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Council Packet - 2/15/2021
THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA, REGULAR SESSION TO BE HELD AT Meeting will be held virtually via Zoom. Visit https:Hcityofwaterlooiowa.com/register and register to receive the Zoom meeting information. Please contact the City Clerk's Office at 319-291-4323 with questions. Monday, February 15, 2021 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. Implernent a Cornaurity 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,afibrdable,and livable city. 4. Enhance the image of Waterloo and the City to residents and businesses imide and outside of the conmairrity. ELECTRONIC CITY COUNCIL MEETINGS At this time,all meetings of the Waterloo City Council will be electronic because meeting in person is impossible or impractical due to the spread of COVID-19. Iowa Code Section 21.8,Governor Reynolds'Disaster Emergency Proclamations allow cities to hold electronic meetings and Mayor Hart has issued Civil Emergency Proclamations calling for electronic meetings. Electronic meetings will be held utilizing Zoom video conferencing. Zoom meeting information is available on the city website at https://cityofwaterlooiowa.com/register. You may also call the City Clerk's Office at 319-291-4323 or email clerks@waterloo- ia.org to receive the meeting information. Individuals speaking during the electronic regular session or planning session meetings are required to follow the rules for public participation. GENERAL RULES FOR PUBLIC PARTICIPATION REGULAR SESSION AGENDA A 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 public is required to follow the rules listed in this article when speaking during any meeting of the city council. a At the presiding officer's discretion,individuals may address the presiding officer by stepping to the podium,and after recognition by the presiding officer,shall state their name,address and group affiliation,if appropriate,and speak clearly into the microphone. C. Comments shall be germane and refrain from personal,impertinent,or slanderous remarks. D. Cell phones and electronic devices shall be set to silent prior to the start of the meeting. Page 1 of 650 RULES FOR PUBLIC COMMENT SECTION OF THE AGENDA A. Individuals shall speak one (1) time on only one (1) issue for a maximum of five (S) minutes only if they have registered with the city clerk's office no later than 4:00 p.m. on the day of the council meeting. Individuals who have not registered shall not be permitted to speak during the public comment portion of the agenda. Individuals shall only speak on matters not listed on the regular session agenda for that date. Any matter presented shall be directed to the presiding officer and addressed, if necessary, after the meeting.;Individuals may call the city clerk's office at 319-291-4323 or email clerks@waterloo-ia.org. B. Council members may speak during public comment portion of the agenda after the public has finished speaking C. City staff shall not be required to provide an immediate answer to a matter presented during a council meeting unless it specifically pertains to an item on the agenda RULES FOR PUBLIC COMMENT DURING PUBLIC HEARINGS Individuals may speak during the public comment portion of a scheduled public hearing for a maximum of three (3) minutes or may submit written comments to the city clerk by 4:00 p.m. on the day of the public hearing. Groups of citizens with similar viewpoints are encouraged to select a representative to share the viewpoint of the group. RULES FOR PUBLIC COMMENT DURING AGENDA ITEMS At the discretion of the presiding officer, individuals may speak for a maximum of three (3) minutes when the council discusses agenda items. This section does not apply to businesses or parties directly involved in agenda items. Roll Call. Prayer or Moment of Silence Pledge of Allegiance Ray Feuss, Ward 5 Council Member Agenda, as proposed or amended. Minutes of February 1, 2021, Regular Session, as proposed. PUBLIC COMMENTS 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 setting date of the budget maximum levy public hearing as March 1, Page 2 of 650 2021 at 5:30 p.m. to approve the maximum levies as required by state law, and instruct the City Clerk to publish said notice. Submitted By: Michelle Weidner, Chief Financial Officer 3. Resolution approving the Iowa Certified Local Government 2020 Annual Report, and authorizing the Mayor and Planning Staff to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director 4. Motion to receive the City of Waterloo Comprehensive Annual Financial Report for the fiscal year ended June 30, 2020 and place on file. Submitted By: Michelle Weidner, Chief Financial Officer 5. Resolution accepting Meth HotSpots Grant monies from October 1, 2020 to June 30, 2021, in the amount of $20,000, as a sub-recipient from the Governor's Office of Drug Control Policy, and authorizing the Mayor and Chief of Police to execute said document. Submitted By: Dave Mohlis, Police Captain 6. Resolution approving Completion of Project and Recommendation of Acceptance of Work, for work performed by Parking-Inc., of Des Moines, Iowa, in the amount of$207,966, in conjunction with the Waterloo Parking Access and Control System Project. Submitted By: Noel Anderson, Community Planning and Development Director 7. Resolution approving Completion of Project and Acceptance of Work for work performed by Don Gardner Construction Co., of Waterloo, Iowa, in the amount of $263,760, in conjunction with replacement of the east and west mechanical roofs at Young Arena. Submitted By: Travis Nichols, Facilities/Project Manager 8. Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Koelker Excavating, Inc., of Marion, Iowa, in the amount of $644,768.50, in conjunction with the Cedar Valley Crossing Subdivision, and receive and file a two-year maintenance bond. Submitted By: Dennis J. Gentz, PE, Assistant City Engineer 9. Motion approving Final Quantity Summary for a net decrease of $1,922, in conjunction with the FY 2020 Cedar River Bladder Dam Repairs, Contract No. 996, and authorizing the Mayor and City Clerk to execute said document. Submitted By: Wayne Castle, PLS, PE, Associate Engineer 10. Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by J.F. Brennan Company, Inc., of La Crosse, Wisconsin, in the amount of $218,348, in conjunction with the FY 2020 Cedar River Bladder Dam Repairs, Contract No. 996, and receive and file a two-year maintenance bond. Submitted By: Jamie Knutson, PE, City Engineer 11. Motion approving final quantity summary for Peterson Contractors, Inc., for a net increase of $6,798.25, in conjunction with the FY 2020 3200 Block of W. Airline Highway Sanitary Sewer Project, Contract No. 979, and authorizing the Mayor and City Clerk to execute said document. Submitted By: Matt Schindel, Associate Engineer 12. Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Peterson Contractors, Inc., of, Reinbeck, Iowa, in Page 3 of 650 the amount of $180,213.75, in conjunction with the FY 2020 3200 Block of W. AirlIine, HAway Sanit ewe Pro�ect, Contract No. 979. Submittet By: Jamie �i u son, �E, �ity Engineer 13. Resolution approving preliminary plans, specifications, form of contract, etc., setting date of bid opening as March 4, 2021 and date of public hearing as March 15, 2021, in conjunction with the FY 2021 Commercial St., Katoski Drive, and Hawkeye Road Reconstruction Program, Contract No. 1024, and instruct City Clerk to publish said notice. Submitted By: Dennis Gentz, PE, Assistant City Engineer 14. Resolution approving preliminary specifications, bid documents etc., setting date of bid opening as March 4, 2021 and date of public hearing as March 15, 2021, in conjunction with the FY 2021 Riverfront Stadium Electrical Repair Project, Contract No. 1046, and instruct the City Clerk to publish said notice. Submitted By: Travis Nichols, Facilities/Project Manager 15. Resolution setting date of public hearing as March 1, 2021, to approve the request by the City of Waterloo, to rezone approximately 17.50 acres from "A-1" Agricultural District and "M-1" Light Industrial District to "C-P" Planned Commercial District and "B-P" Business Park District, located at 700 Falls Avenue, and instruct the City Clerk to publish said notice. Submitted By: Noel Anderson, Community Planning and Development Director 16. Resolution setting date of public hearing as March 1, 2021 for the approval of a Development Agreement with LG Companies, LLC, for the sale and conveyance of city-owned property located near 1010 Fletcher Avenue, in the amount of $5,000, and $25,000 in infill incentives, for the construction for two new twin homes, and instruct the City Clerk to publish said notice. Submitted By: Noel Anderson, Community Planning and Development Director 17. Resolution setting date of public hearing as March 1, 2021 for the sale and conveyance of city-owned property located west of 225 Sumner Street, to Elisa Walker and Bre'onna Walker, in the amount of $200, including approximately $20,000 in improvements to the abutting house, with a development agreement, and instruct the City Clerk to publish said notice. Submitted By: Noel Anderson, Community Planning and Development Director 18. Resolution approving award of bid to Boulder Contracting LLC, of Grundy Center, Iowa, in the amount of$252,250, approving the contract, bond, and certificate of insurance, in conjunction with the FY 2021 Greenbelt Lake REAP Grant Project, Contract No. 1042, and authorizing the Mayor and City Clerk to execute said documents. Submitted By: Travis Nichols, Facilities/Project Manager 19. Resolution approving the request of Roxanne and Guillermo Galvez, for tax exemptions on the construction of a new single family home valued at $350,000, for property located at 2611 Burton Avenue, and located in the City Limits Urban Revitalization Area (CLURA). Submitted By: Noel Anderson, Community Planning and Development Director 20. Resolution approving the request of Azra Rizvic, for tax exemptions on the construction of a new single family home valued at $390,000, for property located at 1610 Falcon Ridge, and located in the City Limits Urban Revitalization Area (CLU RA). Submitted By: Noel Anderson, Community Planning and Development Director Page 4 of 650 21. Resolution approving the request of Joshua Dahlen, for tax exemptions on the construction of a new single family home valued at $220,375, for property located at 1410 Audubon Drive, and located in the City Limits Urban Revitalization Area (CLURA). Submitted By: Noel Anderson, Community Planning and Development Director 22. Resolution approving the request of Rosemary Jones, for tax exemptions on the construction of a new single family home valued at $290,000, for property located at 3020 Angeles Drive, and located in the Consolidated Urban Revitalization Area (CU RA). Submitted By: Noel Anderson, Community Planning and Development Director B. Motion to approve the following: 1. TRAVEL REQUESTS a. 1 Lieutenant and 8 Sergeants Class/Meeting: Law Enforcement Executive Development Association Supervisor Liability Training Destination: Waterloo, IA Dates: 2/1-28/2021 Amount not to exceed: $3,150 b. 1 Lieutenant, 2 Sergeants, and 8 Officers Class/Meeting: De- Escalation Strategies for Best Outcomes Destination: Waterloo, IA Dates: 2/8-10/2021 Amount not to exceed: $15,000 2. LIQUOR LICENSES a. The Broken Record, 315 W. 4th Street Class: C Liquor w/Outdoor Service Renewal Application Includes Sunday Expiration Date: 1/20/2022 b. The Comfort Zone, 213 E. 5th Street Class: C Liquor Renewal Application Includes Sunday Expiration Date: 1/17/2022 C. EI Patron Family Mexican Restaurant, 301 E. 4th Street Class: C Liquor w/Outdoor Service Renewal Application Includes Sunday Expiration Date: 2/28/2022 d. Grout Museum Class: Special Class C Liquor Renewal Application Includes Sunday Expiration Date: 12/14/2021 e. King Star, 2035 E. Mitchell Avenue Page 5 of 650 Class: B Native Wine/ C Beer Renewal Application Includes Sunday Expiration Date: 1/19/2022 3. APPOINTMENTS a. Marty Freshwater Board/Commission: HVAC Mechanical Board for Licensing &Appeals Expiration Date: February 12, 2024 Re-Appointment b. Jeffrey Thompson Board/Commission: HVAC Mechanical Board for Licensing &Appeals Expiration Date: February 12, 2024 Re-Appointment C. Brandon Schoborg Board/Commission: General Contractors Board of Licensing, Examiners & Appeals Expiration Date: February 19, 2024 Re-Appointment d. Casey Gardner Board/Commission: General Contractors Board of Licensing, Examiners & Appeals Expiration Date: February 16, 2024 Re-Appointment e. Dan Levi Board/Commission: General Contractors Board of Licensing, Examiners & Appeals Expiration Date: February 15, 2024 New Appointment 4. Motion approving Change Order No. 1 from Parking-Inc., of Des Moines, Iowa, for a net decrease of $18,632, in conjunction with the Waterloo Parking Access and Control System Project, and authorizing the Mayor to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director 5. Motion approving Change Order No. 1 from Peterson Contractors, Inc., of Reinbeck, Iowa, for a net increase of$19,211.50, in conjunction with the FY 2020 3200 Block of W. Airline Highway Sanitary Sewer Project, Contract No. 979, and authorizing the Mayor and City Clerk to execute said document. Submitted By: Wayne Castle, PLS, PE, Associate Engineer 6. Motion approving Change Order No. 2 with Woodruff Construction of Madison, Wisconsin, for a net decrease fo $14,235, in conjunction with the FY 2020 Wastewater Treatment Plant Biosolids Modifications Project, Contract No. 994, and authorizing the Mayor to execute said document. Submitted By: Brian Bowman, Treatment Operations Supervisor 7. Motion to approve Exception to Burning Yard Waste Application for George Wyth Page 6 of 650 State Park to burn the following between March and June 2021: George Wyth Prairie, 15 acres between Wyth Lake and main park road, Prairie/Pollinator areas near entrance of George Wyth - 2 acres, dike along the main road of the park, approximately 3 acres, prairie at back of park near the Lodge, 2 acres, brush pile in frisbee picnic area, 20 foot by 20 foot, and brush pile behind park shop, 30 foot by 30 foot. Submitted By: Pat Treloar, Fire Chief PUBLIC HEARINGS 2. Request by L and BB, LLC, for a Site Plan Amendment to the "R-3,R-P" Planned Multiple Residence District to allow for the development of six (6) residential lots for single family homes, on a site previously approved for two (2) duplexes, an increase in the number of approved residential units from four (4) to six (6), located southeast of 2950 Southland Drive. Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - Comments on file. Motion to close hearing and receive and file oral and written comments and recommendation of approval of the Planning, Programming and Zoning Commission. Motion to receive, file, consider, and pass for the first 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, to approve a request by L and BB, LLC, for a Site Plan Amendment to the "R-3,R-P" Planned Multiple Residence District to allow for the development of six(6) residential lots for single family homes, on a site previously approved for two (2) duplexes, an increase in the number of approved residential units from four (4) to six(6), located southeast of 2950 Southland Drive. Motion to suspend the rules. Motion to consider and pass for the second and third times and adopt the ordinance. Submitted By: Noel Anderson, Community Planning and Development Director 3. FY 2021 Sanitary Sewer Gatewell Repairs - Phase I, Contract No. 951. 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., and authorizing to proceed. Motion to receive, file and instruct City Clerk to read bids and refer to City Engineer for review. Submitted By: Wayne Castle, PLS, PE, Associate Engineer 4. Ten-year agreement for Body/In-Car cameras, Tasers and digital evidence management system with Axon Enterprise, Inc. Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Motion to close hearing and file comments. Resolution approving a ten-year agreement with Axon Enterprise, Inc., for body/in-Car cameras, Tasers and digital evidence management, in the amount of $4,077,656.96, paid over the contract period, and authorizing the Mayor and City Clerk to execute said document. Submitted By: Chief Joel F. Fitzgerald, Sr., Ph.D. Page 7 of 650 5. Request by the City of Waterloo to vacate approximately 1.70 acres of excess right-of-way, with the retention of a utility easement, and conveying excess right-of-way to M.T. Co., LLC, for property located south of 3470 West Airline Highway. 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, and recommendation of approval of the Planning, Programming and Zoning Commission. Motion to receive, file, consider and pass for the first time an ordinance approving a request by the City of Waterloo to vacate approximately 1.70 acres of excess right-of- way, with the retention of a utility easement, located south of 3470 West Airline Highway Motion to suspend the rules. Motion to consider and pass for the second and third times and adopt the ordinance. Resolution approving a Property Exchange Agreement with M.T. Co., LLC, to convey approximately 1.70 acres of city owned right-of-way, and authorizing the Mayor and City Clerk to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director RESOLUTIONS 6. Resolution approving a Memorandum of Understanding with Elevate Housing Foundation, AKA (CCBHC), to provide embedded Social Worker(s) to the Waterloo Police department. Submitted By: Joe Leibold, Major 7. Resolution approving the request by Kasim Mustedanagic to name a private street Aidin Way, generally located south of 4245 W. 4th Street. Submitted By: Aric Schroeder, City Planner 8. Resolution approving Supplemental Agreement No. 1, to a Professional Services Agreement originally executed March 11, 2020, with Willett, Hofmann and Associates, Inc., in the amount of$5,500, in conjunction with the Downtown Traffic Fiber Optic and Camera Project, and authorizing the Mayor to execute said document. Submitted By: Mohammad Elahi, Traffic Engineer 9. Resolution approving Supplemental Agreement No. 1 to a Professional Services Agreement originally executed June 22, 2020, with Stanley Inc., of Des Moines, Iowa, in the amount of$8,384.11, to provide Construction Engineering services in conjunction with the Park Avenue Bicycle Signal Improvements Project, and authorizing the Mayor to execute said document. Submitted By: Mohammad Elahi, Traffic Engineer 10. Resolution approving Supplemental Agreement No. 1, to a Professional Services Agreement with AECOM Technical Services, Inc., of Waterloo, Iowa, originally executed May 20, 2019, in an amount not to exceed $129,800, in conjunction with the FY 2021 Cedar River Marina and Recreational Enhancements Project, Contract No. 1011, and authorizing the Mayor to execute said document. Submitted By: Wayne Castle, PLS, PE, Associate Engineer Page 8 of 650 11. Resolution approving a Professional Services Agreement with Ballard*King & Associates, of Highlands Ranch, Colorado, in an amount not to exceed $45,755, to complete an Aquatics Master Plan for the City of Waterloo, and authorizing the Mayor and City Clerk to execute said document. Submitted By: Mark Gallagher, Recreation Services Manager 12. Resolution approving a Service Agreement with ElementsXS, of Syracuse, Utah, in conjunction with a city-wide service-request and asset-management software, in the amount of $50,000 annually, with integration costs of $75,000, and authorizing the Mayor to execute said documents. Submitted By: Chris Youngblut, Director of Technology 13. Resolution approving and accepting assignment and quit claim of sanitary sewer easement from Youngblut Construction Company, located south and east of 777 Isle of Capri Boulevard, and authorizing the Mayor and City Clerk to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director 14. Resolution approving a Development Agreement with Elizabeth Blake, LLC, for an approximate 3,960 square foot addition located at 2003 Westfield Avenue (American Pattern/Zanotti Armor), and four (4) years of property tax rebates at 80 percent and two (2) years at 75 percent for the additional value, and authorizing the Mayor and City Clerk to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director 15. Resolution approving a Landlord Consent to Leasehold Mortgage and Estoppel Certificate with Osprey Aviation, LLC, and Community Bank and Trust, for the new hangar constructed at the Waterloo Regional Airport, and authorizing the Mayor and City Clerk to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director 16. Resolution approving a Proposed Scope and Budget Addition Contract with Vandewalle and Associates, in the amount of $30,000, and authorizing the Mayor and City Clerk to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director 17. Resolution approving a Professional Services Agreement with Terracon Consultants, Inc., of Cedar Falls, Iowa, in the amount of $2,500, to complete a Phase I Environmental Site Assessment of the South Waterloo Business Park U.S. Highway 20/Ansborough Avenue, and authorizing the Mayor and City Clerk to execute said document. Submitted By: Noel Anderson, Community Planning and Development Director ADJOURNMENT Motion to adjourn. Kelley Felchle City Clerk Page 9 of 650 MEETINGS 3:25 p.m. Council Work Session, Harold E. Getty Council Chambers 5:10 p.m. Finance Committee, Harold E. Getty Council Chambers PUBLIC INFORMATION 1. Communication from the Waterloo Public Library on the notice of the conclusion of employment for Roxanne M. Wirtz, Library Assistant, effective December 31, 2020, with recommendation of approval of payout of$84.42 for unused benefits. 2. Certified List for the position of Solid Waste Technician for the City of Waterloo, Iowa Public Works - Sanitation Department, as certified by the Civil Service Commission on December 18, 2020. 3. Complete Streets minutes of November 2020. 4. Historic Preservation Commission minutes of November 2020. 5. Board of Adjustment minutes of November 2020. Page 10 of 650 CITY OF WATERLOO Council Communication Minutes of February 1, 2021, Regular Session, as proposed. City Council Meeting:2/15/2021 Prepared: ATTACHMENTS: Description Type U Minutes of February 1, 2021 Backup Material Submitted by: Submitted By: Page 11 of 650 February 1, 2021 The Council of the City of Waterloo, Iowa, met in Regular Session via Zoom video conference, at 5:30 p.m., on Monday,February 1, 2021. Mayor Quentin Hart in the Chair. Roll Call: Boesen, Amos,Morrissey,Klein,Feuss, Grieder and Juon. Prayer or Moment of Silence. Pledge of Allegiance: Kelley Felchle, City Clerk 159461 - Juon/Grieder that the Agenda, as amended, to add Item 18, a motion approving Change Order No. 4 with Cardinal Construction, of Waterloo, Iowa, for a net increase of$88,881, in conjunction with the 5 Sullivan Brothers Convention Center Addition and Renovation project, and authorizing the Mayor to execute said document, for the Regular Session on Monday, February 1, 2021, at 5:30 p.m., be accepted and approved. Voice vote-Ayes: Seven. Motion carried. 159462 - Juon/Grieder that the Minutes as proposed, for the Regular Session on Tuesday, January 19, 2021, at 5:30 p.m., be accepted and approved. Voice vote-Ayes: Seven. Motion carried. ORAL COMMENTS Written comments (read by the City Clerk) from Forest Dillavou, 1725 Huntington Road, Due to the fact I cannot attend City Council Meetings, I would like to have this read into the public comments portion of the City Council Meeting. The City of Waterloo has one of the highest tax rates in the state of Iowa. I feel some of our spending habits is a large portion of the reason. I will point out one example of this. The City of Waterloo bought the Johnstone property on West 6th Street on September 28, 2015 for$470,000. The two parcels were paying $11,094 in taxes per year. At the time of purchase, this was 5 years ago; the taxpayers have lost$55,470 over the 5 years we have owned it. We have paid interest on$470,000. We paid to buy it, we also lost all fees this building would have paid for 5 years franchise fees, storm water fees, fire inspection fees, legal fees to buy it, property care, and snow clean up, mowing and maintain the buildings. Purchase fee plus taxes alone is a$525,470 in taxpayer losses. This is just one of the deals we made. A Waterloo Council Member once said, "Even a bad deal is better than no deal." I do not agree. Margaret Klein expressed her thanks to the Police Department and especially Officer Frein and Lieutenant Bose for allowing her to ride along on 3rd shift on Friday night. Both officers were extremely professional. She commented that she received a call from a resident named Lula Davis who is very concerned that taxes will be raised now that budget talks have begun. She stated that the house on Williston has still not been taken down and the contractor should be contacted and told to get this done. She also commented that the Black Hawk County courts are opening again and believes the City should do so also. A gentleman contacted her to say that he has seen"a lot of us" out in the community at restaurants, sporting events and even bars, and said if you people can do that, you can come back and meet in chambers where people who are not technologically savvy can come. She asked the Mayor to please allow council to meet in chambers at the next meeting. Noel Anderson, Community Planning and Development Director, commented that they would give the contractor a call in the morning, and reminded council that this is a RACM demo so they do need to watch weather conditions to make sure that the asbestos materials are not viable in the air. Mr. Morrissey commented on the GATSO funds that were discussed in the work session and the plan to increase the number of cameras by ten. He said that council voted to approve 13 cameras and questioned if the council would need to approve the additional cameras. He requests that a portion of the revenue generated be used for the enforcement of the fireworks ordinance and to help support and increase Code Enforcement staff. Page 12 of 650 February 1, 2021 Page 2 159463 - Juon/Morrissey that the above oral comments be received and placed on file. Voice vote-Ayes: Seven. Motion carried. CONSENT AGENDA 159464 - Juon/Grieder that the following items on the consent agenda be received,placed on file and approved: a. Resolutions to approve the following: 1. Resolution approving Finance Committee Invoice Summary Report, dated January 25, 2021, in the amount of$1,900,970.51 and February 1, 2021, in the amount$3,323,077.32, 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. 2021-024. 2. Resolution approving the Iowa Economic Development Authority grant application for CDBG-CV funds (second round), in the amount of$610,182, for mitigation or response,by the Community Development Department, to the effects of Coronavirus in the City of Waterloo. Resolution adopted and upon approval by Mayor assigned No. 2021-025. 3. Resolution approving the FY20 Consolidated Annual Performance and Evaluation Report (CAPER) for CDBG and HOME program activities for the period of July 1, 2019 through June 30, 2020 to the United States Department of Housing and Urban Development Resolution adopted and upon approval by Mayor assigned No. 2021-026. 4. Motion approving Final Quantity Summary for a net decrease of$86,355.05 in conjunction with the FY 2021 Sidewalk Repair Assessment Program - Zone 10, Contract No. 1018, and authorizing the Mayor and City Clerk to execute said document. , for-work per-feEmed by Midwest Genefete, Me., of Peesta, lewa, at a total eest ef $319,425.60, in eef��etien with the FY 2021 Sidewa4k Repair-Assessment Pr-egr-afn Zone- !0, Gei:Afaet Ne. 10 18, and feeeive and file a two yeaf maintenanee bond, 6. Motion approving Final Quantity Summary for Vieth Construction Corporation, for a net decrease of$10,947.50, in conjunction with the FY 2021 Lowell Elementary Sanitary Sewer Reconstruction Project, Contract No. 1026, and authorizing the Mayor and City Clerk to execute said document. 7. Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Vieth Construction Corporation, of Cedar Falls, Iowa, in the amount of$87,642, in conjunction with the FY 2021 Lowell Elementary Sanitary Sewer Reconstruction Project, Contract No. 1026, and receive and file a two-year maintenance bond. Resolution adopted and upon approval by Mayor assigned No. 2021-027. 8. Motion approving Final Quantity Summary for Aspro, Inc., for a net decrease of$97,882.10, in conjunction with the FY 2020 Street Reconstruction Program, Contract No. 993, and authorizing the Mayor and City Clerk to execute said document. Work, for-workpeksp,.,, in of 1;7a*r-loo r,...,,, in the „ „A„fey 580 544 7l eef��etien ill. FY 2020 S4eet Reeenstmetion Program, Gen�faet Ne. 993, and f-e ,,,1 filo ., two year-main4enanee L.,,n Page 13 of 650 February 1, 2021 Page 3 10. Resolu4i Completion of Pfojeet and Reeommenda4ion of Aeeeptanee of , for-work per-feEmed by Peters Genstmetion Ger-pefatien, ef Wateflee, lowa, at a total eest e $951,547.33, in eof��etioa with the 5 Sullivan Br-othefs Convention Gentef Exhibition Hall Ceiling Renovation Pf-ejeet, and atither-izing the Mayor-to exeeute said • 11. Resolution approving award of bid to Peterson Contractors, Inc., of Reinbeck, Iowa, in an amount not to exceed$554,672.70, and approving the contract, bonds, and certificate of insurance in conjunction with FY 2021 Center For The Arts Parking Improvements Phase 3, Northwest Half Project, Contract No. 1004, and authorizing the Mayor and City Clerk to execute said documents. Resolution adopted and upon approval by Mayor assigned No. 2021-028. Genvei#ien Center-Phase 3 Reneva4ions in the ameuvA of$820,000, requiring fnatehi*g fmds of$1500000 and attt,,ruing the Mayer-too ute said ,a,,,,,,,. ent 13. Resolution accepting a grant from the Black Hawk County Gaming Association in the amount of$20,000 for the Waterloo Aquatics Master Plan and authorizing the Mayor to execute said document. Resolution adopted and upon approval by Mayor assigned No. 2021-029. 14. Resolution authorizing an exception to the City of Waterloo's purchasing procedures policy to approve the purchase of a 2019 Ford Econoline VIPW Van with sixteen(16) foot ramp, for the Sanitation Department, in the amount of$37,120, from Enterprise Truck Rental of Spring Lake Park, Minnesota. Resolution adopted and upon approval by Mayor assigned No. 2021-030. 15. Resolution approving award of bid to Marsden Building Maintenance of Des Moines, Iowa in the amount of$2,452.15 per month along with Alternate#2 -Parts 1 and 2, approving the contract, bond and certificate of insurance, in conjunction with the City of Waterloo Public Works Facility Janitorial Services Contract, and authorizing the Mayor and City Clerk to execute said document. Resolution adopted and upon approval by Mayor assigned No. 2021-031. 16. Resolution setting date of public hearing as February 15, 2021 to approve the request by L and BB, LLC, for a Site Plan Amendment to the "R-3,R-P"Planned Multiple Residence District to allow for the development of six (6)residential lots for single family homes, and instruct the City Clerk to publish said notice. Resolution adopted and upon approval by Mayor assigned No. 2021-032. 