.m. on June 25, 2020 at the City of Waterloo's Information Technology Department located at 715 Mulberry St, Waterloo IA, 50703. A copy of the RFP is available by calling Chris Youngblut at 319-291-4598. Proposals will be opened at this time. This City of Waterloo reserves to the right to reject any and all proposals. Any questions concerning this RFP must be submitted in writing to Chris Youngblut. Questions may be submitted via email at chris.youngblut@waterloo-ia.org. 1 Page 106 of 422 City of Waterloo Request for Proposal: Information Technology Virtualization Project Proposal Issued: June 15, 2020 Proposals Due: June 25, 2020 Table of Contents: I. Purpose 3 II. General Bidding Requirements 3 III. Background and Scope of Services 4 IV. Price Request 5 V. Proposal Format 8 VI. Proposal Evaluation 9 2 Page 107 of 422 City of Waterloo Request for Proposal: Information Technology Virtualization Project I. Purpose The City of Waterloo is soliciting a proposal for the City's purchase of hardware, software and services to complete a plan to refresh and virtualize its IT infrastructure. The City has decided to purchase Dell servers and Dell/Compellent storage that will compliment and work with the existing systems already in place. II. General Bidding Requirements Proposals will be received by the City up until the time and place so stated in this document. At that point the City will close the receipt of proposals and begin the evaluation process. Respondents are asked not to contact any City staff or elected official in reference to this process. Information will be released at the appropriate time. Vendors must specifically identify portions, if any, of their proposals, deemed as confidential, proprietary, or trade secrets. Vendors must be prepared to justify why such information, upon request, should not be disclosed. The City of Waterloo reserves the right to reject any and all proposals. The City reserves the right to request oral interviews or request additional written information from any and all vendors. The City reserves the right to award a contract based on proposals received without further discussion or negotiation. Vendors should consider their proposals final and not assume further discussion will occur. Proposals may be submitted electronically or as hardcopies. If hardcopy: Three full copies of the proposal are required. They must be in a sealed envelope and addressed to: City of Waterloo Information Technology Attn: Chris Youngblut 715 Mulberry St. Waterloo, IA 50703 If electronic: Submit via email to chris.youngblut@waterloo-ia.org with a subject line that clearly indicates a response to this RFP. The City is not responsible for messages that are not received by the deadline or electronic attachments the City staff are unable to open or access. 3 Page 108 of 422 City of Waterloo Request for Proposal: Information Technology Virtualization Project III. Background and Scope of Services The City currently has Dell servers and EqualLogic storage all running in a VMware vSphere Standard environment. The City plans to migrate these workloads to new Dell servers with attached Compellent Storage leveraging Dell Networking for an ISCSI storage connection. The successful bidder will include a means for promptly and successfully standing up the new solution and assist in initiating migration from the existing platform to the new solution. • A kickoff meeting that clearly defines all purchased components and functionality; • Establishment of the required goals and objectives for the project; • Hardware install and configuration details for hosts, SANs, switches, storage, etc.; • Software installs and configuration details for Compellent software; • Volume and datastore recommendations and setup; • Physical to virtual migration recommendations and setup; • Replay setup and schedules for maximizing performance and storage capacity; • Template and production VM setup • Project closeout. The system must be completely functional prior to project closeout. All proposals must include licenses for all Server, Networking, and Compellent software and hardware. All proposals must include maintenance for all hardware and software for 3 years beginning at project close. All proposals must include final documentation/diagrams of the components, wiring, configuration, environment, IP Address, and network, along with labeling of all cables. All proposals must include verification that all licenses for hardware and software are established in the City of Waterloo's name and that the appropriate customer accounts are established for support and maintenance. The City expects a turnkey project that includes all costs for the setup and configuration of all hardware and software proposed, racks, cards, cables, shipping, etc. All proposals will include a plan and sufficient time for knowledge transfer to occur for the day to day operation and configuration of all hardware and software purchased. The knowledge transfer will be detailed in the SOW. 4 Page 109 of 422 City of Waterloo Request for Proposal: Information Technology Virtualization Project IV. Pricing Requested on the following The City of Waterloo, in an effort to maximize the compatibility and knowledge level of existing systems, has identified the following components and quantities for which we are requesting pricing. Servers: A quantity of three (3) DELL PowerEdge R640 Servers each with the following specifications: • (2) Intel Xeon Silver 4216 2.1G, 16C/32T, 9.6GT/s, 22M Cache, Turbo, HT (100W) DDR4-2400 • (8) 32GB RDIMM, 2933MT/s, Dual Rank • No Hard Drive, No Backplane chassis • IDSDM and Combo Card Reader • 2x 32GB microSDHC/SDXC Card • VMware ESXi 6.7 U2 Embedded Image on Flash Media for Diskless • Riser Config 2, 3x16 LP • Intel X520 Dual Port 10GbE SFP+ & i350 Dual Port 1GbE BASE-T, rNDC • iDRAC9,Enterprise • Dual, Hot -plug, Redundant Power Supply (1+1), 750W • (2) NEMA 5-15P to C13 Wall Plug, 125 Volt, 15 AMP, 10 Feet (3m), Power Cord • Standard Bezel for x4 and x8 chassis • ReadyRails Sliding Rails Without Cable Management Arm • ProSupport Plus and 4Hr Mission Critical, 3 Years Storage Area Network: A quantity of one (1) DELL/Compellent Storage Center systems each with the following specifications: Hardware • (2) SC5020 Controllers, with 64GB Memory • (2)10, ISCSI, 10GbSFP+, 4 Port Cards • (2) 10GB SFP+ Mezzanine Card, 4 Ports • (25) 1.8TB, SAS, 12Gb, 10K, 2.5" • (5) Drive Blanks 2.5" • (5) Dell Networking, Transceiver, SFP, 1000BASE-T • (2) Dell Networking, Transceiver, SFP, 1000BASE-SX connector • (10) DAC Cable, SFP+, Copper, 1M • Power Supply, 1378W C20 • (2) C2G 6ft 14AWG 125 Volt Power Cord (NEMA 5-15P to IEC320 C19) 5 Page 110 of 422 City of Waterloo Request for Proposal: Information Technology Virtualization Project Software & Maintenance • (1) Storage Center SW Bundle, Base License Includes: Dynamic Capacity, Dual Controller, Dell Storage Manager: Foundations & Reporter, MPIO, Compression, Local Data Protection • (1) Remote Instant Replay Array License • (1) FastTrack Array License • Co -Pilot On -Site Support • Co -Pilot Support Center • ProSupport Plus 24x7 w/ Priority On -Site (4 hour), 3 Years 10GB SFP+ ISCSI Switches • (2) S4128F 10GB SF Dell EMC Switch S4128F-ON, 1U, 28 x 10GbE SFP+, 2 x QSFP28, PSU to • IO, 2 PSU, OS 10 • (4) Forcel0, Power Cord, 125V, 15A, 10 Feet, NEMA 5-15/C13, S-Series • (10) Dell Networking, Cable, SFP+ to SFP+, 10GbE, Passive Copper Twinax Direct Attach Cable, 2 Meter • (2) Dell Networking Cable, 0M4 LC/LC Fiber Cable, (Optics required), 2 Meter • OS10 Enterprise, S4128F-ON • ProSupport Plus Mission Critical 4Hr Onsite Service, 3 Years Services: The successful vendor will provide complete implementation on the Hardware and Software described above. This includes installing the servers, SANS, and ISCSI Switches. The system will need to be completely functional and Virtual Machines will be built across 3 servers in the cluster. SAN implementation will include: • Racking the Compellent Hardware o Mount Storage Center controller(s) in appropriate rack o Install necessary iSCSI, network, and power cables • Basic setup of Storage Center o Apply Hardware and System serial numbers o Set the IP address ()Apply system license key o Ensure all aspects of Storage Center are fully functional and operating as designed o Create disk folders, volumes, servers • Label, document, and verify o Label all cables installed o Document all cable connections made to this point o Verify all connections to and from Storage Center 6 Page 111 of 422 City of Waterloo Request for Proposal: Information Technology Virtualization Project VMWare implementation will include: • Server Virtualization o Configuration and Testing of Host Servers o Initial Host Server Hypervisor Install o Configuration of Data Stores to SAN o Verification of configuration o Test VM Server Build o Advanced Services Testing (All Purchased Products) • Server Build o VM Build for each Server needed in the Environment o Network Configuration Knowledge Transfer: • Review in-depth the administration and configuration functions for purchased products • Review in-depth the Dell Storage Manager: Foundations & Reporter, Dynamic Capacity, MPIO, Compression, Local Data Protection • Review of the Storage Center configuration and how to manage the system and make changes • Review in depth the methodology of Tiered Storage, Data Progression, and Overhead • Develop and review in depth replay schedules and how to recover and rollback to a point in time from on -site and off -site storage and ensure adaptation as the environment changes • Discuss the recovering and re -capturing of space via monitoring replay usage and Windows Space Recovery • Review ongoing maintenance and renewal • Review in-depth the procedure and tools required for moving VM's between hosts • Review Copilot Services and contact methods, VMware services and contact methods, and selected vendor support services and contact methods 7 Page 112 of 422 City of Waterloo Request for Proposal: Information Technology Virtualization Project V. Proposal Format Introduction Vendor shall prepare a brief introduction of his firm, listing contact information. The letter should not exceed two (2) pages, 81/2" x 11". The letter shall be on the principal firm company letterhead including company name, address, phone number and fax number. The letter should be addressed to the City of Waterloo Information Technology Department Chris Youngblut as referenced above. The representative(s) of the Vendor with contract signing authority shall sign the cover letter. The signature(s) shall be original when the proposal document is marked "Original". The Letter of Introduction shall contain the following: • A statement of interest for the Project including a summary of key points describing the Vendor's unique qualifications as they pertain to this particular project. • The availability and commitment of the Vendor. • The statement of any sub -consultants and/or subcontractors that may be hired for the Project. Include the location(s) of the offices(s) from which the services would be provided. • A statement regarding exceptions to or concerns with the requirements set forth in this RFP. Qualifications • Vendor shall provide a general overview of the company including: (a) Brief history of the company including mission and structure (b) Date established (c) Ownership (public, partnership, subsidiary, etc.) Statement of Understanding Vendor is required to describe in detail the Vendor's understanding of the project and the methodology proposed to successfully complete the project. Proposed Solution and Configuration • Describe in detail your proposed solution and system configuration. Discussion shall include unique design approaches to improve the City's operations and system reliability. • Detail the benefits of the proposed solution's redundancy of the system components. Include an explanation of the behavior of the system during the failure of any VM, volume, store, replay, switch, component, etc. • Describe in detail the recommended backup solution, cloud services option, and different scenarios related to the recovery of VM's, data, replays, etc. • Describe in detail the required knowledge transfer for purchased products and software. • Describe in detail the capabilities of the software products being proposed. 8 Page 113 of 422 City of Waterloo Request for Proposal: Information Technology Virtualization Project • Describe in detail the capabilities of the hardware products being proposed. • Describe in detail the support and services being offered via the recommended maintenance. • Vendor must supply a copy of their standard contract agreement for procurement and maintenance • Vendor must list any exception or deviation from specifications. Failure to do so may subject the proposal to rejection. VI. Proposal Evaluation Proposals shall be evaluated to determine which response is most advantageous to the City. The contract will be awarded to a vendor based on a determination of which proposal offers the best trade-off between price and performance, where quality is considered an integral performance factor. The award decision is made based on multiple factors, including: 1) Total cost of ownership, meaning the cost of acquiring, operating, maintaining, and supporting a product or service over its projected lifetime; 2) The evaluated technical merit of the vendor's proposal; 3) The vendor's past performance; 4) The evaluated probability of performing the requirements stated in the solicitation on time, with high quality, and in a manner that accomplishes the stated business objectives and maintains industry standards compliance. The City reserves the following rights: 1) To waive informalities in the proposal or proposal procedure 2) To reject the response of any persons or corporations that have previously defaulted on any contract with the City of Waterloo or who have engaged in conduct that constitutes a cause for debarment or suspension 3) To reject any and all responses 4) To re -advertise for proposals previously rejected 5) To otherwise provide for the purchase of such equipment, supplies materials and services as may be required herein 6) To award the purchase order or contract on the basis of price and other factors, including but not limited to such factors as delivery time, quality, uniformity of product, suitability for the intended task, and Vendor's ability to supply 7) To increase or decrease the quantity herein specified The proposal ranked one will be recommended to the City Council for approval. If the City is unable to negotiate a satisfactory agreement with the highest ranked proposer, negotiations with that proposer will be terminated and the City will decide whether to open negotiations with the second ranked proposer or to reject all proposals and re -advertise or terminate further consideration of the project. 9 Page 114 of 422 CITY OF WATERLOO Council Communication Resolution approving request of Cory Warmuth for a waiver for a concrete approach located at 1315 Knoll Avenue, and approve eliminating the sidewalk section along Knoll Avenue due to parking lot use. City Council Meeting: 6/15/2020 Prepared: 6/10/2020 REVIEWERS: Department Reviewer Action Date Engineering Gentz, Dennis Approved 6/10/2020 - 10:54 AM Clerk Office Higby, Nancy Approved 6/10/2020 - 11:16 AM ATTACHMENTS: Description Type ❑ DW waiver 1315 Knoll Ave Backup Material SUBJECT: Submitted by: Recommended Action: Summary Statement: Legal Descriptions: Resolution approving request of Cory Warmuth for a waiver for a concrete approach located at 1315 Knoll Avenue, and approve eliminating the sidewalk section along Knoll Avenue due to parking lot use. Submitted By: Jamie Knutson, PE, City Engineer Recommendation of approval by the City Engineer. I have reviewed this request and recommend its approval subject to the following provisions: 1. Work to be performed by an approved and bonded contractor. 2. A permit is to be obtained from the office of the City Engineer prior to construction. 3. All work shall be performed under the supervision of the City Engineer and at no cost to the City of Waterloo. $7.00 cash for the purpose of recording this waiver and a copy of the legal description have been provided to the City Clerk's office. HAGERMAN PLACE LOT 4 BLK 31 LO T 5 BLK 31 Page 115 of 422 WAIVER f Date: ame, Q�oct koe v� Lb+ Honorable Mayor and City Council City Hall Waterloo, IA 50703 Council Persons: I hereby request a waiver to the driveway and sidewalk specifications for the construction of a driveway or sidewalk located at (concrete or asphalt) 15 knoll This waiver is needed because of: (Address) special surface texture to be used on the concrete approach (Le., exposed aggregate, brick stamped pattern, paving brick). elimination of the sidewalk section due to the inability to meet the grade requirements, elimination of the sidewalk section for asphalt driveways. placement of a driveway or sidewalk on City right-of-way on an unimproved street. Other:s7C'- I agree to the following: 1. To remove and replace this driveway to an official elevation at no additional expense to the City of Waterloo at such time that sidewalk is constructed. 2. To remove and replace the private driveway, as needed, to an official elevation at no additional expense to the City of Waterloo at such time that curb and gutter is constructed. 3. To pay for any additional expenses tor the replacement of any such textured driveway or sidewalk that has been removed for any City of Waterloo project. 4. To employ a bonded contractor who shall obtain a permit from the office of the City Engineer. 5. To have the driveway constructed according to the specifications and policies of the City Engineer and under his supervision. 6. This waiver is for this property only. Attached herewith is a payment in the amount of seven dollar ($7.00) or the purpose of recording this agreement, , rr, y Respectfully submitted, iJaroivit Printec4 Name of Property Owner Signature o Property Owner Page 116 of 422 CITY OF WATERLOO Council Communication Bonds. City Council Meeting: 6/15/2020 Prepared: REVIEWERS: Department Reviewer Action Engineering Higby, Nancy Approved ATTACHMENTS: Description Type ❑ Bonds for council approval 6.15.2020 Backup Material SUBJECT: Bonds. Date 6/10/2020 - 11:13 AM Page 117 of 422 BONDS FOR COUNCIL APPROVAL June 15, 2020 RIGHT OF WAY CONSTRUCTION BOND AMOUNT $15,000.00 IA5255330 BARRY SMITH GRADING & EXCAVATING, INC. WAVERLY, IA 7900428147 BROCK EVEN CONSTRUCTION LLC JESUP, IA 64676758 THE GLEASON CONSTRUCTION CORP WATERLOO, IA IA 600354 GREG HASSMAN DBA ROYAL TURF, INC. CEDAR FALLS, IA 64662883 VERACITY EXCAVATING LLC LA PORTE CITY, IA Page 118 of 422 CITY OF WATERLOO Council Communication Improvements to Hangar No. 4, Waterloo Regional Airport, Project No. 9-I-200-ALO-200 Iowa DOT Aviation Bureau Contract No. 21613. City Council Meeting: 6/15/2020 Prepared: 6/8/2020 REVIEWERS: Department Reviewer Action Date Airport Kaspari, Keith Approved 6/8/2020 - 3:46 PM Clerk Office Even, LeAnn Approved 6/9/2020 - 9:58 AM ATTACHMENTS: Description Type ❑ Exterior Picture No: 1 of Hangar 4 Backup Material ❑ Interior Picture (Mold) of Hangar No 4 Backup Material ❑ Bid Tab Backup Material ❑ Engineers Tabulation Backup Material SUBJECT: Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Motion to close hearing and receive and file oral and written comments. Resolution confirming approval of plans, specifications, form of contracts, etc., and authorizing to proceed. Motion to receive, file, and instruct the City Clerk to read bids and refer to Airport Director for further review. Submitted by: Submitted By: Keith Kaspari, Airport Director Recommended Action: Expenditure Required: Source of Funds: Approve of the project as recommended by Airport Staff. Not including project design and construction administration and inspection fees for AEC OM personnel, construction improvements anticipated to be around $100,000. Source of the funds will be derived by the State of Iowa, and the Iowa DOT's Aviation Bureau, via the Commercial Service Vertical Infrastructure (CSVI) program, via Grant No: 9-I-200-ALO-200. There are no City / Airport matching funds for this project, as the funds are 100%. This is a Fiscal Year 2020 project for the airport through the CSVI program as noted above. This project complies with the City of Waterloo's Strategic Plan, as follows: Page 119 of 422 Policy Issue: Strategy No: 3, and Goal No: 3.1, 3.4, 3.5 and 3.7. Strategy No: 4, and Goal No: 4.5. Alternative: Background Information: Legal Descriptions: No project alternatives were selected for this phase of work at Hangar No: 4. This project provides another phase of work, for continued improvements to Hangar No: 4 at Waterloo Regional Airport. Specifically this work includes the following project elements: 1. Environmental abatement of mold to interior wall areas of the office areas; 2. Environmental abatement of expected asbestos containing tiles in the hallway corridor between the office areas and the hangar bay; 3. Replacement of damaged ceiling tiles, dry wall and carpet in office areas; 4. Replacement of windows and window sills (significant dry rotting) has occurred at requiring the replacement of windows and related supporting window infrastructure; 5. Exterior block walls of the office areas will be tuck -pointed and sealed; and, 6. North Bay exterior high bay wall will be tuck pointed, and an EFIS wall system installed. Without question, this is another (of many) critically important phases of work to be completed, that will allow the City / Airport staff to get the hangar to be in a condition to eventually allow Staff to receive Fair Market Value, or FMV, in a long-term lease to an aviation tenant. This project is a long time in coming. As the Airport Director of ALO, I did not want to lease this facility out to anyone, pending the potential exposure of a prospective tenant, to asbestos or mold exposure, thereby potentially placing the City in an increased level of liability. Now, with the environmental areas of the hangar properly abated, would allow Staff to lease the facility without the potential of future tenant employees to be exposed to environmental hazards. Page 120 of 422 Page 121 of 422 ALO Hangar 4 Improvement Project Iowa DOT CSVI Project No: 9-I-200-ALO-200 and Iowa DOT Contract No. 21613 Bid Tab: June 11, 2020 Engineer's Estimate: Base Bid: $86,797.50 Bid Alternate #1: $4,500 Bid Alternate #2: $16,135 Total Base Bid + Bid Alt. #1 and Alt. #2: $107,432.50 Bidder Bid Security Total Bid Amount Modern Builders, Inc. Janesville, IA 5% Base: $141,162.50 Alt. 1: $4,000 Alt. 2: $25,875 Woodruff Construction, LLC Waterloo, IA 5% Base: $105,213.75 Alt. 1: $11,000 Alt. 2: $35,687.50 Page 123 of 422 Bid Opening 2020 CSVI Project Hangar No. 4 Rehabilitation Waterloo Regional Airport June 11, 2020 (1 Addendum Issued) Contractor Base Bid Bid Alternate #1 Bid Alternate #2 Total Base Bid + Bid Alternates #1 and #2 Engineer's Estimate $ 86,797.50 $ 4,500.00 $ 16,135.00 $ 107,432.50 Woodruff Construction LLC, Waterloo, IA $ 105,213.75 $ 11,000.00 $ 35,687.50 $ 151,901.25 Modern Builders, Waverly, IA $ 141,162.50 $ 4,000.00 $ 25,875.00 $ 171,037.50 Page 124 of 422 CITY OF WATERLOO Council Communication Airline Passenger Terminal Building Improvements, Waterloo Regional Airport, Project No. 9-I-190-ALO-200 Iowa DOT Aviation Bureau Contract No. 20601. City Council Meeting: 6/15/2020 Prepared: 6/8/2020 REVIEWERS: Department Reviewer Action Date Airport Kaspari, Keith Approved 6/8/2020 - 3:45 PM Clerk Office Even, LeAnn Approved 6/9/2020 - 10:17 AM ATTACHMENTS: Description Type ❑ Project Areas for New Floor Carpet Backup Material ❑ Bid Tab Backup Material SUBJECT: Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Motion to close hearing and receive and file oral and written comments. Resolution confirming approval of plans, specifications, form of contracts, etc., and authorizing to proceed. Motion to receive, file, and instruct the City Clerk to read bids and refer to Airport Director for further review. Submitted by: Submitted By: Keith Kaspari, Airport Director Recommended Action: Expenditure Required: Source of Funds: Policy Issue: Alternative: Approve of the request by Airport Staff. Engineer's Estimate, pending bids and Add Alternates, would be approximately $78,075.75. These funds are from the FY 2019 Iowa DOT, and the office of the Aviation Bureau, via the Commercial Service Vertical Infrastructure (C S VI) program. These funds are at 100% thereby not requiring any local City / Airport Dept. match. This project complies with the City of Waterloo's Strategic Plan, as follows: Goal No: 3, and Strategy No: 3.4, 3.5 and 3.7. Goal No: 4, and Strategy No: 4.5. To project alternatives were selected for the use of these funds. This request is the second This project request by Staff, would allow us to phase in the replacement of the First Floor Lobby, and Baggage Claim area carpet at the Airport. Page 125 of 422 Background Information: Airport engineering firm, estimates that there is over $300,000 worth of carpet in the building - which, may have been initially installed during the 2004 Terminal Renovation project. As a result, the carpet has aged in various locations of the terminal building resulting in a need to replace the carpet squares - especially in the high traffic areas of the airport terminal first floor. Therefore, using Iowa DOT funds such as those noted above, relieves the City from using General Obligation Bond funds for the amount necessary to eventually re -carpet the entire terminal building. This will be the second time we have bid this project, as last year (2019) we bid this project, and unfortunately, received no bids, so we are trying again. Legal Descriptions: Not Applicable for this request by Airport Staff. Page 126 of 422 RASE RID AFTER 1011)2020 BASE 01❑ HEAVIER DURABILITY CARPETRASE BID OFFICE AREA 5 HALLWAY FAA AFFICE ALTERNA E BID I 1 r ALTERNATE BID 1 CONFERENCE ROOM TICKET COUNTER FRONT RAs BID 71cKET COUNTER AREA MANMNGTAN c0MMERCIAL !NNW( MPUIJLAR MAIN TERMINAL MANNENGTON COMMERCIAL E%CNANGE GOLLECTEON OFFICEAREAS MANNiNGTON COMMERCIAL EXCHANGE COLLECTION COLUMN [TYP1 VESTIBULE IT P) MOTHERS RoaM ALTERNATE RED2 MAIN TERMINAL FUTURE BUSINESS CENTER SCALE 1:10 wEw,BEn er. /" ECOM of sYCNAME ste t sUlrE221 WAIEFt00,L1 50o3 131043I66331 5M B,W]PSTREET SWTE3D1 UES MOIMEsLA_ 5,33os t515-3ZSTB10 TERMINAL BUILDING CARPET TERMINAL IMPROVEMENTS WATERLOO REGIONAL AIRPORT I0OT owl PROJECT NO-9I1&DAL0200 'DOT CONTRACT NO. 20601 Page 127 of 422 SCALE 1.20 MEP,. PY: 501 SYCAMORE STREET SVi5E 221 WATERLOO. IA 507a3 1,19-6,6521 TERMINAL BUILDING EXISTING CARPET TERMINAL IMPROVEMENTS WATERLOO REGIONAL AIRPORT IDOT CSVI PROJECT NO. 91190AL0200 'DOT CONTRACT NO, 20661 Page 128 of 422 ALO Passenger Terminal Building Carpet Replacement (Phase I) Iowa DOT Aviation Bureau Project No: 9-I-190-ALO-200 and Iowa DOT Aviation Bureau Contract No. 20601 Bid Tab: June 11, 2020 Engineer's Estimate: Total Base Bid + Alternate No. 1 and 2: $78,075.75 Bidder Bid Security Total Bid Amount Randy's Flooring Cedar Rapids, IA 5% (Received after Deadline) Base: $90,023 Alt. 1: $5,549 Alt. 2: $2,095 Total Base Bid + Alternate No. 1 and 2: $97,667 Woodruff Constsruction LLC Waterloo, IA 5% Base: $81,881.258 Alt. 1: $4,183.95 Alt. 2: $4,169.25 Total Base Bid + Alternate No. 1 and 2: $90,234.45 Page 129 of 422 CITY OF WATERLOO Council Communication Miscellaneous airfield improvements, Waterloo Regional Airport via FAA Grant Projects 3-19-0094-046 and 047. City Council Meeting: 6/15/2020 Prepared: 6/8/2020 REVIEWERS: Department Reviewer Action Date Airport Kaspari, Keith Approved 6/8/2020 - 3:44 PM Clerk Office Even, LeAnn Approved 6/9/2020 - 10:32 AM ATTACHMENTS: Description Type ❑ Title (Cover) Page and Page 5 of the Overall Project Backup Material ❑ Bid Tabulation Backup Material SUBJECT: Submitted by: Recommended Action: Summary Statement: Expenditure Required: Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Motion to close hearing and receive and file oral and written comments. Resolution confirming approval of plans, specifications, form of contracts, etc., and authorizing to proceed. Motion to receive, file, and instruct the City Clerk to read bids and refer to Airport Director for further review. Submitted By: Keith Kaspari, Airport Director Approve of the request as noted above by Airport Staff. Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No Comments on file. Motion to close hearing and receive and file oral and written comments. Resolution confirming approval of plans, specifications, form of contract, etc. Resolution authorizing to proceed. Motion to receive, file and instruct the City Clerk to read bids and refer to the Airport Director for further review. Engineer's Estimate for the above misc. work has been estimated at nearly $3,250,000.00. Source of the funds will be derived by the United States Department of Transportation, via the Federal Aviation Administration; and, via the FAA's Page 130 of 422 Source of Funds: Policy Issue: Alternative: Background Information: Airport Improvement Program (AIP). Project Funding is anticipated to be at 100% (per ALO's FAA Program Manager and Engineer). The misc. projects noted above, complies with the City of Waterloo's Strategic Plan, as follows: Goal No: 3. and Strategy Nos: 3.3, 3.4 and 3.5. Goal No: 4, and Strategy No: 4.5. There are / were no project alternatives selected for the use of the above funds. This project request includes via both FAA Grant in Aid projects, as follows: Grant No: 46 - 1. Pavement Reconstruction of the Large Aircraft Charter Apron Parking Area; and, 2. Clean and Re -Seat Pavement Joints on the East Airline Terminal Apron Parking Area. Grant No: 47 - 1. Pavement Reconstruction of Taxiway Bravo (South of Runway 18/36) to the intersection of Taxiway Alpha; and, 2. Tree Removal (In the following areas) - A. Approach to Runway 12; B. Approach to Runway 18; and, C. Mid -Field and West of Runway 18/36. Legal Descriptions: Not Applicable for this request by Airport Staff. Page 131 of 422 IMPROVEMENTS TO THE WATERLOO REGIONAL AIRPORT OWNER/SPONSOR: CITY OF WATERLOO, IA RECONSTRUCT WEST TERMINAL APRON AND CLEAN/RESEAL JOINTS EAST TERMINAL APRON FAA AIP NO. 3-19-0094-0046-2020 RECONSTRUCT TAXIWAY B SOUTH OF RUNWAY 18/36 & REMOVE TREES manallimi sok viuiiii*.ummminger AECOM SOI SYCAMORE STREET, SURE 222 WATERLOO, IOWA5O703 (319)232-esal (3114232-0271 (FAX) LOCATION MAP BLACK HAWK COUNTY AECOM 500 S.W. 7fl STREET, SUITE 301 DES MOINES, IOWA 503O9-45O3 (5151323-7910 (515)244-4803 {FAX) - 7r'r M ou II II 9 TREE CLEARING FAA AIP NO. 3-19-0094-0047-2020 II v - 1'II JLJ N. TREE CLEARING AND GRUBBING iI DUNKERTON ROAD r — o-- 11 d-'� :_ AIRLIIE HAY m VICINITY MAP NOT TO SCALE A ECOM Page 132 of 422 TAXIWAY B RECONSTRUCTICIN TERMINAL APRON JOINT RESEALING N N ,.r QI) DESIGN CRITERIA RECONSTRUCTED AIRFIELD PAVEMENTS ARE DESIGNED UTILIZING AIRCRAFT DESIGN GROUP C—III AIRFIELD AND TAXIWAY DESIGN GROUP 3. WATERLOO REGIONAL AIRPORT DIRECTOR OF AVIATION, WATERLOO ' If1/; I PORT I hereby certify that this Engineering document was prepared by me or under my direct personal supervision and that I am a duly Licensed Professional Engineer under the laws of the State of Iowa. 22, 2020 DAVIO B. HUGHES Cate License number 13037 My license renewal date Is December 31, 2021 Pages or sheets covered by this seal: All sheets VT DUNKERTON ROAD PHASE 2 II AGA Il /I I Il • I nr- / II /\ l li \ �f lII � 1 1 C��\ I • `•-. / I`Iii ,I III \1 \\• \ I II \ 0 N. 'N., 41 LIGHTED CLOSES a I I kf RUNWAY MARKER A k I II '� , \ (PHASE 2) ,E 03 II \ BARRICADE I II I + II ��� * LOCATION II N.r . , (TYP.) ' I 11 1 i ii ...N..� j 1 - I it II i �•l I i 1+ 1 1 I r I II • II PAS.; ■ CLOSE F° NWAY MARKER _ (PHASE LIGHTED CLOSED RUNWAY MARKER (PHASE 2) BARRICADE LOCATION (TYP-) VORTAC CRITICAL AREA-1000' PAINTED CLOSE RUNWAY MARKER (PHASE 1 & 2} N \ N • Table B — Runway, Taxiway, and Apron Availability per Phase Phase 1 Phase 2 Phase 3 Runways Runway 12/30 Open Dpen; y n, Runway 18/36 Open pe�`n.. „. Runway6/24 ew s S t et ez $ s-.'a' P Back -taxi Operations Required on Runway 12130 Depart 12 Arrive 30 .. " Depart 12 - Amve 30 Np Back -taxi Operations Required on Runway 18/36 Depart 18 :Arrive 36 `r NIARwy Closed,- No -- - .- Taxiways TaxiwayA West of Runway 18/36 Closed ' _ Closed ' Open Tax Tway A West of Taxiway B to Runway 18/36 "1 Le-- "" ,1r t r . Open Taxiway A and Taxiway B Intersection Open Taxiway A East of Taxiway B to Runway 12/30 Open Opar- _ <ParSalt)t - Closed .-, Taxiway A East of Runway 12/30 Open_ Open Open Taxiway B North of Runway 18/36 • . ed Open Taxiway B South of Runway 18/36 1. i1d psed-: Open Taxiway B-1 Open r Closed: _ Open Taxiway C North of Runway 12J30 Closed Closed • Open Taxiway C South of Runway 12/30 Closed - Closed- Open - Taxiway E Open Open Open _ Aprons ANGTax ilane Open Open . Open WestTerminal Apron Clo eo Open Open East Terminal Apron Open Open Closed GA East of Taxiway B; Taxilane and Apron .Open - Open Open GA West of Tax way 1; Intersection of Taxilanes with Taxiway peen Open Open FBO (Livingston) Apron Open Open Open ARFF Access Road to Taxiway A Open ;" Open Open- ARFF Service Read to East Terminal Apron Open Open __ Closed Table C — Instrument Approach Procedures Availability per Phase Instrument Approach Procedures Phase 1 Phase2 Phase 3 Runway 6/24 — RNAV (GPS) RWY 06 ! $ ;:.> Runway 6/24 —RNAV (GPS) RWY 24 Runway 624—VOR RWY06 Runway 6/24 — VOR RWY 24 kr.k Runway 12/30 — ILS or LOC RWY 12 a'r-rl E . u ,IC. Available Runway 12/30 — RNAV (GPS)RWY 12 `.lcli Iuci i-:*; Ayatable.` Runway 12/30—VOR RWY 12 Available Runway 12/30 — RNAV (GPS)RWY 30 Available Available:, Available' Runway 12/30— LOC BC RWY 30 Available Available Available `. Runway 18/36 — RNAV (GPS) RWY 18 Available - N/A _ Available Runway 18/36— RNAV (GPS) RWY 36 Available NIA -- Available Runway 18/36 — VOR RWY 18 N/A N/A Available. 0' Sr.AI F 500' 1006' 0 a CONSTRUCTION SAFETY AND OPERATIONS PLAN DATE MAY 15, 2020 PROJECT NO. 60625545 FILENAME SHEET NO. 5 DRAWING NO. Fiscal Year 2020 Projects FAA AIP 3-19-0094-0046 and 0047-2020, Bid Tab: June 11, 2020 Engineer's Estimate: Base Bid — Bid Package #1: Add Alternate Bid — Bid Package #1: Total Bid — Bid Package #1: Bid Package #2: Total 2020 FAA AIP Projects: Total 2020 FAA AIP Projects Including Add Alternate Bid: $451,762.00 $12,805.00 $464,467.00 $3,051.900.70 $3,503,622.70 $3,516.467.70 Contractor Base Bid - Bid package #1 Add Alternate Bid - Bid Package Nl Total Bid - Bid Package #1 Bid Package#2 Total 2020 FAA AIP Projects Total 2020 FAA AIP Projects including Add Alternate Bid Engineer's Estimate $ 451,762.00 $ 12,805.00 $ 464,567.00 $ 3,051,900.70 $ 3,503,662.70 $ 3,516,467.70 Wicks Construction Inc., Decorah, IA $ 742,715.50 $ 15,127.50 $ 757,843.00 $ 3,565,675.50 $ 4,308,391.00 $ 4,323,518.50 Croell, Inc., New Hampton, IA $ 817,197.50 $ 15,127.50 $ 832,325.00 $ 3,520,621.50 $ 4,337,819.00 $ 4,352,946.50 E+F Paving Company LLC, Cedar Rapids, IA $ 761,477.50 $ 19,087.50 $ 780,565.00 $ 3,749,753.50 $ 4,511,231.00 $ 4,530,318.50 Cedar Valley Corp., LLC, Waterloo, IA $ 689,019.60 $ 22,330.00 $ 711,349.60 $ 3,441,675.40 $ 4,130,895.00 $ 4,153,225.00 K Cunningham Construction Co., Inc., Cedar Falls, IA $ 723,877.50 $ 17,360.00 $ 741,237.50 $ 3,503,274.50 $ 4,227,152.00 $ 4,244,512.00 Page 134 of 422 CITY OF WATERLOO Council Communication Request by 6 Comm Properties, LLC for the sale and conveyance of city owned property, for the development of property at the northeast corner of Commercial Street and 6th Street. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Planning & Zoning Even, LeAnn Approved ATTACHMENTS: Description Type ❑ Agreement Backup Material ❑ Agreement approved 4.20 Backup Material SUBJECT: Submitted by: Recommended Action: Summary Statement: Expenditure Required: Source of Funds: Policy Issue: Legal Descriptions: Public hearing cancelled to be re -scheduled. Date 6/ 11 /2020 - 10:39 AM Submitted By: Noel Anderson, Community Planning and Development Director Approval. Transmitted herewith is a request of the sale and conveyance with 6 Comm Properties, LLC to authorize the sale and conveyance of City -owned property for $1.00, adjacent to the former Flea Market building. This would allow 6 Comm Properties, LLC to construct a new 4-story residential building with first floor commercial space on the site, which was previously approved for a development agreement. None N/A Land Use Part of Lot Nos. 31 and 32 in Fractional Block No. 14, Original Plat on the West Side of the Cedar River, City of Waterloo, Black Hawk County, Iowa, commencing at the most Westerly corner of Lot No. 31, thence Northeasterly along the Southeasterly right of way line of West Sixth Street a distance of 43.7 feet; thence Southeasterly to a point on a line that is parallel to and 2 feet Northwesterly of the Southeasterly line of Lot No. 32, which point is 55 feet Northeasterly of the Southwesterly line of Lot No. 32; thence southwesterly along said parallel line 55 feet to the Southwesterly line of Lot No. 32; thence Northwesterly along the Southwesterly line of Lots 32 and 31 to the point of beginning. AND That part of the vacated alley in Fractional Block No. 14, Original Plat on Page 135 of 422 the West Side of the Cedar River, City of Waterloo, Black Hawk County, Iowa, that lies Northwesterly of the Southwesterly extension of a line that is parallel to and 2 feet Northwesterly of the Southeasterly line of Lot No. 32 in said Fractional Block No. 14. Page 136 of 422 Page 1 of 17 I111NI111II111IONtl'MN1111IgINIqNENllbll11l1l411I Doc ID: 006907690017 Type: GEN Recorded: 11/13/2015 at 03:39:30 PM Fee Amt: $87.00 Pape 1 of 17 Slack Hawk County Iowa SANDIE L. SMITH RECORDER Fne2016—.00009121 Prepare( Information: Christ96er 5. W ndland, P.O. Box 596, Waterloo, Iowa 50704 (319) 234-5701 Name f/ Address City Phone DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of Ems- $ , 2015 by and between Dolly James 2, LLC (the "Company"), Hi Yie d, LLC (the "Affiliate") and the City of Waterloo, Iowa (the "City"). Brent Dahlstrom and James Sulentic are principals of Company and/or Affiliate and execute the personal guaranty at the end of this Agreement for the purposes stated therein. RECITALS A. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal. B. Company is willing and able to finance and construct a building and related improvements on property located in the Downtown Urban Renewal and Redevelopment Plan area, generally located on the northeasterly side of the corner of Commercial Street and W. 69) Street, and legally described on Exhibit "A" attached hereto (the "Property"). C. Affiliate owns real estate abutting the Property, legally described on Exhibit "B" attached hereto (the "Affiliate Property"), which the parties intend to be included in the project that is the subject of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property; Title. Subject to the terms hereof, City shall convey the Property to Company for the sum of $1.00 (the "Purchase Price"). Conveyance shall be by quit claim deed, free and clear of all encumbrances arising by or through City except: (a) easements, conditions and restrictions of record which do not, in Company's opinion, interfere with Company's proposed use; (b) current and future real estate real 5^i7_ LC) ;( (7\ File Number: 2016-0004112j13f % Page 2 of 17 property taxes and assessments subject to the agreements made herein; (c) general utility and right-of-way easements serving the Property; and (d) restrictions imposed by the City zoning ordinances and other applicable law. City shall have no duty to convey title to Company until (i) Company delivers to City reasonable and satisfactory proof of financial ability to undertake and carry on the Project (defined below), which may take the form of a lending commitment letter, and (ii) City has satisfied the contingency for amendment of the urban renewal plan as set forth in Section 12. Company shall, at its own expense, prepare an updated abstract of title, or in lieu thereof Company may, at its own expense, obtain whatever form of title evidence it desires. If title is unmarketable or subject to matters not acceptable to Company, and if City does not remedy or remove such objectionable matters in timely fashion following written notice of such objections from Company, Company may terminate this Agreement. City shall provide any title documents it has in its possession, including any abstracts, to assist in title preparation. 2. Improvements. Company and Affiliate shall construct on the Property and the Affiliate Property an apartment building consisting of four above -ground floors and related parking, landscaping, and other improvements to the buildings and grounds (collectively, the "Improvements"). Each floor will be approximately 12,000 square feet, with 10 units on the upper floors. Said building shall also contain a limited commercial area on the first floor. The Improvements shall be constructed in accordance with all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Parking shall meet City's minimum requirements based on building use, occupancy, and future intended development on the Property and Affiliate Property and may include underground parking. The site shall be developed as generally depicted on Exhibit "C" attached hereto, and Company shall submit specific building designs and site plans for City review and approval. It is contemplated that, upon completion, the improved property will have a total value of approximately $2,500,000. The Property, the Improvements, and all site preparation and development -related work to make the Property usable as contemplated by this Agreement are collectively referred to as the "Project". 3. Timeliness of Construction; Possibility of Reverter. The parties agree that the commitment of Company and Affiliate to undertake the Project and to construct the Improvements in a timely manner constitutes a material inducement for the City to convey the Property, or to cause the Property to be conveyed, to Company and that without said commitment City would not do so. Company and Affiliate must obtain a building permit and begin construction by June 30, 2016 and substantially complete construction within twelve (12) months thereafter. If Company has not, in good faith, begun the construction of the Improvements on the schedule stated above, then title to the Property shall revert to the City, except as provided in this Agreement; provided, however, that if construction has not begun within the stated period but the development of the Project is still imminent, the City Council may, but shall not be required to, consent to an extension of time for the construction of the Improvements, and if an extension is granted but construction of the Improvements has not begun within such extended period, then the title to the Property 2 File Number: 2016-000412113§ 22 Page 3 of 17 shall revert to the City after the end of said extended period. If Company determines at any time that the Project is not economically feasible, then after giving thirty (30) days' advance written notice to City, Company may convey the Property to City by special warranty deed, and thereupon neither party shall have any further obligation under this Agreement except as expressly provided. If development has commenced within the required period or any extended period and is stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company, the requirement that construction of the Project shall be tolled for a period of time equal to the period of such stoppage or delay, and thereafter if construction is not completed within the allowed period of extension then title to the Property shall revert to the City. 4. Reverter of Title; Indemnity. In the event of any reverter of title, Company agrees that it shall, at its own expense, promptly execute all documents, including but not limited to a special warranty deed, or take such other actions as the City may reasonably request to effectuate said reverter and to deliver to City title to the Property that is free and clear of any lien, claim, or encumbrance arising by or through Company. Company shall pay in full, so as to discharge or satisfy, all liens, claims, charges, and encumbrances on or against the Property. If Company fails to deliver such documents, including but not limited to a special warranty deed, to City within thirty (30) days of written demand by City, then City shall be authorized to execute, on Company's behalf and as its attorney -in -fact, the special warranty deed required by this Section, and for such limited purpose Company does hereby constitute and appoint City as its attorney -in -fact. Company and Affiliate further agree that they shall, jointly and severally, indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, or injury made, suffered, or incurred as a result of or in connection with the Project, their failure to carry on or complete same, or any lien, claim, charge, or encumbrance on or against the Property of any type or nature whatsoever that attaches to the Property by virtue of Company's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Company and Affiliate shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees, incurred by City. The duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 5. No Encumbrances; Limited Exception. Until completion of the Improvements, Company agrees that it shall not create, incur, or suffer to exist any lien, encumbrance, mortgage, security interest, or charge on the Property, other than such mortgage or mortgages as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City in advance of Company's execution of any such mortgage. Company may not mortgage the Property or any part thereof for any purpose except in connection with financing of the Improvements. 6. Regulatory Approvals. Company and Affiliate acknowledge and agree that the Project will require Company and/or Affiliate to obtain various approvals from 3 File Number: 2016-00041203T4 Page 4 of 17 the City of Waterloo and/or other applicable governmental authorities, including but not limited to zoning, site plan, subdivision, building permit and other approvals required or necessary for the proposed Improvements to the Property. To optimize coordination of Project plans and development with such approvals, Company and Affiliate agree to participate regularly and in good faith in the project management/design-build management (PMT/DBMT) process applicable to the Property and Affiliate Property for design issues, landscape design, parking, construction documents, and other matters. 7. Utilities. Company and Affiliate will be responsible for extending water, sewer, telephone, telecommunications, electric, gas and other utility services to any location on the Property and for payment of any associated connection fees. 8. Minimum Assessment Agreement. Company and Affiliate acknowledge and agree that each will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Property or Affiliate Property. Company and Affiliate further agree that prior to the date set forth in Section 2 of Exhibit "D" that neither of them will seek or cause a reduction in the taxable valuation for the Property and the Affiliate Property, which shall be fixed for assessment purposes, below the aggregate amount of $2,500,000 (the "Minimum Actual Value"), through: (i) willful destruction of the Property, the Affiliate Property, the Improvements, or any part of either; (ii) a request to the assessor of Black Hawk County; or (iii) any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. Company and Affiliate agree to sign said attached Exhibit "D" at the closing. 9. Tax Rebates. Provided that Company and Affiliate have completed the Improvements as set forth herein and have executed the Minimum Assessment Agreement as set forth in Section 8, City agrees to rebate property tax (with the exceptions noted below) as follows: Year One through Year Twenty 42% rebate each year for any taxable value over the January 1, 2015 value of $32,400 for the Property (land value only) and $12,600 for the Affiliate Property. Rebates are payable in respect of a given year only to the extent that Company or Affiliate have actually paid general property taxes due and owing for such year. To receive rebates for a given year, Company or Affiliate must, within twelve (12) months after the tax payment due date, submit a completed rebate request to City on the form provided by or otherwise satisfactory to City, or the rebate shall be forfeited. 4 File Number: 2016-00041214(rgi.t Page 5 of 17 The taxable value of the Property and the Affiliate Property as a result of the Improvements must be increased by a minimum of 10% and must increase the annual tax by a minimum of $500.00. This rebate program is not applicable to any special assessment levy, debt service levy, or any other levy that is exempted from treatment as tax increment financing under the provisions of applicable law. The first year of in which a rebate may be given ("Year One") shall be the first full year for which the assessment is based upon the completed value of the Improvements, and not based on a prior year for which the assessment is based solely upon (x) the value of the Property or Affiliate Property or upon (y) the value of the Property or Affiliate Property and a partial value of the Improvements due to partial completion of the Improvements or a partial tax year. 10. Representations and Warranties of City. City hereby represents and warrants as follows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 11. Representations and Warranties of Company and Affiliate. Company and Affiliate each hereby represents and warrants for itself as follows: A. It is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. C. It has full right, title, and authority to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and each person who executes and delivers this Agreement and all documents to be delivered to City hereunder is and shall be authorized to do so on its own behalf. 12. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. If such completion does not occur, then this Agreement shall be cancelled without further obligation by any party hereto. 5 File Number: 2016-000412141A Page 6 of 17 13. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign or otherwise transfer its interest in the Property prior to completion of the Project, whether in whole or in part, to any other person or entity without the prior written consent of City. Reasonable grounds for the City to withhold its consent shall include but are not limited to the inability of the proposed transferee to demonstrate to the City's satisfaction that it has the financial ability to observe all of the terms to be performed by Company under this Agreement. 14. Materiality of Company's and Affiliate's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company and Affiliate to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company and Affiliate acknowledge that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void. 15. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company or Affiliate, at 2202 College Street, Cedar Fails, Iowa, 50613, Attention: Brent Dahlstrom, with a copy to Eric Johnson, Esq., Beecher Law Firm, 620 Lafayette Street, Waterloo, Iowa, 50703. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (lii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. A party may change the address for giving notice by any method set forth in this section. 16. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 6 File Number: 2016-00041214S0q.S2 Page 7 of 17 17. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 18. Severability. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 19. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 20. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 22. Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 23. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA DOLLY JAMES 2, LLC HI YIELD, LLC 7 File Number: 2016-00041214§21 Page 8 of 17 By: G"‘4 By: rnest G, Clark, Mayor Brent Dahlstrom, Manager PERSONAL GUARANTY. The undersigned, being either an officer, shareholder, manager, or member of Company and/or Affiliate, hereby agree for themselves and their heirs, personal representatives, and assigns, to unconditionally guarantee to City, its successors and assigns, the full and prompt performance by Company and Affiliate, their successors and assigns, of all promises and covenants on the part of Company or Affiliate to be performed pursuant to the foregoing Agreement, including but not limited to the duties of indemnity set forth therein, for a period of three (3) years after the date of the Agreement. Liability of guarantors hereunder 's joint a sev- al. Event Dahlstrom .f . es R. Sulentic 8 File Number: 2016-0041214g Page 9 of 17 EXHIBIT "A" Legal Description of Property Lot No. 70 in Fractional Block No. 14, Original Plat on the West Side of the Cedar River, City of Waterloo, Black Hawk County, Iowa, except that part thereof Tying Southeasterly of the center line of the party wall erected between Lot Nos. 69 and 70. File Number: 2016-00041214§ A Page 10 of 17 EXHIBIT "B" Legal Description of Affiliate Property Lot 69 and that part of Lot 70 lying Southeasterly of the center line of the party wall erected between Lots 69 and 70, all in Fractional Block No. 14, Original Plat on the West Side of the Cedar River, City of Waterloo, Black Hawk County, Iowa. File Number: 2016-000W1*402 Page 11 of 17 EXHIBIT "C" Aerial Depiction See attached. File Number: 2016-000Whg11Ae4 2 Page 2 of 17 Page 13 of 1 DZ' • 41232 Page 14 of 17 EXHIBIT "D" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of this 8" day of 5 ��--60— 2-0 + , by and among the CITY OF WATERLOO, IOWA ("City"), Dolly James 2, LLC ("Company"), Hi Yield, LLC ("Affiliate") and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City, Company and Affiliate have entered into a development agreement (the "Development Agreement") regarding certain real property, described in Exhibit "A" and Exhibit "B" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company and Affiliate will undertake the development of an area ("Project") within the City and within the Downtown Waterloo Urban Renewal and Redevelopment Plan Area; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company and Affiliate desire to establish a minimum actual value for the land and the building(s) pursuant to this Agreement and applicable only to the Project, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements (the "Improvements") which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Improvements by the Company, the minimum actual taxable value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon by the Company as a part of the Project shall not be less than $2,500,000 (the "Minimum Actual Value") in the aggregate for both properties until termination of this Agreement. The parties hereto agree that construction of the Improvements will be substantially completed on or before December 31, 2017. 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, 2047. Nothing herein shall be deemed to waive the rights of Company or Affiliate under Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment File Number: 41242 Page 15 of 17 made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company or Affiliate seek or cause the reduction of the aggregate actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. 3. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 4. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 5. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. IN WITNESS WHEREOF, the parties have executed this Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA BY. % a/ rnest G. lark, Mayor Suzy Sc ares, City Clerk STATE OF IOWA COUNTY OF BLACK HAWK ) ) ss. DOLLY JAMES 2, LLC HI YIELD, LLC By: Brent Dahlstrom, Manager On this day of z�,S , before me, a Notary Public in and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said municipal corporation, and that said instrument was signed and sealed on behalf of said municipal corporation by authority and resolution of its City 2 File Number: 2016-000Whg11§leer Page 16 of 17 Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. Notary Public STATE OF IOWA ) ss. COUNTY OF BLACK HAWK Subscribed and sworn to before me on / /Uk/Sr by Brent Dahlstrom as Manager of Dolly James 2, LLC and Hi Yield, LLC. 3 Notary Public File Number: 2016-000Whg11ge41SL Page 17 of 17 • CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property subject to the development, upon completion of improvements to be made on it and in accordance with the Minimum Assessment Agreement, certifies that the actual value assigned to such land, building and equipment upon completion of the development shall not be less than Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate until termination of this Minimum Assessment Agreement pursuant to the terms hereof. STATE OF IOWA ) ss. COUNTY OF BLACK HAWK Assessor for Black Hawk County, Iowa /7-()-(r Date Subscribed and sworn to before me on ,�/ /3-2o/S— by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. .7 Notary Public DEBORAH L. BOECKMANN MY COMMISSION 11016 MY c ip/ N FRFA File Number: 2016-000Whg1161:4122 Preparer Information: Christopher S. Wendland, PO Box 596, Waterloo, Iowa 50704 Name Address City (319) 234.5701 Phone SPACE ABOVE THIS LINE FOR RECORDER AMENDMENT TO DEVELOPMENT AGREEMENT AND AMENDMENT TO MINIMUM ASSESSMENT AGREEMENT This Amendment to Development Agreement and Amendment to Minimum Assessment Agreement (the "Amendment") is entered into as of 2020 by and among Dolly James 2, LLC (the "Company"), Hi Yield, LLC (the "Affiliate"), 6 COMM Properties, LLC (the "Transferee") and the City of Waterloo, Iowa (the "City"). RECITALS A. Company, Affiliate and City are parties to that certain Development Agreement dated September 8, 2015 (the "DA"), concerning the development of land (the "Property") described on Exhibit "A" and adjoining land (the "Affiliate Property") described on Exhibit "B" to the DA. Company, Affiliate and City are also parties to that certain Minimum Assessment Agreement (the "MAA") pertaining to the Property and the Affiliate Property, dated as of the same date. The DA and MAA have been filed in the land records of Black Hawk County, Iowa, as Doc. No. 2016-9121. The parties desire to include additional land (the "New Property") within the Project area and to otherwise amend the DA and the MAA to modify the terms thereof as set forth in this Amendment. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Within 60 days after approval of this Amendment by the City Council of the City of Waterloo, Company and Affiliate will deed the Property and the Affiliated Property to Transferee. Effective upon delivery to Transferee of a property executed deed, the DA and the MAA shall be automatically amended to remove Company and Affiliated from the Agreement and to substitute Transferee in place thereof. Thereafter, Company and Affiliate shall have no further duties under the Agreement, and Page 154 of 422 Page 2 Transferee shall be solely responsible to discharge all duties of Company and Affiliate thereunder, as well as any additional duties provided for in this Amendment. 2. Exhibit "A" of the DA and of the MAA is hereby stricken and the attached Exhibit "A" is substituted in place thereof. The effect of such amendment is to add the New Property to the Property already described in Exhibit "A". The parties agree that all references in the DA and the MAA to the Property shall include the New Property. 3. Following City council approval of this Amendment and of the sale and conveyance of the New Property to Transferee for the sum of $1.00, City will convey the New Property to Transferee on the same terms as are set forth in Section 1 of the DA, reserving an easement in favor of City and the public for use of an existing recreational trail that is located over and upon the New Property and for rights of reasonable access to said trail for purposes of inspection, maintenance, repair, replacement and removal, and further reserving an easement for any existing public utilities located in or beneath the vacated alley. If said recreational trail is damaged by Transferee, its employees, contractors or agents, during the Project, then Transferee agrees that it shall promptly repair such damage. If Transferee fails to do so within 60 days after written demand by City, City may undertake such repair and charge the cost thereof to Transferee, with interest to accrue at the rate of 6% per annum, compounded monthly, on any balance of such cost and expense that is not remitted to City within 30 days after billing. 4. Section 3 of the DA is amended to strike the last sentence of the first paragraph thereof and to substitute the following new sentence in its place: "Company and Affiliate or Transferee must obtain a building permit and begin construction by August 31, 2020 and substantially complete construction within fourteen (14) months thereafter." 5. The DA is hereby amended to strike the first sentence from Section 9 and to substitute the following new sentence in its place: "Provided that Company and Affiliate or Transferee have completed the Improvements as set forth herein and have executed the Minimum Assessment Agreement as set forth in Section 8, City agrees to rebate property tax (with the exceptions noted below) as follows: Year One through Year Twenty 75% rebate each year for any taxable value over the January 1, 2019 value of the Property, the Affiliate Property, and the New Property." 6. Section 1 of the MAA is amended to strike "December 31, 2017" therefrom and to substitute "October 31, 2021" in place thereof. 