17. Resolution setting the date of a public hearing as February 15, 2021, to approve a request by the City of Waterloo to vacate and convey approximately 1.70 acres of excess right-of-way to M.T. Co., LLC, in accordance with a property exchange agreement, with the retention of a utility easement, located south of 3470 West Airline Highway, and instruct City Clerk to publish said notice. Resolution adopted and upon approval by Mayor assigned No. 2021-033. 18. Resolution setting date of public hearing as March 1, 2021 to approve the University Avenue Area Urban Renewal and Redevelopment Plan, setting date of consultation with affected taxing entities as February 12, 2021, and instruct City Clerk to publish said notice. Resolution adopted and upon approval by Mayor assigned No. 2021-034. 19. Resolution setting date of public hearing as February 15, 2021 to approve a ten-year agreement for a Body/In-Car cameras, Tasers and digital evidence management system with Axon Enterprise, Inc. and instruct the City Clerk to publish said notice. Page 14 of 650 February 1, 2021 Page 4 Resolution adopted and upon approval by Mayor assigned No. 2021-035. 20. Resolution approving the request by 3 Stooges, LLC for tax exemptions on commercial building improvements valued at $188,500, for property located at 520 West Parker Street, and located in the Consolidated Urban Revitalization Area(CUBA). Resolution adopted and upon approval by Mayor assigned No. 2021-036. 21. Resolution approving the request of Kinon O'Neal for tax exemptions on the construction of a new single family home valued at $459,548 for property located at 1801 Waxwing Way, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-037. 22. Resolution approving the request of Steve Hostetler for tax exemptions on the construction of a new single family home valued at $365,000, for property located at 329 Sheridan Road, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-038. 23. Resolution approving the request of Loren and Carlene Gardner for tax exemptions on the construction of a new single family home valued at $300,000, for property located at 1224 Garden Ave., and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-039. 24. Resolution approving the request of Brian Gerloff for tax exemptions on the construction of a new single family home valued at$357,000, for property located at 1329 E Shaulis Road, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-040. 25. Resolution approving the request of Garry and Sandra Stuber for tax exemptions on the construction of a single duplex unit valued at $57,000, for property located at 111 Cathy Jean Court, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-041. 26. Resolution approving the request of MDJNAD Investment, LLC, for tax exemptions on the construction of a single duplex unit valued at $179,900, for property located at 831 Grindstone Circle, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-042. 27. Resolution approving the request of MDJNAD Investment, LLC, for tax exemptions on the construction of a single duplex unit valued at $174,900, for property located at 833 Grindstone Circle, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-043. 28. Resolution approving the request of Robson Homes, Inc., for tax exemptions on the construction of a single duplex unit valued at $130,000, for property located at 840 Grindstone Circle, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-044. 29. Resolution approving the request of Robson Homes Inc., for tax exemptions on the construction of a single duplex unit valued at $130,000, for property located at 841 Grindstone Circle, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-045. Page 15 of 650 February 1, 2021 Page 5 30. Resolution approving the request of Robson Homes, Inc., for tax exemptions on the construction of a single duplex unit valued at $130,000, for property located at 842 Grindstone Circle, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-046. 31. Resolution approving the request of Mehmed and Endi Mujakic for tax exemptions on the construction of a single duplex unit valued at $100,000, for property located at 852 Grindstone Circle, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-047. 32. Resolution approving the request of Open Water Properties, LLP, for tax exemptions on the construction of a new single family home valued at $199,900, for property located at 2100 Ansborough Avenue, and located in the City Limits Urban Revitalization Area (CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-048. 33. Resolution approving the request of Gary and Kendra Knudson for tax exemptions on the construction of a new single family home valued at $1,200,000, for property located at 5107 South Fork Lane, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-049. 34. Resolution approving the request of Elvis Alicic for tax exemptions on the construction of a new single family home valued at$356,000, for property located at 1711 Falcon Ridge, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-050. 35. Resolution approving the request of Lee Dallenback Betsinger for tax exemptions on the construction of a new single family home valued at $349,900, for property located at 1632 Blue Wing Drive, and located in the City Limits Urban Revitalization Area(CLURA), and rescinding Resolution No. 2019-301. Resolution adopted and upon approval by Mayor assigned No. 2021-051. 36. Resolution approving the request of Matthew Smaldino for tax exemptions on the construction of a new single family home valued at $508,217, for property located at 3652 Burton Avenue, and located in the City Limits Urban Revitalization Area(CLURA). Resolution adopted and upon approval by Mayor assigned No. 2021-052. b. Motion to approve the following: 1 Travel Requests Name & Title Amount of Personnel Class/Meeting Destination Date(s) not to Exceed a. Inv. Rasmussen, Interview and Interrogation Waterloo, 1/28, 2/11 and $1,071 Frana and Ger en Series Training IA 2/25, 2021 b. Matt Buenger, HMA Level 1 Certification Online and 3/29/21 thru $754.87 Engineering Boone, IA 4/2/21 Technician 2• Approved Beer, Liquor, and Wine Applications Name &Address of Business Class New or Expiration Includes Renewal Date Sunda a. Doughy Joey's Peetza Joynt, C Liquor w/Outdoor New 1/21/2022 x 300 W. 4th Street Service Page 16 of 650 February 1, 2021 Page 6 b. Hy-Vee Food & Drugstore E Liquor Renewal 2/8/2022 x #3, 1422 Flammang Drive c. Hy-Vee Market Cafe' #3, C Liquor w/Catering Renewal 3/15/2022 x 1422 Flammang Drive d. Olive Garden#1489, 1315 E. C Liquor New 5/29/2021 x San Martian Drive *Ownership Update* e. Three Amigos Family C Liquor Renewal 8/24/2021 x Restaurant, 2820 Falls Avenue f. The Snack Shack, 4335 E Liquor Renewal 11/4/2021 x Texas Street 3. Mayor Hart's recommendation of the following appointments: Appointee Board/Commission Expiration Date New or Re-Appointment Dionne Grabek Housing Authority Board February 1, 2023 New > of Watefloo, lowa, 5. Motion approving ehange orders No. 2 and No. 3 with Kidder- Constmetion, 1-ne., of Wa4er-lee, , far- tie iner-ease te tetal pfejeet, in eef��etiea with the City of Wateflee Pttblie Works Tmek Was . 7. Metion appr-eving Change Order-No. 6 ,vith Peters Constfuetion Cor-por-ation, of Water-lee, lowa, feF- Exhibition Hall Ceiling Renovation Pfejeet, and authorizing the Mayof to exeeute said doeumem. 8. Cigarette/Tobacco Permit New Application for Lane's Corner Store, LLC, 2027 Falls Avenue. Roll call vote-Ayes: Seven. Motion carried. 159465 - Morrissey/Feuss 1.A.5 Resolution approving Completion of Project and Recommendation of Acceptance of Work, for work performed by Midwest Concrete, Inc., of Peosta, Iowa, at a total cost of$319,425.60, in conjunction with the FY 2021 Sidewalk Repair Assessment Program - Zone 10, Contract No. 1018, and receive and file a two-year maintenance bond. Roll-call vote-Ayes: Seven. Motion carried. Mr. Morrissey questioned how much of this cost for repair in the sidewalk is due to uneven and non- fractured sidewalk squares. Jamie Knutson, City Engineer, explained that he does not have that information readily available and it will take a considerable amount of staff hours to review each of the individual forms. Mayor Hart commented that Mr. Morrissey's request would need council majority in order to reassign staff priority to undertake this task. Resolution adopted and upon approval by Mayor assigned No. 2021-053. 159466 - Morrissey/Grieder 1.A.9 Resolution approving Completion of Project and Recommendation of Acceptance of Work, for work performed by Aspro, Inc., of Waterloo, Iowa, in the amount of$3,580,544.71, in conjunction Page 17 of 650 February 1, 2021 Page 7 with the FY 2020 Street Reconstruction Program, Contract No. 993, and receive and file a two-year maintenance bond. Roll-call vote-Ayes: Seven. Motion carried. Mr. Morrissey questioned which streets were completed and which were not according to the schedule and if Covid-19 had an impact. Jamie Knutson explained that Aspro completed all of the streets in this project and the list can be forwarded to council for review. He said this project was not impacted by Covid as far as funding is concerned. Mayor Hart questioned if all the streets in the 2020 reconstruction program have been completed. Jamie Knutson explained that there were two reconstruction projects for 2020; one was an asphalt project with Aspro, which has been completed. The other is a concrete project with Lodge Construction and those streets are done with the exception of the sidewalk and a few other things on Courtland Street, which will be finished up in the spring. Resolution adopted and upon approval by Mayor assigned No. 2021-054. 159467 - Morrissey/Feuss 1.A.10 Resolution approving Completion of Project and Recommendation of Acceptance of Work, for work performed by Peters Construction Corporation, of Waterloo, Iowa, at a total cost of $951,547.33, in conjunction with the 5 Sullivan Brothers Convention Center Exhibition Hall Ceiling Renovation Project, and authorizing the Mayor to execute said document. Roll-call vote-Ayes: Seven. Motion carried. Roll-call vote-Ayes: Seven. Motion carried. Mr. Morrissey explained he wanted this item to be discussed so the public would hear what the $951,547.33 was paying for. Noel Anderson, Community Planning and Development Director,provided a summary of the work done on the Exhibition Hall Ceiling. Nathan Compton, ISG Architecture &Engineering Group, provided a detailed explanation of what was involved in the project. Resolution adopted and upon approval by Mayor assigned No. 2021-055. 159468 - Morrissey/Feuss 1.A.12 Resolution accepting a grant from the Black Hawk County Gaming Association for the Convention Center Phase 3 Renovations in the amount of$820,000, requiring matching funds of $1,500,000 and authorizing the Mayor to execute said document. Roll-call vote-Ayes: Seven. Motion carried. Mr. Morrissey requested information on the project. Michelle Weidner, Chief Financial Officer, explained that the grant funds would be used to replace the sign outside, replace the plaza in a way to honor the Sullivan family and renovate the interior of the second floor. Resolution adopted and upon approval by Mayor assigned No. 2021-056. 159469 - Morrissey/Feuss 1.B.4 Motion approving Change Order No. 2 with Cardinal Construction, of Waterloo, Iowa, for a net increase of $7,615, in conjunction with the 5 Sullivan Brothers Convention Center Addition and Renovation Project, and authorizing the Mayor to execute said document. Roll-call vote-Ayes: Seven. Motion carried. Nathan Compton, ISG Architecture &Engineering Group, provided an overview of the item. 159470 - Morrissey/Feuss Page 18 of 650 February 1, 2021 Page 8 1.B.5 Motion approving change orders No. 2 and No. 3 with Kidder Construction, Inc., of Waterloo, Iowa, for no increase to total project, in conjunction with the City of Waterloo Public Works Truck Wash Project, Contract No.19-23490 and authorizing the Mayor to execute said documents. Roll-call vote-Ayes: Seven. Motion carried. Randy Bennett, Public Works Division Manager,provided an overview of the item. 159471 - Morrissey/Feuss 1.B.6 Motion approving Change Order No. 3 with Cardinal Construction, of Waterloo, Iowa, for a net increase of $753.00 in conjunction with the 5 Sullivan Brothers Convention Center Addition and Renovation Project, and authorizing the Mayor to execute said document. Roll-call vote-Ayes: Seven. Motion carried. Nathan Compton, ISG Architecture &Engineering Group,provided an overview of the item. 159472 - Morrissey/Feuss 1.B.7 Motion approving Change Order No. 6 with Peters Construction Corporation,of Waterloo, Iowa, for no increase to the project total, in conjunction with the 5 Sullivan Brothers Convention Center Exhibition Hall Ceiling Renovation Project,and authorizing the Mayor to execute said document. Roll- call vote-Ayes: Seven. Motion carried. Nathan Compton provided an overview of the item. PUBLIC HEARINGS 159473 - Morrissey/Grieder that proof of publication of notice of public hearing on FY 2021 Greenbelt Lake REAP Grant Project, Contract No. 1042, as published in the Waterloo Courier on January 22, 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. 159474 - Morrissey/Grieder that the hearing be closed. Voice vote-Ayes: Seven. Motion carried. 159475 - Morrissey/Grieder that "Resolution approving plans, specifications, forms of contract, etc., and authorizing to proceed", be adopted. Roll-call vote-Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2021-057. 159476 - Morrissey/Grieder Motion to receive and file and instruct City Clerk to read bids and refer to Leisure Services Director for review. Bidder Bid Security Bid Amount Alternate Boulder Contracting Grundy Center, IA 5/o $252,150.00 $50,000.00 Taylor Construction, Inc. ° 5/o $473,000.00 $95,000.00 New Vienna, IA Peterson Contractors Inc. 5% $314,101.22 $100,000.00 Reinbeck, IA Voice vote-Ayes: Seven. Motion carried. Page 19 of 650 February 1, 2021 Page 9 159477 - Amos/Feuss that proof of publication of notice of public hearing on a request by the City of Waterloo to rezone approximately thirty-nine (39) acres from"A-1"Agricultural District to "M-2,P"Planned Industrial District, located East of 2971 Independence Avenue, as published in the Waterloo Courier on January 22, 2021, 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. 159478 - Amos/Feuss that the hearing be closed and recommendation of approval of the Planning, Programming and Zoning Commission, be received and placed on file. Voice vote-Ayes: Seven. Motion carried. 159479 - Amos/Feuss 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, to rezone approximately thirty- nine (39) acres from "A-1" Agricultural District to "M-2,P" Planned Industrial District, located East of 2971 Independence Avenue", be received, placed on file, considered and passed for the first time. Roll call vote-Ayes: Seven. Motion carried. Noel Anderson provided an overview of the agenda item. He added that a prospect is interested in this development site. 159480 - Amos/Feuss that rules requiring ordinances to be considered and voted for passage at two prior meetings be suspended. Roll call vote-Ayes: Six. Nays: One (Klein). Motion carried. 159481 - Amos/Feuss 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, to rezone approximately thirty- nine (39) acres from "A-l" Agricultural District to "M-2,P" Planned Industrial District, located East of 2971 Independence Avenue",be considered and passed for the second and third times and adopted. Roll call vote-Ayes: Seven. Motion carried. Mrs. Juon questioned if there are any objections to the rezoning. Noel Anderson commented there were no objections. Ordinance adopted and upon approval by Mayor assigned No. 5586. 159482 - Feuss/Grieder that proof of publication of notice of public hearing on Lease Agreement with Enterprise Leasing of Waterloo, Iowa, to lease twenty-three (23) vehicles for police administrative and investigative staff., as published in the Waterloo Courier on January 22,2021,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. 159483 - Feuss/Grieder that the hearing be closed. Voice vote-Ayes: Seven. Motion carried. 159484 - Feuss/Grieder Page 20 of 650 February 1, 2021 Page 10 that "Resolution approving a recurring Master Equity Lease Agreement with Enterprise Leasing of Waterloo, Iowa, to lease twenty-three (23) vehicles for police administrative and investigative staff, and authorizing the Mayor and City Clerk to execute said document", be adopted. Roll-call vote- Ayes: Five. Nays: Two (Grieder and Morrissey). Motion carried. Mr. Boesen questioned if the agreement would be approved annually. Joel Fitzgerald, Police Chief, confirmed. Mr. Boesen questioned how the funding mechanism for the lease agreement would work. Joel Fitzgerald provided an overview of how the police department envisions the funding working. Michelle Weidner,Chief Financial Officer,explained that as of the end of December the salary savings are overspent and at this time, she does not have specific information on vacancies. Joel Fitzgerald commented that retirements will add to the salary savings and there is CARES funding that will account for overtime and other costs. Michelle Weidner commented that typically when police have vacancies,their overtime line increases dramatically. She requested to see the calculations,dates for vacancies and how much overtime would be needed for the balance of the year to be able understand the funding. Joel Fitzgerald explained that the department received funding from the state and federal government due to COVID to pay for overtime costs. In a normal year, they would not have as much overtime nor the funding mechanism to help cover the expenses. He added that that particular overtime should not be considered when moving forward with this lease, as it is an unusual occurrence. The vacancies were signed off on internally, and that four applicants are in the process of coming on board. Mayor Hart questioned how much money is needed to start the program. Joel Fitzgerald commented that there is a difference of about $60,000 in operations funds. Joe Leibold,Police Major, commented that it will depend on trade in values but the amount is between $50,000 and$70,000. Joel Fitzgerald confirmed that the dollar amount is $56,432. Mr. Morrissey questioned why the city is doing this now and not waiting until budget discussions come up. He added that the CFO sent out a memo with three options and wanted to hear further explanation on those. He expressed concern in the difference of opinion of the CFO and Police Chief in how funds are accounted for. Michelle Weidner provided an overview of the memo she sent to the city council. She addressed the impact leasing has on the city's debt capacity, explained possible options to pursue, and explained the risk the city may take on by signing the lease agreement. Joel Fitzgerald explained that if we should decide at some point that we do not wish to continue with the program,then we can sell the vehicles and we'll have more than enough money to buy new vehicles that are better than the vehicles we traded in the first place. He believes this is as close to a no-brainer as it could be. It takes less than$60,000 and there is money in the salary line items, abandoned funds and in CARES funds. There are several sources of funding available to allow the opportunity to be able to refresh the vehicles that we have. Mr. Morrissey commented that he does not feel comfortable and wants to hear a report from the Chief Financial Officer that the city can support this without overspending. 159485 - Morrissey/ To postpone until a later date so that the Chief Financial Officer can provide a report to the council on the affordability of the agreement. Motion failed due to a lack of a second. Page 21 of 650 February 1, 2021 Page 11 Mayor Hart questioned what type of report the councilmember wants because the city has already had two work sessions. Mr. Morrissey wants to alleviate his concerns that he has regarding the information that was just provided by the Chief Financial Officer. Michelle Weidner commented that it would be more appropriate to have a commitment from the police department, rather than her, that they will have those savings in personnel by the end of the year. Mayor Hart commented that if the police department doesn't have it,then they just don't do the project. Joel Fitzgerald commented that the department certainly would not have the funding in July when the budget is restarted and salary savings don't exist, and that is why we need to do this now. Mr. Boesen commented that each year in the CIP, we have been putting in for cruisers and an investigative vehicle, yet we have not purchased an investigative vehicle since 2017. If this breaks- even, great. If this loses $22,500 a year, that is the cost of the investigative vehicle that we are budgeting in CII' every year. He believes this is a good program. Resolution adopted and upon approval by Mayor assigned No. 2021-058. 159486 - Amos/Grieder that proof of publication of notice of public hearing on the Sale and conveyance of city owned property,located south of 1246 Martin Road,to IPE1031 REV279,LLC, (Cardinal Construction), and to approve the Fourth Amendment to a Development Agreement to convey additional land and award four years at 50 percent tax rebates for the expansion/construction of a shared detention pond system., as published in the Waterloo Courier on January 22,2021,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. 159487 - Amos/Grieder that the hearing be closed. Voice vote-Ayes: Seven. Motion carried. 159488 - Amos/Grieder that "Resolution authorizing the sale and conveyance of city owned property located south of 1246 Martin Road, to IPE 1031 REV279, LLC, in the amount of$1.00, and authorizing the Mayor and City Clerk to execute said document", be adopted. Roll-call vote-Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2021-059. 159489 - Amos/Grieder that"Resolution approving a Development Agreement,to include additional rebates for four(4)years at 50% for a shared detention system, and authorizing the Mayor and City Clerk to execute said document", be adopted. Roll-call vote-Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2021-060. 159490 - Feuss/Grieder that proof of publication of notice of public hearing on the sale and conveyance of city owned property located at the northwest corner of Beech Street and Webster Street, to Walter and Kelly Reed, for $1,738.80,with a Development Agreement,as published in the Waterloo Courier on January 22,2021, 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. Page 22 of 650 February 1, 2021 Page 12 159491 - Feuss/Grieder that the hearing be closed. Voice vote-Ayes: Seven. Motion carried. 159492 - Feuss/Grieder that "Resolution authorizing the sale and conveyance of city owned property located south of 1213 Beech Street, to Walter and Kelly Reed, in the amount of$1,738.80, and authorizing the Mayor and City Clerk to execute said documents", be adopted. Roll-call vote-Ayes: Seven. Motion carried. Noel Anderson provided an overview of the item. Resolution adopted and upon approval by Mayor assigned No. 2021-061. 159493 - Feuss/Grieder that "Resolution approving a Development Agreement and authorizing the Mayor and City Clerk to execute said document", be adopted. Roll-call vote-Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2021-062. RESOLUTIONS 159494 - Grieder/Feuss that "Resolution adopting a face mask mandate for the City of Waterloo", be adopted. Roll call vote- Ayes: Seven. Motion carried. Mr. Grieder provided an overview of the item. He added that the variant of COVID-19 that is even more contagious has now been found in two eastern Iowa counties. Mr. Boesen asked that the 12 weeks be removed and that the resolution be extended indefinitely until the Mayor through discussion with the Health Department, feels it is appropriate to remove the mandate. 159495 - Boesen/Juon Motion to remove the 12-week ending date and insert after the word effect, "indefinitely until the Mayor and Health Department, working together, determine when it is appropriate to end the mandate". Roll call vote-Ayes: Seven. Motion carried. Note: this amendment changes Section 7 of the resolution. Mr. Grieder commented that he wanted the resolution to be flexible when it was originally proposed but that he is supportive of the amendment as vaccines are being rolled out as we speak. Mayor Hart added that the city has an internal COVID response team that constantly reviews the status of each department and information from both the CDC and Public Health Department, and that there is sufficient due diligence prior to council voting to extend the mandate. Mr. Morrissey commented that he is in favor of the amendment and questioned if council would need to vote to terminate the resolution since the amendment is to extend it indefinitely. Mayor Hart commented that he would have a discussion with city council before any decision to terminate the resolution. Mr. Boesen clarified that purpose of his amendment was to give the Mayor the authority to terminate the mandate so it does not have to keep coming back to council. Mr.Amos clarified that the council had voted some time back to give the Mayor power in emergencies to make certain decisions. Mrs. Klein commented that she supports Mr. Boesen's amended version and likes the flexibility that could prevent us being locked into a certain date if it is not needed. Page 23 of 650 February 1, 2021 Page 13 Mr. Grieder stated that he wishes to call the question to keep things moving. Resolution adopted and upon approval by Mayor assigned No. 2021-063. 159496 - Grieder/Feuss that "Resolution approving an agreement with deNovo Marketing, LLC, of Cedar Rapids, Iowa, to provide consulting services and guide the 2030 Waterloo Community Vision and Strategic Plan, in the amount of $50,000, and authorizing the Mayor and City Clerk to execute said document", be adopted. Roll call vote-Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2021-064. 159497 - Grieder/Feuss that"Resolution approving the Convention and Visitors Bureau Board recommendations for funding a hotel-motel mini grant applications for the Iowa Boys/Girls State Bowling Tournament, in the amount of$3,000 and the Cedar Valley Invitational Collegiate Bowling Tournament, in the amount of$1,000", be adopted. Roll call vote-Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2021-065. 159498 - Klein/Feuss that "Resolution approving a Professional Services Agreement with Terracon Consultants, Inc., of Cedar Falls, Iowa, in an amount not to exceed $22,860, in conjunction with the FY 2020 Courtland, Jefferson, and Mulberry Streets Reconstruction Program, Contract No. 1015, 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. 2021-066. 159499 - Klein/Feuss that "Resolution approving the System Wide Infrastructure Framework (SWIF) Letter of Intent, in conjunction with the levee relief well testing and rehabilitation for the Waterloo, Iowa—RDB Cedar River/RDB Black Hawk Creek (SW) levee system, 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. 2021-067. 159500 - Klein/Feuss that "Resolution approving an Amendment to a Development Agreement with Black Hawk Contracting and Development, Co., of Waterloo, Iowa, originally executed February 17, 2014, to reassign the agreement to Paramount Investments, LLC, and modifying the rebates for years one (1) through three(3), for the project located at 3 01-3 11 E. 3rd Street, and authorizing the Mayor and City Clerk to execute said document", be adopted. Roll call vote-Ayes: Seven. Motion carried. Noel Anderson provided an overview of the item. Resolution adopted and upon approval by Mayor assigned No. 2021-068. 159501 - Grieder/Feuss that"Resolution approving a Professional Services Agreement with AECOM Technical Services,Inc., of Waterloo, Iowa, in an amount not to exceed $83,500, in conjunction with the FY 2021 Center for the Arts Parking Improvements, Phase 3, Northwest Half, Contract No. 1004, 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. 2021-069. 159502 - Grieder/Feuss Page 24 of 650 February 1, 2021 Page 14 that "Resolution approving an amendment to Lease Agreement with Anderson and Anderson Farms, to farm approximately 36.1 acres of city-owned land, generally located north and east of North Crossing development and on the east side of E. 4th Street, and authorizing the Mayor and City Clerk to execute said document", be adopted. Roll call vote-Ayes: Seven. Motion carried. Mr. Boesen questioned when future development would be brought back before council. Noel Anderson provided a brief overview of the intention to move forward with a development agreement amendment and this would be brought before council within the next month or so. Resolution adopted and upon approval by Mayor assigned No. 2021-070. 159503 - Grieder/Feuss that"Resolution approving Supplemental Agreement No. 3 with Willett Hofmann, (formerly Ament), of Cedar Rapids, Iowa, in conjunction with construction engineering services for the Ansborough Avenue Widening Project, Iowa DOT Project Number STP-A-8155(757) 86-07, in the amount of $1,055.05, and authorizing the Mayor and City Clerk to execute said document", be adopted. Roll call vote-Ayes: Seven. Motion carried. Sandie Greco, Traffic Operations Director,provided an overview of the item. Resolution adopted and upon approval by Mayor assigned No. 2021-071. 