7. Section 2 of the MAA is amended to strike "December 31, 2047" therefrom and to substitute "December 31, 2051" in place thereof. Page 155 of 422 Page 3 8. Except as modified herein, the DA and MAA shall continue unmodified in full force and effect, including personal guaranties. Terms in this Amendment that are capitalized but not defined will have the same meanings herein that are ascribed to them in the DA or MAA, as applicable. The DA, MAA, and this Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement and Amendment to Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA DOLLY JAMES 2, LLC HI YIELD, LLC By: Quentin M. Hart, Mayor Brent Dahlstrom, Manager Attest: 6 COMM PROPERTIES, LLC Kelley Felchle, City Clerk B • Brent Dahlstrom, Manager Page 156 of 422 EXHIBIT "A" Legal Description of Property (including New Property) Lot No. 70 in Fractional Block No. 14, Original Plat on the West Side of the Cedar River, City of Waterloo, Black Hawk County, Iowa, except that part thereof lying Southeasterly of the center line of the party wall erected between Lot Nos. 69 and 70. AND Part of Lot Nos. 31 and 32 in Fractional Block No. 14, Original Plat on the West Side of the Cedar River, City of Waterloo, Black Hawk County, Iowa, commencing at the most Westerly corner of Lot No. 31, thence Northeasterly along the Southeasterly right of way line of West Sixth Street a distance of 43.7 feet; thence Southeasterly to a point on a line that is parallel to and 2 feet Northwesterly of the Southeasterly line of Lot No. 32, which point is 55 feet Northeasterly of the Southwesterly line of Lot No. 32; thence Southeasterly along said parallel line 55 feet to the Southwesterly line of Lot No. 32; thence Northwesterly along the Southwesterly line of Lots 32 and 31 to the point of beginning. AND That part of the vacated alley in Fractional Block No. 14, Original Plat on the West Side of the Cedar River, City of Waterloo, Black Hawk County, Iowa, that lies Northwesterly of the Southwesterly extension of a line that is parallel to and 2 feet Northwesterly of the Southeasterly line of Lot No. 32 in said Fractional Block No. 14. Page 157 of 422 CITY OF WATERLOO Council Communication FYE 21 Police vehicle equipment needs. City Council Meeting: 6/15/2020 Prepared: 6/11/2020 REVIEWERS: Department Police Department Clerk Office ATTACHMENTS: Description ❑ Bid Tab SUBJECT: Submitted by: Recommended Action: Summary Statement: Reviewer Mohlis, Dave Even, LeAnn Action Approved Approved Type Backup Material Date 6/11/2020 - 10:47 AM 6/11/2020 - 11:19 AM Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Motion to close hearing and receive and file oral and written comments. Resolution confirming approval of bid documents, specifications, form of contract, estimate of cost, etc., and authorizing to proceed. Motion to receive and file and instruct the City Clerk to read bids. Resolution approving award of contract to Electronic Engineering of Waterloo, Iowa in the amount of $14,550 for the FY21 Police vehicle equipment needs, and authorizing Mayor and City Clerk to execute said documents. Submitted By: Dave Mohlis, Police Captain Approve bids and authorize the Police Department to fulfill Police Vehicle equipment needs through FYE 21. The purchase of equipment and installation for squad cars are bid out on an annual basis. Page 158 of 422 FY21 Police Vehicle Equipment Bid Tab: June 11, 2020 Estimate: Bidder Bid Amount Keltek, Inc. Baxter, IA $169/Hr. Total bid: $17,334.61 Karl Emergency Vehicles Des Moines, IA $88/Hr. Total bid: $14,806.82 Electronic Engineering Waterloo, IA $75/Hr. Total bid: $14,550 Page 159 of 422 CITY OF WATERLOO Council Communication Resolution authorizing and providing for the issuance, and levying a tax to pay the Bonds, Approval of the Tax Exemption Certificate and Continuing Disclosure Certificate in conjunction with the $7,025,000 General Obligation Bonds, Series 2020A, and authorizing the Mayor and City Clerk to execute said documents. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date Finance Weidner, Michelle Approved 6/9/2020 - 7:53 PM Clerk Office Even, LeAnn Approved 6/10/2020 - 12:02 PM ATTACHMENTS: Description Type ❑ Atty Lttr of Explanation Cover Memo ❑ 2020A Tax Exemption Certificate Cover Memo ❑ 2020A 2020B Continuing Disclosure Certificate Cover Memo SUBJECT: Resolution authorizing and providing for the issuance, and levying a tax to pay the Bonds, Approval of the Tax Exemption Certificate and Continuing Disclosure Certificate in conjunction with the $7,025,000 General Obligation Bonds, Series 2020A, and authorizing the Mayor and City Clerk to execute said documents. Submitted by: Submitted By: Michelle Weidner, Chief Financial Officer Summary Statement: These resolutions are necessary to complete the issuance of the bonds that were sold June 2, 2020. The Tax Exemption Certificate sets out in detail a number of facts, promises and obligations which must be met and agreed to by the City in order to maintain the tax-exempt status of the Bonds. One important item is that the tax exemption is based in part upon the fact that the use of the facilities to be acquired by the City with the proceeds will be for the benefit of the public and will not be used i the private trade of business of any business or non - tax -exempt entity. The properties acquired with the Bond proceeds must not be sold or diverted to any private or nonpublic use unless the significance of that action is reviewed by bond counsel. There are other conditions that are outlined in the Certificate as well. The Continuing Disclosure Certificate requires the City to provide annual financial information to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System (EMMA) if certain events occur. Page 160 of 422 ftAHLERS COONEY ATTORNEYS June 8, 2020 VIA E-MAIL Kelley Felchle City Clerk 715 Mulberry Waterloo, Iowa 50703 Ahlers & Cooney, P.C. Attorneys at Law 100 Court Avenue, Suite 600 Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com Kristin B. Cooper 515.246.0330 kcooper@ahlerslaw.com Re: Waterloo, Iowa - $7,025,000 General Obligation Bonds, Series 2020A; $8,235,000 Taxable General Obligation Bonds, Series 2020B Dear Kelley: Included with this letter are documents to complete Council action in connection with the authorization for the issuance of the above Bonds (for each series). 1. The Council procedure consists of the following: (a) Resolution Appointing Registrar and Paying Agent. This resolution appoints UMB Bank, N.A. to serve as Registrar and Paying Agent. (b) Resolution authorizing the issuance of the Bonds. The resolution also incorporates by reference the form of the Tax Exemption Certificate. The resolution must be adopted by an affirmative vote equal to a majority of the full Council membership. (c) Tax Exemption Certificate (2020A only). The Tax Exemption Certificate sets out in detail a number of facts, promises and obligations which must be met and agreed to by the City in order to maintain these Bonds as tax exempt. Please return an executed copy. (d) Continuing Disclosure Certificate. The form of Continuing Disclosure Certificate, which is described in detail below, is included for approval by the Council under the Resolution authorizing issuance. This Certificate also should be signed by the Mayor and the Clerk but not dated. Please return an executed copy. WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER, AHLERS & COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. - 1990 Page 161 of 422 June 8, 2020 Page 2 2. Closing Certificates and Documents: (a) Delivery Certificate. This certificate also should be signed, BUT NOT DATED. Please complete and confirm the financial data on page 2, execute and return a copy to us. (b) Transcript Certificate. This certificate is to be executed and sealed in the manner indicated on the second page and may be dated at the time of completion. A_ notary attestation for all official signatures is required. Please execute and return a copy to us. (c) Authentication Order. Please execute and return a copy to us. (d) County Auditor's Certificate. A true copy of the authorizing resolution as adopted is to be certified and filed with the Auditor of Black Hawk County. The Auditor is asked to certify to such filing on the lower portion of the certificate. Maggie Burger is going to work with Michelle to file this document with the Auditor. (e) Form 8038-G -- Information Return for Tax Exempt Governmental Obligations (2020A only). Please sign, BUT DO NOT DATE, and return the form to us (an original signed hard copy) prior to closing. (f) Paying Agent; Note Registrar and Transfer Agent Agreement. Please execute and return a copy to us. We will obtain signatures from UMB Bank, N.A. and an executed copy will be provided to you after closing. Tax Exemption (2020A only) The Tax Exemption Certificate is an important document and contains important information concerning the calculated yield on the Bonds and a number of covenants and obligations on the part of the City. This certificate should be retained along with all of your records regarding the use of proceeds, expenditure dates and investment information needed to comply with IRS guidelines. I will not attempt to summarize all of the matters which are included in this certificate but I do want to point out some important ones. Tax exemption is based in part upon the fact that the use of the facilities to be acquired by the City with the proceeds will be for the benefit of the public and will not be used in the private trade or business of any business or non -tax-exempt entity. The properties acquired with the Bond proceeds must not be sold or diverted to any private or nonpublic use unless the significance of that action is reviewed by bond counsel. The Tax Exemption Certificate sets forth the best knowledge and belief which you have as of today concerning the timely expenditure of the proceeds as the City reasonably expects expenditures to occur. If for any reason the City finds it will be prevented from expending the Bond proceeds fully within three years, that matter should be referred to us. Page 162 of 422 June 8, 2020 Page 3 These Bonds are issued under the expectation that the City will be exempt from the requirement to rebate arbitrage earnings to the United States Government since you intend to spend the proceeds of the Bonds for construction purposes within two (2) years of issuance and meet the other requirements of the two-year expenditure exemption from the rebate provisions. These Bonds are also issued under the expectation that the City will be exempt from the requirement to rebate arbitrage earnings to the United States Government since you intend to spend the proceeds of the Bonds within 18 months of issuance in accordance with the schedule described in Section 3.3 of the Tax Exemption Certificate. There are a number of other general promises and commitments by the City to take or refrain from action, which are necessary to maintain the tax exemption of these Bonds. You should recognize that these promises and commitments are required of the City on an ongoing basis and that the possibility of some additional future action does exist. Continuing Disclosure Certificate Securities and Exchange Commission Rule 15c2-12, prohibits underwriting and recommendation to the public of the purchase of municipal securities for which adequate secondary market information is not available. The rules apply generally to any municipal offering over $1,000,000. The City therefore has an obligation to provide continuing disclosure to the marketplace while the Bonds are outstanding. The applicable covenants and duties of the City are outlined in the Continuing Disclosure Certificate. The Continuing Disclosure Certificate requires the City to provide annual financial information and operating to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ("EMMA") so long as the Bonds are outstanding, and also to provide notice to EMMA if certain events occur. This information and data must be sent in "searchable PDF" form. You should ensure that your audit and operating data will be available in that format so you may comply. The events which must be reported are detailed in the certificate, but other events which would be of concern to the rating agencies or Bond holders also should be considered for disclosure under the anti -fraud provisions of the federal securities laws. These disclosure requirements are ongoing and it will be important to designate an appropriate contact person who will have a primary responsibility for preparing and coordinating the filing of the annual financial information, operating data and any event notices. The penalties for violation of the rule fall ultimately on the issuer of the Bonds, because underwriters may be precluded from agreeing to underwrite or bid on Bonds of issuers who have not complied with their disclosure obligations. Failure to comply Page 163 of 422 June 8, 2020 Page 4 therefore may result in fewer bids and ultimately no bids or the inability to secure an underwriter for an issue. Closing Matters. As you know, closing of this issue is scheduled to occur on or about June 29, 2020. At the time of closing, the Purchaser's copies of the above items and the original Bonds will be delivered to the Purchaser of the Bonds in exchange for the agreed purchase price. Our legal opinion also will be delivered to the Purchaser at that time. Should you have any questions, or if we can be of any assistance in completing the enclosed items, please don't hesitate to contact me. Very truly yours, Ahlers & Cooney, P.C. Kristin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: LeAnn Even, Deputy City Clerk, City of Waterloo (via email w/ encl.) Michelle Weidner, Chief Financial Officer, City of Waterloo (via email w/ encl.) Noel Anderson, Planning and Zoning Director, City of Waterloo (via email w/ encl.) Nancy Higby, Administrative Secretary, City of Waterloo (via email w/encl.) Larry Burger/Maggie Burger/Charlotte Nielsen, Speer Financial (via email w/encl.) Diana Van Vleet, UMB Bank (via email w/encl.) 01730950-1\11310-135 Page 164 of 422 TAX EXEMPTION CERTIFICATE of CITY OF WATERLOO, COUNTY OF BLACK HAWK, STATE OF IOWA, ISSUER $7,025,000 General Obligation Bonds, Series 2020A This instrument was prepared by: Ahlers & Cooney, P.C. 100 Court Avenue, Suite 600 Des Moines, Iowa 50309 (515) 243-7611 Page 165 of 422 TABLE OF CONTENTS This Table of Contents is not a part of this Tax Exemption Certificate and is provided only for convenience of reference. INTRODUCTION - 1 - ARTICLE I DEFINITIONS -1 - ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS - 5 - Section 2.1 Authority to Certify and Expectations - 5 - Section 2.2 Receipts and Expenditures of Sale Proceeds - 7 - Section 2.3 Purpose of Bonds - 7 - Section 2.4 Facts Supporting Tax -Exemption Classification - 8 - Section 2.5 Facts Supporting Temporary Periods for Proceeds - 8 - Section 2.6 Resolution Funds at Restricted or Unrestricted Yield - 8 - Section 2.7 Pertaining to Yields - 9 - ARTICLE III REBATE -10 - Section 3.1 Records - 10 - Section 3.2 Rebate Fund - 10 - Section 3.3 Exceptions to Rebate - 10 - Section 3.4 Calculation of Rebate Amount - 12 - Section 3.5 Rebate Requirements and the Bond Fund - 12 - Section 3.6 Investment of the Rebate Fund - 12 - Section 3.7 Payment to the United States - 12 - Section 3.8 Records - 13 - Section 3.9 Additional Payments - 13 - ARTICLE IV INVESTMENT RESTRICTIONS -14 - Section 4.1 Avoidance of Prohibited Payments - 14 - Section 4.2 Market Price Requirement - 14 - Section 4.3 Investment in Certificates of Deposit - 14 - Section 4.4 Investment Pursuant to Investment Contracts and Agreements - 15 - Section 4.5 Records - 17 - Section 4.6 Investments to be Legal - 17 - ARTICLE V GENERAL COVENANTS - 17 - ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS -17 - Section 6.1 Opinion of Bond Counsel; Amendments - 17 - Section 6.2 Additional Covenants, Agreements - 18 - Section 6.3 Internal Revenue Service Audits - 18 - Section 6.4 Amendments - 18 - ARTICLE VII - 18 - ARTICLE VIII QUALIFIED TAX EXEMPT OBLIGATIONS -18 - EXHIBIT A PURCHASER'S CERTIFICATE 20 EXHIBIT B MUNICIPAL ADVISOR'S CERTIFICATE 24 i Page 166 of 422 TAX EXEMPTION CERTIFICATE CITY OF WATERLOO, STATE OF IOWA THIS TAX EXEMPTION CERTIFICATE made and entered into on June 29, 2020, by the City of Waterloo, County of Black Hawk, State of Iowa (the "Issuer"). INTRODUCTION This Certificate is executed and delivered in connection with the issuance by the Issuer of its $7,025,000 General Obligation Bonds, Series 2020A (the "Bonds"). The Bonds are issued pursuant to the provisions of the Resolution of the Issuer authorizing the issuance of the Bonds. Such Resolution provides that the covenants contained in this Certificate constitute a part of the Issuer's contract with the owners of the Bonds. The Issuer recognizes that under the Code (as defined below) the tax-exempt status of the interest received by the owners of the Bonds is dependent upon, among other things, the facts, circumstances, and reasonable expectations of the Issuer as to future facts not in existence at this time, as well as the observance of certain covenants in the future. The Issuer covenants that it will take such action with respect to the Bonds as may be required by the Code, and pertinent legal regulations issued thereunder in order to establish and maintain the tax-exempt status of the Bonds, including the observance of all specific covenants contained in the Resolution and this Certificate. ARTICLE I DEFINITIONS The following terms as used in this Certificate shall have the meanings set forth below. The terms defined in the Resolution shall retain the meanings set forth therein when used in this Certificate. Other terms used in this Certificate shall have the meanings set forth in the Code or in the Regulations. • "Annual Debt Service" means the principal of and interest on the Bonds scheduled to be paid during a given Bond Year. • "Bonds" means the $7,025,000 aggregate principal amount of General Obligation Bonds, Series 2020A, of the Issuer issued in registered form pursuant to the Resolution. • "Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or an attorney at law or a firm of attorneys of nationally recognized standing in matters pertaining to the tax-exempt status of interest on obligations issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any State of the United States of America. • "Bond Fund" means the Sinking Fund described in the Resolution. 1 Page 167 of 422 • "Bond Purchase Agreement" means the binding contract in writing for the sale of the Bonds. • "Bond Year" as defined in Regulation 1.148-1(b), means a one-year period beginning on the day after expiration of the preceding Bond Year. The first Bond Year shall be the one-year or shorter period beginning on the Closing Date and ending on a principal or interest payment date, unless Issuer selects another date. • "Bond Yield" means that discount rate which produces an amount equal to the Issue Price of the Bonds when used in computing the present value of all payments of principal and interest to be paid on the Bonds, using semiannual compounding on a 360- day year as computed under Regulation 1.148-4. • "Certificate" means this Tax Exemption Certificate. • "Closing" means the delivery of the Bonds in exchange for the agreed upon purchase price. • "Closing Date" means the date of Closing. • "Code" means the Internal Revenue Code of 1986, as amended, and any statutes which replace or supplement the Internal Revenue Code of 1986. • "Computation Date" means each five-year period from the Closing Date through the last day of the fifth and each succeeding fifth Bond Year. • "Excess Earnings" means the amount earned on all Nonpurpose Investments minus the amount which would have been earned if such Nonpurpose Investments were invested at a rate equal to the Bond Yield, plus any income attributable to such excess. • "Final Bond Retirement Date" means the date on which the Bonds are actually paid in full. • "Governmental Obligations" means direct general obligations of, or obligations the timely payment of the principal of and interest on which is unconditionally guaranteed by the United States. • "Gross Proceeds" as defined in Regulation 1.148-1(b), means any Proceeds of the Bonds and any replacement proceeds (as defined in Regulation 1.148-1(c)) of the Bonds. • "Gross Proceeds Funds" means the Project Fund, Proceeds held to pay cost of issuance, and any other fund or account held for the benefit of the owners of the Bonds or containing Gross Proceeds of the Bonds except the Bond Fund and the Rebate Fund. 2 Page 168 of 422 • "Issue Price" as defined in Regulation 1.148-1(b) and (f)(2), means the price determined pursuant to the Special Rule for Competitive Sales in accordance with Regulation 1.148-1(f)(2)(iii). The Issuer hereby elects to utilize the Special Rule for Competitive Sales and treats the reasonably expected initial offering price to the public as of the sale date as the issue price of the Bonds. The Purchasers have certified the Issue Price to be not more than $7,394,666.70, as set forth in Exhibit A. • "Issuer" means the City of Waterloo, a municipal corporation in the County of Black Hawk, State of Iowa. • "Minor Portion of the Bonds", as defined in Regulation 1.148-2(g), means the lesser of five (5) percent of Proceeds or $100,000. The Minor Portion of the Bonds is computed to be $100,000. • "Nonpurpose Investments" means any investment property which is acquired with Gross Proceeds and is not acquired to carry out the governmental purpose of the Bonds, and may include but is not limited to U.S. Treasury bonds, corporate bonds, or certificates of deposit. • "Proceeds" as defined in Regulation 1.148-1(b), means Sale Proceeds, investment proceeds and transferred proceeds of the Bonds. • "Project" means the acquisition, improvement and installation of traffic control devices, signage, fixtures, equipment and improvements, including but not limited to traffic signal, pavement markings, traffic safety, fiber optics installation, and street light fixtures, connections, and facility improvements; the acquisition and installation of emergency services communication equipment and systems, including early warning sirens; the acquisition of vehicles and equipment for the Police and Fire Departments; the acquisition of vehicles and equipment for the street, public works and sign and traffic departments; the rehabilitation and improvement of City parks and the acquisition, repair and replacement of facilities, equipment and improvements commonly found in City parks; the removal, replacement and planting of trees in parks and public grounds; the construction, reconstruction and repairing of street, sidewalk, trail, alley, public ground, marketplace, bridges, pedestrian underpasses and overpasses, and intersection improvements; the acquisition, construction and improvement of real and personal property useful for the protection of property from floods or high waters, including flood control, levees, embankments, waterway, storm water and drainage improvements; the removal or replacement of dead or diseased trees; the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi -family housing assistance; acquiring, developing and improving of a geographic computer data base system suitable for automated mapping and facilities management; improvement of the city -owned airport; costs of the acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer System; the reconstruction and improvement of dams already owned; reconstruction, renovation and improvements to sports and park facilities through the sports facilities improvement fund and the park improvement fund; downtown area maintenance and infrastructure improvements; acquisition of off -road maintenance equipment for parks 3 Page 169 of 422 and downtown; the renovation, construction, improvement and equipping of the golf course and Byrnes Tennis Center; the acquisition of vehicles for various city departments; building and infrastructure improvements for public works facilities; reconstruction, construction, renovation, remodeling, improvement, equipping and repairing of various City buildings and facilities; acquisition of city wide technology and computer equipment including software and network storage upgrades, expansions and replacements; improvements to and restoration of wetland areas; and the acquisition, improvement, and equipping of the public library; aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Urban Renewal and Redevelopment Area, the Crossroads Urban Renewal Area, the Martin Road Development Area, the Northeast Site Urban Renewal Area and the Rath Area Redevelopment Area, such as those costs associated with public infrastructure projects including streets, streetscape, and utility improvements, costs of the downtown development plan as more fully described in the Resolution. • "Project Fund" shall mean the fund required to be established by the Resolution for the deposit of the Proceeds of the Bonds. • "Purchasers" means UMB Bank, n.a. of Kansas City, Missouri, constituting the initial purchasers of the Bonds from the Issuer. • "Rebate Amount" means the amount computed as described in this Certificate. • "Rebate Fund" means the fund to be created, if necessary, pursuant to this Certificate. • "Rebate Payment Date" means a date chosen by the Issuer which is not more than 60 days following each Computation Date or the Final Bond Retirement Date. • "Regulations" means the Income Tax Regulations, amendments and successor provisions promulgated by the Department of the Treasury under Sections 103, 148 and 149 of the Code, or other Sections of the Code relating to "arbitrage bonds", including without limitation Regulations 1.148-1 through 1.148-11, 1.149(b)-1, 1.149- d(1), 1.150-1 and 1.150-2. • "Replacement Proceeds" include, but are not limited to, sinking funds, amounts that are pledged as security for an issue, and amounts that are replaced because of a sufficiently direct nexus to a governmental purpose of an issue. • "Resolution" means the resolution of the Issuer adopted on June 15, 2020 authorizing the issuance of the Bonds. • "Sale Proceeds" as defined in Regulation 1.148-1(b), means any amounts actually or constructively received from the sale of the Bonds, including amounts used to pay underwriter's discount or compensation and accrued interest other than pre -issuance accrued interest. -4 Page 170 of 422 • "Sinking Fund" means the Bond Fund. • "SLGS" means demand deposit Treasury securities of the State and Local Government Series. • "Tax Exempt Obligations" means bonds or other obligations the interest on which is excludable from the gross income of the owners thereof under Section 103 of the Code and include certain regulated investment companies, stock in tax-exempt mutual funds and demand deposit SLGS. • "Taxable Obligations" means all investment property, obligations or securities other than Tax Exempt Obligations. • "Verification Certificate" means the certificate attached to this Certificate as Exhibit A, setting forth the offering prices at which the Purchaser will reoffer and sell the Bonds to the public and the Municipal Advisor's Certificate attached as Exhibit B. ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS The Issuer hereby certifies, represents and agrees as follows: Section 2.1 Authority to Certify and Expectations (a) The undersigned officer of the Issuer along with other officers of the Issuer, are charged with the responsibility of issuing the Bonds. (b) This Certificate is being executed and delivered in part for the purposes specified in Section 1.148-2(b)(2) of the Regulations and is intended (among other purposes) to establish reasonable expectations of the Issuer at this time. (c) The Issuer has not been notified of any disqualification or proposed disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer which may certify bond issues under Section 1.148-2(b)(2) of the Regulations. (d) The certifications, representations and agreements set forth in this Article II are made on the basis of the facts, estimates and circumstances in existence on the date hereof, including the following: (1) with respect to amounts expected to be received from delivery of the Bonds, amounts actually received, (2) with respect to payments of amounts into various funds or accounts, review of the authorizations or directions for such payments made by the Issuer pursuant to the Resolution and this Certificate, (3) with respect to the Issue Price, the certifications of the Purchasers as set forth in the Verification Certificate, (4) with respect to expenditure of the Proceeds of the Bonds, actual expenditures and reasonable expectations of the Issuer as to when the Proceeds will be spent for purposes of the Project, (5) with respect to Bond Yield, review of the Verification Certificate, and (6) with respect to the amount of governmental and qualified 5 Page 171 of 422 501(c)(3) bonds to be issued during the calendar year, the budgeting and present planning of Issuer. The Issuer has no reason to believe such facts, estimates or circumstances are untrue or incomplete in any material way. (e) To the best of the knowledge and belief of the undersigned officer of the Issuer, there are no facts, estimates or circumstances that would materially change the representations, certifications or agreements set forth in this Certificate, and the expectations herein set out are reasonable. (f) No arrangement exists under which the payment of principal or interest on the Bonds would be directly or indirectly guaranteed by the United States or any agency or instrumentality thereof. (g) After the expiration of any applicable temporary periods, and excluding investments in a bona fide debt service fund or reserve fund, not more than five percent (5%) of the Proceeds of the Bonds will be (a) used to make loans which are guaranteed by the United States or any agency or instrumentality thereof, or (b) invested in federally insured deposits or accounts. (h) The Issuer will file with the Internal Revenue Service in a timely fashion Form 8038-G, Information Return for Tax -Exempt Governmental Obligations with respect to the Bonds and such other reports required to comply with the Code and applicable Regulations. (i) The Issuer will take no action which would cause the Bonds to become "private activity bonds" as defined in Section 141 (a) of the Code, including any use of the Project by any person other than a governmental unit if such use will be by other than a member of the general public. None of the Proceeds of the Bonds will be used directly or indirectly to make or finance loans to any person other than a governmental unit. (j) The Issuer will make no change in the nature or purpose of the Project except as provided in Section 6.1 hereof. (k) Except as provided in the Resolution, the Issuer will not establish any sinking fund, bond fund, reserve fund, debt service fund or other fund reasonably expected to be used to pay debt service on the Bonds (other than the Bond Fund), exercise its option to redeem Bonds prior to maturity or effect a refunding of the Bonds. (1) Except for the Bonds described as $8,235,000 Taxable General Obligation Bonds, Series 2020B, no bonds or other obligations of the Issuer (1) were sold in the 15 days preceding the date of sale of the Bonds, (2) were sold or will be sold within the 15 days after the date of sale of the Bonds, (3) have been delivered in the past 15 days or (4) will be delivered in the next 15 days pursuant to a common plan of financing for the issuance of the Bonds and payable out of substantially the same source of revenues. (m) None of the Proceeds of the Bonds will be used directly or indirectly to replace funds of the Issuer used directly or indirectly to acquire obligations having a yield higher than the Bond Yield. 6 Page 172 of 422 (n) No portion of the Bonds is issued for the purpose of investing such portion at a higher yield than the Bond Yield. (o) The Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would cause them to be "arbitrage bonds" as defined in Section 148(a) of the Code. The Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would cause the interest on the Bonds to be includible in the gross income of the owners of the Bonds under the Code. The Issuer will not intentionally use any portion of the Proceeds to acquire higher yielding investments. (p) The Issuer will not use the Proceeds of the Bonds to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage. (q) The Issuer has not issued more Bonds, issued the Bonds earlier, or allowed the Bonds to remain outstanding longer than is reasonably necessary to accomplish the governmental purposes of the Bonds. In fact, the Bonds will not remain outstanding longer than 120% of the economic useful life of the assets financed with the Proceeds of the Bonds. (r) The Bonds will not be Hedge Bonds as described in Section 149(g)(3) of the Code because the Issuer reasonably expects that it will meet the Expenditure test set forth in Section 2.5(b) hereof and that 50% or more of the Proceeds will not be invested in Nonpurpose Investments having a substantially guaranteed yield for four or more years. Except for costs of issuance, all Sale Proceeds and investment earnings thereon will be expended for costs of the type that would be chargeable to capital accounts under the Code pursuant to federal income tax principles if the Issuer were treated as a corporation subject to federal income taxation. Section 2.2 Receipts and Expenditures of Sale Proceeds Sale Proceeds (par plus re -offering premium of $369,666.70), less underwriter's discount of $38,737.50, received at Closing are expected to be deposited and expended as follows: (a) $51,331.00 representing costs of issuing the Bonds will be used within six months of the Closing Date to pay the costs of issuance of the Bonds (with any excess remaining on deposit in the Project Fund); and (b) $7,304,598.20 will be deposited into the Project Fund and will be used together with earnings thereon to pay the costs of the Project and will not exceed the amount necessary to accomplish the governmental purposes of the Bonds. Section 2.3 Purpose of Bonds The Issuer is issuing the Bonds to pay the costs of the Project, as defined above. 7 Page 173 of 422 Section 2.4 Facts Supporting Tax -Exemption Classification Governmental Bonds Private Business Use/Private Security or Payment Tests The Bonds are considered to be governmental bonds, not subject to the provisions of the alternate minimum tax. The Proceeds will be used for the purposes described in Section 2.3 hereof. These bonds are not private activity bonds because no amount of Proceeds of the Bonds is to be used in a trade or business carried on by a non- governmental unit. Rather, the Proceeds will be used to finance the general government operations and facilities of the Issuer described in Section 2.3 hereof. None of the payment of principal or interest on the Bonds will be derived from, or secured by, money or property used in a trade or business of a non -governmental unit. In addition, none of the governmental operations or facilities of the Issuer being financed with the Proceeds of the Bonds are subject to any lease, management contract or other similar arrangement or to any arrangement for use other than as by the general public. Private Loan Financing Test No amount of Proceeds of the Bonds is to be used directly or indirectly to make or finance loans to persons other than governmental units. Section 2.5 Facts Supporting Temporary Periods for Proceeds (a) Time Test. Not later than six months after the Closing Date, the Issuer will incur a substantial binding obligation to a third party to expend at least 5% of the net Sale Proceeds of the Bonds. (b) Expenditure Test. Not less than 85% of the net Sale Proceeds will be expended for Project costs, including the reimbursement of other funds expended to date, within a three-year temporary period from the Closing Date. (c) Due Diligence Test. Not later than six months after Closing, work on the Project will have commenced and will proceed with due diligence to completion. (d) Proceeds of the Bonds representing less than six months accrued interest on the Bonds will be spent within six months of this date to pay interest on the Bonds, and will be invested without restriction as to yield for a temporary period not in excess of six months. Section 2.6 Resolution Funds at Restricted or Unrestricted Yield (a) Proceeds of the Bonds will be held and accounted for in the manner provided in the Resolution. The Issuer has not and does not expect to create or establish any other bond fund, reserve fund, or similar fund or account for the Bonds. The Issuer has not and will not pledge any moneys or Taxable Obligations in order to pay debt 8 Page 174 of 422 service on the Bonds or restrict the use of such moneys or Taxable Obligations so as to give reasonable assurances of their availability for such purposes. (b) Any monies which are invested beyond a temporary period are expected to constitute less than a major portion of the Bonds or to be restricted for investment at a yield not greater than one -eighth of one percent above the Bond Yield. (c) The Issuer has established and will use the Bond Fund primarily to achieve a proper matching of revenues and debt service within each Bond Year and the Issuer will apply moneys deposited into the Bond Fund to pay the principal of and interest on the Bonds. Such Fund will be depleted at least once each Bond Year except for a reasonable carryover amount. The carryover amount will not exceed the greater of (1) one year's earnings on the Bond Fund or (2) one -twelfth of Annual Debt Service. The Issuer will spend moneys deposited from time to time into such fund within 13 months after the date of deposit. Revenues, intended to be used to pay debt service on the Bonds, will be deposited into the Bond Fund as set forth in the Resolution. The Issuer will spend interest earned on moneys in such fund not more than 12 months after receipt. Accordingly, the Issuer will treat the Bond Fund as a bona fide debt service fund as defined in Regulation 1.148-1(b). Investment of amounts on deposit in the Bond Fund will not be subject to arbitrage rebate requirements as the Bonds meet the safe harbor set forth in Regulation 1.148-3(k), because the average annual debt service on the Bonds will not exceed $2,500,000. (d) The Minor Portion of the Bonds will be invested without regard to yield. Section 2.7 Pertaining to Yields (a) The purchase price of all Taxable Obligations to which restrictions apply under this Certificate as to investment yield or rebate of Excess Earnings, if any, has been and shall be calculated using (i) the price taking into account discount, premium and accrued interest, as applicable, actually paid or (ii) the fair market value if less than the price actually paid and if such Taxable Obligations were not purchased directly from the United States Treasury. The Issuer will acquire all such Taxable Obligations directly from the United States Treasury or in an arm's length transaction without regard to any amounts paid to reduce the yield on such Taxable Obligations. The Issuer will not pay or permit the payment of any amounts (other than to the United States) to reduce the yield on any Taxable Obligations. Obligations pledged to the payment of debt service on the Bonds, or deposited into any reserve fund after they have been acquired by the Issuer will be treated as though they were acquired for their fair market value on the date of such pledge or deposit. Obligations on deposit in any reserve fund on the Closing Date shall be treated as if acquired for their fair market value on the Closing Date. (b) Qualified guarantees have not been used in computing yield. 9 Page 175 of 422 (c) The Bond Yield has been computed as not less than 1.044371 percent. This Bond Yield has been computed on the basis of a purchase price for the Bonds equal to the Issue Price. ARTICLE III REBATE Section 3.1 Records Sale Proceeds of the Bonds will be held and accounted for in the manner provided in the Resolution. The Issuer will maintain adequate records for funds created by the Resolution and this Certificate including all deposits, withdrawals, transfers from, transfers to, investments, reinvestments, sales, purchases, redemptions, liquidations and use of money or obligations until six years after the Final Bond Retirement Date. Section 3.2 Rebate Fund (a) In the Resolution, the Issuer has covenanted to pay to the United States the Rebate Amount, an amount equal to the Excess Earnings on the Gross Proceeds Funds, if any, at the times and in the manner required or permitted and subject to stated special rules and allowable exceptions. (b) The Issuer may establish a fund pursuant to the Resolution and this Certificate which is herein referred to as the Rebate Fund. The Issuer will invest and expend amounts on deposit in the Rebate Fund in accordance with this Certificate. (c) Moneys in the Rebate Fund shall be held by the Issuer or its designee and, subject to Sections 3.4, 3.5 and 6.1 hereof, shall be held for future payment to the United States as contemplated under the provisions of this Certificate and shall not constitute part of the trust estate held for the benefit of the owners of the Bonds or the Issuer. (d) The Issuer will pay to the United States from legally available money of the Issuer (whether or not such available money is on deposit in any fund or account related to the Bonds) any amount which is required to be paid to the United States. Section 3.3 Exceptions to Rebate The Issuer reasonably expects that the Bonds are eligible for one or more exceptions from the arbitrage rebate rules set forth in the Regulations. If any Proceeds are ineligible, or become ineligible, for an exception to the arbitrage rebate rules, the Issuer will comply with the provisions of this Article III. A description of the applicable rebate exception(s) is as follows: • Eighteen -Month Exception The Gross Proceeds of the Bonds are expected to be expended for the governmental purposes for which the Bonds were issued in accordance with the following schedule: -10- Page 176 of 422 1) 15 percent spent within six months of the Closing Date; 2) 60 percent spent within one year of the Closing Date; 3) 100 percent spent within eighteen months of the Closing Date (subject to 5 percent retainage for not more than one year). In any event, the Issuer expects that the 5% reasonable retainage will be spent within 30 months of the Closing Date. For purposes of determining compliance with the six-month and twelve- month spending periods, the amount of investment earnings included shall be based on the Issuer's reasonable expectations that the average annual interest rate on investments will be not more than 5%. For purposes of determining compliance with the eighteen -month spending period, the amount of investment earnings included shall be based on actual earnings. If the Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply with the arbitrage rebate requirements of the Code. • Election to Treat as Construction Bonds. The Issuer reasonably expects that more than 75 percent of the "available construction proceeds" ("ACP") of the Bonds, as defined in Section 148(f)(4)(C)(vi) of the Code, will be used for construction expenditures. ACP includes the issue price of the issue plus the earnings on such issue. Not less than the following percentages of the ACP will be spent within the following periods: 1) 10 percent spent within six months of the Closing Date; 2) 45 percent spent within one year of the Closing Date; 3) 75 percent spent within eighteen months of the Closing Date; 4) 100 percent spent within two years of the Closing Date (subject to 5 percent retainage for not more than one year). In any event, the Issuer expects that the 5% reasonable retainage will be spent within a three-year period beginning on the Closing Date. A failure to spend an amount that does not exceed the lesser of (i) 3% of the issue price or (ii) $250,000, is disregarded if the Issuer exercises due diligence to complete the Project. • Election with respect to future earnings Pursuant to Section 1.148-7(f)(2) of the Regulations, the Issuer elects to use actual investment earnings of the ACP in determining compliance with the above schedule. If the Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply with the arbitrage rebate requirements of the Code. -11- Page 177 of 422 Section 3.4 Calculation of Rebate Amount (a) As soon after each Computation Date as practicable, the Issuer shall, if necessary, calculate and determine the Excess Earnings on the Gross Proceeds Funds (the "Rebate Amount"). All calculations and determinations with respect to the Rebate Amount will be made on the basis of actual facts as of the Computation Date and reasonable expectations as to future events. (b) If the Rebate Amount exceeds the amount currently on deposit in the Rebate Fund, the Issuer may deposit an amount in the Rebate Fund such that the balance in the Rebate Fund after such deposit equals the Rebate Amount. If the amount in the Rebate Fund exceeds the Rebate Amount, the Issuer may withdraw such excess amount provided that such withdrawal can be made from amounts originally transferred to the Rebate Fund and not from earnings thereon, which may not be transferred, and only if such withdrawal may be made without liquidating investments at a loss. Section 3.5 Rebate Requirements and the Bond Fund It is expected that the Bond Fund described in the Resolution and Section 2.6(c) of this Certificate will be treated as a bona fide debt service fund as defined in Regulation 1.148-1(b). As such, any amount earned during a Bond Year on the Bond Fund and amounts earned on such amounts, if allocated to the Bond Fund, will not be taken into account in calculating the Rebate Amount for the reasons outlined in Section 2.6(c) hereof. However, should the Bond Fund cease to be treated as a bona fide debt service fund, the Bond Fund will become subject to the rebate requirements set forth in Section 3.4 hereof. Section 3.6 Investment of the Rebate Fund (a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all amounts in the Rebate Fund not already invested and held in the Rebate Fund, to the extent possible, in (1) SLGS, such investments to be made at a yield of not more than one -eighth of one percent above the Bond Yield, (2) Tax Exempt Obligations, (3) direct obligations of the United States or (4) certificates of deposit of any bank or savings and loan association. All investments in the Rebate Fund shall be made to mature not later than the next Rebate Payment Date. (b) If the Issuer invests in SLGS, the Issuer shall file timely subscription forms for such securities (if required). To the extent possible, amounts received from maturing SLGS shall be reinvested immediately in zero yield SLGS maturing on or before the next Rebate Payment Date. Section 3.7 Payment to the United States (a) On each Rebate Payment Date, the Issuer will pay to the United States at least ninety percent (90%) of the Rebate Amount less a computation credit of $1,000 per Bond Year for which the payment is made. - 12 - Page 178 of 422 (b) The Issuer will pay to the United States not later than sixty (60) days after the Final Bond Retirement Date all the rebatable arbitrage as of such date and any income attributable to such rebatable arbitrage as described in Regulation 1.148-3(0(2). (c) If necessary, on each Rebate Payment Date, the Issuer will mail a check to the Internal Revenue Service Center, Ogden, UT 84201. Each payment shall be accompanied by a copy of Form 8038-T, Arbitrage Rebate, filed with respect to the Bonds or other information reporting form as is required to comply with the Code and applicable Regulations. Section 3.8 Records (a) The Issuer will keep and retain adequate records with respect to the Bonds, the Gross Proceeds Funds, the Bond Fund, and the Rebate Fund until six years after the Final Bond Retirement Date. Such records shall include descriptions of all calculations of amounts transferred to the Rebate Fund, if any, and descriptions of all calculations of amounts paid to the United States as required by this Certificate. Such records will also show all amounts earned on moneys invested in such funds, and the actual dates and amounts of all principal, interest and redemption premiums (if any) paid on the Bonds. (b) Records relating to the investments in such Funds shall completely describe all transfers, deposits, disbursements and earnings including: (1) a complete list of all investments and reinvestments of amounts in each such Fund including, if applicable, purchase price, purchase date, type of security, accrued interest paid, interest rate, dated date, principal amount, date of maturity, interest payment dates, date of liquidation, receipt upon liquidation, market value of such investment on the Final Bond Retirement Date if held by the Issuer on the Final Bond Retirement Date, and market value of the investment on the date pledged to the payment of the Bonds or the Closing Date if different from the purchase date. (2) the amount and source of each payment to, and the amount, purpose and payee of each payment from, each such Fund. Section 3.9 Additional Payments The Issuer hereby agrees to pay to the United States from legally available money of the Issuer (whether or not such available money is on deposit in any fund or account related to the Bonds) any amount which is required to be paid to the United States, but which is not available in a fund related to the Bonds for transfer to the Rebate Fund or payment to the United States. - 13 - Page 179 of 422 ARTICLE IV INVESTMENT RESTRICTIONS Section 4.1 Avoidance of Prohibited Payments The Issuer will not enter into any transaction that reduces the amount required to be deposited into the Rebate Fund or paid to the United States because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield not been relevant to either party. The Issuer will not invest or direct the investment of any funds in a manner which reduces an amount required to be paid to the United States because such transaction results in a small profit or larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield not been relevant to the Issuer. In particular, notwithstanding anything to the contrary contained herein or in the Resolution, the Issuer will not invest or direct the investment of any funds in a manner which would violate any provision of this Article IV. Section 4.2 Market Price Requirement (a) The Issuer will not purchase or direct the purchase of Taxable Obligations for more than the then available market price for such Taxable Obligations. The Issuer will not sell, liquidate or direct the sale or liquidation of Taxable Obligations for less than the then available market price. (b) For purposes of this Certificate, United States Treasury obligations purchased directly from the United States Treasury will be deemed to be purchased at the market price. Section 4.3 Investment in Certificates of Deposit (a) Notwithstanding anything to the contrary contained herein or in the Resolution, the Issuer will invest or direct the investment of funds on deposit in the Reserve Fund, any other Gross Proceeds Fund, the Bond Fund, and the Rebate Fund, in a certificate of deposit of a bank or savings bank which is permitted by law and by the Resolution only if the purchase price of such a certificate of deposit is treated as its fair market value on the purchase date and if the yield on the certificate of deposit is not less than (1) the yield on reasonably comparable direct obligations of the United States; and (2) the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (b) The certificate of deposit described in paragraph 4.3(a) above must be executed by a dealer who maintains an active secondary market in comparable certificates of deposit and must be based on actual trades adjusted to reflect the size and term of that certificate of deposit and the stability and reputation of the bank or savings bank issuing the certificate of deposit. -14- Page 180 of 422 Section 4.4 Investment Pursuant to Investment Contracts and Agreements The Issuer will invest or direct the investment of funds on deposit in the Gross Proceeds Funds, the Bond Fund, and the Rebate Fund pursuant to an investment contract (including a repurchase agreement) only if all of the following requirements are satisfied: (a) The Issuer makes a bona fide solicitation for the purchase of the investment. A bona fide solicitation is a solicitation that satisfies all of the following requirements: (1) The bid specifications are in writing and are timely forwarded to potential providers. (2) The bid specifications include all material terms of the bid. A term is material if it may directly or indirectly affect the yield or the cost of the investment. (3) The bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the issuer or any other person (whether or not in connection with the Bonds), and that the bid is not being submitted solely as a courtesy to the issuer or any other person for purposes of satisfying the requirements of paragraph (d)(6)(iii)(B)(1) or (2) of Section 1.148-5 of the Regulations. (4) The terms of the bid specifications are commercially reasonable. A term is commercially reasonable if there is a legitimate business purpose for the term other than to increase the purchase price or reduce the yield of the investment. (5) For purchases of guaranteed investment contracts only, the terms of the solicitation take into account the Issuer's reasonably expected deposit and drawdown schedule for the amounts to be invested. (6) All potential providers have an equal opportunity to bid and no potential provider is given the opportunity to review other bids (i.e., a last look) before providing a bid. (7) At least three reasonably competitive providers are solicited for bids. A reasonably competitive provider is a provider that has an established industry reputation as a competitive provider of the type of investments being purchased. (b) The bids received by the Issuer meet all of the following requirements: - 15 - Page 181 of 422 (1) The Issuer receives at least three bids from providers that the Issuer solicited under a bona fide solicitation meeting the requirements of paragraph (d)(6)(iii)(A) of Section 1.148-5 of the Regulations and that do not have a material financial interest in the issue. A lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the issue date of the issue. In addition, any entity acting as a financial advisor with respect to the purchase of the investment at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue. A provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (2) At least one of the three bids described in paragraph (d)(6)(iii)(B)(1) of Section 1.148-5 of the Regulations is from a reasonably competitive provider, within the meaning of paragraph (d)(6)(iii)(A)(7) of Section 1.148-5 of the Regulations. (3) If the Issuer uses an agent to conduct the bidding process, the agent did not bid to provide the investment. (c) The winning bid meets the following requirements: (1) Guaranteed investment contracts. If the investment is a guaranteed investment contract, the winning bid is the highest yielding bona fide bid (determined net of any broker's fees). (2) Other investments. If the investment is not a guaranteed investment contract, the winning bid is the lowest cost bona fide bid (including any broker's fees). (d) The provider of the investments or the obligor on the guaranteed investment contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the investment. (e) The Issuer will retain the following records with the bond documents until three years after the last outstanding bond is redeemed: (1) For purchases of guaranteed investment contracts, a copy of the contract, and for purchases of investments other than guaranteed investment contracts, the purchase agreement or confirmation. (2) The receipt or other record of the amount actually paid by the Issuer for the investments, including a record of any administrative costs paid by the Issuer, and the certification under paragraph (d)(6)(iii)(D) of Section 1.148-5 of the Regulations. (3) For each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results. - 16 - Page 182 of 422 (4) The bid solicitation form and, if the terms of the purchase agreement or the guaranteed investment contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. (5) For purchases of investments other than guaranteed investment contracts, the cost of the most efficient portfolio of State and Local Government Series Securities, determined at the time that the bids were required to be submitted pursuant to the terms of the bid specifications. Section 4.5 Records The Issuer will maintain records of all purchases, sales, liquidations, investments, reinvestments, redemptions, disbursements, deposits, and transfers of amounts on deposit. Section 4.6 Investments to be Legal All investments required to be made pursuant to this Certificate shall be made to the extent permitted by law. In the event that any such investment is determined to be ultra vires, it shall be liquidated and the proceeds thereof shall be invested in a legal investment, provided that prior to reinvesting such proceeds, the Issuer shall obtain an opinion of Bond Counsel to the effect that such reinvestment will not cause the Bonds to become arbitrage bonds under Sections 103, 148, 149, or any other applicable provision of the Code. ARTICLE V GENERAL COVENANTS The Issuer hereby covenants to perform all acts within its power necessary to ensure that the reasonable expectations set forth in Article II hereof will be realized. The Issuer reasonably expects to comply with all covenants contained in this Certificate. ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS Section 6.1 Opinion of Bond Counsel; Amendments The various provisions of this Certificate need not be observed and this Certificate may be amended or supplemented at any time by the Issuer if the Issuer receives an opinion or opinions of Bond Counsel that the failure to comply with such provisions will not cause any of the Bonds to become "arbitrage bonds" under the Code and that the terms of such amendment or supplement will not cause any of the Bonds to become "arbitrage bonds" under the Code, or otherwise cause interest on any of the Bonds to become includable in gross income for federal income tax purposes. - 17 - Page 183 of 422 Section 6.2 Additional Covenants, Agreements The Issuer hereby covenants to make, execute and enter into (and to take such actions, if any, as may be necessary to enable it to do so) such agreements as may be necessary to comply with any changes in law or regulations in order to preserve the tax-exempt status of the Bonds to the extent that it may lawfully do so. The Issuer further covenants (1) to impose such limitations on the investment or use of moneys or investments related to the Bonds, (2) to make such payments to the United States Treasury, (3) to maintain such records, (4) to perform such calculations, and (5) to perform such other lawful acts as may be necessary to preserve the tax- exempt status of the Bonds. Section 6.3 Internal Revenue Service Audits The Internal Revenue Service has not audited the Issuer regarding any obligations issued by or on behalf of the Issuer. To the best knowledge of the Issuer, no such obligations of the Issuer are currently under examination by the Internal Revenue Service. Section 6.4 Amendments Except as otherwise provided in Section 6.1 hereof, all the rights, powers, duties and obligations of the Issuer shall be irrevocable and binding upon the Issuer and shall not be subject to amendment or modification by the Issuer. ARTICLE VII ARTICLE VIII QUALIFIED TAX EXEMPT OBLIGATIONS The Issuer, a "qualified small issuer," designates the Bonds as "qualified tax exempt obligations" as defined in Code Section 265(b)(3) and represents that the reasonably anticipated amount of tax-exempt governmental and qualified 501(c)(3) obligations (including for this purpose tax exempt installment sales, lease or lease purchase agreements or other tax exempt obligations) which will be issued during the current calendar year will not exceed ten million dollars ($10,000,000). In support of the foregoing, the Issuer states: (a) In the current calendar year the Issuer has issued governmental or qualified 501(c)(3) obligations as follows: $7,025,000 General Obligation Bonds, Series 2020A (Covered by this Certificate) (b) The Issuer expects to issue during the remainder of the calendar year governmental or qualified 501(c)(3) obligations as follows: None - 18 - Page 184 of 422 (c) The Issuer has subordinate entities or is subordinate to another entity governed by separate governing bodies which have issued or expect to issue governmental or qualified 501(c)(3) obligations on behalf of the Issuer during the calendar year which must be aggregated under Code Section 265(b)(3)(E) as follows: None (d) The Issuer is a member of or affiliated with one or more organizations (such as an Iowa Code Chapter 28E or 28F organization or other multimember body under which more than one governmental entity receives benefits) governed by a separate governing body which has or expects to issue governmental or qualified 501(c)(3) obligations during the calendar year all or a portion of which are allocable to the Issuer under Code Section 265(b)(3)(C)(iii) as follows: None IN WITNESS WHEREOF, the Issuer has caused this Certificate to be executed by its duly authorized officer, all as of the day first above written. (SEAL) Michelle Weidner, Chief Financial Officer, City of Waterloo, State of Iowa - 19 - Page 185 of 422 EXHIBIT A $7,025,000 GENERAL OBLIGATIONS BONDS, SERIES 2020A ISSUE PRICE CERTIFICATE The undersigned, on behalf of UMB Bank, n.a. of Kansas City, Missouri ("Purchaser"), hereby certifies as set forth below with respect to the sale of the above -captioned obligations (the "Bonds"). 1. Reasonably Expected Initial Offering Price. a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by Purchaser are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected Offering Prices are the prices for the Maturities of the Bonds used by Purchaser in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid provided by Purchaser to purchase the Bonds. b) Purchaser was not given the opportunity to review other bids prior to submitting its bid.1 c) The bid submitted by Purchaser constituted a firm offer to purchase the Bonds. 2. Defined Terms. a) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. b) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. c) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is June 2, 2020 d) Underwriter means (i) the Purchaser or any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Purchaser's interpretation of any laws, including 20 Page 186 of 422 specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Exemption Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Ahlers & Cooney, P.C. in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Dated: June 29, 2020 UMB BANK, N.A. By: Name: 21 Page 187 of 422 SCHEDULE A EXPECTED OFFERING PRICES (Attached) 22 Page 188 of 422 SCHEDULE B COPY OF UNDERWRITER'S BID (Attached) 23 Page 189 of 422 EXHIBIT B $7,025,000 GENERAL OBLIGATION BONDS, SERIES 2020A CERTIFICATE OF MUNICIPAL ADVISOR The undersigned, on behalf of Speer Financial, Inc. (the "Municipal Advisor"), as the municipal advisor to Waterloo, Iowa in connection with the issuance of the above -captioned obligations (the "Bonds"), has assisted the Issuer in soliciting and receiving bids from potential underwriters in connection with the sale of the Bonds in a competitive bidding process in which bids were requested for the purchase of the Bonds at specified written terms, and hereby certifies as set forth below with respect to the bidding process and award of the Bonds. 1. The Bonds were offered for sale at specified written terms more particularly described in the Notice of Sale (Terms of Offering), which was distributed to potential bidders, a copy of which is attached to this certificate as Attachment 1. 2. The Notice of Sale was disseminated electronically through SPEERAUCTION. The method of distribution of the Notice of Sale is regularly used for purposes of disseminating notices of sale of new issuances of municipal bonds, and notices disseminated in such manner are widely available to potential bidders. 