159504 - Morrissey/Boesen that"Resolution approving an Acquisition Contract with Todd L. Chapman and Scott C. Chapman for the acquisition of 1.3 acres of land, generally located at the south end of Fairfield Street, in the amount of $33,000 plus costs, and authorizing the Mayor and City Clerk to execute said document", be adopted. Roll call vote-Ayes: Five. Nays: Two (Amos and Morrissey). Motion carried. Gary Stephens, 202 Fairfield Street, commented that he has lived in the neighborhood for 75 years. He read the occupations of the individuals who do not want to see the neighborhood change. Bob Manning, Cedar Valley Home Builders Association, residing at 2908 W. Yd Street, Cedar Falls, commented that this piece of property is exactly what is needed in our communities and will add to the tax base. He said it is a very kept up neighborhood with homeowners who take pride in their properties. He spoke to many of the benefits of developing this land and said that the Cedar Valley Home Builders Association is in full support of this project. Charles Hart, 232 Fairfield Street, commented that he and his wife have lived on the street since 1972 and this is a well-kept neighborhood. The street is full of wild life, bird watchers, and families. He stated that the neighborhood does not want the increased traffic or congested parking. Tony McGrane, 229 Fairfield Street, commented that he and his family moved to the neighborhood in 2015 from the west side to their current home because it is an established neighborhood, and for the character and quietness of the area. With the addition of five new homes, the traffic will be nearly doubled or 100 percent of the current traffic. Kent Cowell, 241 Fairfield Street, commented that he is opposed to this. He said that they were told that Planning and Zoning claimed they would get $5,000 per year tax on each of these lots. He questions that amount because he owns one half acre and his taxes are only about$2,300 per year. He is concerned about what the heavy truck traffic during construction will do to their street and how long it will take. He does not want to lose their quality of life. Mr. Amos commented that Noel is doing the job he is supposed to do,which is to find homes for infill so that we can generate tax revenue. He stated that he also works for the citizens and with so many neighbors opposed, he cannot support the item. Mr. Morrissey commented on an email sent to all of council by Noel Anderson and that he found the comments made in the email to be very dismissive and condescending to the people that live in that Page 25 of 650 February 1, 2021 Page 15 neighborhood and those who are opposed to this. He said this is not a"not in my backyard" situation, this is a quality of life issue. He felt that some comments made by Mr. Anderson were misleading. Mayor Hart commented that condescension is in the eye of the beholder. Noel Anderson has worked aggressively to meet the city's goals,which include transforming areas of the community to bring new development. Noel Anderson provided comments in response to Mr. Morrissey and outlined his responsibility to inform council of information on the current request and past requests. He spoke to the goal of always trying to enhance neighborhoods, following the strategic plan which talks about reducing the city's property tax levy through a responsible balance of cost reduction, and creating buildable lots in the CURA as well as trying to create a positive out of a 657A action. He explained that though some trees may need to be removed, they would also try to preserve as many trees as possible. The information he provided was not meant to misleading, he was speaking of the last house built in this block, which was 1956.He said he appreciates the council's time and effort on this and however the council chooses to vote on this is fine. He stated that his job is to be innovative, strategic in how we use our land and proactive in trying to bring new builders here. Mrs. Klein questioned the legal impact of turning down this contract. Mayor Hart commented that any time there is a prospect of four to five houses built, other developers throughout the community and beyond, take a look at what we do and how we treat people and how we treat capital that could potentially come here. He does not know if we would be legally implicated in this particular situation. Mrs. Juon commented that she appreciates the comments from the neighbors. Many other neighborhoods have come to council with similar complaints,because they do not want change in their neighborhood. She stated that all developments and developers should be treated equitably. There are numerous green spaces throughout the city and definitely in this city. She questioned that if the wooded area was so important to the neighbors they should have bought it. She stated that she would support the development. Mr. Boesen commented that despite him being the one to ask that this issue be postponed to have the opportunity to receive additional information before voting, he only heard from one individual. No one else on the 200 block of Fairfield contacted him about this development. Though he appreciates the number of signatures in the petition, he reviewed those signatures and only sixteen of those who signed,actually lived on that block and some of those were husband and wire combinations. He wishes that more people who have contacted him. Mr. Grieder commented that he understands the deeply held desire to hang onto things of our past. However,he also understands that as elected leaders we must think about the future and what it means for the city and our whole community. Sometimes the decisions are touch and unpopular. He said that he will be supporting this development agreement with the understanding that together we'll move forward from this stronger as a neighborhood and a city. Mr.Morrissey commented on the difference between this development and others that were mentioned by council person Juon,because this is not privately owned and developed. The city wants to acquire this property and then develop it, and it is totally opposed. Resolution adopted and upon approval by Mayor assigned No. 2021-072. OTHER COUNCIL BUSINESS 159505 - Juon/Grieder Motion approving denial of an application for a Class C Liquor License for Deme' Enterprise, LLC, DBA Deme' Day Spa, located at 3261 University Avenue. Voice vote-Ayes: Seven. Motion carried. 159506 - Juon/Grieder Motion approving Change Order No. 4 with Cardinal Construction, of Waterloo, Iowa, for a net increase of$88,881, in conjunction with the 5 Sullivan Brothers Convention Center Addition and Page 26 of 650 February 1, 2021 Page 16 Renovation Project, and authorizing the Mayor to execute said document. Voice vote-Ayes: Seven. Motion carried. Noel Anderson, Community Planning and Development Director, provided an overview of the item. Nathan Compton,ISG Architecture,provided and explanation of construction plans for the convention center. Mr. Boesen questioned how long the city has known about needing to move forward with this. He stated that he does not believe that this just came up and that the council should not be put into a position to approve this tonight or we are not going to be able to have events take place this spring. Nathan Compton explained that this change order was put together this past week. They have known about the work since August but did not like the pricing of$150,000 that they received in December so they went back and negotiated it down to the $88,881. Mr.Boesen questioned what events are scheduled in the convention center between now and the Home Show. Michelle Weidner stated that Funky Junk-a-Loo happens before the Home Show. Mayor Hart listed several other events that would need to be cancelled or rescheduled. Mr. Boesen questioned if all of this work needs to be done prior to the Home Show. He said that Cardinal listed a 7-9 week lead-time for just doors and hardware and that does not include the installation time. Nine weeks puts us past the Home Show so he does not see how the work will be done by the events with the lead times Cardinal has provided. Nathan Compton explained that he was speaking with Cardinal earlier today, and he believes they have a plan in place from conversations both with the Fire Marshal and Greg Ahlhelm. Mayor Hart commented that this is one of the paradoxes that we have where we want to keep the events that we have because we need the revenue, but we also need to be sure that all fire and life safety needs are in place. Mr. Boesen commented that when we are talking about life safety, we are talking about everything from fire alarms, sprinklers, exits, etc., and reiterated that Cardinal's own lead-time for just doors and hardware is 7-9 weeks and that puts us past the Home Show. Mayor Hart commented that if we don't approve this tonight, then we know for sure that we're not having these events. But this gives them the best chance to getting things completed and Cardinal has said they are confident they can get this done. ADJOURNMENT 159507 - Feuss/Boesen that the Council adjourn at 8:11 p.m. Voice vote-Ayes: Seven. Motion carried. Kelley Felchle City Clerk Page 27 of 650 CITY OF WATERLOO Council Communication Resolution setting date of the budget maximum levy public hearing as March 1, 2021 at 5:30 p.m. to approve the maximum levies as required by state law, and instruct the City Clerk to publish said notice. City Council Meeting:2/15/2021 Prepared:2/2/2021 ATTACHMENTS: Description Type Budget Max Levy Hearing Request FYE22 Council Backup Material Comm Resolution setting date of the budget maximum levy public hearing as March SUBJECT: 1, 2021 at 5:30 p.m. to approve the maximum levies as required by state law, and instruct the City Clerk to publish said notice. Submitted by: Submitted By:Michelle Weidner, Chief Financial Officer Recommended Action: Set the date of hearing for the maximum levy hearing for the FYE2022 budget for Monday, March 1 at 5:30 p.m. The maximum levy budget estimate must be published in the paper ten to Summary Statement: twenty days prior to the maximum levy budget hearing. Additional information will be provided prior to the hearing date. This hearing was a new requirement beginning last year. We are now required to hold two hearings before adoption of the final budget. Approving the publication of the maximum levy budget estimate establishes the maximum tax levy rate for the fiscal year ending June 30, 2022. The levy Policy Issue: rate and expenditures by program can be reduced from the published maximum levy budget estimate, but cannot be increased. The maximum levy budget must be adopted by council a minimum of ten days prior to final budget hearing and budget adoption. Final budget adoption is required by March 31, 2021. According to the State Department of Management, if the budget isn't certified by March 31, 2021, the state would set the city's property taxes at Alternative: the same amount of property tax dollars as were certified for the current year. There would likely also be an audit finding regarding noncompliance with state law regarding budget deadlines. Page 28 of 650 CITY OF WATERLOO , IOWA CITY CLERK AND FINANCE DEPARTMENT KELLEY FELCHLE • City Clerk MICHELLE WEIDNER,CPA • Chief Financial Officer Mayor Council Communication QUENTIN City Council Meeting: February 15, 2021 HART Prepared: February 2, 2021 COUNCIL MEMBERS SUBJECT: Set Hearing Date for Maximum Levy Hearing ..................• FYE2022 Budget MARGARET Submitted by: Michelle Weidner, CFO KLEIN Ward I Recommended City Council Action: Set the date of hearing for the maximum JONATHAN levy hearing for the FYE2022 budget for Monday, March 1 at 5:30 p.m. GREIDER Ward Summary Statement: The maximum levy budget estimate must be PATRICK published in the paper ten to twenty days prior to the maximum levy budget MORRISSEY hearing. Additional information will be provided prior to the hearing date. Ward 3 Expenditure Required: None JEROME AMOS,JR. Source of Funds: None Ward 4 RAY Policy Issue: This hearing was a new requirement beginning last FEUSS year. We are now required to hold two hearings before adoption of the final Wards budget. SHARON Approving the publication of the maximum levy budget estimate establishes the JUON maximum tax levy rate for the fiscal year ending June 30, 2022. The levy rate and At-Large expenditures by program can be reduced from the published maximum levy DAVE budget estimate, but cannot be increased. The maximum levy budget must be BOESEN adopted by council a minimum of ten days prior to final budget hearing and budget At-Large adoption. Final budget adoption is required by March 31, 2021. Alternative: According to the State Department of Management, if the budget isn't certified by March 31, 2021, the state would set the city's property taxes at the same amount of property tax dollars as were certified for the current year. There would also likely be an audit finding regarding noncompliance with state law regarding budget deadlines. Background Information: None WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Page 29 of 650 CITY OF WATERLOO Council Communication Resolution approving the Iowa Certified Local Government 2020 Annual Report, and authorizing the Mayor and Planning Staff to execute said document. City Council Meeting:2/15/2021 Prepared:2/1/2021 ATTACHMENTS: Description Type ❑ CLG Report Backup Material ❑ Annual Report Certification Backup Material Resolution approving the Iowa Certified Local Government 2020 Annual SUBJECT: Report, and authorizing the Mayor and Planning Staff to execute said document. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Approval As a Certified Local Government the City of Waterloo needs to file a report annualy to the State of Iowa and the United States Department of the Interior. The benefit of being a Certified Local Government: • Access to special funding • Recognized by State and Federal Agencies Summary Statement: • Technical Assistance for the State Historic Preservation Office • Information Excahnge This year the Historic Preservation Commission has accomplished: • Continued working with the consultant on the Civil Rights survey project including holding a public hearing on November 4th. • Nominated the Courier Buildings to Iowa's Most Endangered Buildings List. Expenditure Required: None Source of Funds: N/A Policy Issue: Historic Preservation Alternative: Don't approve, which would cause the City of Waterloo to no longer be designated as a Certified Local Government. Page 30 of 650 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission NOT SUBMITTED Reviewers cannot see your material until you submit your application. Once you have finished the last step, you will receive a confirmation message and ID number. State Historical Society of Iowa 2020 Certified Local Government Annual Report John Dornoff 715 Mulberry Street Waterloo, IA 50703, United States 319-291-4366 john.dornoff@waterloo-ia.org Forms Edit Certified Local Government Annual Report * indicates a required field Under the CLG Agreement with the State, local governments and their historic preservation commissions are responsible for submitting an annual report documenting the commission's preservation work and that they have met the requirements of the CLG program. This annual report is also an important tool for your commission to evaluate its own performance and to plan for the coming year. 1. Name of the city, county, or land use district: Please choose the name from the drop down table. Waterloo Historic Preservation Commission https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 31 of 6�P7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission 2. Did your commission undertake any projects for historic identification/survey, evaluation and or registration/nomination projects in this calendar year? CLG Standards are in your local government's Certified Local Government (CLG)Agreement and the National Historic Preservation Act: 1) The CLG shall maintain a system for the survey and inventory of historic and prehistoric properties in a manner consistent with and approved by the STATE. 2) The CLG will review National Register nominations on any property that lies in the jurisdiction of its historic preservation commission. Please upload any Iowa Site Inventory Forms or other survey materials produced during the year. Please do not upload any projects that were funded with a CLG or HRDP grant, mandated by the Section 106 review and compliance process, or National Register nominations as we already have these documents in our files. yes 3. Were any National Register of Historic Places (NRHP) properties in your City, County, or LUD were altered, moved, or demolished in this calendar year? no 4. Does your local government designate local landmarks or local districts? IMPORTANT: Most local governments do not have a program for local designation. If you have questions about whether you have a local designation program or not, please contact Paula Mohr before you complete this section. Yes 5. If you answered yes to the previous question, in this calendar year, what properties did your city place on its list of locally designated historic landmarks and/or historic districts? Please provide the historic name and address of each property https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 32 of 6�P7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission IMPORTANT: Most local governments do not have a program for local designation. If you have questions about whether you have a local designation program or not, please contact Paula Mohr before you complete this section. REMINDER: Before local districts are designated by your city council, you must send the local nomination to the SHPO for review and comment. Please allow at least 45 days for review before the nomination is scheduled for city council review. The SHPO review takes place after your commission has approved the local district nomination and BEFORE it is placed on the city council's agenda. None added this year. 5.1. Please attach a copy of the final designation nomination(s) and ordinances(s) for these properties 6. In this calendar year, what were the actions to revise, amend, change, or de-list a locally designated property? Please provide the name and address of the property(ies) and the action. If no action was taken, enter N/A N/A 7. Has your city or county passed other ordinances that directly or indirectly affect historic preservation? no 8. Did your city, county, LUD or its historic preservation commission undertake any of the following activities in this calendar year? Please think broadly about this question and include any activity (small or large) that facilitated historic preservation in your community. This is your opportunity to boast about your accomplishments and get credit for the great work you do! CLG Standards found in CLG Agreement and National Historic Preservation Act: 1) The CLG will enforce all appropriate state and local ordinances for designating and protecting historic properties. 2) The CLG shall provide for adequate public participation in the local historic preservation programs. https:Hiowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 33 of 6§P7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission b. Provided technical assistance on historic preservation issues or projects. Examples include working with individual property owners, business owners, institutions to identify appropriate treatments and find appropriate materials, research advice, etc.1d. Design guidelines/standards 8.1. Describe the city, county, LUD, and/or historic preservation commission's assistance on preservation issues or projects in this calendar year. Please be specific (address(es) of property(ies), what was the issue(s), what technical assistance was provided?. The commission staff person worked with a local architectural firm to give them all available information for the Courier Buildings which were on the 2020 Iowa Most Endangered Building list. The architect is working with the buildings owners to see what the possibilities are for the building. The commission is also in the early stages of creating a new set of Design Guidelines. 9. Are there any particular issues, challenges, and/or successes your preservation commission has encountered or accomplished this year? Like all organizations this year the hardest issue the commission had to deal with was COVID-19 and the limitations it places on what the commission could accomplish. 10. What partnerships did your commission form or continue with other entities? (examples include local main street office, local school, historical society, library, museum, service club, etc.) If none, enter N/A The commission continues to work with Main Street Waterloo with the HPC chairperson serving on their design committee. The commission has also developed a working relationship with the Grout Museum. The commission is working on developing a relationship with the Cedar Valley Historical Society. 11. Did your historic preservation commission receive any grants (other than CLG or HRDP) this year? If so, please describe. If none, enter N/A. N/A https:Hiowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 34 of 65P7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission 12. Does your commission have a website? Yes 12.1. What is the website address? https://www.cityofwaterlooiowa.com/departments/planning- zoning/historic preservation commission/index.php 13. Does your commission have a Facebook page? No 14. List dates of public commission meetings held (please note these are meetings actually held with a quorum, not just those that were scheduled). CLG Standards found in CLG Agreement and National Historic Preservation Act: 1) The CLG will organize and maintain a historic preservation commission, which must meet at least three (3) times per year. 2) The commission will be composed of community members with a demonstrated positive interest in historic preservation, or closely related fields, to the extent available in the community. 3) The commission will comply with Iowa Code Chapter 21 (open meetings) in its operations. 4) Commission members will participate in state-sponsored or state-approved historic preservation training activities. January 21, February 18, April 21, May 19, June 16, July 21, August 18, September 15, October 20 and November 17. 15. We recommend that the local government provide the commission a budget with a minimum of$750 to pay for training and other commission expenses. In this calendar year, what was the dollar amount for the historic preservation commission's annual budget? No Budget 16. Where are your official CLG files located? Certified Local Government files must be stored at city hall (for city commissions) or the county courthouse (for county commissions). https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 35 of 6�P7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission Waterloo City Hall 715 Mulberry Street Waterloo, IA 50702 17. Please list the names of the Historic Preservation Commissioners who served during this calendar year. Ed Ottesen, Susan Price, Alice Rohret, Nicholas Hedrick, Mathew Gilbert, and Terry Stevens. 18. Each CLG was asked to provide a work plan last year. Please provide a self- assessment of your progress on the initiatives and programs you identified last year. Were you able to accomplish much of what you set out to do? If not, what would help you fulfill this next year's work plan? The commission did accomplish everything on its workplan that it could accomplish however like everyone else many of the projects that the commission had planned had to be put on hold due to COVID. The City of Waterloo has declared an emergency which limited what city staff could do including not being able to attend meetings in person and extremely limited non-office activities. 19. Each commission should develop a work plan for the coming year. This work plan should include the project(s), initiatives and programs you plan to begin or complete. Also discuss your plan for obtaining historic preservation training in 2021. Please attach your work plan to your annual report. Action Plan Update 08.18.pdf 20. Please update contact information about your 2021 Chief Elected Official. Note: This is beginning January 2021. Please provide the information for the Mayor, Chairman of the Board of Supervisors, or President of LUD Trustees. First and Last Phone Name Mailing Address Number Email Address Quentin Hart 715 Mulberry Street, 319-291- mayor@waterloo- https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 36 of 6�P7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission Waterloo, IA 50703 4301 ia.org 21. Please update contact information about your Staff Person for the Historic Preservation Commission. This is a local government staff member and is required. Electronic and mailed communication is sent to the staff person and chair of the commission who will forward to the rest of the commission members. First and Last Job Title Phone Number Mailing Address Email Address Name 715 Mulberry 319- John Planner john.dornoff@waterloo- Street, Waterloo, 291- Dornoff I IA 50703 4366 ia.org 22. Please complete the following and provide contact information about your 2021 Chairperson/Commissioner. Note: Electronic and mailed communication will be sent to the staff person for the commission and the chair who will forward the information to the rest of the commission members. First and Home Work Last Mailing Address Phone Phone Email Address Name Number Number 1941 West 6th Ed Street, (319) (319) Ottesen Waterloo, IA 234-1863 429-5569 eaohome@mchsi.com 50702 https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 37 of 6�AI7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission 22.1. If the commissioner represents a locally designated district, provide the name of the district (Representative, Name of Local Historic District). If the commissioner does not represent a local historic district, enter N/A. N/A 22.2. Specify the month, day, and year that the commissioner's term will end. 02/03/2023 22.3. Does this person serve as the Contact with the State Historic Preservation Office for the Commission? Yes 23. Please complete the following and provide information about your 2021 Vice Chairperson/Commissioner. Note: Electronic and mailed communication will be sent to the staff person for the commission and the contact. First Home Work and Last Mailing Address Phone Phone Email Address Number Number Name MRG International Matthew LLC 1427 (319) (319) Gilbert Dearborn Avenue 504- 507- global.mrg@gmail.com Waterloo IA 50707 6685 6685 23.1. If the commissioner represents a locally designated district, provide the name of the district (Representative, Name of Local Historic District). If the commissioner does not represent a local historic district, enter N/A. https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 38 of 6§P7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission Most local governments do not have a program for local designation. If you have questions about whether you have a local designation program or not, please contact Paula Mohr before you complete this section. N/A 23.2. Specify the month, day, and year that the commissioner's term will end. 02/04/2023 23.3. Does this person serve as the Contact with the State Historic Preservation Office for the Commission? No 24. Please complete the following and provide information about your 2021 Secretary/Commissioner. Note: Electronic and mailed communication will be sent to the staff person for the commission and the contact. First Home Work and Last Mailing Address Phone Phone Email Address Number Number Name 2753 Fairlane Susan Avenue, (319) Price Waterloo, IA 269-6745 none sueprice49@yahoo.com 50702 24.1. If the commissioner represents a locally designated district, provide the name of the district (Representative, Name of Local Historic District). If the commissioner does not represent a local historic district, enter N/A. N/A https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 39 of 6§P7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission 24.2. Specify the month, day, and year that the commissioner's term will end. 05/02/2022 24.3. Does this person serve as the Contact with the State Historic Preservation Office for the Commission? No 25. Please complete the following and provide information about your 2021 Commissioner. Note: Electronic and mailed communication will be sent to the staff person for the commission and the contact. First and Home Work Mailing Last Phone Phone Email Address Address Name Number Number 206 Iowa Alice Street (319) 939- None 319) 939- None alicerohret@gmail.com Rohret Waterloo IA 5277 50703 25.1. If the commissioner represents a locally designated district, provide the name of the district (Representative, Name of Local Historic District). If the commissioner does not represent a local historic district, enter N/A. N/A 25.2. Specify the month, day, and year that the commissioner's term will end. 03/04/2022 https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 40 of E1�P7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission 25.3. Does this person serve as the Contact with the State Historic Preservation Office for the Commission? No 26. Please complete the following and provide information about your 2021 Commissioner. Note: Electronic and mailed communication will be sent to the staff person for the commission and the contact. First and Home Work Mailing Last Phone Phone Email Address Address Name Number Number 207 Highland Nicholas (319) (319) Hedrick Blvd Waterloo, 290-4475 290-4475 nhedrick@cfholiday.com IA 50703 26.1. If the commissioner represents a locally designated district, provide the name of the district (Representative, Name of Local Historic District). If the commissioner does not represent a local historic district, enter N/A. Representative, Highland Historic District 26.2. Specify the month, day, and year that the commissioner's term will end. 04/15/2022 26.3. Does this person serve as the Contact with the State Historic Preservation Office for the Commission? No https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 41 of 6PP7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission 27. Please complete the following and provide information about your 2021 Commissioner. Note: Electronic and mailed communication will be sent to the staff person for the commission and the contact. First and Home Work Mailing Last Phone Phone Email Address Address Name Number Number 1629 Terry Ackermant (319) (319) Stevens Street 291- 833- danceterryh2o100@aol.com 6724 3129 Water 27.1. If the commissioner represents a locally designated district, provide the name of the district (Representative, Name of Local Historic District). If the commissioner does not represent a local historic district, enter N/A. N/A 27.2. Specify the month, day, and year that the commissioner's term will end. 12/09/2022 27.3. Does this person serve as the Contact with the State Historic Preservation Office for the Commission? No 28. Please complete the following and provide information about your 2021 Commissioner. Note: Electronic and mailed communication will be sent to the staff person for the commission and the contact. https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 42 of 61§P7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission 29. Please complete the following and provide information about your 2021 Commissioner. Note: Electronic and mailed communication will be sent to the staff person for the commission and the contact. 30. Please complete the following and provide information about your 2021 Commissioner. Note: Electronic and mailed communication will be sent to the staff person for the commission and the contact. 31. Please complete the following and provide information about your 2021 Commissioner. Note: Electronic and mailed communication will be sent to the staff person for the commission and the contact. 32. Please attach biographical sketches for commissioners who were newly appointed in 2021. Please be sure newly appointed commissioners sign and date their statement. BIOGRAPHICAL SKETCH - MRG - 020121.pdf 33. Does your commission have any vacancies? If so, how many? If you have no vacancies, enter N/A. Yes, the commission has one vacancy. https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 43 of � �� 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission 34. Please complete the Commission Training Table. An important requirement of the Certified Local Government program is annual state- sponsored (such as the Preserve Iowa Summit) or state-approved training undertaken by at least one member of the historic preservation commission and/or staff liaison. In this table, provide information about the commissioners' involvement in historic preservation training, listing the name of the conference, workshop or meeting (including online training opportunities); the sponsoring organization; the location and date when the training occurred. Be sure to provide the names of commissioners, staff, and elected officials who attended. Sponsor Names of Name of Event Location Date Organization Attendees National Trust for 10/27- Mathew Past Forward Online Historic 10/30/2020 Gilbert Preservation Meet the authors: National Guidelines on Flood Adaptation for Trust for Webinar 1/9/2020 John Historic Dornoff Rehabilitating Historic Preservation Buildings Congressional Appropriations for Historic Preservation: National John Webinar 2/27/2020 An Overview of Funding Trustq Dornoff Goals for Select Federal Programs Federal Policy National Response to the Trust for John Coronavirus and Webinar 4/2/2020 Historic Dornoff Implications for Preservation Preservation Field Special Resources State of Iowa Webinar 4/8/2020 John Related to Covid-19 for Dept of Dornoff https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 44 of 6§P7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission Iowa's Arts, Culture and Cultural Creative Industries Affairs Communicating and National Fundraising for Trust for John Webinar 4/14/2020 Preservation in a Time Historic Dornoff of Uncertainty Presrevsation National Creating a Successful Trust for John Webinar 6/24/2020 Case Statement Historic Dornoff Presrvation Preservation Advocacy During the National Congressional Lame- Trust for John Webinar 11/18/2020 Duck and Looking Historic Dornoff Forward to the 117th Preservation Congress 35. Who of your commission members, staff, and/or elected officials attended the Preserve Iowa Summit? If so, please provide their names. Please note this must be completed. If no one attended, enter none. John Dornoff Alice Rohret Mathew Gilbert 36. Signature page Annual Report Certification (1),pdf ATTACHMENTS Edit Ordinances/Resolutions https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 45 of 6§P7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission If you have a new ordinance/resolution or have changed your existing ordinance/resolution, upload it here. [ no file ] Ordinances/Resolutions [ no file ] Survey Materials If you have produced Site Inventory Forms or a survey in the calendar year, please upload it here [ no file ] Work plan Please upload the upcoming year's work plan here. Action Plan Update 08.18.pdf Biographical Sketches for New Commissioners If you have new commissioners, please upload their Biographical Sketches here. Please make sure that they are signed. The form can be downloaded from here: https://drive.google.com/file/d/1 GDBtPLv2an2sXho54yJfZRT13bwL4RFZ/view?usp=sharing _.