3. To the knowledge of the Municipal Advisor, all bidders were offered an equal opportunity to bid to purchase the Bonds so that, for example, if the bidding process afforded any opportunity for bidders to review other bids before providing a bid, no bidder was given an opportunity to review other bids that was not equally given to all other bidders (that is, no exclusive "last -look"). 4. The Issuer received bids from at least three bidders who represented that they have established industry reputations for underwriting new issuances of municipal bonds. Based upon the Municipal Advisor's knowledge and experience in acting as the municipal advisor for other municipal issues, the Municipal Advisor believes those representations to be accurate. Copies of the bids received are attached to this certificate as Attachment 2. 5. The winning bidder was UMB Bank, n.a. (the "Purchaser"), whose bid was determined to be the best conforming bid in accordance with the terms set forth in the Notice of Sale, as shown in the bid comparison attached as Attachment 3 to this certificate. The Issuer awarded the Bonds to the Purchaser. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Municipal Advisor's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Exemption Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Ahlers & Cooney, P.C. in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal 24 Page 190 of 422 income tax advice that it may give to the Issuer from time to time relating to the Bonds. No other persons may rely on the representations set forth in this certificate without the prior written consent of the Municipal Advisor. Dated: June 29, 2020 SPEER FINANCIAL. INC. By: Name: 25 Page 191 of 422 ATTACHMENT 1 NOTICE OF SALE (TERMS OF OFFERING) (Attached) 26 Page 192 of 422 ATTACHMENT 2 BIDS RECEIVED (Attached) 27 Page 193 of 422 01731176-1\11310-135 ATTACHMENT 3 BID COMPARISON (Attached) 28 Page 194 of 422 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Waterloo, State of Iowa (the "Issuer"), in connection with the issuance of $7,025,000 General Obligation Bonds, Series 2020A and $8,235,000 Taxable General Obligation Bonds, Series 2020B (the "Bonds") dated June 29, 2020. The Bonds are being issued pursuant to a Resolution of the Issuer approved on June 15, 2020 (the "Resolution"). The Issuer covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate; Interpretation. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5). This Disclosure Certificate shall be governed by, construed and interpreted in accordance with the Rule, and, to the extent not in conflict with the Rule, the laws of the State. Nothing herein shall be interpreted to require more than required by the Rule. Section 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Financial Information" shall mean financial information or operating data of the type included in the final Official Statement, provided at least annually by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Business Day" shall mean a day other than a Saturday or a Sunday or a day on which banks in Iowa are authorized or required by law to close. "Dissemination Agent" shall mean the Issuer or any Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with S.E.C. Rule 15c2-12. "Holders" shall mean the registered holders of the Bonds, as recorded in the registration books of the Registrar. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. Page 195 of 422 "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005. "National Repository" shall mean the MSRB's Electronic Municipal Market Access website, a/k/a "EMMA" (emma.msrb.org). "Official Statement" shall mean the Issuer's Official Statement for the Bonds, dated June 2, 2020. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission (S.E.C.) under the Securities Exchange Act of 1934, and any guidance and procedures thereunder published by the S.E.C., as the same may be amended from time to time. "State" shall mean the State of Iowa. Section 3. Provision of Annual Financial Information. a) The Issuer shall, or shall cause the Dissemination Agent to, not later than two hundred seventy (270) days after the end of the Issuer's fiscal year (presently June 30th), commencing with information for the 2019/2020 fiscal year, provide to the National Repository an Annual Financial Information filing consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Financial Information fling must be submitted in such format as is required by the MSRB (currently in "searchable PDF" format). The Annual Financial Information filing may be submitted as a single document or as separate documents comprising a package. The Annual Financial Information filing may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Financial Information filing and later than the date required above for the filing of the Annual Financial Information if they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). b) If the Issuer is unable to provide to the National Repository the Annual Financial Information by the date required in subsection (a), the Issuer shall send a notice to the Municipal Securities Rulemaking Board, if any, in substantially the forms attached as Exhibit A-1 and A-2. c) The Dissemination Agent shall: i. each year file Annual Financial Information with the National Repository; and 2 Page 196 of 422 ii. (if the Dissemination Agent is other than the Issuer), file a report with the Issuer certifying that the Annual Financial Information has been filed pursuant to this Disclosure Certificate, stating the date it was filed. Section 4. Content of Annual Financial Information. The Issuer's Annual Financial Information filing shall contain or incorporate by reference the following: a) The last available audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under State law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with generally accepted accounting principles, noting the discrepancies therefrom and the effect thereof. If the Issuer's audited financial statements for the preceding years are not available by the time Annual Financial Information is required to be filed pursuant to Section 3(a), the Annual Financial Information filing shall contain unaudited financial statements of the type included in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Financial Information when they become available. b) A table, schedule or other information prepared as of the end of the preceding fiscal year, of the type contained in the final Official Statement under the caption "Socioeconomic Information - Retail Sales", "Local Option Sales Tax", "Property Tax Information", "Debt Information", and "Financial Information." Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been filed with the National Repository. The Issuer shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. a) Pursuant to the provisions of this Section, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not later than 10 Business Days after the day of the occurrence of the event: i. Principal and interest payment delinquencies; ii. Non-payment related defaults, if material; iii. Unscheduled draws on debt service reserves reflecting financial difficulties; iv. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; 3 Page 197 of 422 v. Substitution of credit or liquidity providers, or their failure to perform; vi. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Series Bonds, or material events affecting the tax-exempt status of the Bonds; vii. Modifications to rights of Holders of the Bonds, if material; viii. Bond calls (excluding sinking fund mandatory redemptions), if material, and tender offers; ix. Defeasances of the Bonds; x. Release, substitution, or sale of property securing repayment of the Bonds, if material; xi. Rating changes on the Bonds; xii. Bankruptcy, insolvency, receivership or similar event of the Issuer; xiii. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; xiv. Appointment of a successor or additional trustee or the change of name of a trustee, if material; xv. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and xvi. Default, event of acceleration, termination event, modification of terms or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. b) Whenever the Issuer obtains the knowledge of the occurrence of a Listed Event, the Issuer shall determine if the occurrence is subject to notice only if material, and if so shall as soon as possible determine if such event would be material under applicable federal securities laws. c) If the Issuer determines that knowledge of the occurrence of a Listed Event is not subject to materiality, or determines such occurrence is subject to materiality and 4 Page 198 of 422 would be material under applicable federal securities laws, the Issuer shall promptly, but not later than 10 Business Days after the occurrence of the event, file a notice of such occurrence with the Municipal Securities Rulemaking Board through the filing with the National Repository. Section 6. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Certificate with respect to each Series of Bonds shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds of that Series or upon the Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of legislative action or final judicial action or administrative actions or proceedings, the failure of the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended. Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: a) If the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Financial Information filing, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, 5 Page 199 of 422 (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Financial Information filing for the year in which the change is made will present a comparison or other discussion in narrative form (and also, if feasible, in quantitative form) describing or illustrating the material differences between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Financial Information filing or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Financial Information filing or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Financial Information filing or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. Direct, indirect, consequential and punitive damages shall not be recoverable by any person for any default hereunder and are hereby waived to the extent permitted by law. A default under this Disclosure Certificate shall not be deemed an event of default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 13. Rescission Rights. The Issuer hereby reserves the right to rescind this Disclosure Certificate without the consent of the Holders in the event the Rule is repealed by the S.E.C. or is ruled invalid by a federal court and the time to appeal from such decision has expired. In the event of a partial repeal or invalidation of the Rule, the Issuer hereby reserves the 6 Page 200 of 422 right to rescind those provisions of this Disclosure Certificate that were required by those parts of the Rule that are so repealed or invalidated. Date: ATTEST: day of , 2020. By: Kelley Felchle, City Clerk 7 CITY OF WATERLOO, STATE OF IOWA By: Quentin M. Hart, Mayor Page 201 of 422 EXHIBIT A-1 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Waterloo, Iowa. Name of Bond Issue: $7,025,000 General Obligation Bonds, Series 2020A Dated Date of Issue: June 29, 2020 NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial Information with respect to the above -named Bonds as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer anticipates that the Annual Financial Information will be filed by Dated: day of , 20 CITY OF WATERLOO, STATE OF IOWA By: Its: Page 202 of 422 EXHIBIT A-2 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Waterloo, Iowa. Name of Bond Issue: $8,235,000 Taxable General Obligation Bonds, Series 2020B Dated Date of Issue: June 29, 2020 NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial Information with respect to the above -named Bonds as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer anticipates that the Annual Financial Information will be filed by Dated: day of , 20 01723374-1\11310-135 9 CITY OF WATERLOO, STATE OF IOWA By: Its: Page 203 of 422 CITY OF WATERLOO Council Communication Resolution appointing UMB Bank. N.A. of Kansas City, Missouri, to serve as Paying Agent, Bond Registrar, and Transfer Agent and approving the Paying Agent, Bond Registrar and Transfer Agent Agreement in conjunction with the $7,025,000 General Obligation Bonds, Series 2020A, and authorizing the Mayor and City Clerk to execute said documents. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date Finance Weidner, Michelle Approved 6/9/2020 - 7:51 PM Clerk Office Even, LeAnn Approved 6/10/2020 - 10:06 AM ATTACHMENTS: Description Type D 2020A Registrar Agmt Cover Memo ❑ Resolution Backup Material SUBJECT: Resolution appointing UMB Bank. N.A. of Kansas City, Missouri, to serve as Paying Agent, Bond Registrar, and Transfer Agent and approving the Paying Agent, Bond Registrar and Transfer Agent Agreement in conjunction with the $7,025,000 General Obligation Bonds, Series 2020A, and authorizing the Mayor and City Clerk to execute said documents. Submitted by: Submitted By: Michelle Weidner, Chief Financial Officer Summary Statement: Expenditure Required: UMB Bank, N.A. will disburse the semi-annual interest and annual principal payments to the bondholders over the term of the bonds. A one-time acceptance fee is charged. Annual paying agent fees will be required each year the bonds are outstanding. Source of Funds: Fees are paid using the debt service levy. Page 204 of 422 PAYING AGENT; BOND REGISTRAR AND TRANSFER AGENT AGREEMENT THIS AGREEMENT is made and entered into on June 29, 2020 by and between the City of Waterloo hereinafter called "ISSUER", and UMB Bank, N.A., a national banking association with its principal payment office in Kansas City, Missouri, in its capacity as paying agent and registrar, hereinafter called the "AGENT". WHEREAS, the ISSUER has issued, or is currently in the process of issuing, pursuant to an ordinance, resolution, order, final terms certificate, notice of sale or other authorizing instrument of the governing body of the ISSUER, hereinafter collectively called the "Bond Document" certain bonds, certificates, notes and/or other debt instruments, more particularly described as $7,025,000 General Obligation Bonds, Series 2020A, dated June 29, 2020 hereinafter called the "Bonds"; and WHEREAS, pursuant to the Bond Document, the ISSUER has designated and appointed the AGENT as agent to perform registrar, transfer and paying agent services, to wit: establishing and maintaining a record of the owners of the Bonds, effecting the transfer of ownership of the Bonds in an orderly and efficient manner, making payments of principal and interest when due pursuant to the terms and conditions of the Bonds, and for other related purposes; and WHEREAS, the AGENT has represented that it possesses the necessary qualifications and maintains the necessary facilities to properly perform the required services as such registrar, transfer and paying agent and is willing to serve in such capacities for the ISSUER; NOW THEREFORE, in consideration of mutual promises and covenants herein contained the parties agree as follows: 1. The ISSUER has designated and appointed the AGENT as registrar, transfer and paying agent of the Bonds pursuant to the Bond Document, and the AGENT has accepted such appointment and agrees to provide the services set forth therein and herein. 2. The ISSUER agrees to deliver or cause to be delivered to the AGENT a transcript of the proceedings related to the Bonds to contain the following documents: (a) A copy of the Bond Document, and the consent or approval of any other governmental or regulatory authority, required by law to approve or authorize the issuance of the Bonds; (b) A written opinion by an attorney or by a firm of attorneys with a nationally recognized standing in the field of municipal bond financing, and any supporting or supplemental opinions, to the effect that the Bonds and the Bond Document have been duly authorized and issued by, are legally binding upon and are enforceable against the ISSUER; (c) A closing certificate of the ISSUER, a closing certificate and/or receipt of the purchaser(s) of the Bonds, and such other documents related to the issuance of the Bonds as the Agent reasonably deems necessary or appropriate; and 1 Page 205 of 422 (d) Unless Paragraph 20 hereof is applicable and if requested in writing by AGENT, in addition to the transcript of proceedings a reasonable supply of blank Bond certificates bearing the manual or facsimile signatures of officials of the ISSUER authorized to sign certificates and, if required by the Bond Document, impressed with the ISSUER's seal or facsimile thereof, to enable the AGENT to provide Bond Certificates to the holders of the Bonds upon original issuance or the transfer thereof. The foregoing documents may be subject to the review and approval of legal counsel for the AGENT. Furthermore, the ISSUER shall provide to the AGENT prompt written notification of any future amendment or change in respect of any of the foregoing, together with such documentation as the AGENT reasonably deems necessary or appropriate. 3. Unless Paragraph 20 hereof is applicable, Bond certificates provided by the ISSUER shall be printed in a manner to minimize the possibility of counterfeiting. This requirement shall be deemed satisfied by use of a certificate format meeting the standard developed by the American National Standards Committee or in such other format as the AGENT may accept by its authentication thereof. The AGENT shall have no responsibility for the form or contents of any such certificates. The ISSUER shall, while any of the Bonds are outstanding, provide a reasonable supply of additional blank certificates at any time upon request of the AGENT. All such certificates shall satisfy the requirements set forth in Paragraphs 2(d) and 3. 4. The AGENT shall initially register and authenticate, pursuant to instructions from the ISSUER and/or the initial purchaser(s) of the Bonds, one or more Bonds and shall enter into a Bond registry record the certificate number of the Bond and the name and address of the owner. The AGENT shall maintain such registry of owners of the Bonds until all the Bonds have been fully paid and surrendered. The initial owner of each Bond as reflected in the registry of owners shall not be changed except upon transfers of ownership and in accordance with procedures set forth in the Bond Document or this Agreement. 5. Transfers of ownership of the Bonds shall be made by the AGENT as set forth in the Bond Document. Absent specific guidelines in the Bond Document, transfers of ownership of the Bonds shall be made by the AGENT only upon delivery to the AGENT of a properly endorsed Bond or of a Bond accompanied by a properly endorsed transfer instrument, accompanied by such documents as the AGENT may deem necessary to evidence the authority of the person making the transfer, and satisfactory evidence of compliance with all applicable laws relating to the collection of taxes. The AGENT reserves the right to refuse to transfer any Bond until it is satisfied that each necessary endorsement is genuine and effective, and for that purpose it may require guarantees of signatures in accordance with applicable rules of the Securities and Exchange Commission and the standards and procedures of the AGENT, together with such other assurances as the AGENT shall deem necessary or appropriate. The AGENT shall incur no liability for delays in registering transfers as a result of inquiries into adverse claims or for the refusal in good faith to make transfers which it, in its judgment, deems improper or unauthorized. Upon presentation and surrender of any duly registered Bond and satisfaction of the transferability requirements, the AGENT shall (a) cancel the surrendered Bond; (b) register a new Bond(s) as directed in the same aggregate principal amount and -2 Page 206 of 422 maturity; (c) authenticate the new Bond(s); and (d) enter the transferee's name and address, together with the certificate number of the new Bond(s), in its registry of owners. 6. The AGENT may deliver Bonds by first class, certified, or registered mail, or by courier. 7. Ownership of, payment of the principal amount of, redemption premium, if any, and interest due on the Bonds, delivery of notices, and for all other purposes shall be subject to the provisions of the Bond Document. The AGENT shall have no responsibility to determine the beneficial owners of any Bonds and shall owe no duties to any such beneficial owners. Upon written request and reasonable notice from the ISSUER, the AGENT will mail, at the ISSUER's expense, notices or other communications from the ISSUER to the holders of the Bonds as recorded in the registry maintained by the AGENT. 8. Unless the Bond Document provides otherwise, the ISSUER shall, without notice from or demand of the AGENT, provide to the AGENT funds that are immediately available at least one business day prior to the relevant interest and/or principal payment date, sufficient to pay on each interest payment date and each principal payment date, all interest and principal then payable under the terms and provisions of the Bond Document and the Bonds. The AGENT shall have no responsibility to make any such payments to the extent ISSUER has not provided sufficient immediately available funds to AGENT on the relevant payment date. In the event that an interest and/or principal payment date shall be a date that is not a business day, payment may be made on the next succeeding business day and no interest shall accrue. The term "business day" shall include all days except Saturdays, Sundays and legal holidays recognized by the Federal Reserve Bank of Kansas City, Missouri. 9. Unless otherwise provided in the Bond Document and subject to the provisions of Paragraph 12 hereof, to the extent that the ISSUER has made sufficient funds available to it, the AGENT will pay to the record owners of the Bonds as of any record date (as specified in the Bond certificate or Bond Document) the interest due thereon as of the related interest payment date or any redemption date and, will pay upon presentation and surrender of such Bond at maturity or earlier date of redemption to the owner of any Bond, the principal or redemption amount of such Bond. 10. The AGENT may make a charge against any Bond owner sufficient for the reimbursement of any governmental tax or other charge legally required to be withheld for any reason, including, but not limited to, failure of such owner to provide a correct taxpayer identification number to the AGENT. Such charge may be deducted from an interest or principal payment due to such owner. 11. Unless payment of interest, principal, and redemption premium, if any, is made by electronic transfer all payments will be made by check or draft and mailed to the address of the owner as reflected on the registry of owners, or to such other address as directed in writing by the owner. 12. Subject to the provisions of the Bond Document, the AGENT may pay at maturity or redemption or issue new certificates to replace certificates represented to the AGENT to have 3 Page 207 of 422 been lost, destroyed, stolen or otherwise wrongfully taken, but may first may require the Bond owner to pay a replacement fee, to furnish an affidavit of loss, and/or furnish either an indemnity bond or other indemnification satisfactory to the AGENT indemnifying the ISSUER and the AGENT. 13. The AGENT shall comply with the provisions, if any, of the Bond Document and the rules of the Securities and Exchange Commission pertaining to the cancellation and retention of Bond certificates and the periodic certification to the ISSUER of the cancellation of such Bond certificates. In the event that the ISSUER requests in writing that the AGENT forward to the ISSUER the cancelled Bond certificates, the ISSUER agrees to comply with the foregoing described rules. The AGENT shall have no duty to retain any documents or records pertaining to this Agreement, the Bond Document or the Bonds any longer than eleven years after final maturity of the Bonds, unless otherwise required by the rules of the Securities and Exchange Commission or other applicable law. 14. The records maintained by AGENT in connection with the Bonds shall remain confidential records entitled to protection and confidentiality pursuant to Section 22.7(17), Code of Iowa. AGENT agrees that its use of the records will be limited to the purposes of this Agreement and that AGENT will make no private use or permit any private access thereto without the prior written consent of the ISSUER, which shall not be unreasonably withheld. 15. The AGENT is authorized to act on the order, directions or instructions of such officials as the governing body of ISSUER as the ISSUER by resolution or other proper action shall designate. The AGENT shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by the proper official(s), and the ISSUER shall promptly notify AGENT in writing of any change in the identity or authority of officials authorized to sign Bond certificates, written instructions or requests. If not so provided in the Bond Document, if any official whose manual or facsimile signature appears on blank Bond certificates shall die, resign or be removed from office or authority before the authentication of such certificates by the Agent, the AGENT may nevertheless issue such certificates until specifically directed to the contrary in writing by the ISSUER. 16. The AGENT shall provide notice(s) to the owners of the Bonds and such depositories, banks, brokers, rating agencies, information services, repositories, or publications as required by the terms of the Bond Document and to any other entities that request such notice(s) and, if so directed in such other manner and to such other parties as the ISSUER shall so direct in writing and at the expense of the ISSUER. 17. The ISSUER shall compensate the AGENT for the AGENT's ordinary services as paying agent and registrar, and shall reimburse the AGENT for all ordinary out-of-pocket expenses, charges, advances, counsel fees and other costs incurred in connection with the Bonds, the Bond Document and this Agreement as set forth in the Exhibit A or as otherwise agreed to by the ISSUER and AGENT in writing. In addition, should it become necessary for the AGENT to perform extraordinary services, the AGENT shall be entitled to extra compensation therefor and reimbursement for any out-of-pocket extraordinary costs and expenses, including, but not limited to, attorneys' fees. AGENT shall use commercially reasonable efforts to provide notice to the Issuer prior to performing extraordinary services or incurring such costs and expenses; provided, -4 Page 208 of 422 however, that AGENT's right to compensation hereunder shall not be affected by any failure to provide such prior notice. 18. The AGENT may resign, or be removed by the ISSUER upon a date which, unless otherwise waived by the other party, is (a) at least thirty days after the receipt of written notice to the other and (b) in the case such notice is given by the AGENT, at least fifteen days prior to the next succeeding principal or interest payment date. Upon the effective date of resignation or removal, all obligations of the AGENT hereunder shall cease and terminate, but AGENT shall not be discharged from any liability for actions taken as AGENT under this Agreement prior to such resignation or removal. In the event of resignation or removal, the AGENT shall deliver the registry of owners and all related books and records in accordance with the written instructions of the ISSUER or any successor agent designated in writing by the ISSUER within a reasonable period following the effective date of its removal or resignation. 19. Whenever in the performance of its duties as Agent hereunder, the Bond Document or under the Bonds the AGENT shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, under the Bond Document or under the Bonds, the AGENT may consult with nationally recognized legal counsel in accordance with its internal policies and procedures, including, but not limited to, legal counsel for the ISSUER, with respect to any matter in connection with this Agreement and it shall not be liable for any action taken or omitted by it in good faith in reliance upon the advice or opinion of such counsel. 20. In the event that the Bond Document provides that the initial registered owner of all of the Bond certificates is or may be the Depository Trust Company, or any other securities depository or registered clearing agency qualified under the Securities and Exchange Act of 1934, as amended (a "Securities Depository"), none of the beneficial owners will receive certificates representing their respective interest in the Bonds. Except to the extent provided otherwise in the Bond Document, the following provisions shall apply: (a) The registry of owners maintained by the AGENT will reflect as owner of the Bonds only the Securities Depository or its nominee, until and unless the ISSUER authorizes the delivery of Bond certificates to the beneficial owners as described in subsection (d) below. (b) It is anticipated that during the term of the Bonds, the Securities Depository will make book -entry transfers among its participants and receive and transmit payments of principal and interest on the Bonds to the participants, unless and until the ISSUER authorizes the delivery of Bonds to the beneficial owners as described in subsection (d) below. (c) The ISSUER may at any time, in accordance with the Bond Document, select and appoint a successor Securities Depository and shall notify the Agent of such selection and appointment in writing. (d) If the ISSUER determines that the holding of the Bonds by the Securities Depository is no longer in the best interests of the beneficial owners of the Bonds, then 5 Page 209 of 422 the AGENT, at the written instruction and expense of the ISSUER, shall notify the beneficial owners of the Bonds by first class mail of such determination and of the availability of certificates to owners requesting the same. The AGENT shall register in the names of and authenticate and deliver certificates representing their respective interests in the Bonds to the beneficial owners or their nominees, in principal amounts and maturities representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption. In such event, all references to the Securities Depository herein shall relate to the period of time when at least one Bond is registered in the name of the Securities Depository or its nominee. For the purposes of this paragraph, the AGENT may conclusively rely on information provided by the Securities Depository and its participants as to principal amounts held by and the names and mailing addresses of the beneficial owners of the Bonds, and shall not be responsible for any investigation to determine the beneficial owners. The cost of printing certificates for the Bonds and expenses of the AGENT shall be paid by the ISSUER. 21. The AGENT shall not be liable for any error in judgment in fulfilling its obligations under this Agreement or the Bond Document that is made in good faith by an officer or employee of the AGENT unless it shall be determined by a court of competent jurisdiction that the AGENT was negligent in ascertaining the pertinent facts or acted intentionally in bad faith. The AGENT shall not be under any obligation to prosecute or defend any action or suit in connection with its duties under the Bond Document or this Agreement or in respect of the Bonds, which, in its opinion, may involve it in expense or liability, unless satisfactory security and indemnity is furnished to the Agent (except as may result from the AGENT's own negligence or willful misconduct). The AGENT shall only be responsible for performing such duties as are set forth herein, required by the Bond Document, or otherwise agreed to in writing by the AGENT. 22. It is mutually understood and agreed that, unless otherwise provided in the Bonds or Bond Document, this Agreement shall be governed by the laws of the State of Iowa, both as to interpretation and performance 23. The Bond Document and the terms thereof are hereby incorporated by reference and the provisions of this Agreement are to be construed to be consistent with the Bond Document. In the event of inconsistent language between the Bond Document and this Agreement, the terms of the Bond Document shall prevail. 24. AGENT shall comply at all times with such rules, regulations, and requirements as may govern the registration, transfer and payment of registered bonds including without limitation Chapters 76, 384, 403, and Section 554.8101 et seq. Code of Iowa and standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986. 25. In the event any payment check representing payment of interest or principal on the Bonds is returned to the AGENT or is not presented for payment, or if any Bond is not presented for payment of principal or premium, if any, at the maturity or redemption date, if -6 Page 210 of 422 funds sufficient to pay such interest on Bonds shall have been made available to the AGENT for the benefit of the owner thereof, all liability of the ISSUER to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the AGENT to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Agreement or on, or with respect to, such interest or Bonds. The AGENT'S obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the AGENT, shall surrender any remaining funds so held to the ISSUER, whereupon any claim under this Agreement by the Bond owners of such interest or Bonds of whatever nature shall be made upon the ISSUER. 26. It is understood and agreed by the parties that if any part, term, or provision of this Agreement is held by the courts to be illegal or in conflict with any applicable law, regulation or rule, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. 27. This Agreement shall be binding upon the respective parties hereto and their heirs, executors, successors or assigns. If AGENT consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including this Agreement) to another corporation which is a transfer agent properly registered with and in compliance with the rules of the Securities and Exchange Commission, AGENT shall provide written notice to ISSUER of such event at least sixty (60) days prior to its becoming effective, and the successor corporation without any further act shall be the successor AGENT. Except as provided in this section this Agreement may not be assigned by any party without the written consent of the other party. 28. All notices, demands, and requests required or permitted to be given to the ISSUER or AGENT under the provisions hereof must be in writing and shall be deemed to have been sufficiently given, upon receipt if (i) personally delivered, (ii) sent by telecopy and confirmed by phone or (iii) mailed by registered or certified mail, with return receipt requested, delivered as follows: If to AGENT: If to ISSUER: UMB Bank, N.A. Attn: Corporate Trust & Escrow Services 7155 Lake Drive, Suite 120 West Des Moines, Iowa 50266 City of Waterloo City Clerk 715 Mulberry Waterloo, Iowa 50703 7 Page 211 of 422 29. The parties hereto agree that the transactions described herein may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 30. In order to comply with provisions of the USA PATRIOT Act of 2001, as amended from time to time, and the Bank Secrecy Act, as amended from time to time, the AGENT may request certain information and/or documentation to verify confirm and record identification of persons or entities who are parties to this Agreement. 31. If the Bonds are eligible for receipt of any U.S. Treasury Interest Subsidy and if so directed by the Bond Document or, as agreed to in writing between the ISSUER and the AGENT, the AGENT shall comply with the provisions, if any, relating to it as described in the Bond Document or as otherwise agreed upon in writing between the ISSUER and the AGENT. The AGENT shall not be responsible for completion of or the actual filing of Form 8038-CP (or any successor form) with the IRS or any payment from the United States Treasury in accordance with § § 54AA and 6431 of the Code. IN WITNESS WHEREOF, the parties hereto have, by their duly authorized signatories, set their respective hands and seals as of this day of , 2020. ATTEST: By: City Clerk CITY OF WATERLOO, STATE OF IOWA, ISSUER By: Mayor 8 Page 212 of 422 ATTEST: By: (Title) UMB BANK N.A., as PAYING AGENT/REGISTRAR By: (Title) 9 Page 213 of 422 EXHIBIT A Paying Agent/Registrar's Fee 01731311-1\11310-135 Page 214 of 422 ITEMS TO INCLUDE ON AGENDA CITY OF WATERLOO, IOWA $7,025,000 General Obligation Bonds, Series 2020A • Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent, Approving the Paying Agent and Bond Registrar and Transfer Agent Agreement and Authorizing the Execution of the Agreement. • Resolution authorizing and providing for the issuance, and levying a tax to pay the Bonds; Approval of the Tax Exemption Certificate and Continuing Disclosure Certificate. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. Page 215 of 422 June 15, 2020 The City Council of the City of Waterloo, State of Iowa, met in session, via electronic means, an in -person meeting being impossible or impractical due to the COVID-19 pandemic, at .M., on the above date. There were present Mayor Quentin Hart, in the chair, and the following named Council Members: Absent: Vacant: 1 Page 216 of 422 Council Member introduced the following resolution entitled "RESOLUTION APPOINTING UMB BANK, N.A. OF DES MOINES, IOWA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", and moved that the resolution be adopted. Council Member seconded the motion to adopt. The roll was called and the vote was, AYES: NAYS: Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION APPOINTING UMB BANK, N.A. OF DES MOINES, IOWA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT WHEREAS, $7,025,000 General Obligation Bonds, Series 2020A, dated June 29, 2020, have been sold and action should now be taken to provide for the maintenance of records, registration of certificates and payment of principal and interest in connection with the issuance of the Bonds; and WHEREAS, this Council has deemed that the services offered by UMB Bank, N.A. of Des Moines, Iowa, are necessary for compliance with rules, regulations, and requirements governing the registration, transfer and payment of registered bonds; and WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement (hereafter "Agreement") has been prepared to be entered into between the City and UMB Bank, N.A. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, STATE OF IOWA: 1. That UMB Bank, N.A. of Des Moines, Iowa, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $7,025,000 General Obligation Bonds, Series 2020A, dated June 29, 2020. 2 Page 217 of 422 2. That the Agreement with UMB Bank, N.A. of Des Moines, Iowa, is hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED AND APPROVED this 15th day of June, 2020. ATTEST: Kelley Felchle, City Clerk Quentin Hart, Mayor 3 Page 218 of 422 Council Member introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $7,025,000 GENERAL OBLIGATION BONDS, SERIES 2020A, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE TAX EXEMPTION CERTIFICATE AND CONTINUING DISCLOSURE CERTIFICATE" and moved that it be adopted. Council Member seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: NAYS: Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $7,025,000 GENERAL OBLIGATION BONDS, SERIES 2020A, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE TAX EXEMPTION CERTIFICATE AND CONTINUING DISCLOSURE CERTIFICATE WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the Issuer is in need of funds to pay costs of the acquisition, improvement and installation of traffic control devices, signage, fixtures, equipment and improvements, including but not limited to traffic signal, pavement markings, traffic safety, fiber optics installation, and street light fixtures, connections, and facility improvements; the acquisition and installation of emergency services communication equipment and systems, including early warning sirens; the acquisition of vehicles and equipment for the Police and Fire Departments; the acquisition of vehicles and equipment for the street, public works and sign and traffic departments; the rehabilitation and improvement of City parks and the acquisition, repair and replacement of facilities, equipment and improvements commonly found in City parks; the removal, replacement and planting of trees in parks and public grounds; the construction, reconstruction and repairing of street, sidewalk, trail, alley, public ground, marketplace, bridges, pedestrian underpasses and overpasses, and intersection improvements; the acquisition, construction and improvement of real and personal property useful for the protection of property from floods or high waters, including flood control, levees, embankments, waterway, storm water and drainage improvements; the removal or replacement of dead or diseased trees; the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or -4 Page 219 of 422 funding multi -family housing assistance; acquiring, developing and improving of a geographic computer data base system suitable for automated mapping and facilities management; improvement of the city -owned airport; costs of the acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer System; the reconstruction and improvement of dams already owned, essential corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of Not to Exceed $11,000,000 be authorized for said purpose(s); and WHEREAS, pursuant to notice published as required by Section 384.25 of the Code of Iowa, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Bonds, and the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, the City is in need of funds to pay costs of reconstruction, renovation and improvements to sports and park facilities through the sports facilities improvement fund and the park improvement fund; downtown area maintenance and infrastructure improvements; acquisition of off -road maintenance equipment for parks and downtown; the renovation, construction, improvement and equipping of the golf course and Byrnes Tennis Center; the acquisition of vehicles for various city departments; building and infrastructure improvements for public works facilities; general corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $700,000 be authorized for said purpose(s); and WHEREAS, the Issuer has a population of more than 5,000 but not more than 75,000, and the Bonds for these purposes do not exceed $700,000; and WHEREAS, pursuant to notice published as required by Section 384.26 of the Code of Iowa, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of Bonds for general corporate purpose(s) in the amounts as above set forth, and, no petition for referendum having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, the City is in need of funds to pay costs of reconstruction, construction, renovation, remodeling, improvement, equipping and repairing of various City buildings and facilities; acquisition of city wide technology and computer equipment including software and network storage upgrades, expansions and replacements; improvements to and restoration of wetland areas; and the acquisition, improvement, and equipping of the public library, general corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $700,000 be authorized for said purpose(s); and WHEREAS, the Issuer has a population of more than 5,000 but not more than 75,000, and the Bonds for these purposes do not exceed $700,000; and WHEREAS, pursuant to notice published as required by Section 384.26 of the Code of Iowa, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of Bonds for general corporate purpose(s) in the amounts as above 5 Page 220 of 422 set forth, and, no petition for referendum having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Urban Renewal and Redevelopment Area, the Crossroads Urban Renewal Area, the Martin Road Development Area, the Northeast Site Urban Renewal Area and the Rath Area Redevelopment Area, such as those costs associated with acquisitions of properties and related demolition and clearance activities, grants to private developers, public infrastructure projects including streets, streetscape, and utility improvements, and costs of the downtown development plan, essential corporate urban renewal purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $6,600,000 be authorized for said purpose(s); and WHEREAS, pursuant to notice published as required by Sections 384.24(3)(q), 384.25 and 403.12 of the Code of Iowa, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Bonds, and no petition having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, pursuant to Section 384.28 of the Code of Iowa, it is hereby found and determined that the various general obligation Bonds authorized as hereinabove described shall be combined for the purpose of issuance in a single issue of $7,025,000 General Obligation Bonds as hereinafter set forth; and WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the above mentioned Bonds were heretofore sold at public sale and action should now be taken to issue said Bonds conforming to the terms and conditions of the best bid received at the advertised public sale. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: • "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. • "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant or such person's subrogee. • "Blanket Issuer Letter of Representations" shall mean the Representation Letter from the Issuer to DTC, with respect to the Bonds. • "Bond Fund" shall mean the fund created in Section 3 of this Resolution. 6 Page 221 of 422 • "Bonds" shall mean $7,025,000 General Obligation Bonds, Series 2020A, authorized to be issued by this Resolution. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. • "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate approved under the terms of this Resolution and to be executed by the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. • "Depository Bonds " shall mean the Bonds as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee • "DTC" shall mean The Depository Trust Company, New York, New York, which will act as security depository for the Bond pursuant to the Representation Letter. • "Issuer" and "City" shall mean the City of Waterloo, State of Iowa. • "Participants" shall mean those broker -dealers, banks and other financial institutions for which DTC holds Bonds as securities depository. • "Paying Agent" shall mean UMB Bank, N.A., or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same shall become due. • "Project" shall mean the costs of the acquisition, improvement and installation of traffic control devices, signage, fixtures, equipment and improvements, including but not limited to traffic signal, pavement markings, traffic safety, fiber optics installation, and street light fixtures, connections, and facility improvements; the acquisition and installation of emergency services communication equipment and systems, including early warning sirens; the acquisition of vehicles and equipment for the Police and Fire Departments; the acquisition of vehicles and equipment for the street, public works and sign and traffic departments; the rehabilitation and improvement of City parks and the acquisition, repair and replacement of facilities, equipment and improvements commonly found in City parks; the removal, replacement and planting of trees in parks and public grounds; the construction, reconstruction and repairing of street, sidewalk, trail, alley, public ground, marketplace, bridges, pedestrian underpasses and overpasses, and intersection improvements; the acquisition, construction and improvement of real and personal property useful for the protection of property from floods or high waters, including flood control, levees, embankments, waterway, storm water and drainage improvements; the removal or replacement of dead or diseased trees; the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi- 7 Page 222 of 422 family housing assistance; acquiring, developing and improving of a geographic computer data base system suitable for automated mapping and facilities management; improvement of the city - owned airport; costs of the acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer System; the reconstruction and improvement of dams already owned; reconstruction, renovation and improvements to sports and park facilities through the sports facilities improvement fund and the park improvement fund; downtown area maintenance and infrastructure improvements; acquisition of off -road maintenance equipment for parks and downtown; the renovation, construction, improvement and equipping of the golf course and Byrnes Tennis Center; the acquisition of vehicles for various city departments; building and infrastructure improvements for public works facilities; reconstruction, construction, renovation, remodeling, improvement, equipping and repairing of various City buildings and facilities; acquisition of city wide technology and computer equipment including software and network storage upgrades, expansions and replacements; improvements to and restoration of wetland areas; and the acquisition, improvement, and equipping of the public library; aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Urban Renewal and Redevelopment Area, the Crossroads Urban Renewal Area, the Martin Road Development Area, the Northeast Site Urban Renewal Area and the Rath Area Redevelopment Area, such as those costs associated with public infrastructure projects including streets, streetscape, and utility improvements, costs of the downtown development plan.. • "Project Fund" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Bonds. • "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. • "Registrar" shall mean UMB Bank, N.A. of Des Moines, Iowa, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds. • "Resolution" shall mean this resolution authorizing the Bonds. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Treasurer and delivered at the time of issuance and delivery of the Bonds. • "Treasurer" shall mean the Chief Financial Officer or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bonds issued hereunder. Section 2. Levy and Certification of Annual Tax; Other Funds to be Used. a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the Bonds hereinafter authorized to be issued, there is hereby 8 Page 223 of 422 levied for each future year the following direct annual tax on all of the taxable property in the City of Waterloo, State of Iowa, to -wit: FISCAL YEAR (JULY 1 TO JUNE 30) AMOUNT YEAR OF COLLECTION $991,369.00* 2020/2021 $547,100.00 2021/2022 $543,800.00 2022/2023 $540,400.00 2023/2024 $331,900.00 2024/2025 $647,400.00 2025/2026 $661,500.00 2026/2027 $930,100.00 2027/2028 $838,100.00 2028/2029 $607,600.00 2029/2030 $531,400.00 2030/2031 $531,500.00 2031/2032 $531,400.00 2032/2033 $156,100.00 2033/2034 $158,100.00 2034/2035 *A levy has been included in the budget previously certified and will be used together with available City funds to pay the principal and interest of the Bond coming due in fiscal year 2020/2021. (NOTE: For example, the levy to be made and certified against the taxable valuations of January 1, 2020 will be collected during the fiscal year commencing July 1, 2021.) b) Resolution to be Filed With County Auditor. A certified copy of this Resolution shall be filed with the Auditor of Black Hawk County, Iowa and the Auditor is hereby instructed in and for each of the years as provided, to levy and assess the tax hereby authorized in Section 2 of this Resolution, in like manner as other taxes are levied and assessed, and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected, and when collected be used for the purpose of paying principal and interest on said Bonds issued in anticipation of the tax, and for no other purpose whatsoever. c) Additional City Funds Available. Principal and interest coming due at any time when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 3. Bond Fund. Said tax shall be assessed and collected each year at the same time and in the same manner as, and in addition to, all other taxes in and for the City, and when collected they shall be converted into a special fund within the Debt Service Fund to be known as the "2020A GENERAL OBLIGATION BOND FUND NO. 1" (the "Bond Fund"), which is 9 Page 224 of 422 hereby pledged for and shall be used only for the payment of the principal of and interest on the Bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 4. Application of Bond Proceeds. Proceeds of the Bonds, other than accrued interest except as may be provided below, shall be credited to the Project Fund and expended therefrom for the purposes of issuance. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution. Section 5. Investment of Bond Fund Proceeds. All moneys held in the Bond Fund, provided for by Section 3 of this Resolution shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2019, as amended, or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, 2019, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Bonds as herein provided. Section 6. Bond Details, Execution and Redemption. a) Bond Details. General Obligation Bonds of the City in the amount of $7,025,000, shall be issued pursuant to the provisions of Sections 384.25, 384.26, 384.28 and 403.12 of the Code of Iowa for the aforesaid purposes. The Bonds shall be designated "GENERAL OBLIGATION BOND, SERIES 2020A", be dated June 29, 2020, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2020, and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided. The Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Bond. The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: -10- Page 225 of 422 Principal Interest Maturity Amount Rate June 1st $420,000 2.000% 2021 $415,000 2.000% 2022 $420,000 2.000% 2023 $425,000 2.000% 2024 $225,000 2.000% 2025 $545,000 2.000% 2026 $570,000 2.000% 2027 $850,000 2.000% 2028 $775,000 2.000% 2029 $560,000 2.000% 2030 $495,000 2.000% 2031 $505,000 2.000% 2032 $515,000 2.000% 2033 $150,000 2.000% 2034 $155,000 2.000% 2035 b) Redemption. i. Optional Redemption. Bonds maturing after June 1, 2027, may be called for optional redemption by the Issuer on that date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All Bonds 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. Written notice will be deemed completed upon transmission to the owner of record. If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. -11- Page 226 of 422 c) Urban Renewal Purposes. The Bonds are hereby declared to be issued, in part, for essential public and governmental purposes for qualified urban renewal projects. The Bonds shall recite in substance that they have been issued, in part, by the City in connection with an urban renewal project as defined by Chapter 403 of the Code of Iowa, and in any suit, action or proceeding involving the validity or enforceability of any bond issued hereunder or the security therefor, such Bond shall be conclusively deemed to have been issued for such purpose and such project shall be conclusively deemed to have been planned, located and carried out in accordance with the provisions of Chapter 403 of the Code of Iowa. Section 7. Issuance of Bonds in Book -Entry Form; Replacement Bonds. a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of Depository Bonds for Bonds in Authorized Denominations, the Bonds shall be issued as Depository Bonds in denominations of the entire principal amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount). The Bonds must be registered in the name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any Bonds registered in the name of Cede & Co. will be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Bonds at the address indicated or in the Representation Letter. b) The Bonds will be initially issued in the form of separate single authenticated fully registered bonds in the amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of the Bonds will be registered in the registry books of the UMB Bank, N.A. kept by the Paying Agent and Registrar in the name of Cede & Co., as nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions to be redeemed, giving any notice permitted or required to be given to registered owners of Bonds under the Resolution of the Issuer, registering the transfer of Bonds, obtaining any consent or other action to be taken by registered owners of the Bonds and for other purposes. The Paying Agent, Registrar and the Issuer have no responsibility or obligation to any Participant or Beneficial Owner of the Bonds under or through DTC with respect to the accuracy of records maintained by DTC or any Participant; with respect to the payment by DTC or Participant of an amount of principal or redemption price of or interest on the Bonds; with respect to any notice given to owners of Bonds under the Resolution; with respect to the Participant(s) selected to receive payment in the event of a partial redemption of the Bonds, or a consent given or other action taken by DTC as registered owner of the Bonds. The Paying Agent and Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to Cede & Co. in accordance with the Representation Letter, and all payments are valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum paid. - 12 - Page 227 of 422 DTC must receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Issuer to make payments of principal of and premium, if any, and interest. Upon delivery by DTC to the Paying Agent and Registrar of written notice that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to the new nominee in accordance with this Section. c) In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds certificates, the Issuer may notify DTC and the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability through DTC of Bonds certificates. The Bonds will be transferable in accordance with this Section. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent and Registrar and discharging its responsibilities under applicable law. In this event, the Bonds will be transferable in accordance with this Section. d) Notwithstanding any other provision of the Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on the Bond and all notices must be made and given, respectively to DTC as provided in the Representation letter. e) In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Paying Agent and Registrar with respect to a consent or other action to be taken by Bondholders, the Issuer or the Paying Agent and Registrar, as the case may be, shall establish a record date for the consent or other action and give DTC notice of the record date not less than 15 calendar days in advance of the record date to the extent possible. Notice to DTC must be given only when DTC is the sole Bondholder. f) The Representation Letter is on file with DTC and sets forth certain matters with respect to, among other things, notices, consents and approvals by Bondholders and payments on the Bonds. The execution and delivery of the Representation Letter to DTC by the Issuer is ratified and confirmed. g) In the event that a transfer or exchange of the Bonds is permitted under this Section, the transfer or exchange may be accomplished upon receipt by the Registrar from the registered owners of the Bonds to be transferred or exchanged and appropriate instruments of transfer. In the event Bond certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other securities depository as holder of all the Bonds, the provisions of the Resolution apply to, among other things, the printing of certificates and the method or payment of principal of and interest on the certificates. Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book entries made on records of the depository or its nominee and (iii) payment of - 13 - Page 228 of 422 principal of, premium, if any, and interest on the Bonds in accordance with and as such interests may appear with respect to such book entries. h) The officers of the Issuer are authorized and directed to prepare and furnish to the purchaser, and to the attorneys approving the legality of Bonds, certified copies of proceedings, ordinances, resolutions and records and all certificates and affidavits and other instruments as may be required to evidence the legality and marketability of the Bonds, and all certified copies, certificates, affidavits and other instruments constitute representations of the Issuer as to the correctness of all stated or recited facts. Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. a) Registration. The ownership of Bonds may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Bonds, and in no other way. UMB Bank, N.A. is hereby appointed as Bond Registrar under the terms of this Resolution and under the provisions of a separate agreement with the Issuer filed herewith which is made a part hereof by this reference. Registrar shall maintain the books of the Issuer for the registration of ownership of the Bonds for the payment of principal of and interest on the Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bonds and in this Resolution. b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Bond (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Bond, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of -14- Page 229 of 422 the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. f) Non -Presentment of Bonds. In the event any payment check, wire, or electronic transfer of funds representing payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. g) Registration and Transfer Fees. The Registrar may furnish to each owner, at the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish additional Bonds in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder thereof or to - 15 - Page 230 of 422 their designated agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Upon receipt of the final payment of principal, the holder of the Bond shall surrender the Bond to the Paying Agent. Section 11. Execution, Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute the Bonds by their manual or authorized signature and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: 1. A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; 2. A written order of Issuer signed by the Treasurer of the Issuer directing the authentication and delivery of the Bonds to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered bondholder. Section 13. Form of Bond. Bonds shall be printed substantially in the form as follows: "STATE OF IOWA" "COUNTY OF BLACK HAWK" "CITY OF WATERLOO" "GENERAL OBLIGATION BOND" "SERIES 2020A" CORPORATE PURPOSE Rate: Maturity: Bond Date: June 29, 2020 CUSIP No.: "Registered" Certificate No. - 16 - Page 231 of 422 Principal Amount: $ The City of Waterloo, State of Iowa, a municipal corporation 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 (Registration panel to be completed by Registrar or Printer with name of Registered Owner). or registered assigns, the principal sum of (enter principal amount in long form) THOUSAND DOLLARS 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 UMB Bank, N.A., Paying Agent of this issue, or its successor, with interest on the sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2020, and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Bond 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. This Bond is issued pursuant to the provisions of Sections 384.25, 384.26,384.28, and 403.12 of the Code of Iowa, for the purpose of paying costs of the acquisition, improvement and installation of traffic control devices, signage, fixtures, equipment and improvements, including but not limited to traffic signal, pavement markings, traffic safety, fiber optics installation, and street light fixtures, connections, and facility improvements; the acquisition and installation of emergency services communication equipment and systems, including early warning sirens; the acquisition of vehicles and equipment for the Police and Fire Departments; the acquisition of vehicles and equipment for the street, public works and sign and traffic departments; the rehabilitation and improvement of City parks and the acquisition, repair and replacement of facilities, equipment and improvements commonly found in City parks; the removal, replacement and planting of trees in parks and public grounds; the construction, reconstruction and repairing of street, sidewalk, trail, alley, public ground, marketplace, bridges, pedestrian underpasses and overpasses, and intersection improvements; the acquisition, construction and improvement of real and personal property useful for the protection of property from floods or high waters, including flood control, levees, embankments, waterway, storm water and drainage improvements; the removal or replacement of dead or diseased trees; the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi- family housing assistance; acquiring, developing and improving of a geographic computer data base system suitable for automated mapping and facilities management; improvement of the city - owned airport; costs of the acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer System; the reconstruction and improvement of dams already owned; reconstruction, renovation and improvements to sports and park facilities through the sports facilities improvement fund and the park improvement fund; downtown area maintenance and infrastructure improvements; acquisition of off -road - 17 - Page 232 of 422 maintenance equipment for parks and downtown; the renovation, construction, improvement and equipping of the golf course and Byrnes Tennis Center; the acquisition of vehicles for various city departments; building and infrastructure improvements for public works facilities; reconstruction, construction, renovation, remodeling, improvement, equipping and repairing of various City buildings and facilities; acquisition of city wide technology and computer equipment including software and network storage upgrades, expansions and replacements; improvements to and restoration of wetland areas; and the acquisition, improvement, and equipping of the public library; aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Urban Renewal and Redevelopment Area, the Crossroads Urban Renewal Area, the Martin Road Development Area, the Northeast Site Urban Renewal Area and the Rath Area Redevelopment Area, such as those costs associated with public infrastructure projects including streets, streetscape, and utility improvements, costs of the downtown development plan., in conformity to a Resolution of the Council of said City duly passed and approved. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Bonds maturing after June 1, 2027, may be called for optional redemption by the Issuer and paid before maturity on said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All bonds 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. Written notice will be deemed completed upon transmission to the owner of record. If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. - 18 - Page 233 of 422 Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by UMB Bank, N.A., the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, 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 Bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. This Bond is a "qualified tax-exempt obligation" designated by the City for purposes of Section 265(b)(3)(B) of the Internal Revenue Code of 1986. 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 Bond, have been existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this Bond as the same will respectively become due; that such taxes have been irrevocably pledged for the prompt payment hereof, both principal and interest; and the total indebtedness of the Issuer including this Bond, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, UMB Bank, N.A., Des Moines, Iowa. Date of authentication: This is one of the Bonds described in the within mentioned Resolution, as registered by UMB Bank, N.A. UMB BANK, N.A., Registrar By: Authorized Signature Registrar and Transfer Agent: UMB Bank, N.A. Paying Agent: UMB Bank, N.A. SEE REVERSE FOR CERTAIN DEFINITIONS (Seal) (Signature Block) - 19 - Page 234 of 422 CITY OF WATERLOO, STATE OF IOWA By: (manual or facsimile signature) Mayor ATTEST: By: (manual or facsimile signature) City Clerk (Information Required for Registration) AS SIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) or bond(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. - 20 - Page 235 of 422 INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Corporation Partnership Trust *If the Bond 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 Bond, 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) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST (End of form of Bond) Section 14. Closing Documents. The Mayor and City Clerk are authorized and directed to execute, attest, seal and deliver for and on behalf of the City any other additional certificates, documents, or other papers and perform all other acts, including without limitation the execution of all closing documents, as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 15. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the Bonds. Section 16. Non -Arbitrage Covenants. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage bonds within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the United States, as amended, and that throughout the term of the Bonds it will comply with the requirements of statutes and regulations issued thereunder. -21 - Page 236 of 422 To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. Section 17. Approval of Tax Exemption Certificate. Attached hereto is a form of Tax Exemption Certificate stating the Issuer's reasonable expectations as to the use of the proceeds of the Bonds. The form of Tax Exemption Certificate is approved. The Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Finance Officer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate at issuance of the Bonds to certify as to the reasonable expectations and covenants of the Issuer at that date. Section 18. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part of this Resolution and made a part hereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. Section 19. Additional Covenants, Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Bonds from time to time outstanding that the Issuer through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Bonds;(c) consult with Bond Counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds;(e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 20. Amendment of Resolution to Maintain Tax Exemption. This Resolution may be amended without the consent of any owner of the Bonds if, in the opinion of Bond Counsel, such amendment is necessary to maintain tax exemption with respect to the Bonds under applicable Federal law or regulations. - 22 - Page 237 of 422 Section 21. Qualified Tax -Exempt Obligations. For the sole purpose of qualifying the Bonds as "Qualified Tax -Exempt Obligations" pursuant to Section 265(b) of the Internal Revenue Code of the United States, as amended, the Issuer designates the Bonds as qualified tax- exempt obligations and represents that the reasonably anticipated amount of tax exempt governmental obligations which will be issued during the current calendar year will not exceed Ten (10) Million Dollars. Section 22. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 23. Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this 15th day of June, 2020. ATTEST: Kelley Felchle, City Clerk Quentin Hart, Mayor - 23 - Page 238 of 422 STATE OF IOWA COUNTY OF BLACK HAWK CERTIFICATE ) ) SS ) I, the undersigned City Clerk of the City of Waterloo, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council 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 Council 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 Council pursuant to the local rules of the Council 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 City offices as indicated therein, that no Council 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 Council hereto affixed this day of , 2020. (SEAL) 01730994-1\11310-135 Kelley Felchle, City Clerk, City of Waterloo, State of Iowa Page 239 of 422 CITY OF WATERLOO Council Communication Resolution authorizing and providing for the issuance and levying a tax to pay the Bonds and Approval of the Continuing Disclosure Certificate, in conjunction with the $8,235,000 General Obligation Bonds, Taxable Series 2020B, and authorizing the Mayor and City Clerk to execute said documents. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date Finance Weidner, Michelle Approved 6/9/2020 - 7:53 PM Clerk Office Even, LeAnn Approved 6/10/2020 - 11:38 AM ATTACHMENTS: Description Type ❑ Atty Ltr of Explanation Backup Material ❑ 2020A 2020B Continuing Disclosure Certificate Backup Material SUBJECT: Resolution authorizing and providing for the issuance and levying a tax to pay the Bonds and Approval of the Continuing Disclosure Certificate, in conjunction with the $8,235,000 General Obligation Bonds, Taxable Series 2020B, and authorizing the Mayor and City Clerk to execute said documents. Submitted by: Submitted By: Michelle Weidner, Chief Financial Officer Summary Statement: These resolutions are necessary to complete the issuance of the bonds that were sold June 2, 2020. The Continuing Disclosure Certificate requires the City to provide annual financial information to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System (EMMA) if certain events occur. Page 240 of 422 ftAHLERS COONEY ATTORNEYS June 8, 2020 VIA E-MAIL Kelley Felchle City Clerk 715 Mulberry Waterloo, Iowa 50703 Ahlers & Cooney, P.C. Attorneys at Law 100 Court Avenue, Suite 600 Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com Kristin B. Cooper 515.246.0330 kcooper@ahlerslaw.com Re: Waterloo, Iowa - $7,025,000 General Obligation Bonds, Series 2020A; $8,235,000 Taxable General Obligation Bonds, Series 2020B Dear Kelley: Included with this letter are documents to complete Council action in connection with the authorization for the issuance of the above Bonds (for each series). 1. The Council procedure consists of the following: (a) Resolution Appointing Registrar and Paying Agent. This resolution appoints UMB Bank, N.A. to serve as Registrar and Paying Agent. (b) Resolution authorizing the issuance of the Bonds. The resolution also incorporates by reference the form of the Tax Exemption Certificate. The resolution must be adopted by an affirmative vote equal to a majority of the full Council membership. (c) Tax Exemption Certificate (2020A only). The Tax Exemption Certificate sets out in detail a number of facts, promises and obligations which must be met and agreed to by the City in order to maintain these Bonds as tax exempt. Please return an executed copy. (d) Continuing Disclosure Certificate. The form of Continuing Disclosure Certificate, which is described in detail below, is included for approval by the Council under the Resolution authorizing issuance. This Certificate also should be signed by the Mayor and the Clerk but not dated. Please return an executed copy. WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER, AHLERS & COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. - 1990 Page 241 of 422 June 8, 2020 Page 2 2. Closing Certificates and Documents: (a) Delivery Certificate. This certificate also should be signed, BUT NOT DATED. Please complete and confirm the financial data on page 2, execute and return a copy to us. (b) Transcript Certificate. This certificate is to be executed and sealed in the manner indicated on the second page and may be dated at the time of completion. A_ notary attestation for all official signatures is required. Please execute and return a copy to us. (c) Authentication Order. Please execute and return a copy to us. (d) County Auditor's Certificate. A true copy of the authorizing resolution as adopted is to be certified and filed with the Auditor of Black Hawk County. The Auditor is asked to certify to such filing on the lower portion of the certificate. Maggie Burger is going to work with Michelle to file this document with the Auditor. (e) Form 8038-G -- Information Return for Tax Exempt Governmental Obligations (2020A only). Please sign, BUT DO NOT DATE, and return the form to us (an original signed hard copy) prior to closing. (f) Paying Agent; Note Registrar and Transfer Agent Agreement. Please execute and return a copy to us. We will obtain signatures from UMB Bank, N.A. and an executed copy will be provided to you after closing. Tax Exemption (2020A only) The Tax Exemption Certificate is an important document and contains important information concerning the calculated yield on the Bonds and a number of covenants and obligations on the part of the City. This certificate should be retained along with all of your records regarding the use of proceeds, expenditure dates and investment information needed to comply with IRS guidelines. I will not attempt to summarize all of the matters which are included in this certificate but I do want to point out some important ones. Tax exemption is based in part upon the fact that the use of the facilities to be acquired by the City with the proceeds will be for the benefit of the public and will not be used in the private trade or business of any business or non -tax-exempt entity. The properties acquired with the Bond proceeds must not be sold or diverted to any private or nonpublic use unless the significance of that action is reviewed by bond counsel. The Tax Exemption Certificate sets forth the best knowledge and belief which you have as of today concerning the timely expenditure of the proceeds as the City reasonably expects expenditures to occur. If for any reason the City finds it will be prevented from expending the Bond proceeds fully within three years, that matter should be referred to us. Page 242 of 422 June 8, 2020 Page 3 These Bonds are issued under the expectation that the City will be exempt from the requirement to rebate arbitrage earnings to the United States Government since you intend to spend the proceeds of the Bonds for construction purposes within two (2) years of issuance and meet the other requirements of the two-year expenditure exemption from the rebate provisions. These Bonds are also issued under the expectation that the City will be exempt from the requirement to rebate arbitrage earnings to the United States Government since you intend to spend the proceeds of the Bonds within 18 months of issuance in accordance with the schedule described in Section 3.3 of the Tax Exemption Certificate. There are a number of other general promises and commitments by the City to take or refrain from action, which are necessary to maintain the tax exemption of these Bonds. You should recognize that these promises and commitments are required of the City on an ongoing basis and that the possibility of some additional future action does exist. Continuing Disclosure Certificate Securities and Exchange Commission Rule 15c2-12, prohibits underwriting and recommendation to the public of the purchase of municipal securities for which adequate secondary market information is not available. The rules apply generally to any municipal offering over $1,000,000. The City therefore has an obligation to provide continuing disclosure to the marketplace while the Bonds are outstanding. The applicable covenants and duties of the City are outlined in the Continuing Disclosure Certificate. The Continuing Disclosure Certificate requires the City to provide annual financial information and operating to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ("EMMA") so long as the Bonds are outstanding, and also to provide notice to EMMA if certain events occur. This information and data must be sent in "searchable PDF" form. You should ensure that your audit and operating data will be available in that format so you may comply. The events which must be reported are detailed in the certificate, but other events which would be of concern to the rating agencies or Bond holders also should be considered for disclosure under the anti -fraud provisions of the federal securities laws. These disclosure requirements are ongoing and it will be important to designate an appropriate contact person who will have a primary responsibility for preparing and coordinating the filing of the annual financial information, operating data and any event notices. The penalties for violation of the rule fall ultimately on the issuer of the Bonds, because underwriters may be precluded from agreeing to underwrite or bid on Bonds of issuers who have not complied with their disclosure obligations. Failure to comply Page 243 of 422 June 8, 2020 Page 4 therefore may result in fewer bids and ultimately no bids or the inability to secure an underwriter for an issue. Closing Matters. As you know, closing of this issue is scheduled to occur on or about June 29, 2020. At the time of closing, the Purchaser's copies of the above items and the original Bonds will be delivered to the Purchaser of the Bonds in exchange for the agreed purchase price. Our legal opinion also will be delivered to the Purchaser at that time. Should you have any questions, or if we can be of any assistance in completing the enclosed items, please don't hesitate to contact me. Very truly yours, Ahlers & Cooney, P.C. Kristin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: LeAnn Even, Deputy City Clerk, City of Waterloo (via email w/ encl.) Michelle Weidner, Chief Financial Officer, City of Waterloo (via email w/ encl.) Noel Anderson, Planning and Zoning Director, City of Waterloo (via email w/ encl.) Nancy Higby, Administrative Secretary, City of Waterloo (via email w/encl.) Larry Burger/Maggie Burger/Charlotte Nielsen, Speer Financial (via email w/encl.) Diana Van Vleet, UMB Bank (via email w/encl.) 01730950-1\11310-135 Page 244 of 422 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Waterloo, State of Iowa (the "Issuer"), in connection with the issuance of $7,025,000 General Obligation Bonds, Series 2020A and $8,235,000 Taxable General Obligation Bonds, Series 2020B (the "Bonds") dated June 29, 2020. The Bonds are being issued pursuant to a Resolution of the Issuer approved on June 15, 2020 (the "Resolution"). The Issuer covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate; Interpretation. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5). This Disclosure Certificate shall be governed by, construed and interpreted in accordance with the Rule, and, to the extent not in conflict with the Rule, the laws of the State. Nothing herein shall be interpreted to require more than required by the Rule. Section 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Financial Information" shall mean financial information or operating data of the type included in the final Official Statement, provided at least annually by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Business Day" shall mean a day other than a Saturday or a Sunday or a day on which banks in Iowa are authorized or required by law to close. "Dissemination Agent" shall mean the Issuer or any Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with S.E.C. Rule 15c2-12. "Holders" shall mean the registered holders of the Bonds, as recorded in the registration books of the Registrar. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. Page 245 of 422 "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005. "National Repository" shall mean the MSRB's Electronic Municipal Market Access website, a/k/a "EMMA" (emma.msrb.org). "Official Statement" shall mean the Issuer's Official Statement for the Bonds, dated June 2, 2020. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission (S.E.C.) under the Securities Exchange Act of 1934, and any guidance and procedures thereunder published by the S.E.C., as the same may be amended from time to time. "State" shall mean the State of Iowa. Section 3. Provision of Annual Financial Information. a) The Issuer shall, or shall cause the Dissemination Agent to, not later than two hundred seventy (270) days after the end of the Issuer's fiscal year (presently June 30th), commencing with information for the 2019/2020 fiscal year, provide to the National Repository an Annual Financial Information filing consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Financial Information fling must be submitted in such format as is required by the MSRB (currently in "searchable PDF" format). The Annual Financial Information filing may be submitted as a single document or as separate documents comprising a package. The Annual Financial Information filing may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Financial Information filing and later than the date required above for the filing of the Annual Financial Information if they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). b) If the Issuer is unable to provide to the National Repository the Annual Financial Information by the date required in subsection (a), the Issuer shall send a notice to the Municipal Securities Rulemaking Board, if any, in substantially the forms attached as Exhibit A-1 and A-2. c) The Dissemination Agent shall: i. each year file Annual Financial Information with the National Repository; and 2 Page 246 of 422 ii. (if the Dissemination Agent is other than the Issuer), file a report with the Issuer certifying that the Annual Financial Information has been filed pursuant to this Disclosure Certificate, stating the date it was filed. Section 4. Content of Annual Financial Information. The Issuer's Annual Financial Information filing shall contain or incorporate by reference the following: a) The last available audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under State law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with generally accepted accounting principles, noting the discrepancies therefrom and the effect thereof. If the Issuer's audited financial statements for the preceding years are not available by the time Annual Financial Information is required to be filed pursuant to Section 3(a), the Annual Financial Information filing shall contain unaudited financial statements of the type included in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Financial Information when they become available. b) A table, schedule or other information prepared as of the end of the preceding fiscal year, of the type contained in the final Official Statement under the caption "Socioeconomic Information - Retail Sales", "Local Option Sales Tax", "Property Tax Information", "Debt Information", and "Financial Information." Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been filed with the National Repository. The Issuer shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. a) Pursuant to the provisions of this Section, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not later than 10 Business Days after the day of the occurrence of the event: i. Principal and interest payment delinquencies; ii. Non-payment related defaults, if material; iii. Unscheduled draws on debt service reserves reflecting financial difficulties; iv. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; 3 Page 247 of 422 v. Substitution of credit or liquidity providers, or their failure to perform; vi. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Series Bonds, or material events affecting the tax-exempt status of the Bonds; vii. Modifications to rights of Holders of the Bonds, if material; viii. Bond calls (excluding sinking fund mandatory redemptions), if material, and tender offers; ix. Defeasances of the Bonds; x. Release, substitution, or sale of property securing repayment of the Bonds, if material; xi. Rating changes on the Bonds; xii. Bankruptcy, insolvency, receivership or similar event of the Issuer; xiii. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; xiv. Appointment of a successor or additional trustee or the change of name of a trustee, if material; xv. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and xvi. Default, event of acceleration, termination event, modification of terms or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. b) Whenever the Issuer obtains the knowledge of the occurrence of a Listed Event, the Issuer shall determine if the occurrence is subject to notice only if material, and if so shall as soon as possible determine if such event would be material under applicable federal securities laws. c) If the Issuer determines that knowledge of the occurrence of a Listed Event is not subject to materiality, or determines such occurrence is subject to materiality and 4 Page 248 of 422 would be material under applicable federal securities laws, the Issuer shall promptly, but not later than 10 Business Days after the occurrence of the event, file a notice of such occurrence with the Municipal Securities Rulemaking Board through the filing with the National Repository. Section 6. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Certificate with respect to each Series of Bonds shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds of that Series or upon the Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of legislative action or final judicial action or administrative actions or proceedings, the failure of the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended. Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: a) If the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Financial Information filing, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, 5 Page 249 of 422 (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Financial Information filing for the year in which the change is made will present a comparison or other discussion in narrative form (and also, if feasible, in quantitative form) describing or illustrating the material differences between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Financial Information filing or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Financial Information filing or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Financial Information filing or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. Direct, indirect, consequential and punitive damages shall not be recoverable by any person for any default hereunder and are hereby waived to the extent permitted by law. A default under this Disclosure Certificate shall not be deemed an event of default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 13. Rescission Rights. The Issuer hereby reserves the right to rescind this Disclosure Certificate without the consent of the Holders in the event the Rule is repealed by the S.E.C. or is ruled invalid by a federal court and the time to appeal from such decision has expired. In the event of a partial repeal or invalidation of the Rule, the Issuer hereby reserves the 6 Page 250 of 422 right to rescind those provisions of this Disclosure Certificate that were required by those parts of the Rule that are so repealed or invalidated. Date: ATTEST: day of , 2020. By: Kelley Felchle, City Clerk 7 CITY OF WATERLOO, STATE OF IOWA By: Quentin M. Hart, Mayor Page 251 of 422 EXHIBIT A-1 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Waterloo, Iowa. Name of Bond Issue: $7,025,000 General Obligation Bonds, Series 2020A Dated Date of Issue: June 29, 2020 NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial Information with respect to the above -named Bonds as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer anticipates that the Annual Financial Information will be filed by Dated: day of , 20 CITY OF WATERLOO, STATE OF IOWA By: Its: Page 252 of 422 EXHIBIT A-2 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Waterloo, Iowa. Name of Bond Issue: $8,235,000 Taxable General Obligation Bonds, Series 2020B Dated Date of Issue: June 29, 2020 NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial Information with respect to the above -named Bonds as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer anticipates that the Annual Financial Information will be filed by Dated: day of , 20 01723374-1\11310-135 9 CITY OF WATERLOO, STATE OF IOWA By: Its: Page 253 of 422 CITY OF WATERLOO Council Communication Resolution appointing UMB Bank. N.A. of Kansas City, Missouri, to serve as Paying Agent, Bond Registrar, and Transfer Agent and approving the Paying Agent, Bond Registrar and Transfer Agent Agreement in conjunction with the $8,235,000 Taxable General Obligation Bonds, Series 2020B, and authorizing the Mayor and City Clerk to execute said documents. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date Finance Weidner, Michelle Approved 6/9/2020 - 7:52 PM Clerk Office Even, LeAnn Approved 6/10/2020 - 10:07 AM ATTACHMENTS: Description Type D 2020B Registrar Agmt Cover Memo ❑ Resolution Backup Material SUBJECT: Resolution appointing UMB Bank. N.A. of Kansas City, Missouri, to serve as Paying Agent, Bond Registrar, and Transfer Agent and approving the Paying Agent, Bond Registrar and Transfer Agent Agreement in conjunction with the $8,235,000 Taxable General Obligation Bonds, Series 2020B, and authorizing the Mayor and City Clerk to execute said documents. Submitted by: Submitted By: Michelle Weidner, Chief Financial Officer Summary Statement: Expenditure Required: UMB Bank, N.A. will disburse the semi-annual interest and annual principal payments to the bondholders over the term of the bonds. A one-time acceptance fee is charged. Annual paying agent fees will be required each year the bonds are outstanding. Source of Funds: Fees are paid using the debt service levy. Page 254 of 422 PAYING AGENT; BOND REGISTRAR AND TRANSFER AGENT AGREEMENT THIS AGREEMENT is made and entered into on June 29, 2020 by and between the City of Waterloo hereinafter called "ISSUER", and UMB Bank, N.A., a national banking association with its principal payment office in Kansas City, Missouri, in its capacity as paying agent and registrar, hereinafter called the "AGENT". WHEREAS, the ISSUER has issued, or is currently in the process of issuing, pursuant to an ordinance, resolution, order, final terms certificate, notice of sale or other authorizing instrument of the governing body of the ISSUER, hereinafter collectively called the "Bond Document" certain bonds, certificates, notes and/or other debt instruments, more particularly described as $8,235,000 Taxable General Obligation Bonds, Series 2020B, dated June 29, 2020 hereinafter called the "Bonds"; and WHEREAS, pursuant to the Bond Document, the ISSUER has designated and appointed the AGENT as agent to perform registrar, transfer and paying agent services, to wit: establishing and maintaining a record of the owners of the Bonds, effecting the transfer of ownership of the Bonds in an orderly and efficient manner, making payments of principal and interest when due pursuant to the terms and conditions of the Bonds, and for other related purposes; and WHEREAS, the AGENT has represented that it possesses the necessary qualifications and maintains the necessary facilities to properly perform the required services as such registrar, transfer and paying agent and is willing to serve in such capacities for the ISSUER; NOW THEREFORE, in consideration of mutual promises and covenants herein contained the parties agree as follows: 1. The ISSUER has designated and appointed the AGENT as registrar, transfer and paying agent of the Bonds pursuant to the Bond Document, and the AGENT has accepted such appointment and agrees to provide the services set forth therein and herein. 2. The ISSUER agrees to deliver or cause to be delivered to the AGENT a transcript of the proceedings related to the Bonds to contain the following documents: (a) A copy of the Bond Document, and the consent or approval of any other governmental or regulatory authority, required by law to approve or authorize the issuance of the Bonds; (b) A written opinion by an attorney or by a firm of attorneys with a nationally recognized standing in the field of municipal bond financing, and any supporting or supplemental opinions, to the effect that the Bonds and the Bond Document have been duly authorized and issued by, are legally binding upon and are enforceable against the ISSUER; (c) A closing certificate of the ISSUER, a closing certificate and/or receipt of the purchaser(s) of the Bonds, and such other documents related to the issuance of the Bonds as the Agent reasonably deems necessary or appropriate; and 1 Page 255 of 422 (d) Unless Paragraph 20 hereof is applicable and if requested in writing by AGENT, in addition to the transcript of proceedings a reasonable supply of blank Bond certificates bearing the manual or facsimile signatures of officials of the ISSUER authorized to sign certificates and, if required by the Bond Document, impressed with the ISSUER's seal or facsimile thereof, to enable the AGENT to provide Bond Certificates to the holders of the Bonds upon original issuance or the transfer thereof. The foregoing documents may be subject to the review and approval of legal counsel for the AGENT. Furthermore, the ISSUER shall provide to the AGENT prompt written notification of any future amendment or change in respect of any of the foregoing, together with such documentation as the AGENT reasonably deems necessary or appropriate. 3. Unless Paragraph 20 hereof is applicable, Bond certificates provided by the ISSUER shall be printed in a manner to minimize the possibility of counterfeiting. This requirement shall be deemed satisfied by use of a certificate format meeting the standard developed by the American National Standards Committee or in such other format as the AGENT may accept by its authentication thereof. The AGENT shall have no responsibility for the form or contents of any such certificates. The ISSUER shall, while any of the Bonds are outstanding, provide a reasonable supply of additional blank certificates at any time upon request of the AGENT. All such certificates shall satisfy the requirements set forth in Paragraphs 2(d) and 3. 4. The AGENT shall initially register and authenticate, pursuant to instructions from the ISSUER and/or the initial purchaser(s) of the Bonds, one or more Bonds and shall enter into a Bond registry record the certificate number of the Bond and the name and address of the owner. The AGENT shall maintain such registry of owners of the Bonds until all the Bonds have been fully paid and surrendered. The initial owner of each Bond as reflected in the registry of owners shall not be changed except upon transfers of ownership and in accordance with procedures set forth in the Bond Document or this Agreement. 5. Transfers of ownership of the Bonds shall be made by the AGENT as set forth in the Bond Document. Absent specific guidelines in the Bond Document, transfers of ownership of the Bonds shall be made by the AGENT only upon delivery to the AGENT of a properly endorsed Bond or of a Bond accompanied by a properly endorsed transfer instrument, accompanied by such documents as the AGENT may deem necessary to evidence the authority of the person making the transfer, and satisfactory evidence of compliance with all applicable laws relating to the collection of taxes. The AGENT reserves the right to refuse to transfer any Bond until it is satisfied that each necessary endorsement is genuine and effective, and for that purpose it may require guarantees of signatures in accordance with applicable rules of the Securities and Exchange Commission and the standards and procedures of the AGENT, together with such other assurances as the AGENT shall deem necessary or appropriate. The AGENT shall incur no liability for delays in registering transfers as a result of inquiries into adverse claims or for the refusal in good faith to make transfers which it, in its judgment, deems improper or unauthorized. Upon presentation and surrender of any duly registered Bond and satisfaction of the transferability requirements, the AGENT shall (a) cancel the surrendered Bond; (b) register a new Bond(s) as directed in the same aggregate principal amount and -2 Page 256 of 422 maturity; (c) authenticate the new Bond(s); and (d) enter the transferee's name and address, together with the certificate number of the new Bond(s), in its registry of owners. 6. The AGENT may deliver Bonds by first class, certified, or registered mail, or by courier. 7. Ownership of, payment of the principal amount of, redemption premium, if any, and interest due on the Bonds, delivery of notices, and for all other purposes shall be subject to the provisions of the Bond Document. The AGENT shall have no responsibility to determine the beneficial owners of any Bonds and shall owe no duties to any such beneficial owners. Upon written request and reasonable notice from the ISSUER, the AGENT will mail, at the ISSUER's expense, notices or other communications from the ISSUER to the holders of the Bonds as recorded in the registry maintained by the AGENT. 8. Unless the Bond Document provides otherwise, the ISSUER shall, without notice from or demand of the AGENT, provide to the AGENT funds that are immediately available at least one business day prior to the relevant interest and/or principal payment date, sufficient to pay on each interest payment date and each principal payment date, all interest and principal then payable under the terms and provisions of the Bond Document and the Bonds. The AGENT shall have no responsibility to make any such payments to the extent ISSUER has not provided sufficient immediately available funds to AGENT on the relevant payment date. In the event that an interest and/or principal payment date shall be a date that is not a business day, payment may be made on the next succeeding business day and no interest shall accrue. The term "business day" shall include all days except Saturdays, Sundays and legal holidays recognized by the Federal Reserve Bank of Kansas City, Missouri. 9. Unless otherwise provided in the Bond Document and subject to the provisions of Paragraph 12 hereof, to the extent that the ISSUER has made sufficient funds available to it, the AGENT will pay to the record owners of the Bonds as of any record date (as specified in the Bond certificate or Bond Document) the interest due thereon as of the related interest payment date or any redemption date and, will pay upon presentation and surrender of such Bond at maturity or earlier date of redemption to the owner of any Bond, the principal or redemption amount of such Bond. 10. The AGENT may make a charge against any Bond owner sufficient for the reimbursement of any governmental tax or other charge legally required to be withheld for any reason, including, but not limited to, failure of such owner to provide a correct taxpayer identification number to the AGENT. Such charge may be deducted from an interest or principal payment due to such owner. 11. Unless payment of interest, principal, and redemption premium, if any, is made by electronic transfer all payments will be made by check or draft and mailed to the address of the owner as reflected on the registry of owners, or to such other address as directed in writing by the owner. 12. Subject to the provisions of the Bond Document, the AGENT may pay at maturity or redemption or issue new certificates to replace certificates represented to the AGENT to have 3 Page 257 of 422 been lost, destroyed, stolen or otherwise wrongfully taken, but may first may require the Bond owner to pay a replacement fee, to furnish an affidavit of loss, and/or furnish either an indemnity bond or other indemnification satisfactory to the AGENT indemnifying the ISSUER and the AGENT. 13. The AGENT shall comply with the provisions, if any, of the Bond Document and the rules of the Securities and Exchange Commission pertaining to the cancellation and retention of Bond certificates and the periodic certification to the ISSUER of the cancellation of such Bond certificates. In the event that the ISSUER requests in writing that the AGENT forward to the ISSUER the cancelled Bond certificates, the ISSUER agrees to comply with the foregoing described rules. The AGENT shall have no duty to retain any documents or records pertaining to this Agreement, the Bond Document or the Bonds any longer than eleven years after final maturity of the Bonds, unless otherwise required by the rules of the Securities and Exchange Commission or other applicable law. 14. The records maintained by AGENT in connection with the Bonds shall remain confidential records entitled to protection and confidentiality pursuant to Section 22.7(17), Code of Iowa. AGENT agrees that its use of the records will be limited to the purposes of this Agreement and that AGENT will make no private use or permit any private access thereto without the prior written consent of the ISSUER, which shall not be unreasonably withheld. 15. The AGENT is authorized to act on the order, directions or instructions of such officials as the governing body of ISSUER as the ISSUER by resolution or other proper action shall designate. The AGENT shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by the proper official(s), and the ISSUER shall promptly notify AGENT in writing of any change in the identity or authority of officials authorized to sign Bond certificates, written instructions or requests. If not so provided in the Bond Document, if any official whose manual or facsimile signature appears on blank Bond certificates shall die, resign or be removed from office or authority before the authentication of such certificates by the Agent, the AGENT may nevertheless issue such certificates until specifically directed to the contrary in writing by the ISSUER. 16. The AGENT shall provide notice(s) to the owners of the Bonds and such depositories, banks, brokers, rating agencies, information services, repositories, or publications as required by the terms of the Bond Document and to any other entities that request such notice(s) and, if so directed in such other manner and to such other parties as the ISSUER shall so direct in writing and at the expense of the ISSUER. 17. The ISSUER shall compensate the AGENT for the AGENT's ordinary services as paying agent and registrar, and shall reimburse the AGENT for all ordinary out-of-pocket expenses, charges, advances, counsel fees and other costs incurred in connection with the Bonds, the Bond Document and this Agreement as set forth in the Exhibit A or as otherwise agreed to by the ISSUER and AGENT in writing. In addition, should it become necessary for the AGENT to perform extraordinary services, the AGENT shall be entitled to extra compensation therefor and reimbursement for any out-of-pocket extraordinary costs and expenses, including, but not limited to, attorneys' fees. AGENT shall use commercially reasonable efforts to provide notice to the Issuer prior to performing extraordinary services or incurring such costs and expenses; provided, -4 Page 258 of 422 however, that AGENT's right to compensation hereunder shall not be affected by any failure to provide such prior notice. 18. The AGENT may resign, or be removed by the ISSUER upon a date which, unless otherwise waived by the other party, is (a) at least thirty days after the receipt of written notice to the other and (b) in the case such notice is given by the AGENT, at least fifteen days prior to the next succeeding principal or interest payment date. Upon the effective date of resignation or removal, all obligations of the AGENT hereunder shall cease and terminate, but AGENT shall not be discharged from any liability for actions taken as AGENT under this Agreement prior to such resignation or removal. In the event of resignation or removal, the AGENT shall deliver the registry of owners and all related books and records in accordance with the written instructions of the ISSUER or any successor agent designated in writing by the ISSUER within a reasonable period following the effective date of its removal or resignation. 19. Whenever in the performance of its duties as Agent hereunder, the Bond Document or under the Bonds the AGENT shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, under the Bond Document or under the Bonds, the AGENT may consult with nationally recognized legal counsel in accordance with its internal policies and procedures, including, but not limited to, legal counsel for the ISSUER, with respect to any matter in connection with this Agreement and it shall not be liable for any action taken or omitted by it in good faith in reliance upon the advice or opinion of such counsel. 20. In the event that the Bond Document provides that the initial registered owner of all of the Bond certificates is or may be the Depository Trust Company, or any other securities depository or registered clearing agency qualified under the Securities and Exchange Act of 1934, as amended (a "Securities Depository"), none of the beneficial owners will receive certificates representing their respective interest in the Bonds. Except to the extent provided otherwise in the Bond Document, the following provisions shall apply: (a) The registry of owners maintained by the AGENT will reflect as owner of the Bonds only the Securities Depository or its nominee, until and unless the ISSUER authorizes the delivery of Bond certificates to the beneficial owners as described in subsection (d) below. (b) It is anticipated that during the term of the Bonds, the Securities Depository will make book -entry transfers among its participants and receive and transmit payments of principal and interest on the Bonds to the participants, unless and until the ISSUER authorizes the delivery of Bonds to the beneficial owners as described in subsection (d) below. (c) The ISSUER may at any time, in accordance with the Bond Document, select and appoint a successor Securities Depository and shall notify the Agent of such selection and appointment in writing. (d) If the ISSUER determines that the holding of the Bonds by the Securities Depository is no longer in the best interests of the beneficial owners of the Bonds, then 5 Page 259 of 422 the AGENT, at the written instruction and expense of the ISSUER, shall notify the beneficial owners of the Bonds by first class mail of such determination and of the availability of certificates to owners requesting the same. The AGENT shall register in the names of and authenticate and deliver certificates representing their respective interests in the Bonds to the beneficial owners or their nominees, in principal amounts and maturities representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption. In such event, all references to the Securities Depository herein shall relate to the period of time when at least one Bond is registered in the name of the Securities Depository or its nominee. For the purposes of this paragraph, the AGENT may conclusively rely on information provided by the Securities Depository and its participants as to principal amounts held by and the names and mailing addresses of the beneficial owners of the Bonds, and shall not be responsible for any investigation to determine the beneficial owners. The cost of printing certificates for the Bonds and expenses of the AGENT shall be paid by the ISSUER. 21. The AGENT shall not be liable for any error in judgment in fulfilling its obligations under this Agreement or the Bond Document that is made in good faith by an officer or employee of the AGENT unless it shall be determined by a court of competent jurisdiction that the AGENT was negligent in ascertaining the pertinent facts or acted intentionally in bad faith. The AGENT shall not be under any obligation to prosecute or defend any action or suit in connection with its duties under the Bond Document or this Agreement or in respect of the Bonds, which, in its opinion, may involve it in expense or liability, unless satisfactory security and indemnity is furnished to the Agent (except as may result from the AGENT's own negligence or willful misconduct). The AGENT shall only be responsible for performing such duties as are set forth herein, required by the Bond Document, or otherwise agreed to in writing by the AGENT. 22. It is mutually understood and agreed that, unless otherwise provided in the Bonds or Bond Document, this Agreement shall be governed by the laws of the State of Iowa, both as to interpretation and performance 23. The Bond Document and the terms thereof are hereby incorporated by reference and the provisions of this Agreement are to be construed to be consistent with the Bond Document. In the event of inconsistent language between the Bond Document and this Agreement, the terms of the Bond Document shall prevail. 24. AGENT shall comply at all times with such rules, regulations, and requirements as may govern the registration, transfer and payment of registered bonds including without limitation Chapters 76, 384, 403, and Section 554.8101 et seq. Code of Iowa and standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986. 25. In the event any payment check representing payment of interest or principal on the Bonds is returned to the AGENT or is not presented for payment, or if any Bond is not presented for payment of principal or premium, if any, at the maturity or redemption date, if -6 Page 260 of 422 funds sufficient to pay such interest on Bonds shall have been made available to the AGENT for the benefit of the owner thereof, all liability of the ISSUER to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the AGENT to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Agreement or on, or with respect to, such interest or Bonds. The AGENT'S obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the AGENT, shall surrender any remaining funds so held to the ISSUER, whereupon any claim under this Agreement by the Bond owners of such interest or Bonds of whatever nature shall be made upon the ISSUER. 26. It is understood and agreed by the parties that if any part, term, or provision of this Agreement is held by the courts to be illegal or in conflict with any applicable law, regulation or rule, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. 27. This Agreement shall be binding upon the respective parties hereto and their heirs, executors, successors or assigns. If AGENT consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including this Agreement) to another corporation which is a transfer agent properly registered with and in compliance with the rules of the Securities and Exchange Commission, AGENT shall provide written notice to ISSUER of such event at least sixty (60) days prior to its becoming effective, and the successor corporation without any further act shall be the successor AGENT. Except as provided in this section this Agreement may not be assigned by any party without the written consent of the other party. 28. All notices, demands, and requests required or permitted to be given to the ISSUER or AGENT under the provisions hereof must be in writing and shall be deemed to have been sufficiently given, upon receipt if (i) personally delivered, (ii) sent by telecopy and confirmed by phone or (iii) mailed by registered or certified mail, with return receipt requested, delivered as follows: If to AGENT: If to ISSUER: UMB Bank, N.A. Attn: Corporate Trust & Escrow Services 7155 Lake Drive, Suite 120 West Des Moines, Iowa 50266 City of Waterloo City Clerk 715 Mulberry Waterloo, Iowa 50703 7 Page 261 of 422 29. The parties hereto agree that the transactions described herein may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 30. In order to comply with provisions of the USA PATRIOT Act of 2001, as amended from time to time, and the Bank Secrecy Act, as amended from time to time, the AGENT may request certain information and/or documentation to verify confirm and record identification of persons or entities who are parties to this Agreement. 31. If the Bonds are eligible for receipt of any U.S. Treasury Interest Subsidy and if so directed by the Bond Document or, as agreed to in writing between the ISSUER and the AGENT, the AGENT shall comply with the provisions, if any, relating to it as described in the Bond Document or as otherwise agreed upon in writing between the ISSUER and the AGENT. The AGENT shall not be responsible for completion of or the actual filing of Form 8038-CP (or any successor form) with the IRS or any payment from the United States Treasury in accordance with § § 54AA and 6431 of the Code. IN WITNESS WHEREOF, the parties hereto have, by their duly authorized signatories, set their respective hands and seals as of this day of , 2020. ATTEST: By: Kelley Felchle, City Clerk CITY OF WATERLOO, STATE OF IOWA, ISSUER By: Quentin Hart, Mayor 8 Page 262 of 422 ATTEST: By: (Title) UMB BANK N.A., as PAYING AGENT/REGISTRAR By: (Title) 9 Page 263 of 422 EXHIBIT A Paying Agent/Registrar's Fee 01731766-1\11310-136 Page 264 of 422 ITEMS TO INCLUDE ON AGENDA CITY OF WATERLOO, IOWA $8,235,000 Taxable General Obligation Bonds, Series 2020B • Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent, Approving the Paying Agent and Bond Registrar and Transfer Agent Agreement and Authorizing the Execution of the Agreement. • Resolution authorizing and providing for the issuance, and levying a tax to pay the Bonds; Approval of the Continuing Disclosure Certificate. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. Page 265 of 422 June 15, 2020 The City Council of the City of Waterloo, State of Iowa, met in session, via electronic means, an in -person meeting being impossible or impractical due to the COVID-19 pandemic, at .M., on the above date. There were present Mayor Quentin Hart, in the chair, and the following named Council Members: Absent: Vacant: 1 Page 266 of 422 Council Member introduced the following resolution entitled "RESOLUTION APPOINTING UMB BANK, N.A. OF DES MOINES, IOWA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", and moved that the resolution be adopted. Council Member seconded the motion to adopt. The roll was called and the vote was, AYES: NAYS: Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION APPOINTING UMB BANK, N.A. OF DES MOINES, IOWA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT WHEREAS, $8,235,000 Taxable General Obligation Bonds, Series 2020B, dated June 29, 2020, have been sold and action should now be taken to provide for the maintenance of records, registration of certificates and payment of principal and interest in connection with the issuance of the Bonds; and WHEREAS, this Council has deemed that the services offered by UMB Bank, N.A. of Des Moines, Iowa, are necessary for compliance with rules, regulations, and requirements governing the registration, transfer and payment of registered bonds; and WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement (hereafter "Agreement") has been prepared to be entered into between the City and UMB Bank, N.A. 2 Page 267 of 422 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, STATE OF IOWA: 1. That UMB Bank, N.A. of Des Moines, Iowa, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $8,235,000 Taxable General Obligation Bonds, Series 2020B, dated June 29, 2020. 2. That the Agreement with UMB Bank, N.A. of Des Moines, Iowa, is hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED AND APPROVED this 15th day of June, 2020. ATTEST: Kelley Felchle, City Clerk Quentin Hart, Mayor 3 Page 268 of 422 Council Member introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $8,235,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 2020B, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE CONTINUING DISCLOSURE CERTIFICATE" and moved that it be adopted. Council Member seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: NAYS: Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $8,235,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 2020B, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE CONTINUING DISCLOSURE CERTIFICATE WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the Issuer is in need of funds to pay costs of the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi -family housing assistance, and refunding or refinancing outstanding indebtedness of the City, including General Obligation Bonds, Taxable Series 2012C, dated July 25, 2012, essential corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $11,000,000 be authorized for said purpose(s); and WHEREAS, it is found and determined that the aforesaid adjustment and refunding of present indebtedness is necessary and in the public interest and will benefit the City and its taxpayers by restructuring one series of outstanding taxable bonds for purposes of more efficient administration thereof; by conforming the debt service requirements to the anticipated receipt of tax funds thereby reducing the impact of delays in the collection of future taxes upon the City's cash flow; and to adjust the requirements of the outstanding indebtedness; and WHEREAS, it presently appears that the aforesaid benefits may be realized and at the same time savings may be effected in the debt service fund requirements of the City by refunding of the bonds set forth in the schedule set forth as Exhibit "A", attached to this Resolution and made a part hereof by this reference; and -4 Page 269 of 422 WHEREAS, pursuant to notice published as required by Section 384.25 of the Code of Iowa, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Bonds, and the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, the City is in need of funds to pay costs of the renovation, construction, improvement and equipping of the golf course and the construction, renovation and improvement of airport facilities, parking lots, and acquisition of related airport equipment, general corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $700,000 be authorized for said purpose(s); and WHEREAS, the Issuer has a population of more than 5,000 but not more than 75,000, and the Bonds for these purposes do not exceed $700,000; and WHEREAS, pursuant to notice published as required by Section 384.26 of the Code of Iowa, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of Bonds for general corporate purpose(s) in the amounts as above set forth, and, no petition for referendum having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, the City is in need of funds to pay costs of the reconstruction, renovation, remodeling, improvement, equipping and repairing of Downtown Parking Garages and ramps; acquisition of properties for commercial or residential development; improvement to and equipping of Young Arena; and funding of the Red Cedar Initiative to promote business development, general corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $700,000 be authorized for said purpose(s); and WHEREAS, the Issuer has a population of more than 5,000 but not more than 75,000, and the Bonds for these purposes do not exceed $700,000; and WHEREAS, pursuant to notice published as required by Section 384.26 of the Code of Iowa, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of Bonds for general corporate purpose(s) in the amounts as above set forth, and, no petition for referendum having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Urban Renewal and Redevelopment Area, the Crossroads Urban Renewal Area, the Martin Road Development Area, the Northeast Site Urban Renewal Area and the Rath Area Redevelopment Area, such as those costs associated with acquisitions of properties and related demolition and clearance activities, grants to private developers, and the improvement, reconstruction, equipping and repair of the Sullivan Convention Center, essential corporate urban renewal purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $6,600,000 be authorized for said purpose(s); and 5 Page 270 of 422 WHEREAS, pursuant to notice published as required by Sections 384.24(3)(q), 384.25 and 403.12 of the Code of Iowa, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Bonds, and no petition having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, pursuant to Section 384.28 of the Code of Iowa, it is hereby found and determined that the various general obligation Bonds authorized as hereinabove described shall be combined for the purpose of issuance in a single issue of $8,235,000 General Obligation Bonds as hereinafter set forth; and WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the above mentioned Bonds were heretofore sold at public sale and action should now be taken to issue said Bonds conforming to the terms and conditions of the best bid received at the advertised public sale. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: • "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. • "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant or such person's subrogee. • "Blanket Issuer Letter of Representations" shall mean the Representation Letter from the Issuer to DTC, with respect to the Bonds. • "Bond Fund" shall mean the fund created in Section 3 of this Resolution. • "Bonds" shall mean $8,235,000 Taxable General Obligation Bonds, Series 2020B, authorized to be issued by this Resolution. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. • "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate approved under the terms of this Resolution and to be executed by the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. • "Current Refunded Portion" shall mean $2,230,762.44 of the Bonds to refund the Refunded Bonds. 