� BIOGRAPHICAL SKETCH - MRG - 020121.pdf Supplementary Material Upload any supplementary material here [ no file ] Supplementary Material 2 Upload any supplementary material here [ no file ] Supplementary Material 3 Upload any supplementary material here https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 46 of 6AP7 2/3/2021 State Historical Society of Iowa-SlideRoom-Submission [ no file ] Elected Official's Signature Page Please schedule a time to present your annual report to your city council or Board of Supervisors. Ask your elected official to sign the signature page and upload here. The form can be downloaded from here: https://drive.google.com/file/d/1YcetiR- inEjVfvoUWn3A5czCeim2m-XC/view?usp=sharing Annual Report Certification (1).pdf Printed February 3,2021 11:35 CST/CDT.Copyright©2012 SlideRoom C-4Sh&Room https://iowahistory.slideroom.com/#/Submission/wizard/5126086/complete Page 47 of 6�A7 Certified Local Government Annual Report Name of Certified Local Government: Signature of person who completed this report Date 1 certify that a representative of the historic preservation commission has attended a public meeting and presented the details of this report to the city council(city CLG) or the Board of Supervisors (county CLG). Date of public meeting Signature of Mayor or Chairman of the Board of Supervisors Date Printed Name of Elected Official Please upload this completed form with your annual report on SlideRoom. Thank you. Page 48 of 650 CITY OF WATERLOO Council Communication Motion to receive the City of Waterloo Comprehensive Annual Financial Report for the fiscal year ended June 30, 2020 and place on file. City Council Meeting:2/15/2021 Prepared:2/2/2021 ATTACHMENTS: Description Type ❑ Council Comm FYE2020 CAFR Backup Material ❑ City of Waterloo FYE20 CAFR Backup Material ❑ RSM Cover Letter FYE20 CAFR.pdf Backup Material SUBJECT: Motion to receive the City of Waterloo Comprehensive Annual Financial Report for the fiscal year ended June 30, 2020 and place on file. Submitted by: Submitted By:Michelle Weidner. Chief Financial Officer Recommended Action: Summary Statement: Please see the attached letter for additional information. Page 49 of 650 CITY OF `. ILTERLOO FINANCE DEPARTMENT Michelle Weidner, CPA Chief Financial Officer Council Communication City Council Meeting: February 15, 2021 Prepared: February 2, 2021 Dept. Head Signature: Michelle Weidner SUBJECT: Comprehensive Annual Financial Report for The Year Ended June 30, 2020 Submitted by: Michelle C. Weidner, Chief Financial Officer Recommended City Council Action: I recommend that the Comprehensive Annual Financial Report for the Fiscal Year Ended June 30, 2020 be placed on file. Background Information: Please find attached the City of Waterloo Comprehensive Annual Financial Report for the fiscal year ended June 30, 2020. We are pleased to report that the audited financial statements reflect that the overall financial position of the City continued to improve during the fiscal year ended June 30, 2020 and that the independent auditor's report issued by RMS US, LLP is unmodified (see the tab labeled Auditor's Report for their opinion). Reading the transmittal letter, found at pages iii through viii behind the Introductory Section tab, and Management's Discussion and Analysis, found at pages 3 through 14 behind the Management's Discussion & Analysis tab, provides a summary of the information included in the basic financial statements. Reading through these two documents will provide you with an idea of the contents of the report, although I would recommend that you read the entire report to more fully understand the City's financial position. This document summarizes all the financial activity that was undertaken by the City during the fiscal year ended June 30, 2020. The footnotes, found at pages 32 through 80, provide additional background and explanation about the City's activities. The grant compliance portion of the audit is found at pages 151 through 161 . One of the key indicators in the report is the trend in the General Fund balance. The unassigned fund balance increased by $910,932 for the year, indicating that General fund activities as a whole performed better than expected, despite the pandemic and the Governor's orders that closed many businesses and governmental activities March 16, 2020. A significant source of this increase was due to a new program implemented by the state that the City participated in that resulted in increased ambulance revenue for the year. The City budgeted to use $750,000 in unassigned fund balance for operations in fiscal year 2021 which was included in the assigned fund balance at June 30, 2020. An additional $450,000 was set aside to begin preparing for a year with 27 pay periods which will occur during the fiscal year ending June 30, 2023. The unassigned fund balance of $11,188,047 is 20.4% of General Fund expenditures, Page 50 of 650 FYE2020 CAFR Cover Letter Page 2 of 4 a slight increase of 0.4% from fiscal year 2019. This is a key indicator used by many readers of the statements, including the bond rating services. In order to provide an adequate cash flow cushion for expenses and grants, and to improve our bond rating to the next category, which is the level that many cities our size hold, it is recommended that unassigned fund balance be 25% of general fund expenditures. It is significant to note that this ratio has improved from a low point of 5.2% at June 30, 2000. Overall General fund balance, including amounts restricted and assigned for special purposes, increased by $849,833. Restricted and assigned sources of fund balance decreased by a total of $253,194. General fund unrestricted cash of $12,825,130 is 23.7% of General fund revenues, exceeding the 5% of revenues required by city ordinance. This amount increased by $1,596,098 from FYE2019. A portion of unrestricted cash has been assigned to fund a pool to self-insure the City for various risks, such as uninsured worker's compensation claims, tort claims and employee health care and also to provide cash for the amount of fund balance that was budgeted to be used for FYE2021 general operations. Unrestricted cash net of that committed or assigned for those purposes is $11,188,149 or 20.4% of general fund revenues, more than the 5% of revenues required by city ordinance. Approximately 97% of the City of Waterloo's net position reflects the City's substantial investment in capital assets (land, buildings and improvements, infrastructure and vehicles). The City's total investment in capital assets, net of accumulated depreciation and related debt, was $426,019,860. The Debt Service fund, which is used to retire the city's general obligation debt, reflected a decrease in cash of $550,738 and a decrease in fund balance of $510,531 available for the retirement of future debt. This decrease was due partially to reduced Reinvestment District revenue and higher than expected expenses. The Tax Increment Financing (TIF) fund is restricted for the payment of debt service related to the tax increment financing districts. The fund realized a decrease in cash of $1,877,178 and a decrease in fund balance of $1 ,001,005 related to timing differences due to reduced TIF revenue and the timing of the payment of TIF obligations. The Trust and Agency fund is used to levy property taxes for the payment of employee benefits for general fund employee activities. Cash decreased by $66,041 and fund balance decreased by $113,101, due primarily to higher than budgeted pension expense due to contract negotiations settling at higher than expected rates. The Local Option Tax fund, which is used to repair, reconstruct and improve streets, saw an increase in cash of $67,093 and an increase in fund balance of $137,967. The total fund balance was $11,422,816 at June 30, 2020. Much of the year-end fund balance was committed to construction contracts that were previously awarded but uncompleted at June 30, 2020. Surprisingly, the City received the largest true-up payment ever in November 2020. We were Page 51 of 650 FYE2020 CAFR Cover Letter Page 3 of 4 concerned about the trend for option taxes in the spring. The state has not been able to explain the reasons for the increase, other than the addition of the requirement to pay sales tax on internet sales The Road Use Tax fund, which pays for such things as street maintenance, snow removal, traffic operations and engineering, realized a decrease in cash of $5,674,687 and a decrease in fund balance of $7,055,258. The net decrease was mainly due to the use of transfer of jurisdiction funds received from the State of Iowa in prior years that were spent during the current year for the University Avenue project. As of June 30, 2020, this fund now shows a balance of $19,465,876. The Library Special Levy fund recognized an increase in cash of $89,504 and an increase in fund balance of $84,592 during the year ended June 30, 2020. A very small cash balance is maintained in the Community Development Block Grant Fund. Grant funds received from the federal government are required to be spent as received. The City routinely advances general fund monies to pay these expenses until reimbursements are received, generally from the federal government. This practice reduces general fund investment earnings and temporarily reduces general fund cash available for other uses. Cash and fund balance increased by $233,340 and $90,614, respectively, in the Housing fund. Expenditures in this fund are restricted for specified uses by the federal government. The total cash, including restricted cash balance was $5,031 ,020 at June 30, 2020, while fund balance increased to $4,842,388. The Grants Fund reported a deficit fund balance due to timing delays in receiving grant reimbursements. Most grants the City receives require that the City request and receive reimbursement from the granting agencies only after the City has expended the funds. This creates a temporary deficit in the funds. Because the City's books are maintained on an accrual basis, expenses are recorded for invoices that may not be paid until after year-end. The City cannot request reimbursement until after the invoices are paid, creating temporary timing deficits. The City continues to investigate alternatives for shortening the turnaround time between spending grant funds and receiving reimbursements where possible. The Sanitation fund, which accounts for garbage removal and recycling activities, ended the year with $2,799,509 in cash, a decrease of $427,230 from the previous year, while net position for this fund increased by $422,406 to $4,235,464. This cash level provides the fund with a needed cushion to allow the fund to pay its bills prior to receiving revenue and to pay expenses even if revenue declines unexpectedly. Available cash not committed to repay current liabilities declined to 48% of revenues, covering six months of operating expenses, primarily due to investments made in vehicles and the new recycling/yard waste curbside pick-up program. Page 52 of 650 FYE2020 CAM Cover Letter Page 4of4 The Sewer fund, which accounts for wastewater and storm water activities, ended the year with unrestricted cash available for operations of $12,169,506, a decrease of $1,518,055. Available cash not committed to repay current liabilities (excluding bonds) increased to 73% of revenues, which is approximately eight months of cash flow to pay operating expenses. Unrestricted net position decreased by $1,340,724 to $11,152,512. Sewer operations cash decreased $2,302,818 to $7,567,777, while operating cash in the storm sewer fund increased $784,763 to $4,601,729. If you have any questions about the information presented or would like to discuss the performance of any of the funds or any of the findings specifically, please contact me. I'll be happy to provide further information. Page 53 of 650 Comprehensive Annual Financial Report ...1 i r- - 41 �SCAL YEAR E E.D JUNE 30,, .2:'020 ITY .O F WATER �A. r' or ....,;��•' _,��� 4 � l � {; , �� l +ply �� [ I �. �� CITY OF WATERLOO , IOWA COMPREHENSIVE ANNUAL FINANCIAL REPORT Year Ended June 30, 2020 Prepared by: City of Waterloo Finance Department Michelle C. Weidner, CPA, Chief Financial Officer Emily Graham, Financial Analyst Brent Bohlen, Financial Analyst Kim Bahr, Financial Analyst Page 55 of 650 Contents Introductory Section Table of contents i–ii Transmittal letter iii–ix Officials x Organizational structure A GFOA Certificate xii Financial Section Independent auditor's report 1-2 Management's discussion and analysis 3-14 Basic financial statements: Government-wide financial statements: Statement of net position 15-16 Statement of activities 17-18 Fund financial statements: Balance sheet—governmental funds 19-22 Reconciliation of governmental funds balance sheet to the statement of net position 23 Statement of revenues, expenditures and changes in fund balances— governmental funds 24-25 Reconciliation of the statement of revenues, expenditures and changes in fund balances of governmental funds to the statement of activities 26 Statement of net position—enterprise funds 27-28 Statement of revenues, expenses and changes in net position— enterprise funds 29 Statement of cash flows—enterprise funds 30-31 Notes to basic financial statements 32-81 Required supplementary information: Schedule of changes in the City's total OPEB liability and related ratios 82 Iowa Public Employees' Retirement System: Schedule of the City's proportionate share of the net pension liability 83-84 Schedule of City contributions 85 Notes to required supplementary information—IPERS pension liability 86 Municipal Fire and Police Retirement System of Iowa: Schedule of the City's proportionate share of the net pension liability 87-88 Schedule of City contributions 89 Notes to required supplementary information—MFPRSI pension liability 90 Budgetary comparison schedule—budget and actual (modified cash basis)—all governmental funds and proprietary funds 91-92 Note to required supplementary information—budgetary reporting 93 