6 Page 271 of 422 • "Depository Bonds " shall mean the Bonds as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. • "DTC" shall mean The Depository Trust Company, New York, New York, which will act as security depository for the Bond pursuant to the Representation Letter. • "Issuer" and "City" shall mean the City of Waterloo, State of Iowa. • "New Money Portion" shall mean $5,971,139.61 of the bonds issued to pay the costs of the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi -family housing assistance; the renovation, construction, improvement and equipping of the golf course and the construction, renovation and improvement of airport facilities, parking lots, and acquisition of related airport equipment; the reconstruction, renovation, remodeling, improvement, equipping and repairing of Downtown Parking Garages and ramps; acquisition of properties for commercial or residential development; improvement to and equipping of Young Arena; and funding of the Red Cedar Initiative to promote business development; purpose(s). the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi -family housing assistance; the renovation, construction, improvement and equipping of the golf course and the construction, renovation and improvement of airport facilities, parking lots, and acquisition of related airport equipment; the reconstruction, renovation, remodeling, improvement, equipping and repairing of Downtown Parking Garages and ramps; acquisition of properties for commercial or residential development; improvement to and equipping of Young Arena; and funding of the Red Cedar Initiative to promote business development; aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Urban Renewal and Redevelopment Area, the Crossroads Urban Renewal Area, the Martin Road Development Area, the Northeast Site Urban Renewal Area and the Rath Area Redevelopment Area, such as those costs associated with acquisitions of properties and related demolition and clearance activities, grants to private developers, and the improvement, reconstruction, equipping and repair of the Sullivan Convention Center. • "Participants" shall mean those broker -dealers, banks and other financial institutions for which DTC holds Bonds as securities depository. • "Paying Agent" shall mean UMB Bank, N.A., or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same shall become due. • "Project" shall mean the costs of the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi -family 7 Page 272 of 422 housing assistance, and refunding or refinancing outstanding indebtedness of the City, including General Obligation Bonds, Taxable Series 2012C, dated July 25, 2012; the renovation, construction, improvement and equipping of the golf course and the construction, renovation and improvement of airport facilities, parking lots, and acquisition of related airport equipment; the reconstruction, renovation, remodeling, improvement, equipping and repairing of Downtown Parking Garages and ramps; acquisition of properties for commercial or residential development; improvement to and equipping of Young Arena; and funding of the Red Cedar Initiative to promote business development; aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Urban Renewal and Redevelopment Area, the Crossroads Urban Renewal Area, the Martin Road Development Area, the Northeast Site Urban Renewal Area and the Rath Area Redevelopment Area, such as those costs associated with acquisitions of properties and related demolition and clearance activities, grants to private developers, and the improvement, reconstruction, equipping and repair of the Sullivan Convention Center. • "Project Fund" shall mean, as to the New Money Portion, the fund established under this Resolution for the deposit of a portion of the proceeds to pay the costs of the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi -family housing assistance; the renovation, construction, improvement and equipping of the golf course and the construction, renovation and improvement of airport facilities, parking lots, and acquisition of related airport equipment; the reconstruction, renovation, remodeling, improvement, equipping and repairing of Downtown Parking Garages and ramps; acquisition of properties for commercial or residential development; improvement to and equipping of Young Arena; and funding of the Red Cedar Initiative to promote business development; purpose(s). the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi -family housing assistance; the renovation, construction, improvement and equipping of the golf course and the construction, renovation and improvement of airport facilities, parking lots, and acquisition of related airport equipment; the reconstruction, renovation, remodeling, improvement, equipping and repairing of Downtown Parking Garages and ramps; acquisition of properties for commercial or residential development; improvement to and equipping of Young Arena; and funding of the Red Cedar Initiative to promote business development; aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Urban Renewal and Redevelopment Area, the Crossroads Urban Renewal Area, the Martin Road Development Area, the Northeast Site Urban Renewal Area and the Rath Area Redevelopment Area, such as those costs associated with acquisitions of properties and related demolition and clearance activities, grants to private developers, and the improvement, reconstruction, equipping and repair of the Sullivan Convention Center. As to the Current Refunded Portion, "Project Fund" shall mean the portion of the proceeds that will be used, together with interest earnings thereon, to pay the principal, interest and redemption premium, if any, on the Refunded Bonds. 8 Page 273 of 422 • "Refunded Bonds" shall mean $2,225,000 of the $5,205,000 Taxable General Obligation Bonds, Series 2012C, dated July 25, 2012. • "Registrar" shall mean UMB Bank, N.A. of Des Moines, Iowa, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds. • "Resolution" shall mean this resolution authorizing the Bonds. • "Treasurer" shall mean the Chief Financial Officer or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bonds issued hereunder. Section 2. Levy and Certification of Annual Tax; Other Funds to be Used. a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the Bonds hereinafter authorized to be issued, there is hereby levied for each future year the following direct annual tax on all of the taxable property in the City of Waterloo, State of Iowa, to -wit: FISCAL YEAR (JULY 1 TO JUNE 30) AMOUNT YEAR OF COLLECTION $867,026.19 2020/2021 $871,552.50 2021/2022 $876,990.00 2022/2023 $877,240.00 2023/2024 $627,365.00 2024/2025 $995,490.00 2025/2026 $1,053,927.50 2026/2027 $560,495.00 2027/2028 $557,770.00 2028/2029 $564,450.00 2029/2030 $565,355.00 2030/2031 $565,545.00 2031/2032 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2020 will be collected during the fiscal year commencing July 1, 2021.) b) Resolution to be Filed With County Auditor. A certified copy of this Resolution shall be filed with the Auditor of Black Hawk County, Iowa and the Auditor is hereby instructed in and for each of the years as provided, to levy and assess the tax hereby authorized in Section 2 of this Resolution, in like manner as other taxes are levied and assessed, and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected, and when collected be used for the 9 Page 274 of 422 purpose of paying principal and interest on said Bonds issued in anticipation of the tax, and for no other purpose whatsoever. c) Additional City Funds Available. Principal and interest coming due at any time when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 3. Bond Fund. Said tax shall be assessed and collected each year at the same time and in the same manner as, and in addition to, all other taxes in and for the City, and when collected they shall be converted into a special fund within the Debt Service Fund to be known as the "2020B GENERAL OBLIGATION BOND FUND NO. 2" (the "Bond Fund"), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 4. Application of Bond Proceeds. Proceeds of the Bonds, other than accrued interest except as may be provided below, shall be credited to the Project Fund and expended therefrom for the purposes of issuance. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution. Proceeds invested shall mature before the date which the moneys are required for payment of principal and interest on the Refunded Bonds. Accrued interest, if any, shall be deposited in the Bond Fund. Section 5. Investment of Bond Fund Proceeds. All moneys held in the Bond Fund, provided for by Section 3 of this Resolution shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2019, as amended, or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, 2019, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Bonds as herein provided. Section 6. Bond Details, Execution and Redemption. a) Bond Details. Taxable General Obligation Bonds of the City in the amount of $8,235,000, shall be issued pursuant to the provisions of Sections 384.25, 384.26, 384.28 and 403.12 of the Code of Iowa for the aforesaid purposes. The Bonds shall be designated "TAXABLE GENERAL OBLIGATION BOND, SERIES 2020B", be dated -10- Page 275 of 422 June 29, 2020, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2020, and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided. The Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Bond. The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: Principal Interest Maturity Amount Rate June 1st $760,000 1.250% 2021 $765,000 1.250% 2022 $780,000 1.250% 2023 $790,000 1.250% 2024 $550,000 1.250% 2025 $925,000 1.250% 2026 $995,000 1.350% 2027 $515,000 1.500% 2028 $520,000 1.600% 2029 $535,000 1.700% 2030 $545,000 1.800% 2031 $555,000 1.900% 2032 b) Redemption. i. Optional Redemption. Bonds maturing after June 1, 2026, may be called for optional redemption by the Issuer on that date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All Bonds 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. Written notice will be deemed completed upon transmission to the owner of record. If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the -11- Page 276 of 422 registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. c) Urban Renewal Purposes. The Bonds are hereby declared to be issued, in part, for essential public and governmental purposes for qualified urban renewal projects. The Bonds shall recite in substance that they have been issued, in part, by the City in connection with an urban renewal project as defined by Chapter 403 of the Code of Iowa, and in any suit, action or proceeding involving the validity or enforceability of any bond issued hereunder or the security therefor, such Bond shall be conclusively deemed to have been issued for such purpose and such project shall be conclusively deemed to have been planned, located and carried out in accordance with the provisions of Chapter 403 of the Code of Iowa. Section 7. Issuance of Bonds in Book -Entry Form; Replacement Bonds. a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of Depository Bonds for Bonds in Authorized Denominations, the Bonds shall be issued as Depository Bonds in denominations of the entire principal amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount). The Bonds must be registered in the name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any Bonds registered in the name of Cede & Co. will be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Bonds at the address indicated or in the Representation Letter. b) The Bonds will be initially issued in the form of separate single authenticated fully registered bonds in the amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of the Bonds will be registered in the registry books of the UMB Bank, N.A. kept by the Paying Agent and Registrar in the name of Cede & Co., as nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions to be redeemed, giving any notice permitted or required to be given to registered owners of Bonds under the Resolution of the Issuer, registering the transfer of Bonds, obtaining any consent or other action to be taken by registered owners of the Bonds and for other purposes. The Paying Agent, Registrar and the Issuer have no responsibility or obligation to any Participant or Beneficial Owner of the Bonds - 12 - Page 277 of 422 under or through DTC with respect to the accuracy of records maintained by DTC or any Participant; with respect to the payment by DTC or Participant of an amount of principal or redemption price of or interest on the Bonds; with respect to any notice given to owners of Bonds under the Resolution; with respect to the Participant(s) selected to receive payment in the event of a partial redemption of the Bonds, or a consent given or other action taken by DTC as registered owner of the Bonds. The Paying Agent and Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to Cede & Co. in accordance with the Representation Letter, and all payments are valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum paid. DTC must receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Issuer to make payments of principal of and premium, if any, and interest. Upon delivery by DTC to the Paying Agent and Registrar of written notice that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to the new nominee in accordance with this Section. c) In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds certificates, the Issuer may notify DTC and the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability through DTC of Bonds certificates. The Bonds will be transferable in accordance with this Section. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent and Registrar and discharging its responsibilities under applicable law. In this event, the Bonds will be transferable in accordance with this Section. d) Notwithstanding any other provision of the Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on the Bond and all notices must be made and given, respectively to DTC as provided in the Representation letter. e) In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Paying Agent and Registrar with respect to a consent or other action to be taken by Bondholders, the Issuer or the Paying Agent and Registrar, as the case may be, shall establish a record date for the consent or other action and give DTC notice of the record date not less than 15 calendar days in advance of the record date to the extent possible. Notice to DTC must be given only when DTC is the sole Bondholder. f) The Representation Letter is on file with DTC and sets forth certain matters with respect to, among other things, notices, consents and approvals by Bondholders and payments on the Bonds. The execution and delivery of the Representation Letter to DTC by the Issuer is ratified and confirmed. g) In the event that a transfer or exchange of the Bonds is permitted under this Section, the transfer or exchange may be accomplished upon receipt by the Registrar from the registered owners of the Bonds to be transferred or exchanged and appropriate - 13 - Page 278 of 422 instruments of transfer. In the event Bond certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other securities depository as holder of all the Bonds, the provisions of the Resolution apply to, among other things, the printing of certificates and the method or payment of principal of and interest on the certificates. Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Bonds in accordance with and as such interests may appear with respect to such book entries. h) The officers of the Issuer are authorized and directed to prepare and furnish to the purchaser, and to the attorneys approving the legality of Bonds, certified copies of proceedings, ordinances, resolutions and records and all certificates and affidavits and other instruments as may be required to evidence the legality and marketability of the Bonds, and all certified copies, certificates, affidavits and other instruments constitute representations of the Issuer as to the correctness of all stated or recited facts. Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. a) Registration. The ownership of Bonds may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Bonds, and in no other way. UMB Bank, N.A. is hereby appointed as Bond Registrar under the terms of this Resolution and under the provisions of a separate agreement with the Issuer filed herewith which is made a part hereof by this reference. Registrar shall maintain the books of the Issuer for the registration of ownership of the Bonds for the payment of principal of and interest on the Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bonds and in this Resolution. b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Bond (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Bond, -14- Page 279 of 422 and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. f) Non -Presentment of Bonds. In the event any payment check, wire, or electronic transfer of funds representing payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. g) Registration and Transfer Fees. The Registrar may furnish to each owner, at the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish additional Bonds in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so - 15 - Page 280 of 422 mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder thereof or to their designated agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Upon receipt of the final payment of principal, the holder of the Bond shall surrender the Bond to the Paying Agent. Section 11. Execution, Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute the Bonds by their manual or authorized signature and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: 1. A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; 2. A written order of Issuer signed by the Treasurer of the Issuer directing the authentication and delivery of the Bonds to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered bondholder. Section 13. Form of Bond. Bonds shall be printed substantially in the form as follows: "STATE OF IOWA" "COUNTY OF BLACK HAWK" "CITY OF WATERLOO" - 16 - Page 281 of 422 "TAXABLE GENERAL OBLIGATION BOND" "SERIES 2020B" CORPORATE PURPOSE Rate: Maturity: Bond Date: June 29, 2020 CUSIP No.: "Registered" Certificate No. Principal Amount: $ The City of Waterloo, State of Iowa, a municipal corporation 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 (Registration panel to be completed by Registrar or Printer with name of Registered Owner). or registered assigns, the principal sum of (enter principal amount in long form) THOUSAND DOLLARS 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 UMB Bank, N.A., Paying Agent of this issue, or its successor, with interest on the sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2020, and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Bond 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 HOLDERS OF THE BONDS SHOULD TREAT THE INTEREST AS SUBJECT TO FEDERAL INCOME TAXATION. This Bond is issued pursuant to the provisions of Sections 384.25, 384.26,384.28 and 403.12 of the Code of Iowa, for the purpose of paying costs of the acquisition and demolition of dangerous or dilapidated buildings, structures or properties, or funding multi -family housing assistance, and refunding or refinancing outstanding indebtedness of the City, including General Obligation Bonds, Taxable Series 2012C, dated July 25, 2012; the renovation, construction, improvement and equipping of the golf course and the construction, renovation and improvement of airport facilities, parking lots, and acquisition of related airport equipment; the reconstruction, renovation, remodeling, improvement, equipping and repairing of Downtown Parking Garages and ramps; acquisition of properties for commercial or residential development; improvement to and equipping of Young Arena; and funding of the Red Cedar Initiative to promote business development; aiding in the planning, undertaking and carrying out of urban renewal projects - 17 - Page 282 of 422 under the authority of Chapter 403 and the Urban Renewal Plans for the Downtown Waterloo Urban Renewal and Redevelopment Area, the Crossroads Urban Renewal Area, the Martin Road Development Area, the Northeast Site Urban Renewal Area and the Rath Area Redevelopment Area, such as those costs associated with acquisitions of properties and related demolition and clearance activities, grants to private developers, and the improvement, reconstruction, equipping and repair of the Sullivan Convention Center. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Bonds maturing after June 1, 2026, may be called for optional redemption by the Issuer and paid before maturity on said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All bonds 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. Written notice will be deemed completed upon transmission to the owner of record. If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by UMB Bank, N.A., the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, 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 Bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform - 18 - Page 283 of 422 Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. This Bond and the series of which it forms has been issued by the City, in part, in connection with one or more urban renewal projects as defined in Chapter 403 of the Code of Iowa, and in any suit, action or proceeding involving the validity or enforceability of any bond issued hereunder or the security therefor, such Bond shall be conclusively deemed to have been issued, in part, for such purpose and such project(s) shall be conclusively deemed to have been planned, located and carried out in accordance with the provisions of Chapter 403 of the Code of Iowa. 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 Bond, have been existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this Bond as the same will respectively become due; that such taxes have been irrevocably pledged for the prompt payment hereof, both principal and interest; and the total indebtedness of the Issuer including this Bond, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, UMB Bank, N.A., Des Moines, Iowa. Date of authentication: This is one of the Bonds described in the within mentioned Resolution, as registered by UMB Bank, N.A. UMB BANK, N.A., Registrar By: Authorized Signature Registrar and Transfer Agent: UMB Bank, N.A. Paying Agent: UMB Bank, N.A. SEE REVERSE FOR CERTAIN DEFINITIONS (Seal) (Signature Block) CITY OF WATERLOO, STATE OF IOWA - 19 - Page 284 of 422 By: (manual or facsimile signature) Quentin Hart, Mayor ATTEST: By: (manual or facsimile signature) Kelley Felchle, City Clerk (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) or bond(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. - 20 - Page 285 of 422 INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Corporation Partnership Trust *If the Bond 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 Bond, 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) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST (End of form of Bond) Section 14. Closing Documents. The Mayor and City Clerk are authorized and directed to execute, attest, seal and deliver for and on behalf of the City any other additional certificates, documents, or other papers and perform all other acts, including without limitation the execution of all closing documents, as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 15. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the Bonds. Section 16. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part of this Resolution and made a part hereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the -21 - Page 286 of 422 Continuing Disclosure Certificate. For purposes of this section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. Section 17. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 18. Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this 15th day of June, 2020. ATTEST: Kelley Felchle, City Clerk Quentin Hart, Mayor - 22 - Page 287 of 422 EXHIBIT "A" Refunded Bonds Principal Interest Maturity Amount Rate June 1st $295,000 2.200% 2021 $300,000 2.450% 2022 $310,000 2.750% 2023 $320,000 3.000% 2024 $325,000 3.100% 2025 $335,000 3.250% 2026 $340,000 3.500% 2027 Bonds will be redeemed on July 3, 2020. Page 288 of 422 STATE OF IOWA COUNTY OF BLACK HAWK CERTIFICATE ) ) SS ) I, the undersigned City Clerk of the City of Waterloo, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council 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 Council 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 Council pursuant to the local rules of the Council 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 City offices as indicated therein, that no Council 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 Council hereto affixed this day of , 2020. (SEAL) Kelley Felchle, City Clerk, City of Waterloo, State of Iowa Page 289 of 422 CITY OF WATERLOO Council Communication Resolution approving a Professional Services Agreement with I & S Group, Inc., of Waterloo, Iowa, in the amount of $25,000, in conjunction with the Five Sullivan Brothers Convention Center Skywalk Improvements, and authorizing the Mayor to execute said document. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date Building Department Even, LeAnn Approved 6/10/2020 - 3:09 PM ATTACHMENTS: Description Type ❑ Service Agreement Backup Material SUBJECT: Submitted by: Resolution approving a Professional Services Agreement with I & S Group, Inc., of Waterloo, Iowa, in the amount of $25,000, in conjunction with the Five Sullivan Brothers Convention Center Skywalk Improvements, and authorizing the Mayor to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director Recommended Action: Approval Summary Statement: Scope of work - see attached Expenditure Required: G.O. Bonds - Five Sullivan Center Page 290 of 422 *AIA Document B101" - 2017 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the (In words, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: (Name, legal status, address and other information) City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Telephone Number: 319-291-4311 Fax Number: 319-291-4286 and the Architect: (Name, legal status, address and other information) 1 & S Group, Inc. (ISG) 314 East 4th Street Waterloo, IA 50703 Telephone Number: 319-234-1515 for the following Project: (Name, location and detailed description) 5 Sullivan Brothers Convention Center 2020 Skywalk Improvements, Waterloo, IA. The Owner and Architect agree as follows. ARCHITECT ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document B101 TM —2017, Copyright @ 1974,1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA* Document is pratactvd ay U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution ul this AiA" Document, or any portion of lt, may result In severe civil and criminal penalties, a,td will be prosecuted to the maximum extent possible under the taw. This document was produced by AIA software at 12:31:48 ET an 03/20/2020 under Order No.2887812444 which expires an 07/12/2020, and is not for resale, Uaar Notes: (1397113673) 1 Page 291 of 422 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECTS BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORT( T COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution.') § 1.1.1 The Owner's program for the Project: (Insert the Owner's program, identify documentation that establishes the Owner's program, or state the manner in which the program will be developed.) Unknown. § 1.1.2 The Project's physical characteristics: (Identify or describe pertinent information about the Project's physical characteristics, such as size; location; dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc.) Unknown. § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6,1: (Provide total and, if known, a line item breakdown.) Unknown. § 1.1.4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: AtA Document 8101' —2017. Copyright ®1974, 1978, 1987, 1997, 2007 and 2017 by The American institute of Architects. All rights reserved. WARNING: This init. AIA, Document is protected by U.S, Copyright Law and International Treaties. Unauthorised reproduction or distribution of this AIM' Document, or any portion of it, may result In severe civil and criminal penalties, and will ba prosecuted to the maximum extent possible under the law- This document was l produced by AIA software at 12:31:48 ET an 0312012020 under Order No.2887812444 which expires on 07/12/2020, and Is not far resale. User Notes: (1397113673) 2 Page 292 of 422 Not yet determined. ,2 Construction commencement date: Not yet determined. .3 Substantial Completion date or dates: Not yet determined. .4 Other milestone dates: § 11.5 The Owner intends the following procurement and delivery method for the Project: (Identify ntethod such as competitive bid or negotiated contract, as well as any requirements for accelerated or fast -track design and construction, multiple bid packages, or phased construction) Competitive bidding. § 1.1.6 The Owner's anticipated Sustainable Objective for the Project: (Ident and describe the Owner's Sustainable Objective for the Project, if any.) N/A. § 1.1.6.1 If the Owner identifies a Sustainable Objective, the Owner and Architect shall complete and incorporate AIA Document E204TM2017, Sustainable Projects Exhibit, into this Agreement to define the terms, conditions and services related to the Owner's Sustainable Objective. If E204-2017 is incorporated into this agreement, the Owner and Architect shall incorporate the completed E204-2017 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.7 The Owner identifies the following representative in accordance with Section 5.3: (List name, address, and other contact information) Quentin Hart, Mayor 715 Mulberry Street Waterloo, IA 50703 319-291-4311 § 1.1.8 The persons or entities, in addition to the Owner's representative, who are required to review the Architect's submittals to the Owner are as follows: (List name, address, and other contact information) § 1.1.9 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information) .1 Geotechnical Engineer: None to date. AIA Document B101 "' — 2017. Copyright ©1974, 1978, 1987,1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIM' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAm 'Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extant possible under the law. This document was t produced by AIA software at 12:31:48 ET an 03/20/2020 under order No.2887812444 which expires on 0711212020, and is not tor resale. User Notes: (1397113673) 3 Page 293 of 422 .2 Civil Engineer: 1 & S Group, Inc. (ISG) 314 East 4th Street Waterloo, IA 50703 .3 Other, if any: (List any other consultants and contractors retained by the Owner.) § 1.1.10 The Architect identifies the following representative in accordance with Section 2.3: (List name, address, and other contact information.) Nathan Compton 314 East 4th Street Waterloo, IA 50703 Telephone Number: 319-234-1515 § 1.1.11 The Architect shall retain the consultants identified in Sections 1.1. 1 1.1 and 1.1.11.2: (List name, legal status, address, and other contact information.) § 1.1.11.1 Consultants retained under Basic Services: .1 Structural Engineer: I & S Group, Inc. (ISG) 314 East 4th Street Waterloo, IA 50703 .2 Mechanical Engineer: i & S Group, Inc. (ISG) 314 East 4th Street Waterloo, Lk 50703 .3 Electrical Engineer: I & S Group, Inc. (15G) 314 East 4th Street Waterloo, IA 50703 § 1.1.11.2 Consultants retained under Supplemental Services: None to date. AIA Document B101 ni —2017. Copyright©1974, 1978, 1987, 1997, 2007 and 2017 byThe American Institute of Architects. All rights reserved. WARNING: This Init. AIA• Document is protected by U.S. Copyright Law and international Treaties. ttnautharizud reproduction or distribution of this AIA• Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent poegibte under the law. This document was 1 produced by AIA software at 12:31:48 ET an 03/20/2020 under Order No.2687812444 which expires on 07112/2020, and Is not for resale. User Notes: (1397113673) 4 Page 294 of 422 § 1.1.12 Other Initial Information on which the Agreement is based: § 1,2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the Architect's services, schedule for the Architect's services, and the Architect's compensation. The Owner shall adjust the Owner's budget for the Cost of the Work and the Owner's anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial information. § 1,3 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203TM-2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203TM-2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202Tm-2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide professional services as set forth in this Agreement. The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement, or shall cause such services to be performed by appropriately licensed design professionals. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shalt perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgrnent with respect to this Project. § 2.5 The Architect shall maintain the following insurance until termination of this Agreement. If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect as set forth in Section 11.9. § 2.5.1 Commercial General Liability with policy limits of not less than One Million Dollars and Zero Cents ($1,000,000.00) for each occurrence and Two Million Dollars and Zero Cents ($ 2,000,000.00) in the aggregate for bodily injury and property damage. § 2.5.2 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Architect with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000,00) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. § 2.5.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under AIA Document B101 -.2017. Copyright 01974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. ALAI Document is protected by U.S. Copyright Law and International Treaties. Unauthorised reproduction or distribution of this AIAe Document, or any portion of it, may result In severe civil and criminal penaIllas, and will be prosecuted to the maximum extant possible under the law. This document was 1 produced by AIA software at 12:31:48 ET on 03/20/2020 under Order No.2887812444 which expires on 07/12/2020, and is not for resale. User Notes: (1397113673) 5 Page 295 of 422 Sections 2,5.1 and 2.5.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 2.5.4 Workers' Compensation at statutory limits. § 2.5.5 Employers' Liability with policy limits not less than One Million Dollars and Zero Cents ($ 1,000,000.00) each accident, One Million Dollars and Zero Cents ($ 1,000,000.00 ) each employee, and One Million Dollars and Zero Cents ($ 1,000,000.00) policy limit. § 2,5.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than Three Million Dollars and Zero Cents ($ 3,000,000.00) per claim and Three Million Dollars and Zero Cents ($ 3,000,000.00 ) in the aggregate. § 2.5.7 Additional Insured Obligations. To the fullest extent permitted by law, the Architect shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Architect's negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. § 2.5.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.5. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in this Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Supplemental or Additional Services. § 3,1.1 The Architect shall manage the Architect's services, research applicable design criteria, attend Project meetings, communicate with members of the Project team, and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants. The Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of, services and information furnished by the Owner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission, or inconsistency in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services. The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner's approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the conunencement of construction. § 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution, or for the Owner's acceptance of non -conforming Work, made or given without the Architect's written approval. § 3.1.5 The Architect shall contact governmental authorities required to approve the Construction Documents and entities providing utility services to the Project. The Architect shall respond to applicable design requirements imposed by those authorities and entities, § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. AIA Document aim n —2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA, Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result in aevern civil and criminal penalties, and will be prosecuted to the maximum extent possible under 1he law. This document was 1 produced by AIA software at 12:31:4E1 ET on 03120/2020 under Order No.2887812444 which expires on 07!12/2020. and Is not for resale. User Notes: (1397113673) 6 Page 296 of 422 § 3.2 Schematic Design Phase Services § 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. § 3.2,2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, the proposed procurement and delivery method, and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present, for the Owner's approval, a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider sustainable design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain more advanced sustainable design services as a Supplemental Service under Section 4.1.1. § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule, and budget for the Cost of the Work. § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval. § 3.3 Design Development Phase Services § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and other appropriate elements. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish, in general, their quality levels. § 3.3.2 The Architect shall update the estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner's approval, § 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the AIA Document 6101 n' —2017. Copyright@ 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA, Document is protected by U.S. Copyright taw and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extant possible under the law. This document was i produced by AIA software at 12:31:48 ET an 03/20/2020 under Order No.2887812444 which expires on 07/12(2020, and Is riot for resale, User Notes: (1397113673) 7 Page 297 of 422 further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria of materials and systems and other requirements for the construction of the Work, The Owner and Architect acknowledge that, in order to perform the Work, the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. § 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1) procurement information that describes the time, place, and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications, and may include bidding requirements and sample forms. § 3.4.4 The Architect shall update the estimate for the Cost of the Work prepared in accordance with Section 6.3. § 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner's approval. § 3.5 Procurement Phase Services § 3.5.1 General The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and, (4) awarding and preparing contracts for construction. § 3.5.2 Competitive Bidding § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by: .1 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre -bid conference for prospective bidders; if necessary, .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda; and, .4 organizing and conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 3.5.2.3 If the Bidding Documents permit substitutions, upon the Owner's written authorization, the Architect shall, as an Additional Service, consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all prospective bidders. (Paragraphs deleted) § 3.6 Construction Phase Services § 3.6.1 General § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201TM-2017, General Conditions of the Contract for Construction. If the Owner and Contractor modify AIA Document A201-2017, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The AIA Document 6101711 —2017. Copyright el 1974, 1978, 1987,1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: Thls init. AIA6 Document is protected by U.S. Copyright Law and Intamatienal Treaties. Unauthorized reproduction or distribution of thle AIA Document, or any portlon of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was i produced by AIA software at 12:31:48 ET on 0312012020 under Order No.2887812444 which expires on 0711212020, and is not for resale. User Notes: (1397113673) 8 Page 298 of 422 Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.2 and except as provided in Section 3.6.6.5, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.6.2 Evaluations of the Work § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.2.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. § 3,6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work, § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of, and reasonably inferable from, the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6,2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined in AIA Document A201-2017, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 Certificates for Payment to Contractor § 3.6.31 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) results of subsequent tests and inspections, (3) correction of minor deviations from the Contract Documents prior to completion, and (4) specific qualifications expressed by the Architect. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, AIA Document 0101 TM —2017. Copyright 41974,1978,1987,1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. MA* Document Is proteCSed by U.S, Copyright Lew and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extant possible under the law. This document Was produced by AIA software at 12:31:48 ET an 03/20/2020 under Order No 2887812444 which expires on 07/1212020, and is not for resale. User Notes: (1397113673) 9 Page 299 of 422 or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 Submittals § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval of the schedule. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time, in the Architect's professional judgment, to permit adequate review. § 3.6.4.2 The Architect shall review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials, or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review and take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the Contractor's design professional, provided the submittals bear such professional's seal and signature when submitted to the Architect. The Architect's review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect shall be entitled to rely upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to Section 4.2, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth, in the Contract Documents, the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to the requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 3.6.5 Changes in the Work § 3.6.5.1 The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to Section 4.2, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 Project Completion § 3.6.6.1 The Architect shall: .1 conduct inspections to determine the date or dates of' Substantial Completion and the date of final completion; .2 issue Certificates of Substantial Completion; .3 forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and received from the Contractor; and, AIA Document 8101 "' —2017. Copyright ©1974, 1978, 1987, 1997,2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This init. AIA* document is protected by U.S, Copyright Law and International Treatise. Unauthorized reproduction or distribution or thla AIA* Document. or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under She law. This document was 1 produced by A1A software at 12:31:48 ET on 03/20,2020 under Order No.21387812444 which expires on 0711212020, and Is not for resale. User Notes: (1397113673) 10 Page 300 of 422 .4 issue a final Certificate for Payment based upon a final inspection indicating that, to the best of the Architect's knowledge, information, and belief, the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected, § 3.6,6.3 When Substantial Completion has been achieved, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens, or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents. § 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4,1.1 The services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Supplemental Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. Unless otherwise specifically addressed in this Agreement, if neither the Owner nor the Architect is designated, the parties agree that the listed Supplemental Service is not being provided for the Project. (Designate the Architect's Supplemental Services and the Owner's Supplemental Services required for the Project by indicating whether the Architect or Owner shall be responsible for providing the identified Supplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement.) Supplemental Services Responsibility (Architect, Owner, or not provided) § 4.1.1.1 Programming L Not Provided — An Additional Service § 4.1.1.2 Multiple preliminary designs Architect — In Base Fee § 4.1.1.3 Measured drawings Not Provided — An Additional Service § 4.1.1.4 Existing facilities surveys Not Provided — An Additional Service § 4.1.1,5 Site evaluation and planning Architect — In Base Fee § 4.1,1.6 Building Information Model management responsibilities Not Provided — An Additional Service § 4,1.1.7 Development of Building Information Models for post construction use Not Provided — An Additional Service § 4,1.1.8 Civil engineering Architect — In Base Fee § 4.1.1.9 Landscape design Architect — In Base Fee § 4.1.1,10 Architectural interior design Architect — In Base Fee § 4.1.1.11 Value analysis Not Provided — An Additional Service § 4.1.1.12 Detailed cost estimating beyond that required in Section 6.3 Not Provided— An Additional Service § 4.1.1.13 On -site project representation Not Provided — An Additional Service § 4.1.1.14 Conformed documents for construction Not Provided — An Additional Service AIA Document 6101's —2017. Copyright 01974, 1978. 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING; This init. AIA• Document Is protected by U.S. Copyright Law end inteniationsi Treaties. unauthorized reproduction or distribution of this AtAs Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was 1 produced by AIA software at 12:31:48 ET on 03120/2020 under Order No.2887812444 which expires on 07/12/2020, and is not for resale User Notes: (1397f13873} 11 Page 301 of 422 Supplemental Services Responsibility (Architect, Owner, or not provided) § 4.1.1.15 As -designed record drawings Not Provided — An Additional Service § 4.1.1.16 As -constructed record drawings Not Provided — An Additional Service § 4.1.1.17 Post -occupancy evaluation Not Provided — An Additional Service § 4.1.1.18 Facility support services Not Provided — An Additional Service § 4.1.1.19 Tenant -related services Not Provided — An Additional Service § 4.1.1.20 Architect's coordination of the Owner's consultants Not Provided — An Additional Service § 4.1.1.21 Telecommunications/data design Architect — In Base Fee § 4.1.1.22 Security evaluation and planning Not Provided — An Additional Service § 4.1.1.23 Commissioning Not Provided — An Additional Service § 4.1.1.24 Sustainable Project Services pursuant to Section 4.1.3 Not Provided — An Additional Service § 4.1.1.25 Fast -track design services Not Provided — An Additional Service § 4,1.1.26 Multiple bid packages Not Provided — An Additional Service § 4.1.1.27 Historic preservation Not Provided — An Additional Service § 4.1.1.28 Furniture, furnishings, and equipment design Architect — (Under separate Form of Proposal from general contract for bidding; fee to be determined per Furniture Sliding Fee Schedule) § 4.1.1.29 Inventory of Existing Furniture, Furnishings & Equipment Not Provided — An Additional Service § 4.1.1.30 Assisting/Coordination of Furniture/Furnishings when not under contract or by purchase order with Owner. Not Provided — An Additional Service § 4.1.1.31 Furniture Preliminary Design for budget purposes when not under contract or by purchase order with Owner. Not Provided — An Additional Service § 4.1.1.3229 Other services provided by specialty Consultants Not Provided — An Additional Service § 4.1.1.33 Other Supplemental Services Not Provided — An Additional Service (Row deleted) § 4.1.2 Description of Supplemental Services § 4,1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect's responsibility is provided below. (Paragraph deleted) See Exhibit "A" for detailed description of additional services. § 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is provided below. See Exhibit "A" for detailed description of additional services. § 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Architect shall provide, as a Supplemental Service, the Sustainability Services required in AIA Document E204Tt4-2017, Sustainable Projects Exhibit, attached to this Agreement. The Owner shall compensate the Architect as provided in Section 11.2. § 4.2 Architect's Additional Services The Architect may provide Additional Services after execution of this Agreement without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this AIA Document B101 "'-2017_ Copyright01974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARMING: This Init. AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorised reproduction or distribution of this AIAe Document, or any 12 portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was 1 produced by AIA software at 12:31:48 ET on 0312012020 under Order No 2887812444 which expires on 0711212020, and Is not for resale. User Notes: (1397113673) Page 302 of 422 Section 4,2 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.2.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following Additional Services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the enactment or revision of codes, laws, or regulations, including changing or editing previously prepared Instruments of Service; .3 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b) contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the applicable standard of care; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital models or other design documentation for transmission to the Owner's consultants and contractors, or to other Owner -authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for, and attendance at, a public presentation, meeting or hearing; .8 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .9 Evaluation of the qualifications of entities providing bids or proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or, .11 Assistance to the Initial Decision Maker, if other than the Architect. § 4.2.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon receipt of the Architect's notice, the Owner determines that all or parts of the services are not required, the Owner shall give prompt written notice to the Architect of the Owner's determination. The Owner shall compensate the Architect for the services provided prior to the Architect's receipt of the Owner's notice. .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule approved by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner -provided information, Contractor -prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; or, .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom. § 4.2.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 Unlimited ( Unlimited ) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractor .2 Bi-weekly (Bi-weekly ) visits to the site by the Architect during construction .3 Three ( 3 ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 One (1) inspections for any portion of the Work to determine final completion and one year-end warranty inspection. AIA Document B101111-2017. Copyright© 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects, All rights reserved. WARNING: This Init. AIA` Document la protected by Us. Copyright Law and International Treaties, Unauthorized reproduction or dletrIbutton of this AIA°1 Document, or any 13 portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent passible under the• low. This document was 1 produced by AFA software at 12:31:48 ET on 0312012020 under Order No 2887912444 which expires on 0711212020, and Fs not for resale. User Notes: (1397113673) Page 303 of 422 § 4.2.4 Except for services required under Section 3.6.6,5 and those services that do not exceed the limits set forth in Section 4.2.3, Construction Phase Services provided more than 60 days after (1) the date of Substantial Completion of the Work or (2) the initial date of Substantial Completion identified in the agreement between the Owner and Contractor, whichever is earlier, shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing those Construction Phase Services. § 4.2.5 If the services covered by this Agreement have not been completed within Twenty-four ( 24) months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program, which shall set forth the Owner's objectives; schedule; constraints and criteria, including space requirements and relationships; flexibility; expandability; special equipment; systems; and site requirements. § 5.2 The Owner shall establish the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner's other costs; and, (3) reasonable contingencies related to all of these costs. The Owner shall update the Owner's budget for the Project as necessary throughout the duration of the Project until final completion. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.4 The Owner shall fumish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions, and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 5.5 The Owner shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil hearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.6 The Owner shall provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1, § 5.7 If the Owner identified a Sustainable Objective in Article I, the Owner shall fulfill its responsibilities as required in AIA Document E204T_2017, Sustainable Projects Exhibit, attached to this Agreement. § 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect, Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated as the responsibility of the Architect in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. § 5.9 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials, Init. AIA Document 8101 "' —2017. Copyright01974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIM Document is protected by U,S. Copyright Law and International Treatise. Unauthorized reproduction or distribution of tnit AIM Uoctimant, or any 14 portion of It, may result In severe civil and crlmina! penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:31:48 ET on 03/20/2020 under Order No.2887312444 which expires on 07/12/2020, and is not for resale. User Notes: (1397113673) Page 304 of 422 § 5,10 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any Lime for the Project to meet the Owner's needs and interests. § 5.11 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service. § 5.12 The Owner shall include the Architect in all communications with the Contractor that relate to or affect the Architect's services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect's consultants shall be through the Architect. § 5.13 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.14 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. § 5.15 Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights. ARTICLE 6 COST OF THE WORT( § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, construction manager's fees, if any, and overhead and profit. The Cost of the Work also includes the reasonable value of labor, materials, and equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work does not include the compensation of the Architect; the costs of the land, rights -of -way, financing, or contingencies for changes in the Work; or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and shall be adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work, and the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work, prepared by the Architect, represent the Architect's judgment as a design professional. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials, or equipment; the Contractor's methods of determining bid prices; or competitive bidding, market, or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work, or from any estimate of the Cost of the Work, or evaluation, prepared or agreed to by the Architect. § 6.3 In preparing estimates of the Cost of Work, the Architect shall be permitted to include contingencies for design, bidding, and price escalation; to determine what materials, equipment, component systems, and types of construction are to he included in the Contract Documents; to recommend reasonable adjustments in the program and scope of the Project; and to include design alternates as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget. The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. If the Owner requires a detailed estimate of the Cost of the Work, the Architect shall provide such an estimate, if identified as the Architect's responsibility in Section 4.1.1, as a Supplemental Service. § 6.4 If, through no fault of the Architect, the Procurement Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. § 6.5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality, or budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments. Init. AIA Document U101 TM —2017. Copyright 651974. 1978, 1987, 1997, 2007 end 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA' tivrtiment is protected by U.S. Copyright Law and International Trestles. IJnatrlhnrirett reproduction .or distribution of this ALA' Document, or any 15 portion of it, may result In severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law Thls document was 1 produced by AIA software at 12:31:48 ET on 03120/2020 under Order No.2867812444 which expires on 07112/2020, and la not for resale. User Notes: (1397113673) Page 305 of 422 § 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or, .5 implement any other mutually acceptable alternative. § 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. If the Owner requires the Architect to modify the Construction Documents because the lowest bona fide bid or negotiated proposal exceeds the Owner's budget for the Cost of the Work due to market conditions the Architect could not reasonably anticipate, the Owner shall compensate the Architect for the modifications as an Additional Service pursuant to Section 11.3; otherwise the Architect's services for modifying the Construction Documents shall be without additional compensation. In any event, the Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 7,2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. § 7,3 The Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations under this Agreement, including prompt payment of all sums due pursuant to Article 9 and Article 11. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub -subcontractors, and suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the Project. lithe Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. AIA Document 8701 ^' —2017. Copyright®1974, 1978,1487, 1997. 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA" Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will bo prosecuted 10 the maximum extent possible under the law. This document was 1 produced by AIA software at 12:35:48 ET on 0312012020 under Order No.2887812444 which expires an 07112/2020, and is not for resale. User Notes: (1397113673) 16 Page 306 of 422 § 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this Agreement. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201-2017, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect shall indemnify and hold the Owner and the Owner's officers and employees harmless from and against damages, losses and judgments arising from claims by third parties, including reasonable attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of the Architect, its employees and its consultants in the performance of professional services under this Agreement. The Architect's duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance coverage . § 8.2 Mediation § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box.) [ ] Arbitration pursuant to Section 8.3 of this Agreement [ X ] Litigation in a court of competent jurisdiction [ ] Other: (Specify) MA Document B101'"' --.2017. Copyright IS 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA� Document Is protected by U.S. Copyright Law and Into metlonel Trestles. Unauthorized reproduction or distribution of this AIA* Document, or any 17 portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum axtant posslbin tinder the law. This document was t produced by AIA software at 12:31:48 ET on 03/2012020 under Order No.2887812444 which expires an 07112/2020, and is not for resale. User Notes: 11397113873) Page 307 of 422 Init. lithe Owner and Architect do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction, (Paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services, Before resuming services, the Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination, § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 lithe Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreementpursuant to Section 9.3, the Owner shall compensate the Architect for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Architect's termination of consultant agreements. § 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the Architect the following fees: (Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee) .1 Termination Fee: .2 Licensing Fee if the Owner intends to continue using the Architect's Instruments of Service: § 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. § 9.9 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 9.7. AIA Document B101"r —2017. Copyright se 1974, 1978.1987, 1997, 2007 and 2017 by The American Institute al Architects. All rights reserved. WARNING: This AIA• Document is protected by U.S. Copyright Law and International Treatise. Union horixed rem nduction ar dlstrIbuhon of this MA* Do umeul, or any 18 portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under tire law. Thls document was produced by AlA software at 12:31:48 ET on 03/2012020 under Order No.2887812444 which expires on 07/1212020, and Is not for resale. User Notes: (1397113673) Page 308 of 422 Init. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction's choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2017, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement, including any payments due to the Architect by the Owner prior to the assignment. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.6.1 The Client agrees, notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, to indemnify and hold harmless the Architect, its officers, partners, employees and subconsultants (collectively, Consultant) from and against any and all claims, suits, demands, liabilities, losses, damages or costs, including reasonable attorneys' fees and defense costs arising out of or in any way connected with the detection, presence, handling, removal, abatement, or disposal of any asbestos or hazardous or toxic substances, products or materials that exist on, about or adjacent to the Project site, whether liability arises under breach of contract or warranty, tort, including negligence, strict liability or statutory liability, regulatory or any other cause of action, except for the sole negligence or willful misconduct of Architect. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. § 10.8 If the Architect or Owner receives information specifically designated as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this Agreement. § 10.8.1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days' notice to the other party, when required by law, arbitrator's order, or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such information to its employees, consultants, or contractors in order to perform services or work solely and exclusively A!A Document 8101 T° —2017. Copyrlghtr6} 1974, 1978, 1987, 1997, 2007 and 2017 by The American Inailtule of Architects, All rights reserved. WARNING: This AIM Document is protected by U.S. Copyright Law and international Treatise. Unauthorized reproduction or distribution.of,thia AIA" Document, or any portion of it, may result In severe civil and criminal penahlus, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:31:48 ET on 03/2012020 under Order No.2887812444 which expires on 07/1212020, and is not for resale. User Notes: (1397113673) Page 309 of 422 Init. for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.8. § 10,9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Agreement. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as follows: Part 1— Roof, Flashing & Doors: Compensation shall be a Fixed Fee of $25,000 based offa current project estimated scope of $200,000. Change orders, 'truly, will be billed at (12.5%). Reimbursable expenses will be billed to the Owner as outlined at 11.8 Compensation and Reimbursable Expenses. If the project scope should dramatically increase, the Architect reserves the right to an increase in professional fees. Said fce to be agreed upon with the Owner. Part 2 — To renovate the Interior Skywalk: (contract to be forthcotning3 (Paragraphs deleted) NOTE: In the event a Construction Manager is part of the project or becomes part of the project, the Architect reserves the right to invoice on items that typically would be part of the Basis Bid (Construction Value) and/or may fall under General Conditions. Such items include, allowances, permit fee(s), temporary facilities, geothermal conductivity test, special inspections, commissioning, utility consumption/connection fees, equipment expense and furnishings. Also to be included as cost of the work would be the construction managers' fees with the exception of their preconstruction phase services See Article 6, Paragraph 6.1 Cost of the Work. Fee Schedule — Furniture (Owner/Contractor Contract and/or by Purchase Orders) (Furniture Projects either done by Owner/Contractor Contract or Purchase Order under $50,000.00 will be billed hourly) 0 50,000 Hourly 50,001 150,000 8.5% 150 001 400.000 7.5% 400,001 900,000 7.0% 900,001 1,200,000 6.5% 1200,001 6.0% Note: When matching and/or coordination of existing furniture, fee schedule will be increased by .5%, § 11.2 For the Architect's Supplemental Services designated in Section 4.1.1 and for any Sustainability Services required pursuant to Section 4.1.3, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation. if necessary, list specific services to which particular methods of compensation apply) See Hourly Rate Table attached as Exhibit "B". § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Architect as follows: AIA Document 13101 'w-2017. Copyright© 1974. 1978, 1987,1997, 2007 and 2017 by The American institute of Architects. All rights reserved. WARNING: This AIA° Document Is protected by U.S. Copyright Law and Inlernatioiiat Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any 20 portion of it, may result in seven civil end criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:31:48 ET on 03f20t2020 under Order No,2887812444 which expires on 07/12/2020, and Is not for resale. User Notes: 0397113873) Page 310 of 422 See Hourly Rate Table attached as Exhibit "B" § 11.4 Compensation for Supplemental and Additional Services of the Architect's consultants when not included in Section 11,2 or 11.3, shall be the amount invoiced to the Architect plus Fifteen percent (15.00%), or as follows: § 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of compensation for each phase of services shall be as follows: Schematic Design Phase Fifteen percent ( 15 %) Design Development Phase Twenty percent ( 20 %) Construction Documents Forty percent ( 40 "/o) Phase Bidding/Negotiations Phase Five percent ( 5 %) Construction Phase Twenty percent ( 20 "/o) Total Basic Compensation one hundred percent ( 100 § 11.6 When compensation identified in Section 11.1 is on a percentage basis, progress payments for each phase of Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner's most recent budget for the Cost of the Work. Compensation paid in previous progress payments shall not be adjusted based on subsequent updates to the Owner's budget for the Cost of the Work. § 11.6.1 When compensation is on a percentage basis and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) Employee or Category Rate ($0.00) See Hourly Rate Table as Exhibit "B". § 11.8 Compensation for Reimbursable Expenses § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets; .3 Permitting and other fees required by authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, and standard form documents; .5 Postage, handling, and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner or required for the Project; .8 If required by the Owner, and with the Owner's prior written approval, the Architect's consultants' expenses of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Architect's consultants; AIA Document B101 Te — 2017. Copyright ©1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA" • Document Is protected by U.S. Copyright Law and Intimations) Treaties. Unauthorized reproduction or distrlbutian of thle AM* Document, or any portion of It, may result in severe civil and criminal penalties, and will be proar,cuted to the maximum extent possible under the lew. This document was f produced by AIA software at 12:31:48 ET on 03120/2020 under Order No.2867812444 which expires on 07112/2020, and Is not for resale, User Notes: (1397113673) 21 Page 311 of 422 .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; .11 Registration fees and any other fees charged by the Certifying Authority or by other entities as necessary to achieve the Sustainable Objective; and, .12 Other similar Project -related expenditures including municipal and/or state plan review costs; .13 Life Cycle Cost Analysis (LCCA) is a process that is on occasion (depending on size) required by the State Fire Marshal and is performed by the MechanicallElectrical Engineer. The engineer will study the existing system and compare to a more efficient system and determine what the cost savings will be. The analysis costs vary depending on the type of system, the square footage and complexity of the study. The average cost to the Owner is between $7,500 and $11,500 to have this analysis performed and will be billed to the Owner by the Architect as a reimbursable cost. .14 Geothermal Test Wells will be billed directly to and paid by the Owner. .15 Additional consultant expenses may include, but are not limited to site survey(s), soil borings etc. These expenses will be billed as a reimbursable expense to the Owner. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus Fifteen percent (15.00 %) of the expenses incurred. § 11.9 Architect's Insurance. if the types and limits of coverage required in Section 2.5 are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect for the additional costs incurred by the Architect for the additional coverages as set forth below: (Insert the additional coverages the Architect is required to obtain in order to satisfy the requirements set forth in Section 2.5, and for which the Owner shall reimburse the Architect) § 11,10 Payments to the Architect § 11.10.1 Initial Payments § 11.10.1.1 An initial payment of Zero ($ 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.10.1.2 Ifs Sustainability Certification is part of the Sustainable Objective, an initial payment to the Architect of if applicable, to be determined ($ ) shall be made upon execution of this Agreement for registration fees and other fees payable to the Certifying Authority and necessary to achieve the Sustainability Certification. The Architect's payments to the Certifying Authority shall be credited to the Owner's account at the time the expense is incurred. § 11,10.2 Progress Payments § 11.10.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid Thirty (30) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon.) 18.00 % Eighteen per annum § 11.10.2.2 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work, unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terns and conditions applicable to this Agreement.) AIA Document B't01' —2017. Copyright©1974, 1978,1987. 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. mike Document is protected by U.S. Copyright Law and International 'Treaties, Unauthorized reproduction or distribution of thin A[A' Document, or any 22 portion at It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was t produced by AIA software at 12:31:48 ET on 03/20/2020 under Order No.2887812444 which expires on 07/1212020, and Is not for resale. Ueer Notes: (1397113073) Page 312 of 422 ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Architect. § 13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B 101 TM_2017, Standard Form Agreement Between Owner and Architect .2 Additional AIA Document: N/A .3 Exhibits: Exhibit "A" — Additional Services Description Exhibit "B" — ISG Hourly Rate Table (Paragraphs deleted) .4 Other documents: N/A § 13.3 To the maximum extent permitted by law, the Client agrees to limit the Architect and his or her subconsultant's liability for the Client's damages to the sum of $50,000.00 or the Design Professional's and his or her subconsultant's fee, whichever is greater. This limitation shall apply regardless of the cause of action or legal theory pled or asserted. This Agreement entered into as of the day and year first written above. OWNER (Signature) Quentin Hart, Mayor AR ITECT (Signature) Nathan Compton, Architect/Project Manager (Printed name and title) (Printed name, title, and license number, if required) AIA Document 8101 TM —2017. Copyright 01974, 1978, 1987, 1997, 2007 and 2017 by The American Instkule of Architects. Ali rights reserved. WARNING: This Init. AIA' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or diatrlbutlon of this AIM Document, or any 23 portion of l>, may mutt In severe civil and criminal penalties, and will be prosecuted to the maximum extent pueslble under the law. This document was t produced by AIA software at 12:31:48 ET on 03/20/2020 under Order No.2887812444 which expires on 07112/2020, and is not for resate. User Notes: (1397113673) Page 313 of 422 EXHIBIT "A" ADDITIONAL SERVICES DESCRIPTIONS 4.1.1.1 Programming To work with the owner, owner's representative(s) and employees to develop a program of spaces, including size and adjacencies, equipment and furnishings. 4.1.1.3 Measured drawings In absence of a reasonable set of building drawings, or if significant changes have been made to the building without architectural drawings, the architect will, on an hourly basis, measure the building(s) for use in the construction documents. 4.1.1.4 Existing facility surveys To tour the existing building for purposes of: • determining its compliance to current codes • determining its structural integrity for future use • determining the condition of systems and materials • determining adequacy for renovation and/or expansion • survey of furniture and equipment At the completion of the survey, provide a report to the owner concerning these items. 4.1.1.6 Building information model management To use Building Information Modeling (BIM) software to prepare documents for the project. This product allows the creation of plans in three dimensions for purposes of providing greater understanding of the various systems and volumes involved in the project. 4.1.1.7 Development of building information models for post construction use To use Building Information Modeling (BIM) to prepare for model to be used post construction for future remodels, wayfinding and mapping, asset/FF & E management, energy management, space management and maintenance management. 4.1.1.11 Value Analysis Evaluate the value of alternative materials, building systems and equipment, together with other considerations based on program, budget and aesthetics. 4.1.1.12 Detailed Cost Estimating To provide a detailed analysis of costs of construction beyond that which is included in the base contract. This detailed estimate would break the project down by categories and provide a complete analysis of construction cost. 4.1.1.13 On -site project representation To provide a full-time person on the job site on all working days in addition to the contractors' representatives. 1 Page 314 of 422 4.1.1.14 Conformed documents for construction To provide an updated set of construction documents modified to include any addenda(s) issued during bidding or negotiation process. 4.1.1.15 As designed record drawings To provide an updated set of construction drawings incorporating all drawing addenda corrections and addition items prior to construction and printing typically five (5) sets for the following: (2 contractor, 1 owner, 1 architect & 1 mechanical/electrical consultant). 4.1.1.16 As -constructed record drawings To memorialize all changes to the original drawings and specifications through addenda, change orders and field changes. An updated set of drawings and specifications will be presented to the owner at the completion of this work. 4.1.1.17 Post occupancy evaluation To conduct a survey of the building and monitor the performance of its systems and materials after they have been in use for a pre -determined time frame. 4.1.1.18 Facility support services (AIA document 210 — 20171 To provide: • Facility Condition Assessment • Facility Performance Assessment • Operations Assessment • Space Management • Maintenance Management • Digital Facility Management Systems 4.1.1.19 Tenant -related services To assist prospective and signed tenants in the design of the build -out of their particular spaces 4.1.1.20 Coordination of Owner's consultants If the owner is providing certain consultants for the project that are not part of the architect's services, additional work will be required to coordinate the work of the consultants. 4.1.1.22 Security Evaluation and Planning To develop plans for security operations, using both hardware and software, for use by the owner in providing on -going security to the building and its occupants. 4.1.1.23 Commissioning At the completion of the project's construction, the building systems will be tested and operated to insure their capacity and functionality in accordance to design specifications. 2 Page 315 of 422 4.1.1.24 Sustainable Proiect Services pursuant to Section 4.1.3 To provide services beyond those detailed in thls contract for investigating products and processes for their use in this building, specifically based on organizational certification with LEED, Energy Star, WELL Building or another organization. 4.1.1.25 Fast -track design services If the Owner determines that construction of the building will be accelerated, requiring construction documents to be issued in stages. 4.1.1.26 Multiple bid packages Assemble multiple bid packages of the construction documents for bidding or negotiations for situations such as project fast tracking or construction management. 4.1.1.27 Historic Preservation To work with the appropriate agencies in either seeking preservation status for a building, or in working on the renovation of a building that is currently listed by the National Trust for Historic Preservation. 4.1.1.29 Inventory of Existing Furniture, Fixtures & Equipment To work with the owner, owner's representative(s) and employees to determine existing furniture, fixtures & equipment inventory. At completion, a report of the inventory will be provided including sizes, quantities and evaluation of items. 4.1.1.30 Assisting/coordination of finishes/furniture when not under contract or by purchase order To work with owner, owner's representative(s), employees or other consultants to assist/coordinate finishes/furniture for design. 4.1.1.31 furniture Preliminary Design for budget purposes when not under contractor by purchase order To work with the owner, owner's representative(s) and employees to determine a list of ideal furniture desired. Preliminary budget figures will be provided along with cost saving concepts including variation of products, finishes, functionality and innovative ideas. 3 Page 316 of 422 Firm 2020 Standard Hourly Rates Rs/tegs f fective as of January I, 2020, and are subject to chat e 04an ortrivaI basks EMPLOYEE TYPE Administrative HOURLY RATE I - IV Architect 1- Senior Architectural Designer - Senior Business Developer - Senior Business Writer $66-124 $109-190 $100-142 $ i 24-180 I - Senior Civil Engineer 1- Senior Civil Designer 1 - Senior Community Resource Planner 1 - Senior Construction Administrator $93-I03 $123-190 $96-138 $112-165 1 - Senior $99- 140 Electrical Engineer - Senior $121-190 Electrical Designer - Senior $99-179 Environmental Scientis-t/Engineer/Specialist 1- Senior GIS Specialist - Senior Graphic Designer 1 - Senior IT Specialist - Senior $109-170 $109-169 $88-108 Interior Designer 1- Senior Land Surveyor - Senior Land Survey Specialist 1- Senior $108-160 $1 10-190 $101-180 $91-I36 EMPLOYEE TYPE HOURLY RATE Landscape Architect 1- Senior Landscape Designer 1- Senior Marketing Consultant/Specialist 1- Senior Mechanical Engineer 1- Senior Mechanical Designer 1- Senior Project Coordinator 1-IV Project Manager 1- Senior Senior Finance Consultant Structural Engineer I - Senior Technical Writer I - Senior Visualization Specialist 1 - Senior Videographer Equipment Expenses 3D Laser Scanner All Terrain Vehicle Drone Mapping Grade GPS Survey Grade GPS/Robotics Traffic Counter $I 17-187 $102-139 $103-160 $121-190 $99- 136 $111-145 $124-181 $160 $118-190 Mileage is billed at the IRS allowable rate Consultant subcontracts are billed at cost +1096 $124-139 $145-168 $124 $63 $25 $125 $19 $56 $II Page 317 of 422 CITY OF WATERLOO Council Communication Resolution approving a Professional Services Agreement with I & S Group, Inc., of Waterloo, Iowa, in the amount of $309,000, in conjunction with the Five Sullivan Brothers Convention Center Addition & Lobby Renovation and authorizing the Mayor to execute said document. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date Building Department Even, LeAnn Approved 6/10/2020 - 3:09 PM ATTACHMENTS: Description Type ❑ Service Agreement Backup Material SUBJECT: Submitted by: Resolution approving a Professional Services Agreement with I & S Group, Inc., of Waterloo, Iowa, in the amount of $309,000, in conjunction with the Five Sullivan Brothers Convention Center Addition & Lobby Renovation and authorizing the Mayor to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director Recommended Action: Approval Summary Statement: Scope of work - see attached Expenditure Required: G.O. Bonds - Five Sullivan Center Page 318 of 422 Init. $AIA Document BIOITM - 2017 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the (In words, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: (Name, legal status, address and other information) City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Telephone Number: 319-291-4311 Fax Number: 319-291-4286 and the Architect: (Name. legal status, address and other information) I & S Group, Inc. (ISG) 314 East 4th Street Waterloo, IA 50703 Telephone Number: 319-234-1515 for the tbllowing Project: (Name, location and detailed description) 5 Sullivan Brothers Convention Center Addition & Lobby Renovation, Waterloo, IA. The Owner and Architect agree as follows. ARCHITECT ADDITIONS AND DELETIONS: The author of this document has added information needed for its complellon. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text Is available from the author and should be reviewed, A vertical line In the left margin of this document Indicates where the author has added necessary Information and where the author has added tom deleted from the original AIA text. This document has Important legal consequences. Consultation with an attorney Is encouraged with respect to Its completion or modification. AtADocumont 6101Tm-2017. Copyright ifs 1974,197e,1907,1997.2007end 2017byThe American institute ofArch€lects,Ali rlghtareamed. HA1rtdlrt( ''bla AIA• Uncumrnt is aroluatad by U.S. Copyright Low nntl Iniemaflonal'rreallr a. LInatiibotixoti reprbdutllon fir dlntrIbutinn nl Ihla AIA rlacutnnnl. <rnn} portion of If, may result in Lavern i:Ii I1 a.nd criminal lranaalea, and will Ito proseuutwi to the maximum axiom linomibla under Um law. This document was produced by AIA software at 16:40:20 ET an 0310312020 under Order No.2897812444 which expires on 0711212020, and Is not for resale. User Notes: f18602264731 1 Page 319 of 422 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 0 COST OF THE WORT{ 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this ,section, insert the information or a statement such as "not applicable" or "unknown al time of execution.') § 1.1.1 The Owner's program for the Project (Insert the Owner's program, identify documentation that establishes the Owner's program, or stale the manner in which the program will be developed) Unknown. § 1.1,2 The Project's physical characteristics: (Identifi) or describe pertinent information abort the Project's physical characteristics, such as size; location; dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc.) Unknown. § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1 (Provide total and, if !mown, a line item breakdown.) Unknown, § 1.1.4 The Owner's anticipated design and construction milestone dates; .1 Design phase milestone dates, if any: AIA Document 81011w — 20 S7. Copyright It11974,1918, 1987,1097, 2007 and 2017 by The American institute of Architects. Ali rights reserved. WARNING, This Init. AIA' flonument Is protected by lf,y, Copyright Liar and Inbrnallonal Treatlee, tlnautho,Insrl rsproductinn or diahhihulion of this AIA 1lueumenl, or any portion of It: may result In severe civil and nrrminal penalties, and will be prosecuted to the maximum extant posaibie under the iaw Thls document was l produced by AIA software at 16:40:20 ET on 0310312020 under Order No.2807812444 which expires on 0711212020, and is not for resale. Meer Notes: (1850228473) 2 Page 320 of 422 Not yet determined, .2 Construction commencement date: Not yet determined. .3 Substantial Completion date or dates: Not yet determined. .4 Other milestone dates: § 1.1.5 The Owner intends the following procurement and delivery method for the Project: (Ident method such as competitive bid or negotiated contract, as well as any requirements for accelerated or fast -track design and construction, multiple bid packages, or phased construction.) Competitive bidding. § 1.1.8 The Owner's anticipated Sustainable Objective for the Project: adentifi, and describe the Owner's Sustainable Objective for the Project, if any,) N/A. § 1.1.6.1 If the Owner identifies a Sustainable Objective, the Owner and Architect shall complete and incorporate AIA Document E204rM_2017, Sustainable Projects Exhibit, into this Agreement to define the terms, conditions and services related to the Owner's Sustainable Objective. If E204-2017 is incorporated into this agreement, the Owner and Architect shall incorporate the completed B204-2017 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.7 The Owner identifies the following representative in accordance with Section 5.3: (List name, address, and other contact information) Quentin Hart, Mayor 715 Mulberry Street Waterloo, TA 50703 § 1.1.8 The persons or entities, in addition to the Owner's representative, who are required to review the Architect's submittals to the Owner are as follows: (List name, address, and outer contact information) § 1.1.9 The Owner shall retain the following consultants and contractors: (Li,st name, legal status, address, and other contact information) .1 Geotechnical Engineer: N/A AIA Document 13101TM —2017. Copyright: 1974, 1978, 1907, 1097, 2007 and 2017 by The American institute of Architects. AU rights reserved. WARNING This Init. AIA^ DucUnnod is protected by U.S. Copyright Law and In,nit,ations' Troa1les. UnuulliurlrsU ropraducllon fir distributional' this MA4 Document. or any podium of It, may result In MOW/ civil and criminal penalties, and will be prosecuted to the maximum silent poaaibie under the law. This document was t produced by AIA software at 16:40:29 ET on 03012020 under Order No.2807812444 which expires on 0711212020, and Is not for resale. User Notes: (1850229473) 3 Page 321 of 422 .2 Civil Engineer: I & S Group, Inc. (ISG) 314 East 4th Street Waterloo, IA 50703 ,3 Other, if any: (List any other consultants and contractors retained by the Owner.) § 1.1.10 The Architect identifies the following representative in accordance with Section 2.3 (List name, address, and other contact information.) Nathan Compton, Architect/Project Manager 314 East 4th Street Waterloo, IA 50703 Telephone Number: 319-234-1515 § 1.1.11 The Architect shall retain the consultants identified in Sections 1,1.11.1 and I.1.11.2: (List name, legal status, address, and other contact information) § 1.1.11.1 Consultants retained under Basic Services: .1 Structural Engineer: I & S Group, Inc. (ISG) 314 East 4th Street Waterloo, IA 50703 .2 Mechanical Engineer: I & S Group, Inc. (ISG) 314 East 4th Street Waterloo, IA 50703 3 Electrical Engineer: 1 & S Group, Inc. (ISG) 314 East 4th Street Waterloo, IA 50703 AIA DocumentB101n 2017.CopyrIght41974,1978,1907,1997,2007and 2017byThe AmericanInatlluleofArchltscis,All rights reserved. WARNING: This Init. AIM" Document Is projected by U.S. Copyright Lew and Intemallonef Treaties, tJnauthnrixed reprodur:tion or distribution of this AIA• Uooument, or any portion or It, rosy resuit in severe €Ivlt end erirnlnai pensines, and will 1S43 prosecuted to the mesimuur extant pus sibis under the Inv:. This document was t produced by AIA software al 1 B:40:29 ET on 03/03/2020 under Order No.2887012444 which expires on 071124020. end is not for resale. User Notes: (1850225473) 4 Page 322 of 422 § 1.1,11.2 Consultants retained under Supplemental Services: None to date. § 1.112 Other Initial Information on which the Agreement is based: § 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the Architect's services, schedule for the Architect's services, and the Architect's compensation, The Owner shall adjust the Owner's budget for the Cost of the Work and the Owner's anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form, The parties will use AIA Document E2031M 2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203'rm-2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202Tt _2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2,1 The Architect shall provide professional services as sot forth in this Agreement. The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement, or shall cause such services to be performed by appropriately licensed design professionals. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2,4 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.5 The Architect shall maintain the following insurance until termination of this Agreement. If any of the requirements sot forth below are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect as set forth in Section 11.9. § 2.5.1 Commercial General Liability with policy limits of not less than One Million Dollars and Zero Cents ($ 1,0110,000.00) for each occurrence and Two Million Dollars and Zero Cents ($ 2,000,000.00) in the aggregate for bodily injury and property damage. § 2,5,2 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Architect with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00 } per accident for bodily injury, death of AU1Document 91101n-2017. Copyright ©1974,1978,1987,1997,2007and 2017byTheAmerican Institute ofArchllecta.All rights reserved, WAtiNING This Intl. AMA* Document Is protected by U.S. Dopyneht Lew end In►an,anonsl Trestles, Unauthorized reproduction or dlslributlan of this AIA0 Document, or any pardon of It; sully maul! In severe chill end crirelnal penalties, end will es prosecuted to the masllmunr extant possible under the low, This document was produced by AIA software at 16:40:29 ET on 03/0312020 under Order No,2807812444 which 'mottos on 0711212020, and is not for resale. User Notes (1850225473) 5 Page 323 of 422 any person, and property damage arising out oldie ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. § 2.5.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 2.5.1 and 2.5.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 2.5.4 Workers' Compensation at statutory limits. § 2.5.5 Employers' Liability with policy limits not less than One Million Dollars and Zero Cents ($ 1,000,000.00 ) each accident, One Million Dollars and Zero Cents ($ 1,000,000.00 ) each employee, and One Million Dollars and Zero Cents ($ 1,000,000.00 ) policy limit. § 2,5.8 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than Three Million Dollars and Zero Cents ($ 3,000,0U(3.00) per claim and Three Million Dollars and Zero Cents ($ 3,000,000,00 ) in the aggregate. § 2.5.7 Additional Insured Obligations. To the fullest extent permitted by law, the Architect shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Architect's negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. § 2.5.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.5. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in this Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Supplemental or Additional Services. § 3.1.1 The Architect shall manage the Architect's services, research applicable design criteria, attend Project meetings, communicate with members of the Project team, and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants. The Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of, services and information furnished by the Owner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission, or inconsistency in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services, The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information, The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner's approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction. § 3.1.4 The Architect shall notbc responsible for an Owner's directive or substitution, or for the Owner's acceptance of non -conforming Work, made or given without the Architect's written approval. AtA Document B101TM —2017. Copyright 01974, 1978,1907,1997, 2007 and 2017 by The American Institute of Architects. All rights untamed, WARNING: This AIA" Document la prateated by tl.0. Copyright Law anti Internstlonai Treaties. Unauthorized rrrpruduutinn or distribution of this AIM Document, or any 0tertian of it, may result In revere chill and criminal penealea, end will be prosecuted to the maximum extent possible under the law, This document wee produced by PIA aaawere el t&A0:29 ET on 0310312020 under Order No.2807012444 which expires on 07/12/2020, and Is nal for resale. UserNatesr (1050225473) 8 Page 324 of 422 § 3.1.5 The Architect shall contact governmental authorities required to approve the Construction Documents and entities providing utility services to the Project. The Architect shall respond to applicable design requirements imposed by those authorities and entities. § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project, § 3.2 Schematic Design Phase Services § 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. § 3,2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, the proposed procurement and delivery method, and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project, The Architect shall reaeh an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present, for the Owner's approval, a preliminary design illustrating the scale and relationship of the Project components. § 3,2,5 Based on the Owner's approval ofthe preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Dacuments shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3,2,5.1 The Architect shall consider sustainable design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain more advanced sustainable design services as a Supplemental Service under Section 4.1.1, § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule, and budget for the Cost of the Work. § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost (tithe Work prepared in accordance with Section 6.3. § 3,2,7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval. § 3.3 Design Development Phase San/ices § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and other appropriate elements. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish, in general, their quality levels. § 3,3,2 The Architect shall update the estimate of the Cost ofthe Work prepared in accordance with Section 6.3. AIA Document 81810' -2017. Copyrightei 1974,1978, 1907,1997, 2007 and 2017 by The American Institute of Architects. All rlghte reserved. WARNING: 'rhfk Init. AIAe Document le protected hy11.S. Copyright Lew and International Treaties,. Unauthorized reprnrhrctlon or distribution of thin MA* Document, or uny portion of it, niay result In Revere civil and criminal panellise, and will he prosecuted to the nmuunum extent puseIble under the hhw. This document was 1 produced by AIA software at 18:40:29 ET on 0310312028 under Order No.2887812444 whloh expires on 07f1212020, and Is not for resale. User Notes: (1850226473) 7 Page 325 of 422 § 3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner deny adjustments to the estimate of the Cost of the Work, and request the Owner's approval. § 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner's approval of the Design Development Documents, and an the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval. The Constriction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria ot'materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that, in order to perform the Work, the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4,2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. § 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1) procurement information that describes the time, place, and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications, and may include bidding requirements and sample forms. § 3.4.4 The Architect shall update the estimate for the Cost of the Work prepared in accordance with Section 6.3. § 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner's approval, § 3.5 Procurement Phase Services § 3.5.1 General The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and, (4) awarding and preparing contracts for construction. § 3.5.2 Competitive Bidding § 3.5.2.4 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by: .1 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre -bid conference for prospective bidders; if necessary, .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda; and, .4 organizing and conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 3.5.2.3 Tithe Bidding Documents permit substitutions, upon the Owner's written authorization, the Architect shall, as an Additional Service, consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all prospective bidders. (Paragraphs deleted) § 3.5.3.31f the Proposal Documents permit substitutions, upon the Owner's written authorization, the Architect shall, as an Additional Service, consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all prospective contractors. AIA Document B101 TM — 2017. Copyrlght01974,1978, 1987,1997, 2007 and 2017 by Tha American Institute of Archilaoto. MI rlghte reserved. WARNING; 1'hl a Init. AIA* nacument In pi otaeted by t).S. Copyright Law nrld International Treailea, nnehlhorized reproduction or distribution of this AIA" Uacumenl, or env ,crrlen of It, may mud In severe clvlt and crindnnl wattles, and wit' I * tiraanautad to the m5Mlmnm extent possible under the mw Illis document was i produced by AIA software al 1at40:29 Er on 03/0312020 under Order No.2887812444 which esplros on 07112/2020, and Is not for reaete. User Notes: ti850225473) 8 Page 326 of 422 § 3.6 Construction Phase Services § 3.6,1 General § 3,6,1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A20ITh1-2017, General Conditions of the Contract for Construction. If the Owner and Contractor modify AlA Document A201-2017, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement, § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.2 and except as provided in Section 3.6.6.5, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.6.2 Evaluations of the Work § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.2.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity ofthe Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. § 3.6.2,2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning perlonnence under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 -Interpretations and decisions ofthe Architect shafl be consistent with the intent of, and reasonably inferable from, the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith, The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3,6,2,5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that tern is defined in AIA Document A201-2017, the Architect shall render initial decisions on CIaims between the Owner and Contractor as provided in the Contract Documents. NA Document 6101 n —2017. Copydght©1974,1978,1987.1997, 2007 and 20l7byThs American Institute of Architects. Ail rights reserved. WARNING: TIilx Intt. AtA' Rncumenl is protected by U,S. Copyright taw end International Treelles. Unauthorized reproduction or dlei►laullun or this AIM Document. or any portion or It, may result In revers civil and criminal penattiie, and will be prosecuted to the maximum extent possible under the law. Tills document was 1 produced by AtA software at 10:40:29 ET on 03103l2020 under Order No.2807812444 which expires on 07/1212020, end Is not for resale. User Notes: (1850225473) 9 Page 327 of 422 § 3.6.3 Certificates for Payment to Contractor § 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 3.6,2 and on the data comprising the Contractor's Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the atnount certified, The foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) results of subsequent tests and inspections, (3) correction of minor deviations from the Contract Documents prior to completion, and (4) specific qualifications expressed by the Architect. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment, § 3.6.4 Submittals § 3,6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval of the schedule. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time, in the Architect's professional judgment, to permit adequate review. § 3.6.4.2 The Architect shall review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantifies, and installation or performance of equipment or systems, which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials, or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review and take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the Contractor's design professional, provided the submittals bear such professional's seal and signature when submitted to the Architect. The Architect's review shall be for the limited purpose of checking; for conformance with information given and the design concept expressed in the Contract Documents. The Architect shall be entitled to rely upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to Section 4,2, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth, in the Contract Documents, the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any lime limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to the requests for information. § 3.6,4.5 The Architect shalt maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. MA Document 8101'1,-2017. Copyrights 1874, 1078, 10137, 1807, 2007 and 2017 by The American Inetllute of Architects. All rights ramrod. WAaNING: Mir. Init. AIA® tlncumenI. la protected by n.S. Copyright Law and tnirnnoilanel Trestles. Unsutt<ortyed moron notion or dIstrIbutton of Ws AIM' Document, or env portion of it, may result In severe ckvli end erin Inat penaltlerr, and will be prosecuted to the mrzimurn •xiont inoralhlo under the low. This document was f produced by AlAsoftware at 19:40:29 ET nn 03/0312020 under Order No.2007812444 which expires on 0711212020, and la not for resets, User Notes: (18502254731 10 Page 328 of 422 § 3.6.5 Changes in the Work § 3.6.5.1 The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to Section 4.2, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Docnments. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 Project Completion § 3,6.6.1 The Architect shall: .1 conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; .2 issue Certificates of Substantial Completion; .3 forward to the Owner, for the Owner's review and records, written warranties and related doctimonts required by the Contract Documents and received from the Contractor; and, .4 issue a final Certificate for Payment based upon a final inspection indicating that, to the best of the Architect's knowledge, information, and belief, the Work complies with the requirements of the Contract Documents. § 3,6,6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 3.6.6.3 When Substantial Completion has been achieved, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 3.6,6,4 The Architect shall forward to the Owner the following information received from the Contractor (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens, or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents. § 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Supplemental Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate We Architect as provided in Section 11,2. Unless otherwise specifically addressed in this Agreement, if neither the Owner nor the Architect is designated, the parties agree that the listed Supplemental Service is not being provided for the Project. (Designate the Architect's Supplemental Services and the Owner's Supplemental Services required for the Project by indicating whether the Architect or Owner shall be responsible forproviding the identified Supplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement) Supplemental Services Responsibility (Architect, Owner, or not provided) § 4,1.1.1 Programming Not Provided — An Additional Service §4.1.1.2 Multiple preliminary designs Architect —In Base Fee § 4.1.1,3 Measured drawings Not Provided — An Additional Service § 4.1.1.4 Existing facilities surveys Not Provided — An Additional Service AIA Document 13101TM —2017. copyrlghtn 1974, 1978. 1987, 1997, 2007 and 2017 byThe American Institute of Architects. Ail rights reserved. WARNING: Thle Init. MA" Documrtit Iw.IiIrsl cpd byiu,s. Copytlpht Law end Warn alloned Trestles, uneutaurLrd r•problOrtIrrr or disht ion:uf drl■ AIA" [loconrrnt, .or my 44 parttun of II, may result In serene civil and crludnel panellise, and w111 kw prosecuted ro the maximum extant poreible.undr dlira.tnw, Thle document was 1 produced by AIA software at 18:40:20 ET on 03,103f2020 under Order No.2887812444 which expires an 07/12/2020, and Is not tor resale. User Notes: (1850225473) Page 329 of 422 Supplemental Services Responsibility (Architect, Owner, or not provided) § 4.1.1.5 Site evaluation and_planning Architect —In Base Fee § 4.1.1.6 Building Information Model management responsibilities Not Provided — An Additional Service § 4.1.1,7 Development of Building Information Models for post construction use Not Provided — An Additional Service § 4.1.1.8 Civil engineering, Architect — In Base Fee § 4.1.1,9 Landscape design Architect — In Base Fee § 4.1,1.10 Architectural interior design Architect — In Base Fee § 4.1.1.11 Value analysis Not Provided — An Additional Service § 4.1.1.12 Detailed cost estimating beyond that required in Section 6.3 Not Provided — An Additional Service § 4.1.1.13 On -site project representation Not Provided — An Additional Service § 4.1.1.14 Conformed duou ments for construction Not Provided — An Additional Service § 4.1.1.15 As -designed record drawings Not Provided — An Additional Service § 4.1.1.16 As -constructed record drawings Not Provided — An Additional Service § 4.1.1.17 Post -occupancy evaluation Not Provided — An Additional Service § 4,1.1.18 Facility support services Not Provided — An Additional Service § 4.1.1.19 Tenant -related services Not Provided — An Additional Service § 4.1.1,20 Architect's coordination of the Owner's consultants Not Provided — An Additional Service § 4.1.1.21 Telecommunications/data design Architect — In Base Fee § 4.1.1,22 Security evaluation and planning Not Provided — An Additional Service § 4.1.1.23 Commissioning Not Provided — An Additional Service § 4.1.1.24 Sustainable Project Services pursuant to Section 4.1.3 Not Provided — An Additional Service § 4.1.1.25 Fast -track design services Not Provided — An Additional Service § 4.1.1.26 Multiple bid packages Not Provided — An Additional Service § 4.1,1.27 Historic preservation Not Provided — An Additional Service § 4.1.1.28 Furniture, furnishings, and equipment design Architect — (Under separate Form of Proposal from general contract for bidding; fee to be determined per Furniture Sliding Fee Schedule) § 4.1.1.29 Inventory of Existing Furniture, Furnishings & Equipment Not Provided — An Additional Service § 4.1.1.30 Assisting/Coordination of Furniture/Furnishings when not under contract or by purchase order with Owner. Not Provided— An Additional Service § 4,1.1.31 Furniture Preliminary Design for budget purposes when not under contract or by purchase order with Owner. Not Provided — An Additional Service § 4.1.1.3229 Other services provided by specialty Consultants Not Provided — An Additional Service § 4.1.1.33 Other Supplemental Services Not Provided — An Additional Service (Row deleted) AIA Document B101 ni - 2017. Copyright 0)1974,1070,1987, 1997, 2007 and 2017 by The American !Wilde of Architects. All tights reserved.'NAHNINC: 'this Inn. AIM Document Is protected b!! tt.5..Copyright Levi anti International Trestles. tin aufhorised reproduction ar distribution of this AIA° Document; or ony 12 pottlon?uf R. may raeult In severe civil and crlminel ponofilm, and wIFl be prosecuted to the maximum extent potent,. under the law. Thls document was 1 produced by AIA so0ware at 18:40:29 ET on 03103/2020 under Order No.2807e12444 which expires on 0711212020, and Is not for resale. User Notes: (1880225473) Page 330 of 422 § 4.1.2 Description of Supplemental Services § 412.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect's responsibility is provided below. (Paragraph deleted) See Exhibit "A" for detailed description of additional services. § 4.1,2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is provided below. See Exhibit "A" for detailed description of additional services. § 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Architect shall provide, as a Supplemental Service, the Sustainability Services required in AIA Document E204T/0-2017, Sustainable Projects Exhibit, attached to this Agreement. The Owner shall compensate the Architect as provided in Section 11.2. § 4.2 Architect's Additional Services The Architect may provide Additional Services atter execution of this Agreement without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.2 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4,2.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following Additional Services until the Architect receives the Owner's written authorization, .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the enactment or revision arcades, laws, or regulations, including changing or editing previously prepared Instruments of Service; .3 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b) contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the applicable standard of care; .4 Services necessitated by decisions orate Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital models or other design documentation for transmission to the Owner's consultants and contractors, or to other Owner -authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for, and attendance at, a public presentation, meeting or hearing; .8 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .9 Evaluation of the qualifications of entities providing bids or proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or, .11 Assistance to the Initial Decision Maker, if other than the Architect. § 4.2,2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon receipt of the Architect's notice, the Owner determines that all or parts of the services are not required, the Owner shall give prompt written notice to the Architect of the Owner's determination. The Owner shall compensate the Architect for the services provided prior to the Architect's receipt of the Owner's notice. .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule approved by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and AtA Document B101 N — 2017. Copyright ©1974,1978,1887.1997, 2007 and 2017 by The American Institute of Architects, All right' reserved. WARNING: This Intl. AIA'. Document le protected by 11.61 Copyright Lew and lneemeila`nel Tree(fee. tineuthwtzed csprvduauon nr IIUtrihLtlon of this AIR''m Oocuelal, or eny 13 portion of IL may result In revere civil and criminal penalties, ind will be prosecuted to the maximum extent possible under the law. This document Wes 1 produced by AIA software at 18:40:29 ET on 03/03/2020 under order No,2887812444 which expires on 07/12/2020, and Is not for resole, Hear Notes: (1860225473) Page 331 of 422 comparison of the Contract Documents, field conditions, other Owner -provided information, Contractor -prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instniments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; or, .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom. § 4.2,3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 Unlimited ( Unlimited ) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractor .2 Bi-weekly (Bi-weekly ) visits to the site by the Architect during construction .3 Three (3) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 One (l) inspections for any portion of the Work to determine final completion and one year-end warranty inspection. § 4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the 'units set forth in Section 4.2.3, Construction Phase Services provided more than 60 days alter (1) the date of Substantial Completion of the Work or (2) the initial date of Substantial Completion identified in the agreement between the Owner and Contractor, whichever is earlier, shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing those Construction Phase Services. § 4.2.57f the services covered by this Agreement have not been completed within Twenty-four (24) months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shalt provide information in a timely manner regarding requirements for and limitations on the Project, including a written program, which shall set forth the Owner's objectives; schedule; constraints and criteria, including space requirements and relationships; flexibility; expandability; special equipment; systems; and site requirements. § 5.2 The Owner shall establish the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner's other costs; and, (3) reasonable contingencies related to all of these costs. The Owner shall update the Owner's budget for the Project as necessary throughout the duration of the Project until final completion. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions, and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referencedto a Project benchmark. § 5.5 The Owner shall furnish services of geotecimical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials. seismic evaluation, ground AIA Denumept B101 "' — 2017. Copyrtghte 1074, 1078, 1087, 1997,2007 and 2017 by The American Inatltute of Archltects.,AII rights reserved. WhRNINC: This Init. Ai.A1. nacunittnt Is tr,oersted btr'U.8l t opyrtohUiw soil InMrneiterirl.$rscttae. Unetitllarlasd reprdditenun et dFatritfvhnn et title AA' t)r lumen. or ■ny 14 porllun of It, may rooted In anvara civil and ciiml mil .prnallise, and will be, prosecuted to the maximum extent possible under tits raw. This document was I produced by AIA software at 16:40:29 E1 on 03/0312020 under Order No.2087812444 which ewplree en 07/12/2020. and is not far resole. User Notes: 118902254731 Page 332 of 422 corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.6 The Owner shall provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1. § 5.7 If the Owner identified a Sustainable Objective in Article I, the Owner shall fulfill its responsibilities as required in AIA Document E244TM_20I7, Sustainable Projects Exhibit, attached to this Agreement. § 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of'consultants other than those designated as the responsibility of the Architect in this Agreement, or authorize the Architect to famish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. § 5.9 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials, § 5.10 The Owner shall furnish all legal, Insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.11 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service. § 5.12 The Owner shall include the Architect in all communications with the Contractor that relate to or affect the Architect's services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect's consultants shall be through the Architect. § 5.13 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.14 The Owner shall provide the Architect access to the Project site prior to commencement attic Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. § 5.15 Within 15 days atter receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall inolude contractors' general conditions costs, construction manager's fees, if any, and overhead and profit. The Cost of the Work also includes the reasonable value of labor, materials, and equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work does not include the compensation ofthe Architect; the costs of the land, rights -of -way, financing, or contingencies for changes in the Work; or other costs that are the responsibility of the Owner, § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and shall be adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owner's budget for the Cost oldie Work, and the preliminary estimate oldie Cost of the Work and updated estimates of the Cost of the Work, prepared by the Architect, represent the Architect's judgment as a design professional. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials, or equipment; the Contractor's methods of determining bid prices; or competitive bidding, market, or negotiating conditions. Accordingly, the Architect cannot AIA Document B1Q1TM-2017. Gopyr10hl®1974,1978,1987.1997, 2007 end 2017 by The American Institute orArchlteels, All rights ouserved. WARNING: 'This Init. MA'., Ueeksn.nt low steeled by U,a. Cppyttght Law ■ndfntrm.tlonrlh7reall... Iftwithorttad r,th aductlon'or elattkitIon'aI Ril. AIA' pennri nn , 4f xr<Y 45 portion or It, may result In severe civil and evil -renal panellise, and wan lee prosecuted to the maximum assent possible Wither the lnw.•Tls document was / produced by AIA software et 16:40:29 ET on 03/03/2020 under Order No.2007812444 which expires on 0711212020. and le not for resale. User Notes: (1850225473) Page 333 of 422 and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work, or from any estimate of the Cost of the Work, or evaluation, prepared or agreed to by the Architect. § 6.3 In preparing estimates of the Cost of Work, the Architect shall be permitted to include contingencies for design, bidding, and price escalation; to determine what materials, equipment, component systems, and types of construction are to be included in the Contract Documents; to recommend reasonable adjustments in the program and scope of the Project; and to include design alternates as may be necessary to adjust the estimated Cost oldie Work to meet the Owner's budget. The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. If the Owner requires a detailed estimate of the Cost of the Work, the Architect shall provide such an estimate, if identified as the Architect's responsibility in Section 4.1.1, as a Supplemental Service. § 6,41f, through no fault of the Architect, the Procurement Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable constntetion market. § 6.5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality, or budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments. § 6.6 If the Owner's budget for the Cost of the Work at the conclusion attic Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or, .5 implement any other mutually acceptable alternative. § 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. If the Owner requires the Architect to modify the Construction Documents because the lowest bona fide bid or negotiated proposal exceeds the Owner's budget for the Cost of the Work due to market conditions the Architect could not reasonably anticipate, the Owner shall compensate the Architect for the modifications as an Additional Service pursuant to Section I I.3; otherwise the Architect's services for modifying the Construction Documents shall be without additional compensation. In any event, the Architect's modification of the Construction Documents shall be the lirnit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Projeet. § 7,2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. § 7.3 The Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations under this Agreement, including prompt payment of all sums due pursuant to Article 9 and Article 11. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub -subcontractors, and suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established AIA Document 13101 n' — 2017. Copyright se 197,4, 1978, 1987,1997,2007 end 2017 by The American Institute of Architects. All rights reserved, WA1r uINt;: T hit Init. IAA" Uocwn,suh snt it prad by ILLS. Copyright Law and In$ie.1tansI TrIstlee. Unsutharta,w reproolustion or ilstvlduttan'st Nits AtA• tl:,:,,niwr:r ns ern 16 pnrllon _of il, may result in severe ctvif and criminal penaI0fl, end wit! be prosecuted to the snsrslmuns extent psssIbiesoider tsar. Thla document was d produced by AIA soawara at 16:40:29 ET on 0310312020 under Order No,2887812444 Welch expires on 07112/2020, end Is not for resale User Notes: (1850225473) Page 334 of 422 pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. § 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this Agreement. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion attic Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1,2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201 2017, General Conditions of the Contract for Construction. The Owner nr the Architect, as appropriate, shall require of the contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect shall indemnify and hold the Owner and the Owner's officers and employees harmless frown and against damages, losses and judgments arising from claims by third parties, including reasonable attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of the Architect, its employees and its consultants in the performance of professional services under this Agreement. The Architect's duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance coverage . § 8.2 Mediation § 8.2,1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8,2,2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall he made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a eamplaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration AIA Document B101 m — 2017. Copyright m 1074,1978, 1987,1087, 2007 and 2017 by Ths American Institute of Architects. All rights. reseretd, WARNING: This Init. .VIA' nncument ie pretested lay U.S. Capyrlgbt Law and lnternstIuael Tramiel). Linslrthurizre , eprndur.Iloo oe diefrlbution ofitUe. AIA'- £}ocurm nl, rx' any 47 poriton of II, may result to severe civil and criminal penalties, and will be prosecuted to tide maximum nxtnnt patelhle looter the Ina. This document wed r' produced by AIA software et 15.40:29 ET on 0310312020 under Order No,2807812444 which expires on 0711212020. end Is nol for resale. User Notes: (1850225473) Page 335 of 422 proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings, § 8.2,3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall he the following: (Check the appropriate box) [ ] Arbitration pursuant to Section 8.3 of this Agreement ( X ] Litigation in a court of competent jurisdiction ] ] Other: (Specify) If the Owner and Architect do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction. (Paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement, If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's lees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 8.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially io perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.8 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9,5, or the Architect terminates this Agreement pursuant to Section 9,3, the Owner shall compensate the Architect for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Architect's termination of consultant agreements. AIA Document B101 TM-2017, Copyright 01974, 1978, 1887, 1997,2007 and 2017 by The American institute of Architects, All rights reserved. WARNING: Thi^ tilt. y,tA' 0 bursunwrq Is proms$.a by.u.2. CopyN(aht Law eel International To,latter, tinruthorts.ri r«qudilc11on:w.dhilHtrilt$ at ihlrALA" nnauiwwrl, ,n• Ana eortlnn of It, may reautt In savarn civil and criminal penalties, and will be proeoautad to 1hb maximum extant puti5Iklr mu*? 'Mu law. Tide dooUmani was I preduoad by AIA software at 16:40:29 ET on 03r0312020 under Order No.2687812444 which expires on 0711212020, and 1s not for resale. User Nate.: (1850225473) 18 Page 336 of 422 § 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9,3, the Owner shall pay to the Architect the following fees: (Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee.) .1 Termination Fee: .2 Licensing Fee if the Owner intends to continue using the Architect's Instruments of Service: § 9.0 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. § 9.9 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 9,7. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction's choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 11.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201 2017, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement, including any payments due to the Architect by the Owner prior to the assignment. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall he submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least I4 days prior to execution, The Architect shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.6.1 The Client agrees, notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, to indemnify and hold harmless the Architect, its officers, partners, employees and snbconsultants (collectively, Consultant) from and against any and all claims, suits, demands, liabilities, losses, damages or costs, including reasonable attorneys' fees and defense costs arising out of or in any way connected with the detection, presence, handling, removal, abatement, or disposal of any asbestos or hazardous or toxic substances, products or materials that exist on, about or adjacent to the Project site, whether liability arises under breach of contract or warranty, tort, including negligence, strict liability or statutory liability, regulatory or any other cause of action, except for the sole negligence or willful misconduct of Architect. AIA Doeumont B101 , —2017. Copyright@ 1874, 1978, 1987, 1897, 2007 and 2017 by The American Institute of Archlleota. AU rights reserved, WARNING: Thlr Init. AIA+.Ooaumtin{ Is preier:tsd by, U,9, Oupyright.tn's and.inhmsiionaE Trslflu. Ursaulhuriiad,repre dUth tr or dluls huldn ¢f-tb,leA1,4'° aaa in:mit, CH. rz`. 4 a Portion or 11, may result fn Novara civil and criminal prnetites, and wlltbe prosecuted to th'e ,ni,drnunr avian* possible Fordo( tits !. This dceVment Wae produced by AIA software et 18:40:29 FT on 03/0312020 under Order No.2887812444 which expires on 07/1212020, and Is not for rases. User Notes: (1880226473) Page 337 of 422 § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall he given reasonable aeeess to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. § 10,8 Tithe Architect or Owner receives information specifically designated as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this Agreement. § 10.8,1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days° notice to the other party, when required by law, arbitrator's order, or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such information to its employees, consultants, or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions an the disclosure and use of such information as set forth in this Section 10.8. § 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Agreement. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as follows: (Paragraphs deleted) Compensation shall be a fixed percentage of Seven Percent (7.0 %) of the bona fide low basis bid plus add alternates through 80% of the fee and actual construction cost for the remaining 20% of the fee. Change orders will be at Seven Percent (7.0 %) as well. Reimbursable expenses will be billed to the Owner as outlined in 11.8. NOTE: In the event a Construction Manager is part of the project or becomes part of the project, the Architect reserves the right to invoice on items that typically wouldbe part of the Basis Bid (Construction Value) and/or may fall under General Conditions. Such items include, allowances, permit fee(s), temporary facilities, geothermal conductivity test, special inspeetions, commissioning, utility consumption/connection fees, equipment expense end furnishings. Mso to be included as cost of the work would be the construction managers' fees with the exception of their prcconstruction phase services See Article 6, Paragraph 6.1 Cost of the Work. Fee Schedule— Furniture (Owner/Contractor Contract and/or by Purchase Orders) (Furniture Projects either dome by Owner/Contractor Contract or Purchase Order under $50,000.00 will be billed hourly) 0 50,000 Hourly 50,001 150,000 8,5% 150,001 400,000 7.5% 400,001 900,000 7.0% 900,001 1,200,000 6.5% 1,200,001 -------- _.. 6.0% AIA Document B101'''-2017. Copyright® 1974, 1078, 1907, 1097, 2007 and 2017 by The American Institute of Architects, All rights reserved. WARNING Thls lull. AIA Document Is protected by U,S. Copyright Law and International (manes, Unauthorized reprodushlon ordistribution of this AIM nocumurs/. ar any 20 coition nt Il, may medic In severe chill arid criminal penalties, and will lie pineesided in the n,nxlmum extent possible under the law. Thls document was l produced by AIA software at 18:4009 ET on 03/03/2020 under Order No.2087812444 which expires on 07/1212020, and Is not for resale. User Notes: i1050225473) Page 338 of 422 Note: When matching and/or coordination of existing furniture, fee schedule will be increased by .5%. § 11.2 For the Architect's Supplemental Services designated in Section 4.1.1 and for any Sustainability Services required pursuant to Section 4.1.3, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation. If necessary, list ,specific services to which particular methods of compensation apply.) See Hourly Rate Table attached as Exhibit "B". § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Architect as follows; See Hourly Rate Table attached as Exhibit "B". § 11.4 Compensation for Supplemental and Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus Fifteen percent ( 15.00%), or as follows: § 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of compensation for each phase of services shall be as follows: Schematic Design Phase Fifteen percent ( 15 %) Design Development Phase Twenty percent ( 20 %) Construction Documents Forty percent ( 40 %) Phase Bidding/Negotiations Phase Five percent ( 5 %) Construction Phase Twenty percent ( 20 %) Total Basic Compensation one hundred percent ( I00 %) § 11,6 When compensation identified in Section 11.1 is on a percentage basis, progress payments for each phase of Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner's most recent budget for the Cost of the Work. Compensation paid in previous progress payments shall not be adjusted based on subsequent updates to the Owner's budget for the Cost of the Work, § 11.6.1 When compensation is on a percentage basis and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced, § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices, (If applicable, attach an exhibit of hourly billing rates or insert them below.) Employee or Category Rate ($0.00) See Hourly Rate Table as Exhibit "B". § 11.8 Compensation for Reimbursable Expenses § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: AIA Duaumant B101 r"-2017. Copyright®1974,1978,1987.1987, 2007 and 2017 byThaArnertcan Institute of Architects. As rights reserved. WARNING: Thle Init. AIAe Document In protected by U.S. Copyright Lew and International Treaties. LInauthuriaad reproduction or distribution of this AMA* Ruvurnsnt, ur any 21 portion of It; may result in severe civil and ail mina/ penalties, end will be ;prosecuted to the maximum extent poealble under thu law. This document was I produced by AIA software al 16:40:29 ET an 03103f2020 under Order No.2667812444 which expires on 071212020, and Is net for resale. User Nates: (1850225473) Page 339 of 422 .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets; .3 Permitting and other fees required by authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, and standard form documents; .5 Postage, handling, and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner or required for the Project; .8 If required by the Owner, and with the Owner's prior written approval, the Architect's consultants' expenses of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Architect's consultants; .9 Ali taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; .11 Registration fees and any other fees charged by the Certifying Authority or by other entities as necessary to achieve the Sustainable Objective; and, .12 Other similar Project -related expenditures including municipal and/or state plan review costs; .13 Life Cycle Cost Analysis (LCCA) is a process that is on occasion (depending on size) required by the State Fire Marshal and is performed by the Mechanical/Electrical Engineer. The engineer will study the existing system and compare to a more efficient system and detennine what the cost savings will he. The analysis costs vary depending on the type of system, the square footage and complexity of the study. The average cost to the Owner is between $7,500 and $1 1,500 to have this analysis performed and will be billed to the Owner by the Architect as a reimbursable cost. .14 Geothermal Test Wells will be billed directly to and paid by the Owner. .15 Additional consultant expenses may include, but are not limited to site survey(s), soil borings etc. These expenses will be billed as a reimbursable expense to the Owner. § 11.8,2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus Fifteen percent (15.00 %) of the expenses incurred. § 11.9 Architect's Insurance. If the types and limits of coverage required in Section 2.5 are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect for the additional costs incurred by the Architect for the additional coverages as set forth below: (Insert the additional coverages the Architect is required to obtain in order to satisfy the requirements set forth in Section 2.5, and for which the Owner shall reimburse the Architect.) § 11.10 Payments to the Architect § 11.10.1 Initial Payments § 11.10.1.1 An initial payment of Zero ($ 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.10.1.2 If a Sustainability Certification is part of the Sustainable Objective, an initial payment to the Architect of if applicable, to he determined ($) shall be made upon execution of this Agreement for registration fees and other fees payable to the Certifying Authority and necessary to achieve the Sustainability Certification. The Architect's payments to the Certifying Authority shall be credited to the Owner's account at the time the expense is incurred. § 11.10.2 Progress Payments § 1 1.10,2,1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid Thirty (30 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon) AIA Dosumont B101TM — 2017. Copydght©1974,1978,1987,1997, 2007 and 2017 by The American institute of Architects. All rights reserved. W AIININUI Tatls Init, AIM Document is promoted by U.S. Copyright Law and Inlamattonel Traellaa, Uneuthnrlrad reprodnotton nr dietritautian orfhia AIA0 Monument, or any 22 portion of It, may ream! In ■ovsro civil and oafminal penalties, end will lie prosecuted to the nuextmuni extant passible undlirtha law. Thls document was 1 produced by AIA software at 18:40:29 ET on 0310312020 under Order No.2887812444 which expires on 07/1212020, and Is not for resale. Usor Notes: (1850225473) Page 340 of 422 18,00 % Eighteen per annum § 11.10.2.2 The Owner shall not withhold amounts from the Architeet's compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work, unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10,2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement) ARTICLE 13 SCOPE OF THE AGREEMENT § 13,1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Architect, § 13,2 This Agreement is comprised of the following documents identified below: 1 AIA Document B101TM 2017, Standard Form Agreement Between Owner and Architect .2 Additional AIA Document: N/A .3 Exhibits: Exhibit "A" — Additional Services Description Exhibit "B" — 1SG Hourly Rate Table (Paragraphs deleted) .4 Other documents: N/A § 13.3 To the maximum extent permitted by law, the Client agrees to limit the Architect and his or her subconsultant's liability for the Client's damages to the sum of $50,000.00 or the Design Professional's and his or her subconsultant's fee, whichever is greater. This limitation shall apply regardless of the cause of action or legal theory pled or asserted. This Agreement entered into as of the day and year first written above. OWNER (Signature) Quentin Hart, Mayor ARCHITECT (Signature) Nathan Compton, Architect (Printed name and title) (Printed name, title, and license number, i.f required) init. A1A Document B1017'1--2017. CopyrlOhte 1974, 1970,1907.11397, 2007 and 2017 by The American Institute of Architects. All rIghte reserved. WARNING; T]rla AIM naeurnent re_prateotrd by U,N. uupyritud L>rw end else. national Trer:lier., IlniUtnia.limi reproduction or biti►tbudlon of MIS AIA'' nncunlelu, or Ali. %a portion of 11, may result In severe civil and criminal penalties, and will he prosecuted to the rna'mnrnt ex -rent possible one*, the IFAw.. This document wet t produced by AIA software at 10:40:20 ET on 0310312020 under Order No.2007812444 which expires on 0711212020, and la not for resale. User Notes: (1850225473) Page 341 of 422 EXHIBIT "A" ADDITIONAL SERVICES DESCRIPTIONS 4.1.1.1 Programming To work with the owner, owner's representative(s) and employees to develop a program of spaces, including size and adjacencies, equipment and furnishings. 4.1.1.3 Measured drawings In absence of a reasonable set of building drawings, or if significant changes have been made to the building without architectural drawings, the architect will, on an hourly basis, measure the building(s) for use in the construction documents. 4.1.1.4 Existing facility surveys To tour the existing building for purposes of: • determining its compliance to current codes • determining its structural integrity for future use • determining the condition of systems and materials • determining adequacy for renovation and/or expansion • survey of furniture and equipment At the completion of the survey, provide a report to the owner concerning these items, 4.1.1.6 Building information model management To use Building Information Modeling (BIM) software to prepare documents for the project. This product allows the creation of plans in three dimensions for purposes of providing greater understanding of the various systems and volumes involved in the project. 4.1.1.7 Development of bUHdlnit Information models for post construction use To use Building Information Modeling (BIM) to prepare for model to be used post construction for future remodels, wayfinding and mapping, asset/FF & E management, energy management, space management and maintenance management. 4.1.1.11 Value Analysis Evaluate the value of alternative materials, building systems and equipment, together with other considerations based on program, budget and aesthetics. 4.1.1.12 Detailed Cost Estimating To provide a detailed analysis ofcosts of construction beyond that which is included in the base contract. This detailed estimate would break the project down by categories and provide a complete analysis of construction cost. 4.1.1.13 On -site prolect representation To provide a full-time person on the job site on ail working days in addition to the contractors' representatives. 1 Page 342 of 422 4,1.1,14 Conformed documents for construction To provide an updated set of construction documents modified to include any addenda(s) issued during bidding or negotiation process, 4.1.1.1S As designed record drawings To provide an updated set of construction drawings incorporating all drawing addenda corrections and addition items prior to construction and printing typically five (5) sets for the following: (2 contractor, 1 owner, 1 architect & 1 mechanical/electrical consultant), 4.1.1.16 As -constructed record drawings To memorialize all changes to the original drawings and specifications through addenda, change orders and field changes. An updated set of drawings and specifications will be presented to the owner at the completion of this work. 4.1.1.17 Post occupancy evaluation To conduct a survey of the building and monitor the performance of Its systems and materials after they have been In use for a pre -determined time frame. 4.1.1.18 Facility support services (AIA document 210-2017) To provide: • Facility Condition Assessment • Facility Performance Assessment • Operations Assessment • Space Management • Maintenance Management • Digital Facility Management Systems 4.1,1.19 Tenant -related services To assist prospective and signed tenants in the design of the build -out of their particular spaces 4.1,1.20 Coordination of Owner's consultants tithe owner is providing certain consultants for the project that are not part of the architect's services, additional work will be required to coordinate the work of the consultants. 4.1.1.22 Security Evacuation and Planning To develop plans for security operations, using both hardware and software, for use by the owner in providing on -going security to the building and Its occupants. 4.1,1.23 Commissioning At the completion of the project's construction, the building systems will be tested and operated to insure their capacity and functionality in accordance to design specifications. 2 Page 343 of 422 4.1.1.24 Sustainable Protect Services pursuant to Section 4.1.3 To provide services beyond those detailed in this contract for investigating products and processes for their use in this building, specifically based on organizational certification with LEED, Energy Star, WELL Building or another organization. 4.1.1.25 Fast -track design services If the Owner determines that construction of the building will be accelerated, requiring construction documents to be issued in stages. 4.1.1.26 Multiple bid packages Assemble multiple bid packages of the construction documents for bidding or negotiations for situations such as project fast tracking or construction management. 4.1.1.27 Historic Preservation To work with the appropriate agencies in either seeking preservation status for a building, or in working on the renovation of a building that is currently listed by the National Trust for Historic Preservation. 4.1.1.29 Inventory of Existing Furniture, Fixtures & Equipment To work with the owner, owner's representative(s) and employees to determine existing furniture, fixtures & equipment inventory. At completion, a report of the inventory will be provided including sizes, quantities and evaluation of items. 4.1.1.30 Assisting/coordination of:finishes/furniture when not.under contract or bv.purchase order To work with owner, owner's representative(s), employees or other consultants to assist/coordinate finishes/furniture for design. 4.1.1.31 Furniture Preliminary Design for budget purposes when not under contract or by purchase order To work with the owner, owner's representative(s) and employees to determine a list of Ideal furniture desired. Preliminary budget figures will be provided along with cost saving concepts including variation of products, finishes, functionality and innovative ideas. 3 Page 344 of 422 , Firm. 2020 Stan(lard Hourly Rates Rates effective as of January 1, 2020, and ore subject to cnange on an annual EMPLOYEE TYPE Administrative - Architect - Senior Architectural Designer 1- Senior Business Developer I- Senior Business Writer 1- Senior Civil Engineer 1- Senior Civil Designer 1- Senior HOURLY RATE $66-124 $109-190 $100-142 Community Resource Planner 1- Senior Construction Administrator. - Senior Electrical Engineer - Senior Electrical Designer 1- Senior $124-180 $93-I03 $123-190 $96- 138 $112-165 $99-140 $121-190 Environmental Scientist/Engineer/Specialist 1- Senior GIS Specialist I - Senior Graphic Designer I - Senior IT Specialist I - Senior Interior Designer 1- Senior Land Surveyor 1- Senior $99-179 $109-170 $109-169 $88-I08 Land Survey Specialist I - Senior $108-160 $110-190 $101-180 $91-136 I S( EMPLOYEE TYPE HOURLY RATE Landscape Architect $I17-187 I - Senior Landscape Designer 1 - Senior Marketing Consultant/Sp_ecialist I - Senior Mechanical Engineer - Senior Mechanical Designer - Senior Project Coordinator I - IV Project Manager 1- Senior Senior Finance Consultant Structural Engineer 1- Senior Technical Writer I - Senior Visualization SPecialist 1- Senior Videographer Equipment Expenses 3D Laser Scanner All -Terrain Vehicle Drone Mapping Grade GPS Survey Grade GPS/Robotics Traffic Counter $102-139 $103-160 $121-190 $99-136 $I11-145 $124-I8I $160 $I18-190 $124-I39 Mileage is billed at the IRS allowable rate Consultant subcontracts are billed at cost +10% $145-168 $12.4 $63 $25 $125 $19 $56 $11 Page 345 of 422 CITY OF WATERLOO Council Communication Resolution authorizing salvage by Friends of the Gilbertville Depot, of two sections of abandoned railroad track on property owned by the City of Waterloo, generally located northwest of 70 Sycamore Street, and accepting Indemnity Agreement. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date P lanning & Zoning Schroeder, Aric Approved 6/9/2020 - 9:50 AM Clerk Office Even, LeAnn Approved 6/10/2020 - 12:01 PM ATTACHMENTS: Description Type ❑ Indemnity Agreement Backup Material ❑ Request to salvage track Backup Material ❑ Aerial Railroad Track Salvage Backup Material SUBJECT: Submitted by: Recommended Action: Summary Statement: Expenditure Required: Source of Funds: Alternative: Background Information: Resolution authorizing salvage by Friends of the Gilbertville Depot, of two sections of abandoned railroad track on property owned by the City of Waterloo, generally located northwest of 70 Sycamore Street, and accepting Indemnity Agreement. Submitted By: Aric Schroeder, City Planner Approval to allow salvaging of the railroad tracks The organization the Friends of the Gilbertville Depot, which operates and maintains the Gilbertville Depot in Black Hawk County and has a mission to preserve and display the history of the depot and the WCF&N Railroad, is asking approval of the City of Waterloo to salvage two sections of abandoned railroad track on City owned property just northwest of 70 Sycamore Street, at the west end of Sycamore street. The organization has signed an indemnity agreement, and is agreeing to restore the area of any disruption caused by salvaging activities. The salvaged tracks would be reassembled at the Gilbertville Depot side to be preserved and put on displace there. None N/A Don't allow the salvaging, and leave the tracks in their current location. The area in question was former part of the Waterloo Cedar Falls and Northern Railway, and their successor in interest, the Canadian National Railway deeded the area to the City of Waterloo by quit claim deed dated Page 346 of 422 April 2, 2009. Waterloo staff have verified with the CN that they have no interest or claim in the abandoned track, and that the City of Waterloo can proceed with allowing the track to be salvaged. Page 347 of 422 INDEMNITY AGREEMENT This Indemnity Agreement (the "Agreement") is entered into as of C r , by the person or entity indicated below ("Salvager") for the benefit of the City of aterloo, Iowa ("City"). Whereas, the Salvager has requested and has been given permission to salvage two sections of abandoned railroad track on property owned by the City of Waterloo, located just northwesterly of 70 Sycamore Street; and Whereas, permission granted to Salvager for salvaging is subject to the Salvager entering into this agreement to indemnify the City with respect to liabilities arising from salvaging said abandoned railroad tracks; Now, therefore, Salvager agrees as follows: 1. Salvager agrees to indemnify, defend and hold harmless the City from and against any and all claims, demands, causes of action, damages, fines, fees, penalties, costs and liabilities of any type or nature whatsoever, including but not limited to reasonable attorney's fees and expenses, arising from or in connection with the acts or omissions of Salvager, his contractors or agents, in the salvaging (removal) of two sections of abandoned railroad track adjacent to 70 Sycamore Street in the City of' Waterloo, Iowa. 2. Salvager agrees to comply with any applicable ordinances or regulations of City in the relocation of salvaged materials if relocated to any location within the City of Waterloo. This Agreement may be modified or terminated only by written consent of the City. It is binding on the Salvager and Salvager's heirs, personal representatives, successors and assigns. This Agreement shall continue in effect for the maximum period in which a claim is capable of being asserted. 3. Salvager agrees to restore the area of any disruption caused by the salvaging activities, including back -filling any ruts and seeding any disturbed areas. Friends of the Gilbertville Depot Dick Dewater, President Page 348 of 422 Aric Schroeder Waterloo Planning and Zoning 5/13/20 On behalf of the Friends of the Gilbertville Depot I would like to ask that the City of Waterloo allow our organization to salvage two sections of abandoned railroad track on a City owned property at the west end of Sycamore St. The rails are in an overgrown section at the rear of the lot and would require us to use a small skid loader to remove them. We can retrieve the rails with minimal disruption to the surrounding area. Our organization operates and maintains the Gilbertville Depot which was built by the Waterloo Cedar Falls & Northern Railway. Our mission is to preserve and display the history of the depot and the WCF&N. Our research indicates that the above referenced rails were part of the WCF&N system. We are putting together a full size section of rail line at the depot and the tracks would be displayed there. We will sign any hold harmless agreement required and if necessary provide proof of Contractors General Liability insurance that I carry as a contractor. Thanks Dick Dewater ddewater@live.com 319 404 8489 Page 349 of 422 Page 350 of 422 Citij of Waterloo, Iowa III Page 351 of 422 CITY OF WATERLOO Council Communication Resolution approving a Professional Services Agreement with Main Street Waterloo, in the amount of $60,000, for Fiscal Year 2021, and authorizing the Mayor and City Clerk to execute said document. City Council Meeting: 6/15/2020 Prepared: 6/10/2020 REVIEWERS: Department Reviewer Action Date Planning & Zoning Schroeder, Aric Approved 6/10/2020 - 10:54 AM Clerk Office Even, LeAnn Approved 6/10/2020 - 11:30 AM ATTACHMENTS: Description Type ❑ Main Street Professional Services Agreement FY21 Backup Material ❑ Maiin Street Program Boundary Map Backup Material ❑ Design Review Boundary Map Backup Material SUBJECT: Resolution approving a Professional Services Agreement with Main Street Waterloo, in the amount of $60,000, for Fiscal Year 2021, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Submitted By: Aric Schroeder, City Planner Recommended Action: Approval Main Street has been funded by the City of Waterloo in recent years through a professional services agreement. The proposed agreement for Fiscal Year Summary Statement: 2021 is primarily the same as the agreement approved last year, except that the budget has been increased from $40,000 plus up to $10,000 in Hotel/Motel Tax discretionary funds, to $60,000. Expenditure Required: $60,000 ($30,000 paid on or by July 31, 2020, and $30,000 on or by January 31, 2021). Source of Funds: Downtown TIF and bond funds Policy Issue: Economic Development and Downtown Revitalization. Strategic Plan goals 1,3and4. Background Information: When the Main Street Program was started in the City of Waterloo, there was a Self Supported Municipal Improvement District (S SMID) which paid for Main Street's annual contract. The SSMID was discontinued a number of years back. To keep the Main Street Program going in Downtown Waterloo, the City of Waterloo started to pay an annual amount of $40,000 for the program under a services contract. In recent years Main Street has also requested and were approved for an additional $10,000 that was paid out of Hotel/Motel Tax discretionary fund. This year it has been Page 352 of 422 requested to fund the program at $60,000, and the reference to an additional payment of $10,000 from Hotel/Motel Tax discretionary fund has been removed from the agreement. Although Main Street Waterloo would still potentially be eligible to apply for grants under the Hotel/Motel Tax discretionary fund. Page 353 of 422 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into this day of , 2020, by and between Main Street Waterloo, whose address for the purposes of this agreement shall be 212 East 4th Street, Waterloo, Iowa 50703 (referred to as the "Client"), and the City of Waterloo (referred to as the "City"). WHEREAS, City desires to engage the services of Client to furnish technical and professional assistance in connection with the redevelopment of downtown Waterloo and including, but not limited to, implementing the "Downtown Urban Renewal Plan"; and the Client has indicated its willingness to provide such technical and professional services to the City. NOW, THEREFORE, the parties mutually agree as follows: A. Scope of Client Services The Client agrees to perform in a good professional manner the "services outlined in Attachment "A"; a copy of which is attached and made a part of this Agreement. B. Materials to be Provided by the City In the event that any information, data, reports, records and maps exist, are available to the City, and may be useful for Client's carrying out the services of the Agreement, these materials shall be promptly furnished to the Client without its cost or expense. C. Meetings and Reports Upon reasonable notice, the client agrees to attend a reasonable number of meetings with the City of Waterloo, and staff during the life of the Agreement. In addition, the Client will produce reports, studies and memorandums in connection with carrying out the services outlined in the Agreement with the City. D. Subcontractors Client may elect to use subcontractors to perform certain portions of the services. Client shall remain responsible for all services. E. Changes Any changes in this Agreement, including Scope of client Services and any modification of the amount of compensation, shall be first mutually agreed upon by City and Client and incorporated into a written amendment. Page 354 of 422 Page Two Professional Services Agreement F. Compensation and Payment Method For services to be rendered under this Agreement, the City shall pay Client's fee of $60,000 during the City's Fiscal year 2021, which commences July 1, 2020 and runs through June 30, 2021. Payments shall be made on or by July 31 in the amount of $30,000 and by Jan 31 in the amount of $30,000 of the respective year(s) in which said payment is due upon presentation of an invoice by client. G. Time of Performance and Delays beyond Client's Control The services of the Client shall begin upon receipt of an executed copy of this Agreement, and shall, except for causes beyond Client's control, be completed in a timely manner The completion of services by client shall be contingent, among other things, upon the timely receipt from the City, data and reports described in Paragraph B above. Further, the Client shall not be in default by reason of any failure in terms, if such failure arises out of reasonable causes beyond the control and without the fault or, negligence of the Client. Such causes may include, but are not limited to, acts of government in its sovereign capacity, fires, floods, epidemics, strikes and unusually severe weather. This agreement shall begin upon receipt of an executed copy of this Agreement, and shall terminate June 30, 2021. H. Non-discrimination Client agrees not to discriminate by reason of age, race, religion, color, sex, natural origin, or handicap unrelated to the duties of a position of applicants for employment or employees as to terms of employment, promotion, demotion or transfer, recruitment, layoff or termination, compensation, selection for training, or participation in recreational and educational activities. I. Extra Work If requested and authorized in writing by the City and approved by Client, Client will be available to furnish or obtain from others extra work and be compensated for said work beyond the lump sum amount fixed in Paragraph F above. Extra work can be work of the following type: 1. Extra Work, including, but not limited to changes in size, complexity, or character of the work items. Page 355 of 422 Page Three Professional Services Agreement 2. Additional or extended services including study administration due to: a) the prolongation of the Agreement time through no fault of Client b) the acceleration of work schedule involving services beyond normal working hours; or c) nondelivery of any materials, data or other information to be furnished by the City or others not within the control of Client 3. Other additional services requested and authorized by the City which are not otherwise provided for under this Agreement. The fee for any extra work shall be mutually determined by the City and the client and incorporated in written signed amendment to the Agreement, approved by Main Street and the Waterloo City Council. J. Notices All notices, communication and/or demands given pursuant hereto shall be in writing and shall be deemed sufficient if sent by certified mail, return receipt requested, addressed as set forth in the first paragraph hereto. The date of mailing shall be deemed the date of service. Either party may change the address for notice by the aforesaid procedure. K. Entire Agreement This agreement and the matter expressly referred to herein constitute the entire Agreement between the parties. No representations, warranties, undertakings or promises have been made by either, party hereto unless expressly stated herein. All amendments hereto, if any, shall be in writing and executed by the parties. Page 356 of 422 Page Four Professional Services Agreement IN WITNESS WHEREOF, Client and City have executed and delivered this Agreement all on the date first above written. CLIENT CITY MAIN STREET WATERLOO CITY OF WATERLOO By: By: President Quentin Hart, Mayor Witness: Witness: Date: Date: Page 357 of 422 ATTACHMENT "A" Scope of Client Services A. Implement the Main Street Waterloo Program using the Four Point approach. B. Participate in events in the Downtown area. Attend quarterly meetings with Planning Staff and provide an annual report of those events to the City Council including attendance and the economic impact of those events to the City. C. Make a minimum of 100 business contacts during the period of this contract. These contacts may include property owners, developers, or business owners etc. Provide a report of these contacts on the quarterly report to the City. D. Participate in 12 development projects during this contract period. This may include rehabilitation, new construction, or major facade improvements etc. (sign replacements are excluded). Provide a report of these projects on the quarterly report to the City. E. Track the capital investment made in the downtown each year. Provide a calculation on the increased taxable value and the number of new businesses and employees added or lost each year. Provide a report of this information on the quarterly report to the City. F. Devise and implement a retail and commercial marketing program in conjunction with existing and proposed downtown property owners and developers. Provide an annual report of this activity to the City. G. Coordinate the efforts of numerous Government agencies and Government programs downtown. Provide an annual report of this activity to the City. H. Develop a program of economic restructuring including the conversion of upper floors for housing and offices. Provide an annual report of this activity to the City. I. Advise and assist with the Downtown Waterloo Riverfront Urban Renewal and Redevelopment Plan. Provide an annual report of this activity to the City. J. Advise, assist, and implement if appropriate, project coordination, information gathering, and sharing of information for emergency funding revenue, programs, etc., associated with State IEDA, Federal disaster funds, or similar funding sources. Page 358 of 422 41. MAN STREET WATE.Rf 00 '"'',)•.* I 1 * I, , I. t....1 I :4.4Srit ;IFWII I0 _ 1 I .s g21 __4*trhi4.-..1''• _1 Ir. • , I,. )1r. / /'. ' ' ' • .- IR: ' \ ' 44'..... 0 , • 11 E TA.1._ • _ • • "I `,--. II pou )01 1 MI. al• AM. .0=[..,..10110. If 1''-' Hi , 1.11T- 11166j t O. raramoin — • Tit INV* '0147 ..V,. :- — iltir 1 ,.... , :4N e:10; IV =•••••-- / AM, Al.!. .1•• ••••••••- P 1.0 • • l ••••.1.01 •=.1r. MI • I aw,-•••!T•1 IMM CITY OF WATERLOO Council Communication Resolution approving a Professional Services Agreement with I & S Group, Inc., of Waterloo, Iowa, in the amount of $10,000, in conjunction with the Five Sullivan Brothers Convention Center Structural Penthouse Support, and authorizing the Mayor to execute said document. City Council Meeting: 6/15/2020 Prepared: 6/4/2020 REVIEWERS: Department Reviewer Action Date Building Department Ahlhelm, Greg Approved 6/5/2020 - 8:12 AM Clerk Office Even, LeAnn Approved 6/9/2020 - 11:26 AM ATTACHMENTS: Description Type ❑ Professional Services Agreement Backup Material SUBJECT: Submitted by: Resolution approving a Professional Services Agreement with I & S Group, Inc., of Waterloo, Iowa, in the amount of $10,000, in conjunction with the Five Sullivan Brothers Convention Center Structural Penthouse Support, and authorizing the Mayor to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director Recommended Action: Approval Summary Statement: Scope of work - see attached Source of Funds: G.O. Bonds - Five Sullivan Center Page 361 of 422 =MA Document B101" - 2017 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the (In words, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: (Name, legal status, address and other information) City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Telephone Number: 319-291-4311 Fax Number: 319-291-4286 and the Architect: (Name, legal status, address and other information) I & S Group, Inc. (ISG) 314 East 4th Street Waterloo, IA 50703 Telephone Number: 319-234-1515 Fax Number: 319-234-15 17 for the following Project: (Name, location and detailed description) 5 Sullivan Brothers Convention Center Structural Penthouse Support, Waterloo, IA. The Owner and Architect agree as follows. ARCHITECT ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document 13101—2017. Copyright©1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: Thls init. AIM Document is protected by U.S. Copyright Law and International Trestles, Unauthorized reproduction or distribution of this A}A" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the iaw. This document was t produced by AlA software al 17:49:29 ET on 10/24/2019 under Order No.2087812444 which expires on 07/12/2020, and IS not for resale User Notes: (1364420712) 1 Page 362 of 422 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1,1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution.') § 1,1.1 The Owner's program for the Project; (Insert the Owner's program, identify documentation that establishes the Owner's program, or state the manner in which the program will be developed.) Unknown. § 1.1.2 The Project's physical characteristics: (Identifi) or describe pertinent information about the Projeces physical characteristics, such as size: location; dimensions;; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc.) Unknown. § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Provide total and, if known, a line item breakdown.) Unknown. § 1.1.4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: AIA Document B1011e —2017. Copyright@ 1974, 1978. 1987,1997, 2007 and 2017 by The American Institute of Architects. Ail rights reserved. WARNING: Thls Init. AIA' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was i produced by AIA software at 17:49:29 ET on 10/24/2019 under Order No.2887812444 which expires on 07/12/2020, and Is not for resale. User Notes: (1384420712) 2 Page 363 of 422 Not yet determined. .2 Construction commencement date: Not yet determined, .3 Substantial Completion date or dates: Not yet determined. .4 Other milestone dates: § 1.1.5 The Owner intends the following procurement and delivery method for the Project: (Identify method such as competitive bid or negotiated contract, as well as any requirements for accelerated or fast -track design and construction, multiple bid packages, or phased construction.) Competitive bidding, § 1.1.6 The Owner's anticipated Sustainable Objective for the Project: (Identify and describe the Owner's Sustainable Objective for the Project, if any.) N/A. § 1.1.6.1 If the Owner identifies a Sustainable Objective, the Owner and Architect shall complete and incorporate AIA Document E204T"_2017, Sustainable Projects Exhibit, into this Agreement to define the terms, conditions and services related to the Owner's Sustainable Objective. If E204-2017 is incorporated into this agreement, the Owner and Architect shall incorporate the completed 13204-2017 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.7 The Owner identifies the following representative in accordance with Section 5.3: (List name, address, and other contact information.) Quentin Hart, Mayor 715 Mulberry Street Waterloo, IA 50703 § 1.1.8 The persons or entities, in addition to the Owner's representative, who are required to review the Architect's submittals to the Owner are as follows: (List name, address, and other contact information.) § 1.1.9 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information.) .1 Gcotcchnical Engineer: I & S Group, Inc. (ISO) MA Document B101 r' -2017. Copyright©1974, 1978, 1987, 19E7, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA® Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIA0 Document, or any portion of It. may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was l produced by AIA software at 17:49:29 ET on 10124/2019 under Order No.2887812444 which expires on 0711212020, and Is not for resale. User Notes: 11364420712) 3 Page 364 of 422 .2 Civil Engineer: 1 & S Group, Inc. (ISG) 314 East 4th Street Waterloo, IA 50703 .3 Other, if any: (List any other consultants and contractors retained by the Owner.) § 1.1.10 The Architect identifies the following representative in accordance with Section 2.3: (List name, address, and other contact information) Tim Verheyen, PE 314 East 4th Street Waterloo, IA 50703 Telephone Number: 319-234-1515 Email Address: tim.verheyen@is-grp.com § 1.1.11 The Architect shall retain the consultants identified in Sections 1.1.11.1 and 1.1.11.2: (List name, legal status, address, and other contact information.) § 1.1.11.1 Consultants retained under Basic Services: .1 Structural Engineer: I & S Group, Inc. (USG) .2 Mechanical Engineer: I & S Group, Inc, (ISG) .3 Electrical Engineer: I & S Group, Inc. (ISO) MA Document B101 n - 2017. Copyright@ 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA' Document is protectod by U.S. Copyright Law and International Treatise. Uneuthorixod reproduction or distribution of this AIA, Document, or any portion of it, may reeuN in severa civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law- This document was t produced by AIA software at 17:49:29 ET on 1012412019 under Order No.2887812444 which expires an 07/1212020, and Is not for resale. User Notes: (1364420712) 4 Page 365 of 422 § 1.1.11.2 Consultants retained under Supplemental Services: None to date. § 1.1.12 Other Initial Information on which the Agreement is based: § 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the Architect's services, schedule for the Architect's services, and the Architect's compensation. The Owner shall adjust the Owner's budget for the Cost of the Work and the Owner's anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 The parties shall agree upon protocols governing the transmission and use of instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203T" —2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203T"1--2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202T"-2013, Project Building Information Modeling Protocol Form, shall be at the using or relying parry's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide professional services as set forth in this Agreement. The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement, or shall cause such services to be performed by appropriately licensed design professionals. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2,3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2,5 The Architect shall maintain the following insurance until termination of this Agreement. If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect as set forth in Section 11.9. § 2.5.1 Commercial General Liability with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00) for each occurrence and Two Million Dollars and Zero Cents ($ 2,000,000.00 ) in the aggregate for bodily injury and property damage. § 2.5.2 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Architect with policy Limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. AIA Document B101 n —2017. Copyright ©1974, 1978, 1967, 1997,2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was 1 produced by AIA software at 17:49:29 ET on 10/24/2019 under Order No.2887812444 which expires an 07/12/2020, and Is not for resale. User Notes: (1364420712) 5 Page 366 of 422 Init. § 2.5.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 2.5.1 and 2.5.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 2.5.4 Workers' Compensation at statutory limits. § 2.5.5 Employers' Liability with policy limits not less than One Million Dollars and Zero Cents ($ i,000,000.00) each accident, One Million Dollars and Zero Cents ($ 1,000,000.00 ) each employee, and One Million Dollars and Zero Cents ($ 1,000,000.00 ) policy limit. § 2.5.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than Three Million Dollars and Zero Cents ($ 3,000,000.00 ) per claim and Three Million Dollars and Zero Cents ($ 3,000,000.00 ) in the aggregate. § 2.5.7 Additional Insured Obligations. To the fullest extent permitted by law, the Architect shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Architect's negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. § 2.5.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.5. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in this Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Supplemental or Additional Services. § 3.1.1 The Architect shall manage the Architect's services, research applicable design criteria, attend Project meetings, communicate with members of the Project team, and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants. The Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of, services and information furnished by the Owner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission, or inconsistency in such services or information. § 3.1,3 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services. The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner's approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction. § 3,1.4 The Architect shall not be responsible for an Owner's directive or substitution, or for the Owner's acceptance of non -conforming Work, made or given without the Architect's written approval. § 3.1.5 The Architect shall contact governmental authorities required to approve the Construction Documents and entities providing utility services to the Project. The Architect shall respond to applicable design requirements imposed by those authorities and entities. AIA Document B1 a1 n, —2017. Copyright©1974, 1978, 1987, 1997, 2007 and 2017 by The American institute of Architects. All rights reserved. WARNING' This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law- This document was produced by AIA software at 17:49:29 ET on 10/2412019 under Order No.2807812444 which expires on 0711212020, and is not for resale. User Notes: (13644207121 6 Page 367 of 422 § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 Schematic Design Phase Services § 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, the proposed procurement and delivery method, and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner altemative approaches to design and construction of the Project. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present, for the Owner's approval, a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider sustainable design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain more advanced sustainable design services as a Supplemental Service under Section 4.1.1. § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule, and budget for the Cost of the Work. § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval. § 3.3 Design Development Phase Services § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plants, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and other appropriate elements. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish, in general, their quality levels. § 3.3.2 The Architect shall update the estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.3,3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner's approval. AIA Document 13101 n' —2017. Copyright 5 1974,1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was 1 produced by AIA software at 17:49:29 ET an 10/2412019 under Order No 2887912444 which expires on 07/12/2020. and is not for resale. User Notes: (1364420712) 7 Page 368 of 422 § 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that, in order to perform the Work, the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. § 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1) procurement information that describes the time, place, and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications, and may include bidding requirements and sample forms. § 3.4.4 The Architect shall update the estimate for the Cost of the Work prepared in accordance with Section 6.3. § 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner's approval. § 3.5 Procurement Phase Services § 3.5.1 General The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and, (4) awarding and preparing contracts for construction. § 3.5.2 Competitive Bidding § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by: .1 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre -bid conference for prospective bidders; if necessary, .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda; and, .4 organizing and conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 3,5.2.3 If the Bidding Documents permit substitutions, upon the Owner's written authorization, the Architect shall, as an Additional Service, consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all prospective bidders. (Paragraphs deleted) § 3.6 Construction Phase Services § 3.6.1 General § 3.5.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201 T20I7, General Conditions of the Contract for Construction. If the Owner and Contractor modify AIA Document A201-2017, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. AIA Document e101 Tw —2017. Copyright©1974, 1978, 1987, 1997, 2007 and 2017 byThe American Institute otArchitects. All rights reserved. WARNING: This IRit. AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was 1 produced by AIA software at 17:49:29 ET on 10/24/2019 under Order No,2887612444 which expires on 07/12/2020, and Is not far resale. User *tee: (1364420712) 8 Page 369 of 422 § 3.6.1,2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.2 and except as provided in Section 3.6.6.5, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment, § 3.6.2 Evaluations of the Work § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.2,3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents, Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of, and reasonably inferable from, the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined in AIA Document A201-2017, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 Cert'lficates for Payment to Contractor § 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) results of subsequent tests and inspections, (3) correction of minor deviations from the Contract Documents prior to completion, and (4) specific qualifications expressed by the Architect. AIA Document 8101 "' —2017. Copyright© 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This init. AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized repraducaon or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties. and will be prosecuted In the maximum extent possible under the law. This document was produced by AIA software at 17:49:29 ET on 10/24/2019 under Order No.2887812444 which expires on 07/12/2020, and Is not for resale. Ueer Notes: (1364420712) 9 Page 370 of 422 § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 Submittals § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval of the schedule. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time, in the Architect's professional judgment, to permit adequate review. § 3.6.4.2 The Architect shall review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3,6.4,3 if the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials, or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review and take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the Contractor's design professional, provided the submittals bear such professional's seal and signature when submitted to the Architect. The Architect's review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect shall be entitled to rely upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to Section 4.2, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth, in the Contract Documents, the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to the requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 3.6.5 Changes in the Work § 3.6.5.1 The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time, Subject to Section 4.2, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6,6 Project Completion § 3.6,6.1 The Architect shall: NA Document B101N -2017. Copyright ®1974, 1978, 11387, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This snit. AIA' Document Is protected by U.S. Copyright law and International Trestles. Unauthorized reproduction or distribution of this MA, Document, or env portion of It, may result in severe civil and criminal penalties, and will be prosecuted 10 the maximum extent possible under lha law. Thla document was / produced by AIA software at 17:49:29 ET on 10124/2019 under Order No.2687812444 which expires on 07112/2020. and Is not for resale. User Notes: (1364420712) 10 Page 371 of 422 .1 conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; .2 issue Certificates of Substantial Completion; .3 forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and received from the Contractor; and, .4 issue a final Certificate for Payment based upon a final inspection indicating that, to the best of the Architect's knowledge, information, and belief, the Work complies with the requirements of the Contract Documents. § 3.6.6,2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 3.6.6.3 When Substantial Completion has been achieved, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens, or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents. § 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Supplemental Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. Unless otherwise specifically addressed in this Agreement, if neither the Owner nor the Architect is designated, the parties agree that the listed Supplemental Service is not being provided for the Project. (Designate the Architect's Supplemental Services and the Owner's Supplemental Services required for the Project by indicating whether the Architect or Owner shall be responsible for providing the identified Supplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement) (Table deleted) § 4.1.2 Description of Supplemental Services § 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect's responsibility is provided below. NIA. § 4.1,2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is provided below. N/A. § 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Architect shall provide, as a Supplemental Service, the Sustainability Services required in ALA Document E2041M_2017, Sustainable Projects Exhibit, attached to this Agreement. The Owner shall compensate the Architect as provided in Section 11.2. § 4.2 Architect's Additional Services The Architect may provide Additional Services after execution of this Agreement without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this AIA Document 131011" —2017. Copyright@ 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved, WARNING: This Init. AIA' Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA• Document, or any 11 portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under ihs law. This document was t produced by AIA software al 17:49:29 ET on 10/2412019 under Order No 2887812444 which expires on 07/1212020, and Is not for resale. User Notes: (1364420712) Page 372 of 422 Section 4.2 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.2.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following Additional Services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the enactment or revision of codes, laws, or regulations, including changing or editing previously prepared Instruments of Service; .3 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b) contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the applicable standard of care; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital models or other design documentation for transmission to the Owner's consultants and contractors, or to other Owner -authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for, and attendance at, a public presentation, meeting or hearing; .8 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .9 Evaluation of the qualifications of entities providing bids or proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or, .11 Assistance to the Initial Decision Maker, if other than the Architect. § 4.2.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon receipt of the Architect's notice, the Owner determines that all or parts of the services are not required, the Owner shall give prompt written notice to the Architect of the Owner's determination. The Owner shall compensate the Architect for the services provided prior to the Architect's receipt 'Attie Owner's notice. .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule approved by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner -provided information, Contractor -prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; or, .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom. § 4.2.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 Unlimited ( Unlimited) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractor .2 Bi-weekly (Bi-weekly) visits to the site by the Architect during construction .3 Three (3 ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 One ( 1 ) inspections for any portion of the Work to determine final completion and one year-end warranty inspection. AIA Document B101.111 —2017. Copyright@ 1974, 1978, 1987,1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING_ This Init. AIM' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution &this AIA' Document, or any 72 portion of It, may result in severs civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Thls document was l produced by A!A software at 17:49:29 ET on 10f24I2019 under Order No.2887812444 which expires on 07/12/2020, and is not for resale. User Notes: 11384420712) Page 373 of 422 § 4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in Section 4,2.3, Construction Phase Services provided more than 60 days after (1) the date of Substantial Completion of the Work or (2) the initial date of Substantial Completion identified in the agreement between the Owner and Contractor, whichever is earlier, shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing those Construction Phase Services. § 4.2,5 tithe services covered by this Agreement have not been completed within Twenty-four ( 24 ) months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program, which shall set forth the Owner's objectives; schedule; constraints and criteria, including space requirements and relationships; flexibility; expandability; special equipment; systems; and site requirements. § 5.2 The Owner shall establish the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner's other costs; and, (3) reasonable contingencies related to all of these costs. The Owner shall update the Owner's budget for the Project as necessary throughout the duration of the Project until final completion. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions, and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 5.5 The Owner shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.6 The Owner shall provide the Supplemental Services designated as the Owner's responsibility in Section 4,1.1. § 5.7 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required fn AIA Document E204TM_2017, Sustainable Projects Exhibit, attached to this Agreement. § 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated as the responsibility of the Architect in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. § 5.9 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. AIA Document 8101 'm — 2017. Copyright©1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. MI rights reserved. WARNING: This init. AIA Doaumenl le protected by 11.8. Copyright Law and International Trestles. Unauthorized reproduction or dlsiributtoi of this AIA' Document, ar +trly 13 portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the low This document was 1 produced by AIA software at 17:49:29 ET an 10/24/2019 under Order No 2887812444 which expires on 07112/2020, and is not for resale. User Notes: (13644207121 Page 374 of 422 § 5.10 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.11 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service. § 5.12 The Owner shall include the Architect in all communications with the Contractor that relate to or affect the Architect's services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect's consultants shall be through the Architect. § 5.13 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.14 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. § 5.15 Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, construction manager's fees, if any, and overhead and profit. The Cost of the Work also includes the reasonable value of labor, materials, and equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work does not include the compensation of the Architect; the costs of the land, rights -of -way, financing, or contingencies for changes in the Work; or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and shall be adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work, and the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work, prepared by the Architect, represent the Architect's judgment as a design professional. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials, or equipment; the Contractor's methods of determining bid prices; or competitive bidding, market, or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work, or from any estimate of the Cost of the Work, or evaluation, prepared or agreed to by the Architect. § 6.3 In preparing estimates of the Cost of Work, the Architect shall be permitted to include contingencies for design, bidding, and price escalation; to determine what materials, equipment, component systems, and types of construction are to be included in the Contract Documents; to recommend reasonable adjustments in the program and scope of the Project; and to include design alternates as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget. The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. If the Owner requires a detailed estimate of the Cost of the Work, the Architect shall provide such an estimate, if identified as the Architect's responsibility in Section 4.1.1, as a Supplemental Service. § 6.4 If, through no fault of the Architect, the Procurement Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. § 6.5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality, or budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments. AIA Document B101' —2017. Copyright 0 1974, 1978, 1987,1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document. or any 14 portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under Ole law. This document was f produced by AIA software at 17:49:29 ET on 10124/2019 under Order No-2807B12444 which expires on 07112/2020. and is not for resale. User Hates: (1364420712) Page 375 of 422 § 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or, .5 implement any other mutually acceptable alternative. § 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. If the Owner requires the Arehitect to modify the Construction Documents because the lowest bona fide bid or negotiated proposal exceeds the Owner's budget for the Cost of the Work due to market conditions the Architect could not reasonably anticipate, the Owner shall compensate the Architect for the modifications as an Additional Service pursuant to Section 11.3; otherwise the Architect's services for modifying the Construction Documents shall be without additional compensation. In any event, the Architect's modification attic Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. § 7.3 The Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations under this Agreement, including prompt payment of all sums due pursuant to Article 9 and Article 11. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub -subcontractors, and suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. § 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this Agreement. AIA Document 8101 n' —2017. Copyright @ 1974, 1978, 1987. 1997.2007 and 2017 by The American institute of Architects. All rights reserved. WARNING: This Init. AIAe-Document le protected by U.S. Copyright Law and International Trestles. Unauthorized reproduction or distribution of this AIA" °ocuman", nr any 15 portion of 11, may result in severe civil and criminal penalliea, and will be prosecuted to the maximum extent possible under the law. This document was 1 produced by AIA software at 17:49:29 ET on 10/2412019 under Order No.2887812444 which expires on 07/12/2020, and is not for resale. User Notes: (1364420712) Page 376 of 422 ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201 2017, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents, and employees of any of there, similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect shall indemnify and hold the Owner and the Owner's officers and employees harmless from and against damages, losses and judgments arising from claims by third parties, including reasonable attorneys' fees and expenses recoverable under applicable taw, but only to the extent they are caused by the negligent acts or omissions of the Architect, its employees and its consultants in the performance of professional services under this Agreement. The Architect's duty to indemnify the Owner under this provision shall be linvted to the available proceeds of insurance coverage . § 8.2 Mediation § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.21 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box.) [ ] Arbitration pursuant to Section 8.3 of this Agreement [ X ] Litigation in a court of competent jurisdiction [ ] Other: (Specify) AIA Document B1011" —2017. Copydghtm 1974,1978, 1987, 1997,2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA Document Is protected byU,S. Copyright Law end lntentettonal Treatise. Unauthorized reproduction or distribution of this AIA• Document, or any 1 g portion of It, may result in severs civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was 1 produced by AIA software at 17:49:29 ET on 10/2412019 under Order No.2887812444 which expires en 07/12/2020, and is not for resale User Notes: (1364420712) Page 377 of 422 If the Owner and Architect do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction. (Paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall compensate the Architect for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Architect's termination of consultant agreements. § 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the Architect the following fees: (Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee.) .1 Termination Fee: .2 Licensing Fee if the Owner intends to continue using the Architect's Instruments of Service: § 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. § 9.9 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 9.7. MA Document B1011"-2017. Copyright 0 1974, 1978,1987, 1997.2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA* Document is protected by U.S. Copyright taw and international Trestles. Unauthorized reproduction or distribution of thus ALA° document, or any 17 portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document Was t produced by AIA software at 17:49;29 ET on 10/24/2019 under Order No.2887812444 which expires on 07/12/2020. and Is not for resale. User Notes: (1364420712) Page 378 of 422 Init. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction's choice of law rules. lithe parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shalt govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2017, General Conditions of the Contract for Construction, § 103 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement, including any payments due to the Architect by the Owner prior to the assignment. § 10.4Ifthe Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.6.1 The Client agrees, notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, to indemnify and hold harmless the Architect, its officers, partners, employees and subconsultants (collectively, Consultant) from and against any and all claims, suits, demands, liabilities, losses, damages or costs, including reasonable attorneys' fees and defense costs arising out of or in any way connected with the detection, presence, handling, removal, abatement, or disposal of any asbestos or hazardous or toxic substances, products or materials that exist on, about or adjacent to the Project site, whether liability arises under breach of contract or warranty, tort, including negligence, strict liability or statutory liability, regulatory or any other cause of action, except for the sole negligence or willful misconduct of Architect. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials, The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. § 10.8 If the Architect or Owner receives information specifically designated as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 10,8.1. This Section 10.8 shall survive the termination of this Agreement. § 10.6.1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days' notice to the other party, when required by law, arbitrator's order, or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such information to its employees, consultants, or contractors in order to perform services or work solely and exclusively AIA Document B101 TM —2017. Copyright n1974,1978,1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA'r Document la protected by,U.A, Copyright Law and International Treatise. Unautherised reproduction or distribution of this AIA" Document, or any 18 portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Th1A document was produced by AIA software at 17:49:29 ET on 10/2412019 under Order No 2887812444 which expires on 07/12/2020, and is not for resale User Notes: (1304420712) Page 379 of 422 for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.8. § 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Agreement. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as follows: Structural Penthouse Support. (Paragraphs deleted) Design Fees shall be a Fixed Fee of $10,000 (includes basic reimbursable expenses, Architectural, Mechanical, Electrical & Structural Engineering. (Paragraph deleted) § 11.2 For the Architect's Supplemental Services designated in Section 4.1.1 and for any Sustainability Services required pursuant to Section 4.1.3, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation. If necessary, list specific services to which particular methods of compensation apply.) See Hourly Rate Table attached as Exhibit "A". § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Architect as follows: See Hourly Rate Table attached as Exhibit "A". § 11.4 Compensation for Supplemental and Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus Fifteen percent ( 15.00%), or as follows: § 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of compensation for each phase of services shall be as follows: Schematic Design Phase Fifteen percent ( 15 %) Design Development Phase Twenty percent ( 20 %) Construction Documents Forty percent ( 40 e/a) Phase Bidding/Negotiations Phase Five percent ( 5 %) Construction Phase Twenty percent ( 20 %) Total Basic Compensation one hundred percent ( 100 %) § 11.6 When compensation identified in Section 11.1 is on a percentage basis, progress payments for each phase of Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner's most recent budget for the Cost of the Work. Compensation paid in previous progress payments shall not be adjusted based on subsequent updates to the Owner's budget for the Cost of the Work. NA Document 11101 Te —2017. Copyright ©1974, 1978, 1987, 1997,2007 and 2017 by The American Institute o&Architects. All rights reserved. WARNING: This Init' AA* document is protected by U.S. Copyright Lew and International Treaties. Unauthorized reproduction or dlslrlbutlon of this AIA" Document. or any 19 portion of it, may result in severe civil and criminal penal -Iles, and will be prosecuted to the maximum extent possible under the law. This document was 1 produced by AIA software at 17:49:29 CT on 10/24/2019 under Order No.2887812444 which expires on 07/1212020, and Is not for resale. User Notes: (t 394420712) Page 380 of 422 § 11.6.1 When compensation is on a percentage basis and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services arc performed on those portions. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) Employee or Category Rate ($0.00) See Hourly Rate Table as Exhibit 'B". § 11.8 Compensation for Reimbursable Expenses § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets; .3 Permitting and other fees required by authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, and standard form documents; .5 Postage, handling, and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner or required for the Project; .8 If required by the Owner, and with the Owner's prior written approval, the Arehitect's consultants' expenses of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; ,10 Site office expenses; .11 Registration fees and any other fees charged by the Certifying Authority or by other entities as necessary to achieve the Sustainable Objective; and, .12 Other similar Project -related expenditures including municipal and/or state plan review costs; .13 Life Cycle Cost Analysis (LCCA) is a process that is on occasion (depending on size) required by the State Fire Marshal and is performed by the Mechanical/Electrical Engineer. The engineer will study the existing system and compare to a more efficient system and determine what the cost savings will be. The analysis costs vary depending on the type of system, the square footage and complexity of the study. The average cost to the Owner is between $7,500 and S 11,500 to have this analysis performed and will be billed to the Owner by the Architect as a reimbursable cost. .14 Geothermal Test Wells will be billed directly to and paid by the Owner. .15 Additional consultant expenses may include, but are not limited to site survey(s), soil borings etc. These expenses will be billed as a reimbursable expense to the Owner. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus Fifteen percent ( 15.00 %) of the expenses incurred. § 11.9 Architect's Insurance. If the types and limits of coverage required in Section 2.5 are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect for the additional costs incurred by the Architect for the additional coverages as set forth below: (Insert the additional coverages the Architect is required to obtain in order to satisfy the requirements set forth in Section 2.5, and for which the Owner shall reimburse the Architect.) AIA Document B101 r" —2017. Copyright ©1974, 1978. 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This Init. AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAa Document, or any 20 portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Thls document was t produced by AIA software at 17:49:29 ET on 10124/2019 under Order No.2887812444 which expires on 07/12/2020, and is not for resale User Notes: (1364420712) Page 381 of 422 § 11.10 Payments to the Architect § 11.10.1 Initial Payments § 11.10.1.1 An initial payment of Zero ($ 0,00 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall he credited to the Owner's account in the final invoice. § 11.10.1.2 If a Sustainability Certification is part of the Sustainable Objective, an initial payment to the Architect of if applicable, to be determined ($ ) shall be made upon execution of this Agreement for registration fees and other fees payable to the Certifying Authority and necessary to achieve the Sustainability Certification. The Architect's payments to the Certifying Authority shall be credited to the Owner's account at the time the expense is incurred, § 11.10.2 Progress Payments § 11.10.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid Thirty (30 ) days after the invoice date shall hear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon.) 18.00 % Eighteen per annum § 11.10.2.2 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work, unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement.) ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Architect. § 13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B1011"-2017, Standard Form Agreement Between Owner and Architect .2 Additional AIA Document: NIA .3 Exhibits: Exhibit "A" — ISG Hourly Rate Table (Paragraphs deleted) .4 Other documents: N/A AIA Document 13101 "' —2017. Copyright° 1974, 1978, 1987. 1997, 2007 and 2017 by The American Inaiitute of Architects. All rights reserved. WARNING: This init. AIA°.Document Is protected by U.S. Copyright LaW and International Trestles. Unauthorized reproduction or distribution of this AIA' Document. ar any 21 portion of It, may result in severe civll and criminal penalties, and will ha prosecuted to the maximum extant possible under the ix*. This document was I produced by AIA software at 17:49:29 ET on 10124/2019 under Order No.2887812444 which expires on 07/4212020, and is not for resale. User Notes: (1364420712) Page 382 of 422 § 13.3 To the maximum extent permitted by law, the Client agrees to limit the Architect and his or her subconsultant's liability for the Client's damages to the sum of $50,000.00 or the Design Professional's and his or her subconsultant's fee, whichever is greater. This limitation shall apply regardless of the cause of action or legal theory pled or asserted. This Agreement entered into as (Ate day and year first written above. OWNER (Signature) Quentin Hart, Mayor 41— ARCHITECT (Signature) Tim Verheyen, PE, Principal (Printed name and title) (Printed name, title, and license number, if required) AIA Document 13101 Ta"-2017. Copyright01974,1976, 1967,1997, 2007 and 2017 by The American Institute of Architects. All rights reserved, WARNING: This init. AIA' Document ie protected by U.S. Copyright Law and International Treatles. Unauthorized reproduction or distribution of this AIA Document, or any 22 portion of It, may result In severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was / produced by AMA software at 17:49:29 ET on 10124/2019 under Order No,2967812444 which aspires on 07/1212020, and is not for resale. User Notes: (1364420712) Page 383 of 422 Firm 2019 Standard Hourly Rates s Rates effective as of January 1, 2019 and are subject to change on an annual basis EMPLOYEE TYPE Administrative 1-IV Architect 1SG HOURLY RATE EMPLOYEE TYPE HOURLY RATE 1- Senior Architectural Designer I - Senior Business Developer I - Senior Business Writer - Senior Civil Engineer 1- Senior Civil Designer 1- Senior $64-120 $106-190 Land Survey Specialist I - Senior Landscape Architect - Senior Landscape Designer $96- 138 I - Senior Marketing Consultant/ pecialist $120-182 1- Senior Mechanical Engineer $90-100 I - Senior Community Resource Planner I - Senior Construction Administrator I - Senior Electrical Engineer I - Senior Electrical Designer - Senior $I19-190 $93-134 $109-160 $96- 136 Environmental Scientist/Engineer/Specialist I - Senior GIS Specialist - Senior Graphic Designer I - Senior IT Specialist I - Senior Interior Designer 1- Senior Land Surveyor - Senior $I 17-190 $96- 174 $106-165 $106-164 $85-105 $105-155 $I10-190 $98-176 Mechanical Designer $88- 132 $I14-182 l - Senior Project Coordinator 1- IV Project Manager 1- Senior Senior Finance Consultant StructuralEngineer I - Senior Technical Writer - Senior Visualization Specialist 1- Senior Videographer Equipment Expenses 3D Laser Scanner All -Terrain Vehicle Drone Mapping Grade GPS Survey Grade GPS/Robotics Traffic Counter $99-I35 $100-155 $I 17-190 $96- 132 $108-141 $120-176 $I55 $115-190 Mileage is billed at the IRS allowable rate Consultant subcontracts are billed at cost +10% $120-135 $I4I-17I $120 $61 $24 $121 $18 $54 $11 Page 384 of 422 Page 385 of 422 CITY OF WATERLOO Council Communication Resolution approving a request by the City of Waterloo to dedicate a Sewer Easement over a portion of Lot 7, Anthony Baker's Plat of Outlots, located west of 1628 Washington Street, near Lowell Elementary School, and rescinding Resolution No. 2020-375 in its entirety. City Council Meeting: 6/15/2020 Prepared: 6/10/2020 REVIEWERS: Department Reviewer Action Date Planning & Zoning Schroeder, Aric Approved 6/10/2020 - 10:55 AM Clerk Office Even, LeAnn Approved 6/10/2020 - 11:35 AM ATTACHMENTS: Description Type ❑ Easement Plat Backup Material SUBJECT: Submitted by: Recommended Action: Summary Statement: Expenditure Required: Source of Funds: Policy Issue: Background Information: Legal Descriptions: Resolution approving a request by the City of Waterloo to dedicate a Sewer Easement over a portion of Lot 7, Anthony Baker's Plat of Outlots, located west of 1628 Washington Street, near Lowell Elementary School, and rescinding Resolution No. 2020-375 in its entirety. Submitted By: Noel Anderson, Community Planning and Developoment Director Approval This is a request by the City of Waterloo to dedicate a new sewer easement that will be located east of the Waterloo Community Districts Administrative Offices and west of Lowell Elementary. This new easement will cover an existing sanitary sewer and storm sewer and any sewers that are extended in the future. None N/A Infrastructure The Waterloo Community School District will demolish Lowell Elementary due to it being structurally unsafe and a new school will be built in its location. Sewer Easement Description: A sewer easement over, under, across, and upon the west 60 feet of Lot 7 of Anthony Baker's Plat of Outlots, City of Waterloo, Black Hawk County, Page 386 of 422 Iowa, except the south 30 feet thereof, containing 47,712 square feet (1.05 acres). Page 387 of 422 Index Legend Location Description: Lot 7, Anthony Baker's Plat of Outlots City of Waterloo, Iowa Requestor: Noel Anderson, City of Waterloo Proprietor: City of Waterloo Surveyor: William W. Castle Surveyor Company: City of Waterloo Engineering Department 715 Mulberry Street, Waterloo, IA 50703 Return To: 715 Mulberry St, Waterloo, IA 50703 291-4312 Plat of Survey Sewer Easement, Lot 7, Anthony Baker's Plat of Outlots City of Waterloo, Black Hawk County, Iowa Easement Description: A sewer easement over, under, across, and upon the west 60 feet of Lot 7 of Anthony Baker's Plat of Outlots, City of Waterloo, Black Hawk County, Iowa, except the south 30 feet thereof, containing 47,712 square feet (1.05 acres). Survey Notes: 1. The Bearings shown on this survey are derived from GPS observations using the Iowa State Plane Coordinate System, North Zone, NAD 83 (2011). 2. All dimensions are in US Survey feet and decimals thereof. I hereby certify that this surveying document was prepared and the related survey work was performed by me or under my direct personal supervision and that I am a duly licensed Land Surveyor under the 'PRELIMINARY William W. Castle, PLS Date License Number 19715 My License Renewal Date is December 31, 2021. Pages or sheets covered by this seal : City of Waterloo Engineering Department 715 Mulberry Street, Waterloo, Iowa 50703 Phone: (319) 291-4312 Fax: (319) 291-4262 Drawn By: WWC Scale: Field Work Date: April 2020 Date Drawn: 4-28-2020 Sheet No. 1 of 2 Page388-of 422 Plat of Survey Sewer Easement, Lot 7, Anthony Baker's Plat of Outlots City of Waterloo, Black Hawk County, Iowa Jle so, Line Table 0 et 6 '/O -� o• A L1 v0� � A � v, L2 LOT 39 (80.53' B (S 48°58'23" E) J 0 75 L1 - 50' D 49.95' R (49.93') (S 48°54'07" E) L2 - 55.00' R (54.95') (S 48°49'30" E) L3 - 123.65' R( (12.9:5. ) (S 89°51'17" W) L4 - 123.68' R (123.55') (N 41°04'11" E) L5 - 30' (30.0T) (N 01°29'30" W) L6 - 30' (30.09') (S 00°48'26" E) 150 L7 - 33' (33.00') (S 89°39'30" W) ! L3 C q L8 - 30' (30.10') (N 00°48'26" W) g� sy\ Scale: 1" = 150' L9 - 30' (30.11') (N 0°20'30" W) 7- v D - DEED; R - MISC 309 PG 387 \ \ �04, Survey Notes: z:r\ csi LOT 26 t� 1. The Bearings shown on this survey \ �G are derived from GPS observations \ using the Iowa State Plane \\ s-74 Coordinate System, North Zone, 60' SEWER \ �_i►Y NAD 83 (2011). \6,9 ?J8 2. All dimensions are in US Survey feet EASEMENT \86 and decimals thereof. 297' 45,712 SF (1.05 Acres) '67, 3. Parcel letter "G" assigned by the LOT 33 N HALLOCK'S PLAT OF OUTLOTS 297' _ ssi er o n et 6° \F Black Hawk County Auditor's Office S6- on April 27, 2020. �,„ w F, N LOT 7 \co \ co o ANTHONY \ \ fn BAKER'S PLAT OF / \ \ M OUTLOTS N \ n \ WEST LINE OF BAKER'S OUTLOTS & EAST LINE OF HALLOCK'S OUTLOTS & \ WEST LINE OF SE 1/4 SW 1/4 SEC. 25, \ a LOT 34 0, N T89N, R13W D 60. LOT 6 6^��� °rye t.4-‘ti , . ,b srb -0T 5 297' (296 35' S 89°39'42" W) J (60.00') / 60' (S 89°39'42" W) '/ E LOT 5 (95.49') (563.85' N 89°39'42" E) (S 39°18'23" W) •G L9 L8 L6 WILLISTON AVE - 60'ROW (7979') (39.04') Do- (S 39°18'23" W) IP 297' (296.59' S 89°39'30" W) L7 L5 K F F Plat Legend: SOUTH LINE OF HALLOCK'S OUTLOTS & SOUTH LINE OF SW 1/4 SW 1/4 SEC. 25, T89N, R13W 30' (30.01') (N 89°37'05" E) (n Z ' 30' (30.01') 31 RODS 15 LINKS - 521.4Found Monument (N 89°37'O5" E) (32 RODS 15.67 LINKS - 538.34') Set 5/8" x 24" Rebar w/Blue (N 89°39'30" E) 0 Plastic Cap "Iowa - 19715" SOUTH LINE OF BAKER'S OUTLOTS & ® Cut "X" in concrete, found or set SOUTH LINE OF SE 1/4 SW 1/4 SEC. 25, 123.45' Record Measurement T89N, R13W (123.45') Field Measurement O O O 4- ��nT WV Ce O 30' (30.11') Monument Table H m 1 A - Found 3/4" open pipe a' BERTCH AVE Z o • B - Found 1/2" rebar with yellow 60' (59.78) cap "Iowa 8033" C - Found 3/4" open pipe 1.6' deep DO ttJ A- a) CO a, 0) CD I D - Found 3/4" open pipe with 90° elbow E - Found 3/4" open pipe with nail 30' (29.99') in center F - Found 3" square cast iron monument G - Found 1/2" clipped pipe H Found 1/2" rebar w/out id cap ���QQ 30' (29.92') F - I - Found "T" bar; 3/4" x 2" flange with 3/4" x 1" web. Measured 30' (29.28') at intersection of web centerline and bottom of flange A J - Set 5/8" rebar with blue cap • FOREST AVE 60' (60.09') "Iowa 19715" 60' (59.44') K - Set Mag Spike in HMA pavement "X" 60'(sss7) (S 89°29'20" W) �F y L - Placed chiseled in PCC driveway City of Waterloo Engineering Department 715 Mulberry Street, Waterloo, Iowa 50703 Phone: (319) 291-4312 Fax: (319) 291-4262 Drawn By: WWC Scale: 1" = 150' Field Work Date: April 2020 Date Drawn: 4-28-2020 Sheet No. 2 of 2 Page-389-of 422 CITY OF WATERLOO Council Communication Request by Esad Osmic to rezone 0.945 acres of property, located at 122 Black Hawk Road, from "C-2" Commercial District to "C-P" Planned Commercial District with conditions, to allow for a truck repair and truck terminal business. City Council Meeting: 6/15/2020 Prepared: 6/3/2020 REVIEWERS: Department Planning & Zoning Planning & Zoning Planning & Zoning Clerk Office ATTACHMENTS: Description ❑ Staff Report ❑ Overview Map ❑ Aerial Map ❑ Conditions to Zoning ❑ Site P Ian ❑ Pictures ❑ Narrative ❑ Tree Site Plan ❑ Application SUBJECT: Submitted by: Recommended Action: Summary Statement: Reviewer Schroeder, Aric Hyberger, Seth Schroeder, Aric Even, LeAnn Action Rejected Approved Approved Approved Type Backup Material Backup Material Backup Material Backup Material Backup Material Backup Material Backup Material Backup Material Backup Material Date 6/3/2020 - 9:35 AM 6/3/2020 - 10:00 AM 6/3/2020 - 10:04 AM 6/3/2020 - 10:30 AM Motion to receive, file, consider, and pass for the second time an ordinance amending Ordinance No. 5079, as amended, City of Waterloo Zoning Ordinance, by amending the Official Zoning Map referred to in Section 10- 4-4, approving a rezone of certain property from "C-2" Commercial District to "C-P" Planned Commercial District with conditions, located at 122 Black Hawk Road. Motion to suspend the rules. Motion to consider and pass for the third time and adopt said ordinance. Submitted By: Noel Anderson, Community Planning and Development Director Approval Transmitted herewith is a request by Esad Osmic to rezone 0.945 acres from "C-2" Commercial District to "C-P" Planned Commercial District with conditions, located at 122 Black Hawk Road, in order to allow for a truck repair and terminal business. Page 390 of 422 The Planning and Zoning Commission unanimously approved the request at their regular meeting on May 5, 2020. Expenditure Required: None Source of Funds: N/A Policy Issue: Background Information: Strategy 1.3: Ensure that development -ready sites exist and realistic, meaningful incentives are defined to attract new business and support existing business expansions. The request should not have a major impact on the neighborhood with the recommended conditions. Staff is requesting that a tree buffer be installed along Paul and Janney Avenues and there is commercial properties along its northern property line. The area of the proposed site is currently zoned "C-2" Commercial District and has been zoned as such since the adoption of the zoning ordinance in 1969. Surrounding uses and zoning: North — Vacant Land, Cozy Van, Honn's Auto Body, and residential zoned "C-2" Commercial District. South — Residential and Black Hawk Creek zoned "R-2" One and Two Family Residence District and "A-1" Agricultural District. East — Black Hawk Creek zoned "A-1" Agricultural District. West — Residential zoned "R-2" One and Two Family Residence District and "C-2" Commercial District. There is a 21" sanitary sewer line that travels from the northeast along Black Hawk Creek to the intersection of Black Hawk Road and Paul Avenue before continuing along Black Hawk Road. There is a 8" sanitary sewer line from the intersection of Paul Avenue and Janney Avenue to the intersection of Black Hawk Road and Paul Avenue where it connects to the 21" line along Black Hawk Road. There is also a 12" storm sewer along Janney Avenue. The site sits on the corner of Janney Avenue, Paul Avenue, and Black Hawk Road. Black Hawk Creek sits to the east of the property with commercial to the north along Falls Avenue with residences on the south side of Paul Avenue and on the west side of Janney Avenue. It should also be noted that the residences along the west side of Janney Street are zoned "C-2" Commercial District and have been zoned as such since the adoption of the zoning ordinance in 1969. The building on the site was built in 1954 and has been used as commercial since that time as a automotive services/fuel station and related services. The applicant and current owner of the property owns a trucking company (White Wing Trucking) and is looking to use the property to do limited maintenance and repair on their trucks and as a truckers office/truck terminal. Page 391 of 422 Legal Descriptions: Before purchasing the site the property had not been maintained for some time and the applicant has invested money into fixing up the property. The applicant has also agreeed to put trees along Paul Avenue and Janney Avenue to buffer the property from neighboring residences. The applicants have also agreed to put down hard surfacing on a portion of the lot for parking and to close the most northern entrance along Janney Avenue. Therefore, staff recommends that the request by Esad Osmic to rezone 0.945 acres from "C-2" Commercial District to "C-P" Planned Commercial District for a truck repair and truck terminal facility located at 122 Black Hawk Road be approved for the following reasons: 1. The request would not appear to have a negative impact on the surrounding area with the conditions that have agreed upon by the applicant. 2. The request would not appear to have a negative impact upon pedestrian and traffic conditions within the surrounding area. 3. The site has been used for commercial purposed since at least 1954. With the following conditions: 1. No outside storage other than licensed and operable vehicles and trailers. 2. The property has a tree buffer along Paul Avenue and Janney Avenue except for openings a maximum of 40 feet wide at the two existing driveways. 3. All maintenance and repair of vehicles is to be done inside the building. 4. That hard surfacing be installed on a portion of the property as shown on the approved site plan. 5. That the northern entrance along Janney Avenue be closed, and the tree plantings be placed across the existing opening All that part of Lot 42, Auditor Rainbow's West Side Plat in the City of Waterloo, Black Hawk County, Iowa, and of the Park in "Hagerman Place" in the City of Waterloo, Iowa, adjoining, lying Southwesterly of a line of 200 feet Southwesterly and equidistant from the Southwesterly line of Falls Avenue. Page 392 of 422 June 8, 2020 REQUEST: APPLICANT: GENERAL DESCRIPTION: IMPACT ON NEIGHBORHOOD & SURROUNDING LAND USE: VEHICULAR & PEDESTRIAN TRAFFIC CONDITIONS: RELATIONSHIP TO RECREATIONAL TRAIL PLAN AND COMPLETE STREETS POLICY: ZONING HISTORY FOR SITE AND IMMEDIATE VICINITY: DEVELOPMENT HISTORY: BUFFERS/ SCREENING REQUIRED: DRAINAGE: FLOODPLAIN: Request by Esad Osmic to rezone 0.945 acres from "C-2" Commercial District to "C-P" Planned Commercial located at 122 Black Hawk Road. Esad Osmic, 122 Black Hawk Road, Waterloo, Iowa 50701 The applicant is requesting to rezone the property in question to allow for a truck repair and truck terminal. The request should not have a major impact on the neighborhood with the recommended conditions. Staff is requesting that a tree buffer be installed along Paul and Janney Avenues and there is commercial properties along its northern property line. The request would not appear to have a negative impact on traffic conditions in the area. The University Avenue trail is currently under construction along the south side University Avenue just one block to the south of the site. There will be a sidewalk installed on the north side of University Avenue from Black Hawk Road and to the west. There is also sidewalks on the northwest side of Black Hawk Road and the north/west side of Janney Avenue, and along the south side of Falls Avenue. The area of the proposed site is currently zoned "C-2" Commercial District and has been zoned as such since the adoption of the zoning ordinance in 1969. Surrounding uses and zoning: North — Vacant Land, Cozy Van, Honn's Auto Body, and residential zoned "C-2" Commercial District. South — Residential and Black Hawk Creek zoned "R-2" One and Two Family Residence District and "A-1" Agricultural District. East — Black Hawk Creek zoned "A-1" Agricultural District. West — Residential zoned "R-2" One and Two Family Residence District and "C-2" Commercial District. Residential built between 1925 and 1962, and commercial built between 1952 and 1979. The applicant will be constructing a tree and fence buffer along Paul Avenue and Janney Avenue. Rezoning of the land would not appear to have a negative impact upon drainage in the area. The property is located in Zone X — Protected by Levee as indicated by the Federal Insurance Administration's Flood Insurance Rate Map, Community Number 190025 and Panel Number 0301 F, dated July 18, 2011. 122 Black Hawk Road Rezone "C-2" to "C-P" PSge 391 of 422 June 8, 2020 PUBLIC /OPEN SPACES/ SCHOOLS: UTILITIES: WATER, SANITARY SEWER, STORM SEWER, ETC: RELATIONSHIP TO COMPREHENSIVE LAND USE PLAN: STAFF ANALYSIS ZONING ORDINANCE: TECHNICAL REVIEW COMMITTEE: STAFF ANALYSIS SUBDIVISION ORDINANCE: Fred Becker Elementary School is located 1.21 miles to the west, Central Middle School is located 1.77 miles to the west, and West and East High Schools are both located 1.87 miles to the southeast and east respectively. Hope Martin Memorial Park is located two blocks to the south. There is a 21" sanitary sewer line that travels from the northeast along Black Hawk Creek to the intersection of Black Hawk Road and Paul Avenue before continuing along Black Hawk Road. There is a 8" sanitary sewer line from the intersection of Paul Avenue and Janney Avenue to the intersection of Black Hawk Road and Paul Avenue where it connects to the 21" line along Black Hawk Road. There is also a 12" storm sewer along Janney Avenue. The Future Land Use Map designates this property as Industrial. The proposed land use of neighborhood commercial is in conformance with the Future Land Use Map for this area. The applicant is requesting to rezone 0.945 acres from "C-2" Commercial District to "C-P" Planned Commercial District. The site sits on the corner of Janney Avenue, Paul Avenue, and Black Hawk Road. Black Hawk Creek sits to the east of the property with commercial to the north along Falls Avenue with residences of the south side of Paul Avenue and on the west side of Janney Avenue. It should also be noted that the residences along the west side of Janney Street are zoned "C-2" Commercial District and have been zoned as such since the adoption of the zoning ordinance in 1969. The building on the site was built in 1954 and has been used as commercial since that time as a automotive services/fuel station and related services. The applicant and current owner of the property owns a trucking company (White Wing Trucking) and is looking to use the property to do limited maintenance and repair on their trucks and as a truckers office/truck terminal. Before purchasing the site the property had not been maintained for some time and the applicant has invested money into fixing up the property. The applicant has also agree to put trees along Paul Avenue and Janney Avenue to buffer the property from neighboring residences. The applicants have also agreed to put down hard surfacing on a portion of the lot for parking and to close the most northern entrance along Janney Avenue. The Technical Review Committee did not have concerns regarding this request. The applicant does not plan to subdivide the property. 122 Black Hawk Road Rezone "C-2" to "C-P" PSgEP 39f43 of 422 June 8, 2020 STAFF RECOMMENDATION: Therefore, staff recommends that the request by Esad Osmic to rezone 0.945 acres from "C-2" Commercial District to "C-P" Planned Commercial District for a truck repair and truck terminal facility located at 122 Black Hawk Road be approved for the following reasons: 1. The request would not appear to have a negative impact on the surrounding area with the conditions that have agreed upon by the applicant. 2. The request would not appear to have a negative impact upon pedestrian and traffic conditions within the surrounding area. 3. The site has been used for commercial purposes since at least 1954. With the following conditions: 1. No outside storage other than licensed and operable vehicles and trailers. 2. A tree buffer plan is to be submitted to and approved by the city, and installed along Paul and Janney Avenue. 3. All maintenance and repair of vehicles is to be done inside the building. 4. That hard surfacing be installed on a portion of the property as shown on the approved site plan. 5. That the northern entrance along Janney Avenue be closed, and the tree plantings be placed across the existing opening. 122 Black Hawk Road Rezone "C-2" to "C-P" P:cge39f of 422 City of Waterloo City Council June 8, 2020 J N w s E 1,000 500 1,000 Feet 122 Black Hawk Road Rezone from "C-2" to "C-P" Esad Osmic Page 396 of 422 City of Waterloo City Council June 8, 2020 FALLS AVE Fq4 JANNEY AVE UNIVERSITY AVE UNIVERSITY AVE UNIVERSITY AVE BECKAVE UNIVERSITY AVE .UNIVERSITYAVE UNIVERSITY AVEUNIVERSITY AVE 225 112.5 0 225 Feet 122 Black Hawk Road Rezone "C-2" to "C-P" Esad Osmic Page 397 of 422 bn >, ,1 too w 4,1 as N a' a) c ft = +U rti o 5 cn U - 0 a 0 U U - a N O p 0 -d U U - 0 U O ' - ,. >, 0, N et a�i 00,E qe° o""� a) } s3 0 = d.E 0 a 0 a 0.) 0 clDo U Q) o -d eA O A p _ a)• c b o MI v IDO aa) n N 0 0e t:t 'cl adad x '0 o = -I-' m cu wt, 0 0 a� a)amaO..&' � d, .,a 4, ,- t,dG4 0 o ik g 0 0 N ° ' +) .O O s1. O --- VI U si, O O 0 O c, con +- ++ lLI wo O �4, - UO et b y ' z N „ 'U U _ e to the following conditions on the above -described prope No outside storage other than licensed and operable vehicles and trailers; a) a 'd g el OA 0 d rd a) 'd 74 .0 v4 a) :d g. '0 a) a) 0 0 0 0 cd o g en 0 0 a a) .$) 0 0 6. 0 0 d Q.) o N as shown on the submitted site plan. a) 0 a) trel a) bA • a) a) 0 a) 0 0 a) a) U a) o o 0 eci c4 N M v-; a) bA O OD 0 g 0 .172. N O 00 g U 0 0 a) lat g 0 0 CI) 0 0 0 xi 0 0 0 d 0 � - •o •5 ro to a) n cn O N 0 0 .-d a) 0 eei O 0 a) tf -rd _ .-1 cd 0 0 � 0 71; a] ,p +-• N ,� 1 E ', �92 "o O 0 Fes` - O O 0 .O O N. 0 cH Q) U U cd ✓ . I w 0 a O v o 0 o P- H o 14 a) y c .).0 • ri OI1 cd p" a. (L)N ti' 0 0 0 0 0t"75 Z00 c) cd v 0 L) ' cd 0 • N a) -- 0 U OO I. .- Ti,,:: O, , db a,' 0 p," El 0 0 U,�ri) U 0 a) 'd cd , 0 ', 'd C.)'d a) y 6 0'0 sa,Ci u U o 0 v 0 0 4 OR O ,� - 'b cb cd 0 r„ - o +, a) -N 0 0 �,4:1 o 0 ai cd '. f 0 0 0 o o a' U ��a N O U by rn 'i a1 a) 0 En es 6 o 4-i ,--a Q) U 0 v •EAU 0 o d �'- 0 f C\ 0 1.0 ,- o 5 .o o ,o, ,4 0 a) O bA� U 0 E" P- I i� ice-) a t U OD .E ed bD O � W w PSI Conditions of Zoning — 122 Black Hawk Road Page 398 of 422 Conditions of Zoning —122 Black Hawk Road Page 399 of 422 .ww rti.r,.. Noel -a Jewe Y1-477a ya2 Pri I'rli I .lo hA:sl7 [],dpdrl Black Hawk County, Iowa +tau f}',cr.lairrla,• Td,l;r mop dee6 not repress,/ a survey. txo iieb9ir it aacsI.rnod ror she axt;r-0.:5 1}w dale deilinoaleo hoieln, either errpreesad or +mplin{1 by Biaolt Hwwk Czrunsy. ties Blaw-� Hawk. C:odrity ASGe!bSCY ew tl I t1f wnpk7ygee. Thrs rnRp Is onmpileb +mm tFtcJhI riteXtrids, ncluding pieta, surveys, rstrzolvd dobde, end ccnirecls, tvtd only cantall% 11TrallVialls11111a1N,M13 rlpcal gavernmenl purporrm, 5se: Lhe rocvrxt+eLI dacornv ita for more detailed tnpap nforinallon. Page 400 of 422 Rezone from C-2 to C-P at 122 Black Hawk Road Looking southeast from Janney Avenue toward 122 Black Hawk Road. Looking northwest from Black Hawk Road toward the main building. Looking northeast from the intersection of Looking from Black Hawk Road toward the Paul Avenue and Janney Avenue. commercial located along Falls Avenue. Page 401 of 422 Looking south from Falls Avenue at the commercial along Falls Avenue. Commercial building on Falls Avenue located behind 122 Black Hawk Road. Honn's Body Shop located at the corner of Janney Avenue and Falls Avenue. The front of Honn's Body shop located along Janney Avenue. Page 402 of 422 Looking southwest from Black Hawk Road Homes along Black Hawk Road south of the toward Black Hawk Creek and University. Looking west from Black Hawk Road toward Black Hawk Creek. site in question. Looking along Paul Avenue across from 122 Black Hawk Road. Page 403 of 422 Looking at the northwest corner of Janney Homes located along the east side of Janney Avenue and Paul Avenue. Homes along Paul Avenue across from 122 Black Hawk Road. Avenue. Looking from Janney Avenue toward 122 Black Hawk Road. Page 404 of 422 Letter to City Council from Esad Osmic (122 Black Hawk Rd. Waterloo IA 50701) for rezoning the property to zone C-P I would like to introduce myself first. My name is Esad Osmic, and I have been a resident of Waterloo, IA for the past 20 years. A year and a half ago we purchased the property on 122 Black Hawk Rd. Waterloo, IA. At the time of purchase there was a severe damage to the building and property itself. The grass was tall, weeds everywhere, and trash left all over as well as landscaping materials left out in the open. Since then we have cleaned up the property leaving nothing out in the open besides company vehicles. Grass has been mowed, sprayed for weeds, and repaired any damages. We purchased the building for our small family owned trucking business (White Wing Trucking LLC). We do own 6 of the trucks and they do come to the property from time to time to have them looked at and to fix any issues with the equipment to stay in line with DOT regulations. All the work that needs to be done from now on will be done inside the building. The only equipment that are being worked on, at 122 Black Hawk Rd. are our own trucks. While we are a trucking company the only service that is provided here for the trucking company is our dispatchers who book loads for the drivers and the shop which repairs any issues with the equipment. It is necessary for us to have a lot and shop to work on the equipment as the costs associated with going to others is to expensive for the work provided. I also own a 24-hour Road service and this business does not operate from the property at 122 Black Hawk Rd. Waterloo IA 50701. The road service is only for fixing other trucks and all of that is performed over the road where the trucks break down. I would like to ask you to approve rezoning of the property at 122 Black Hawk Rd. Waterloo IA 50701 to ZONE C-P so we can keep the property for our White Wing Trucking business. The property is essential to our business, as we have built a system surrounding this property. We have our trucks run for a short time and have them return here for check up's and maintenance. We do this to lower the costs associated with repairing the vehicles and to bring work for the other business located in Waterloo, IA it helps us create relationships with facilities around us. We will also invest into adding some fence along Paul Ave. and Janney Ave. to protect our residential neighbors. With that we will also extend our hard surface parking for the trucks when they do come here. We also contacted and contracted True Green company to kill the weeds and grass that has grown over the gravel over the years. With that work done we will also make sure that the trucks do not idle in front of the shop. If a truck needs more work done and will be here overnight, we will provide drivers a hotel room for the time being and trucks will be worked on inside the garage, so to not disrupt the neighbors. We are here to make everybody happy and to help our community and our neighbors with anything they might need help with. We are also open every workday and our neighbors are welcome to come and see what we are working on: -and how we are planning to protect their privacy. Sincerely Esad Osmic 319-830-1869 04.10.2020 Page 405 of 422 5/15/2020 Printable Map Output Black Hawk County, lowa Legend hospital airsert flrvdapl parks_ parks twpmg Railroads Tamahips Srcltoas Water 0 palters v/ piflhrs.Phlay Township / City Lines /� railroad m madden watamamo_ parooldim readnamc_ !toilet Phelps Black Hawk C. Mapc+Iried with ArcA1S • Copyright let i992.2001 £SRI lnc. Black Hawk County, Iowa 316 East 5th Street Waterloo, Iowa 50703-4774 Phone: (319) 833-3002 Fax: (319) 833-3070 E-mail: auditor@co.black-hawk.ia.us.org ,73ft-. - Map Disclaimer: This map does not represent a survey. No liability is assumed for the accuracy of the data delineated herein, either expressed or implied by Black Hawk County, the Black Hawk County Assessor or their employees. This map is compiled from official records, including plats, surveys, recorded deeds, and contracts, and only contains information required for local government purposes. See the recorded documents for more detailed legal information. co- Docs-1-cry -1-c-tes ‘viA)) Itnclk CAI Pei) ()ETA Ctai .FD CSI-e f` a ib4 &! V n - Pe5 S;+e., 'he &+; C1te e A.M 1 I'tc('e.. Page 406 of 422 APPLICATION FOR REZONING CITY OF WATERLOO PLANNING, PROGRAMMING, AND ZONING COMMISSION WATERLOO, IOWA 319.291.4366 1. APPLICATION INFORMATION: a. Applicant's name (please print): &SALD 054i C- Address: l g-a. (c 9c g t%wk 40 Phone: 3 t q-8'3O-I sP6 ? Fax: 3/ 9- 505 - .2 2 City: 14/,4rb"-a.`vo State: I/; Zip: 6.0710 / b. Status of applicant: (a) Owner K (b) Other (CHECK ONE): If other explain: c. Property owner's name if different than above (please print): Address: Phone: Fax: City: State: Zip: 2. PROPERTY INFORMATION: a. General location of property to be rezoned: Iictc k CtQ (A) b. Legal description of property to be rezoned: c. Dimensions of Proposed Zoning Boundary (Excluding Right of Way): d. Area of Proposed Zoning Boundary (Excluding Right of Way): e. Current zoning: L - d2 Requested zoning: ( - /61 f. Reason(s) for rezoning and proposed use(s) of property: g. Conditions (if any) agreed to: DF'M--c, h. Other pertinent information (use reverse side if necessary): Please Note: If applicant is not the owner of the property, the signature of the owner must be secured. If it is the intent to subdivide (split) any land, vacant or improved in conjunction with this request it must go through a platting process (separate from rezone request). The filing fee of $300 + $10 per acre ($750 max) (payable to the City of Waterloo) is required (round amount down to nearest $10 increment). This fee is non-refundable. Under no condition shall said sum or any part thereof be refunded for failure of said amendment to be enacted into law. Any major change in any of the information given will require that the request go back through the process, with a new filing fee. If the request is denied no new petition covering the same or portion of the same property shall be filed with or considered by the Planning, Programming, and Zoning Commission until four (4) months have elapsed from the date of denial by the Waterloo City Council. The undersigned certify under oath and under the penalties of perjury that all information on this request and submitted along with it is true and correct. All information submitted '11 be used by the Waterloo Planning, Programming, and Zonin Commission and the Waterloo City Councaking their decision. The undersigned authorize City Officials to enter the property in • . e: ' in regards to the request. Signre of Applicant Date Signature of Owner Date Page 407 of 422 CITY OF WATERLOO Council Communication An ordinance amending the Traffic Code by adding Subsection (79a) Cyclone Drive, both sides from Titan Trail to Marnie Avenue, to Section 551, Parking Prohibited at All Times on Certain Streets. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date Traffic Operations Even, LeAnn Approved 6/10/2020 - 9:54 AM ATTACHMENTS: Description Type u Ordinance Backup Material S UBJ E C T: Submitted by: Recommended Action: Summary Statement: Policy Issue: Background Information: Motion to receive, file and consider and pass for the first time, an ordinance amending the Traffic Code by adding Subsection (79a) Cyclone Drive, both sides from Titan Trail to Marnie Avenue, to Section 551, Parking Prohibited at All Times on Certain Streets. Motion to suspend the rules. Motion to consider and pass for the second and third times and adopt said ordinance. Submitted By: Sandie Greco, Traffic Operations Director Adopt Ordinance Concerned citizens and Heartland Vineyard Church contacted Traffic Operations regarding a safety issue while vehicles are parked on Cyclone due to the left turn lanes being used as a straight thru lane. With the street being 37 ft. wide emergency vehicles would find it very difficult to maneuver thru with vehicles parked along the curb. Strategy 2.2: Enlist all City department and staff members in efforts to promote a safer community. Of the nine (9) letters that were mailed to property owners affected by this ordinance change, the four (4) that responded were all in favor of the No Parking on Both Sides of Cyclone Drive. Page 408 of 422 ORDINANCE NO. AN ORDINANCE AMENDING THE 2008 TRAFFIC CODE BY ADDING SUBSECTION (79a) CYCLONE DRIVE, BOTH SIDES FROM TITAN TRAIL TO MARNIE AVENUE, TO SECTION 551, PARKING PROHIBITED AT ALL TIMES ON CERTAIN STREETS, AS FOLLOWS: BE IT ORDAINED by the City Council of the City of Waterloo, Iowa: That Subsection (79a) Cyclone Drive is hereby added to Section 551 Parking Prohibited at All Times on Certain Streets, of the 2008 Traffic Code, as follows: (79a) Cyclone Drive Both sides from Titan Trail to Marnie Avenue. PASSED AND ADOPTED by the City Council this 15th day of June, 2020, and approved by the Mayor this 15th day of June, 2020. Quentin Hart, Mayor ATTEST: Kelley Felchle, City Clerk Page 409 of 422 CITY OF WATERLOO Council Communication An ordinance amending the Traffic Code by adding Subsection (399a) Titan Trail, northwest side from West Ridgeway Avenue to Greyhound Drive, to Section 551, Parking Prohibited at All Times on Certain Streets. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date Traffic Operations Even, LeAnn Approved 6/10/2020 - 9:54 AM ATTACHMENTS: Description Type u Ordinance Backup Material SUBJECT: Submitted by: Recommended Action: Summary Statement: Policy Issue: Background Information: Motion to receive, file and consider and pass for the first time, an ordinance amending the Traffic Code by Adding Subsection (399a) Titan Trail, northwest side from West Ridgeway Avenue to Greyhound Drive, to Section 551, Parking Prohibited at All Times on Certain Streets, as follows: Titan Trail - northwest side from W. Ridgeway Avenue to Greyhound Drive. Motion to suspend the rules. Motion to consider and pass for the second and third times and adopt the ordinance. Submitted By: Sandie Greco, Traffic Operations Director Adopt Ordinance Due to future construction in the Greyhound Park area, concerns were raised with the truck, bus and vehicle traffic on Titan Trail. Titan Trail is 31 ft. wide which makes it difficult for emergency vehicles to maneuver the street when vehicles are parked on both sides. After assessing Titan Trail during morning and evening hours, it is my recommendation to prohibit parking on the northwest side of Titan Trail. Strategy 2.2: Enlist all City department and staff members in efforts to promote a safer community. Letters were sent to seven (7) property owners affected by this ordinance change. Four (4) responded favorably with the ordinance change. Page 410 of 422 ORDINANCE NO. AN ORDINANCE AMENDING THE 2008 TRAFFIC CODE BY ADDING SUBSECTION (399a) TITAN TRAIL, NORTHWEST SIDE FROM W. RIDGEWAY AVENUE TO GREYHOUND DRIVE, TO SECTION 551, PARKING PROHIBITED AT ALL TIMES ON CERTAIN STREETS, AS FOLLOWS: BE IT ORDAINED by the City Council of the City of Waterloo, Iowa: That Subsection (399a) Titan Trail is hereby added to Section 551 Parking Prohibited at All Times on Certain Streets, of the 2008 Traffic Code, as follows: (399a) Titan Trail Northwest side from W. Ridgeway Avenue to Greyhound Drive. PASSED AND ADOPTED by the City Council this 15th day of June, 2020, and approved by the Mayor this 15th day of June, 2020. Quentin Hart, Mayor ATTEST: Kelley Felchle, City Clerk Page 411 of 422 CITY OF WATERLOO Council Communication Motion approving Change Order No. 1 from Cardinal Construction of Waterloo, Iowa, for a net increase of $6,256.56, in conjunction with the Five Sullivan Brothers Convention Center Chiller Project. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date Building Department Ahlhelm, Greg Approved 6/9/2020 - 10:39 AM Clerk Office Higby, Nancy Approved 6/9/2020 - 3:49 PM ATTACHMENTS: Description Type ❑ 5 Bros Chiller Change Order No. 1 Backup Material Submitted by: Recommended Action: Summary Statement: Submitted By: Noel Anderson, Community Planning and Development Director Approval To provide and install new tee and isolation valves now which will allow these to be in place for future phases. Page 412 of 422 • CARDINAL CONSTRUCTION Change Request I To: Dan Channer (dan@struxture.com Description: CR #1 - PR 1 Tee & Isolation Valves Source: Proposal Request # 1 1246 Martin Road Waterloo, IA 50701 Ph:{319)232-5400 Number: 1 Date: 5/27/20 Job: 20-129 5 SULLIVAN BROTHERS CONVENTION Phone: C t 1 l E.'.'< o e We are pleased to offer the following specifications and pricing to make the following changes: To provide and install new tee and isolation valves as directed by PR 1. Work performed by subcontractors: Description Subcontractor Price MECHANICAL -SUB $5,942.04 Subtotal: Subtotal: OHP Cardinal Work OHP Sub Work $5,902.00 5.00% Insurance/Bond $5,902.00 1,16% Total: If you have any questions, please contact me at 319-232-5400. $5,902.00 $5,902.00 $0.00 $295.10 $68.46 $6,265.56 Submitted by: Brandon Schoborg CARDINAL CONSTRUCTION INC Approved by: Date G`P-xd ZcI Page 1 of 1 Page 413 of 422 Young PLUMBING & HEATING CO. Mechanical Contractors June 1, 2020 Brandon Schoborg Cardinal Construction 1246 Martin Road Cedar Rapids, IA 52401 Re: PR #001 -Revision Brandon: Young Plumbing and Heating Co, propose the following: Per the drawing provided in proposal request 001 for 5 Sullivan Brothers we providing the following quote to add the one set of taps in a single location and as follows: Please see the attached break clown on material. Material $ 1,074.00 Labor 47 hours @ 64.50 $ 3,031.00 OH&P 15% $ 616.00 Kennedy Insulation $ 900.00 Welding machine $ 225.00 OH&P-5% $ 56.00 Total Add $ 5,902.00 Sincerely, Todd Gelhardt c Young Plumbing and Heating Co. 750 South Hackett Road POBox 1077 Waterloo, Iowa 50704 Phone (319) 234-4411 Fax (319) 234-4540 Page 414 of 422 Material Pricing Sheet Sheet: Item Counted: Project: 5 Sullivan Brothers Drawing: Prosal Request #001 -Single set of takeoff 6/1/2020 Size item Description Price Each Totals _Quantity 5M2.21 . Additional future connections item #1 1 8" Weld 90 $52.72 $52.72 2 8" Weld tee $75.24 $160.48 2 8" Weld neck Flanges $51.30 $102.60 2 8" Blind Flanges $49.85 $99,70 2 8" Butteryfly valves $267.44 $534,88 2 8" schedule 40 piping $16.79 $33.58 4 Additonal hangers and supports $18.75 $75.00 Welding Rod $25.00 $0.00 TOTAL $1,073.96 Page 415 of 422 CITY OF WATERLOO Council Communication 4:10 p.m. Work Session, Harold E. Getty Council Chambers City Council Meeting: 6/15/2020 Prepared: REVIEWERS: Department Reviewer Action Date Clerk Office Felchle, Kelley Approved 6/10/2020 - 5:18 PM Submitted by: Submitted By: Page 416 of 422 CITY OF WATERLOO Council Communication Waterloo Housing Authority Board meeting minutes of 05/18/2020. City Council Meeting: 6/15/2020 Prepared: 6/9/2020 REVIEWERS: Department Reviewer Action Date Housing Authority Muhic, Senada Approved 6/9/2020 - 10:51 AM Clerk Office Higby, Nancy Approved 6/9/2020 - 5:22 PM ATTACHMENTS: Description Type Waterloo Housing Authority Board Meeting Minutes of D 05/18/2020 Cover Memo SUBJECT: Waterloo Housing Authority Board meeting minutes of 05/18/2020. Submitted by: Submitted By: Senada Muhic, Bookkeeper/ Administrative Assistant Page 417 of 422 WATERLOO HOUSING AUTHORITY, Governing Board Meeting Minutes Monday May 18, 2020 at 4:45 PM (Zoom Meeting) Harold E. Getty Council Chambers — Waterloo City Hall Members Present: Boesen, Amos, Grieder, Klein, Morrissey, Feuss, Varnold, Juon The meeting was called to order at 4:45 p.m by Chairperson Klein. Motioned by Morrissey, seconded by Grieder, to approve minutes of the March 23, 2020 meeting and the agenda as proposed. Ayes: All Motion: Carried. New Business Motioned by Juon, seconded by Grieder to approve award of bid to Stickfort Electric in the amount of 7,403.00 to purchase and install 10 LED light fixtures for the Ridgeway Towers parking lot. Ayes: All Motion: Carried Motioned by Juon, seconded by Grieder to send a resolution of approval to the Depailriient of Housing and Urban Development to accept the FY2020 HUD Statement of Operating Budget and Expenditures for Ridgeway Towers Public Housing. Ayes: All Motion: Carried Motioned by Juon, seconded by Grieder to approve the FYE 6/30/19 HUD Real Estate Assessment Center Audit Procedures conducted by RSM US LLP. Ayes: All Motion Carried. Motioned by Juon, seconded by Grieder to approve and place on file the Housing Authority report including the Leasing, HAP, and Administrative Fee Utilization Report. Ayes: All Motion Carried. Motioned by Feuss, seconded by Grieder to adjourn the meeting at 4:50 p.m. Ayes: All Motion: Carried SM Page 418 of 422 CITY OF WATERLOO Council Communication Planning, Programming & Zoning minutes of May 5, 2020. City Council Meeting: 6/15/2020 Prepared: 6/10/2020 REVIEWERS: Department Reviewer Action Date Planning & Zoning Schroeder, Aric Approved 6/10/2020 - 9:48 AM Clerk Office Higby, Nancy Approved 6/10/2020 - 10:15 AM ATTACHMENTS: Description Type ❑ minutes Cover Memo SUBJECT: Planning, Programming & Zoning minutes of May 5, 2020. Submitted by: Submitted By: Page 419 of 422 MINUTES CITY OF WATERLOO, IOWA PLANNING, PROGRAMMING AND ZONING COMMISSION REGULAR MEETING - 4:00 P.M. May 5, 2020 The regular meeting of the Waterloo Planning, Programming, and Zoning Commission was called to order by Chairperson Wilber at 4:01 p.m. in the Harold E. Getty Council Chambers at Waterloo City Hall. Members present were: Patrisha Serfling. Members present electronically were: Sylvia Jackson, Cody Leistikow, Craig Holdiman, Steve Trost, Eric Donat, Virginia Wilber, Marcia Buttgen, Sue Flynn and Brandon Schoborg. Members absent were: None. Others present: Aric Schroeder, Chris Western and John Dornoff — Planning Department, and 3 citizens. Others present electronically: Noel Anderson — Community Planning & Development Director I. Approval of the Agenda It was moved by Donat, seconded by Holdiman to approve the agenda. Motion carried unanimously. II. Approval of the Minutes from the Regular Meeting on April 7, 2020. It was moved by Donat, seconded by Trost to approve the minutes. Motion carried unanimously. III. Financial Report March 2020 Schroeder read the financial report. Flynn asked about the revenues about sale of properties being down to which Schroeder said that there was one transaction with the sale of the former Central Garage which would help, however with expenses being down it helps to even the budget out. It was moved by Serfling, seconded by Schoborg to receive and place the financial report on file. Motion carried unanimously. IV. Oral Presentations No oral presentations. V. New Business A. Hearings — Rezones 1. Request by Esad Osmic to rezone 0.945 acres from "C-2" Commercial District to "C-P" Planned Commercial District to allow for a truck repair and truck terminal facility located at 122 Black Hawk Road. It was moved by Donat, and seconded by Flynn to receive and place on file the statement of verification at 4:07p.m. Motion carried unanimously and Wilber declared the hearing open. Hyberger read the staff report recommending approval of the request with the following conditions: 1) no outside storage other than licensed and operable vehicles and trailers; 2) the property be fenced with a vinyl type fence and a tree buffer along Paul Avenue and Janney Avenue except for openings a maximum of 40 feet wide at the two existing driveways; 3) all maintenance and repair of vehicles is to be done inside the building 4) that hard surfacing be installed on a portion of the property as shown on the Page 420 of 422 Planning and Zoning Commission May 5, 2020 approved site plan; and 5) that the northern entrance along Janney Avenue be closed, and the fencing and tree plantings be placed across the existing opening. Holdiman asked where the hard surfacing was supposed to be to which Hyberger explained the proposed hard surface area. Donat asked if the Black Hawk County Health Department had any concerns about the request due to the COVID-19 crisis to which Hyberger said no. Matera Potocknik, 122 Black Hawk Road, fiance to the applicant explained how they purchased the property a year ago and what they planned to do with the property, noting they were not aware it was not properly zoned. Trost asked which driveways were going to be maintain to which Schroeder responded that they will close the northwestern driveway to Janney Avenue, but keep the driveway off of Black Hawk Road, and the one that is along the curve of Paul Avenue. Wilber informed the applicant that the commission did receive their letter and was appreciative of the additional information. Diane Hulme, 120 Paul Avenue, lives across the street from the site and stated that the applicants have done a good job fixing up the property and wondered why a fence would be required when the previous owners were supposedly grandfather in. Did not see a reason for a fence as the homes on Paul Avenue sit at a higher elevation and even with a fence could see into the property. Dornoff noted that staff had received two phone calls about the rezone and both parties said that the applicants were taking care of the property and were not opposed to it. Flynn asked if there was any opposition to which Schroeder responded that there was none received. Schroeder suggested a discussion on the conditions about the fence which was a suggestion from staff to screen the property but since the neighbor doesn't see the need for it maybe it can be eliminated. Holdiman stated that he agrees that the homes along Paul Avenue are above grade so the fence may not make sense and felt trees were fine for screening. Trost said he would support eliminating the need for the fence and Donat said that he would support the installation of trees. Schroeder explained that the ordinance would not require a fence but could be a condition for the rezone. Commissioners further discussed the requirement for fence and trees. Condition changed to a tree planting plan be submitted to and approved by the city. It was moved by Donat, seconded by Leistikow to close the public hearing. Motion carried unanimously. The hearing was closed at 4:22 p.m. It was moved by Donat, seconded by Serfling to recommend approval of rezone request with the following conditions: 1) no outside storage other than licensed and operable vehicles and trailers; 2) a tree buffer plan be submitted to and approved by the city, and be installed along Paul Avenue and Janney Avenue; 3) all maintenance and repair of vehicles is to be done inside the building; 4) that hard surfacing be installed on a portion of the property as shown on the site plan, and 5) that the northern entrance along Janney Avenue be closed, and the tree plantings be placed against the existing opening. Motion carried unanimously. VI. Discussion The next meeting of the Planning, Programming and Zoning Commission will be on June 2, 2020. -2- Page 421 of 422 Planning and Zoning Commission May 5, 2020 Wilber introduced the new members of the commission Sylvia Jackson, Cody Leistikow, and Brandon Schoborg. VII. Adjournment It was moved by Serfling, seconded by Leistikow, to adjourn the meeting at 4:39 p.m. Motion carried unanimously. Respectfully submitted, John Dornoff, Planner I 3 Page 422 of 422