Schedule of comparison—funds statements (GAAP basis)to budgetary (modified cash) basis 94-97 Schedule of employer contributions for Waterloo Water Works pension plan 98-99 Schedule of changes in net pension liability and related ratios for Waterloo Water Works pension plan 100-101 Notes to required supplementary information for Waterloo Water Works pension plan 102 IPERS schedule of the Waterloo Water Works' proportionate share of the net pension liability 103-104 IPERS schedule of Waterloo Water Works contributions 105-106 i Page 56 of 650 Contents Financial Section (continued) Supplementary information: Schedule of revenues, expenditures and changes in fund balances—General Fund 107-117 Nonmajor governmental funds: Combining balance sheet 118 Nonmajor special revenue funds: Fund descriptions 119 Combining balance sheet 120-121 Combining statement of revenues, expenditures and changes in fund balances (deficit) 122-123 Capital projects funds: Fund descriptions 124 Combining balance sheet 125-126 Combining statement of revenues, expenditures and changes in fund balances (deficit) 127-128 Fiduciary funds, fund descriptions 129 Agency Fund, statement of changes in assets and liabilities 130 Statistical Section (Unaudited) Statistical section contents 131 Net position by component 132 Changes in net position 133-134 Fund balances—governmental funds 135 Changes in fund balances—governmental funds 136 Assessed and taxable value of property 137 Property tax rates 138 Principal taxpayers 139 Property tax levies and collections 140 Ratios of outstanding debt by type 141 Ratios of general bonded debt outstanding 142 Direct and overlapping governmental activities debt 143 Legal debt margin information 144 Sewer revenue bond coverage 145 Demographic and economic statistics 146 Principal area employers 147 Full-time equivalent city government employees by function/program 148 Operating indicators by function/program 149-150 Capital asset statistics by function/program 151 Compliance Section Schedule of expenditures of federal awards 152-153 Notes to schedule of expenditures of federal awards 154 Summary schedule of prior audit findings 155 Report on internal control over financial reporting and on compliance and other matters based on an audit of financial statements performed in accordance with Government Auditing Standards 156-157 Report on compliance for the major federal program and report on internal control over compliance required by Uniform Guidance 158-159 Schedule of findings and questioned costs 160-162 ii Page 57 of 650 CITY OF WATERLOO , IOWA OFFICE OF THE MAYOR ----- FINANCE DEPARTMENT QUENTIN HART • Mayor MICHELLE WEIDNER,CPA • Chief Financial Officer Mayor QUENTIN HART February 1, 2021 COUNCIL MEMBERS Members of the City Council ..................• and Citizens of the City of Waterloo, Iowa MARGARET We are pleased to present the Comprehensive Annual Financial Report of the City KLEIN of Waterloo, Iowa (City) for the year ended June 30, 2020 in accordance with the Ward I provisions of Chapter 11 of the Code of Iowa. This report is published to provide the City Council and citizens detailed information concerning the financial JONATHAN GRIEDER condition of the City. It has also been audited by an independent certified public Ward 2 accounting firm in accordance with generally accepted auditing standards and the federal single audit act requirements, including the provisions of Title 2 of the PATRICK U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative MORRISSEY Requirements, Cost Principles, and Audit Requirements for Federal Awards Ward 3 (Uniform Guidance). RSM US LLP issued an unmodified ("clean") opinion on JEROME the financial statements for the year ended June 30, 2020. AMOS,JR. Ward a Management assumes full responsibility for the completeness and reliability of RAY the information contained in this report, based upon a comprehensive framework FEUSS of internal control that it has established for this purpose. Because the cost of Wards internal control should not exceed anticipated benefits, the objective is to provide SHARON reasonable, rather than absolute, assurance that the financial statements are free of JUON any material misstatements. At-Large Management's Discussion and Analysis (MD&A) immediately follows the DAVE VEN independent auditor's report and provides a narrative introduction, overview, and BOE At-Large analysis of the basic financial statements. This letter of transmittal is designed to complement MD&A and should be read in conjunction with it. THE CITY'S BACKGROUND AND SERVICES Waterloo is the 6th largest and historically one of the most diverse cities in the state of Iowa, with a population of 68,406, according to the 2010 census. (Current census estimates indicate growth to 72,000.) The City was incorporated in 1868 and is the county seat of Black Hawk County. Waterloo and the neighboring City of Cedar Falls are the primary urban centers in the area, serving as a retail and healthcare hub for the region. The City is empowered to levy a property tax on real property located within its boundaries. ill WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Page 58 of 650 The City operates under a Mayor — Council form of government, with the mayor as the elected chief executive. The City Council is comprised of seven members, five of whom are elected from separate wards and two who are elected at-large. The Mayor is elected to two-year terms, and the City Council members are elected to four-year staggered terms. The City of Waterloo provides a full range of municipal services to its citizens and is organized into a number of operating departments, the activities of which are directed by the Mayor. The public services provided by the employees of the City include police and fire protection, building inspections and animal control, a regional airport, construction and maintenance of highways, streets and other infrastructure, and recreational and cultural and arts services. The City also provides solid waste collection and wastewater treatment services. Other human services are provided through the community development, housing and human rights departments. The central garage provides vehicle maintenance services, and the human resources, management information systems, city attorney, city clerk and finance departments perform various administrative functions. Funds, agencies,boards, commissions, trusts and authorities involved in the provision of municipal services must be included in the City's financial reporting as component units if the City is financially accountable. Although the Waterloo Water Works and the Waterloo Convention&Visitors Bureau, Inc. are operated as independent entities, they meet the requirements to be considered component units of the City and these entities are included in this report. The Waterloo Community School District and the Metropolitan Transit Authority do not meet the established criteria for component entities of the City and are not included in this report. ECONOMIC OUTLOOK The economy of Waterloo and the Cedar Valley area is seeing continued commercial and industrial activity even amid the COVID-19 pandemic. The largest employer in the City is Deere & Company through its Waterloo Works Drivetrain Operations, Engine Works, Foundry, Product Engineering and Assembly facilities. Other major employers include Tyson Foods, Mercy One, University of Northern Iowa, Unity Point Health, Hy-Vee and Western Home Communities. The area's regional economic development corporation, GROW Cedar Valley, works with the city to help create development in Waterloo as well as the entire metropolitan area. Total building permit valuation for Waterloo was over $100 million for the seventh straight year, reaching $161.1 million for the fiscal year ended June 30, 2020. This marked the second best construction year in history. New housing starts were at 98 new units. Waterloo is a regional retail center for Black Hawk and surrounding counties. After increasing steadily for the past several years, retail sales dipped to $993.2 million in fiscal 2020, assumed due to in part to the pandemic. Waterloo's population has remained relatively stable during the past decade. iv Page 59 of 650 The overall city tax base has reflected an average annual growth of approximately 1.0% during the last five years. The City has developed a more diverse employment base in recent years, although Deere & Company continues to play a major role in the local economy. Deere (a Fortune 100 company) remains the city's largest employer and also its largest taxpayer. The company has invested over $1.0 billion in its Waterloo facilities since 2010, including the Westfield advanced manufacturing facility and the Waterloo Foundry, the largest electric foundry in the state. The City's unemployment level as of October 31, 2020 was 4.6% compared to the state level of 3.6% and the federal level of 6.9%. Downtown/Cedar Valley Riverfront Renaissance The Riverfront Renaissance project utilized state "Vision Iowa" funds, as well as private funds, local funds, and partnerships with other businesses to create three new major developments to revitalize the downtown area along the Cedar River: o The Riverwalk Loop — a walking and recreational trail system along the banks of Cedar River from 1St Street to 181h Street in Downtown Waterloo. o The Cedar River Dam improvements — an inflatable bladder dam system that improved recreational water depth upstream of the dam at 4th Street. o The Riverfront Amphitheater — this space has become a popular destination for many activities, and is bringing more residents and visitors to downtown Waterloo and the riverfront. Downtown/Cedar Valley SportsPlex The Cedar Valley Sport Plex is a 125,000 square-foot recreational facility with indoor soccer fields, gyms, a leisure pool and slide, fitness facility, running track and multi-purpose activity spaces. The facility opened in 2014 and now has approximately 5,600 members. Downtown/Cedar Valley TechWorks Campus At the other end of the Riverwalk Loop, the $52 million Cedar Valley TechWorks Campus Project has transformed two former Deere and Co. 6-story industrial buildings into a Marriott Hotel, Deere Training center (Tech Two building) and a multi-tenant green technology and advanced manufacturing innovation center (Tech One building). This was the first project approved under the Iowa Reinvestment District(IRD)program. Lincoln Savings Bank is currently renovating a 50-year old former Deere factory at a total project investment of $18.3 million. LSB will occupy the top three floors of the Tech One building to house their financial technology operation that is projected to bring over 300 new employees to the Downtown Waterloo area. The IRD development will also include the creation of a Marina along the Cedar River. This will be part of a water trail designation in Black Hawk County in partnership with the City of Cedar Falls. In excess of $500,000 in federal enhancement funds have been programmed for this project. The City is also platting additional lots for commercial development in the area. V Page 60 of 650 Downtown/Other Developments Other developments in the downtown area include the $15 million Grand Crossing development. Phases I and II are complete with 108 condominium units and first floor retail and commercial space. The $8 million urban campus developed by Hawkeye Community College is bringing additional educational and student services populations downtown. The $2.5 million renovation of the historic Friedl Bakery building is now underway. A seven- story 72-unit residential tower, the Art Bloc, is under construction on the riverfront near the RiverLoop Amphitheater. Makenda LLC has completed a $10 million interior and exterior renovation of the former Ramada Hotel in downtown Waterloo, and has re-opened as a dual-branded Best Western Plus and Executive Residency Hotel. The City hired Global Spectrum, L.P. to manage the Convention Center, located directly across the street from this hotel. Lincoln Park, a popular downtown destination, was recently renovated with a $1 million facelift including improved infrastructure, new seating, lighting and walkways. North Crossing North Crossing, the former Logan Plaza Shopping Center in the northern part of the City was acquired by a developer and completely demolished, with plans to replace it with several new medical and retail buildings. All five phases of the project are now complete with over $10 million in new taxable value. The project includes multiple medical buildings, a new Burger King restaurant, Kwik Star convenience store and strip mall renovations. Over 40 acres of land are available for additional development in this area. The public-private partnership for the redevelopment has been created from: ➢ The $30 million Highway 63 redevelopment project which created green space, aesthetics, recreational trails, and economic opportunity along the corridor, as well as improving traffic movements with turning lanes ➢ The continued investment by Unity Point Health (formerly Allen Hospital) with over $40 million in improvements and expansions to the hospital campus, and over $8 million in the Nursing College campus. ➢ The new Carver Academy middle school built on the former Logan School site, offering a more aesthetically pleasing campus setup for students with a greenhouse, and partnerships with other entities. Midport ➢ The City is constructing infrastructure to open over 400 acres for commercial and industrial development in the Waterloo Air & Rail Park (WARP) located near the Waterloo Regional Airport. The City received a State of Iowa RISE award for construction of WARP Drive, which is currently underway. ➢ A number of developers have plans for smaller infill construction projects in the Airport area. ➢ There has been over $2.5 million in private investment in new hangars at the Waterloo Regional Airport. Vi Page 61 of 650 Other New Development Projects Construction continues on the Lost Worlds Theme Park, a $100 million investment by the Bertch family to create a new theme park near Lost Island Waterpark on the city's southeast side. Groundbreaking began in 2019 and the theme park is scheduled to open in the summer of 2022. The former Greyhound Park has been demolished, creating new development land near the major intersection of U.S. Highways 20 and 63. The Love's Travel Center is now open and Warren Transport has announced an $8.6 million project for a new headquarters and vehicle maintenance facility. Additional developments are planned in this area. Con-trol is constructing a $12 million warehouse project in the Northeast Industrial Park. The Boys & Girls Club has finished construction of a $5.0 million Teen Center in the Walnut Historic Neighborhood near downtown. Within this neighborhood, All-In Grocers has started construction on a $2.0 million grocery store and there has been $2.8 million of residential construction and rehabilitation work completed. John Deere has completed a $7.3 million expansion to its Westfield Avenue manufacturing site. The former landfill property near Highway 63 and Ridgeway Road was acquired by a developer and several new projects have been completed or are in process, including a new Casey's convenience store, a medical office, and a dance studio and gymnastics center. Street Improvements The one-cent local option tax was approved in 2013 for another ten years, to be used for street repairs and improvements. Other major construction initiatives that are primarily funded with grants include the reconstruction of Highway 63 through the northern part of the city, which was completed in 2020. The reconstruction of University Avenue from Midway Dr. to U.S. Highway 63 has begun, with estimated completion in 2021. The City has been awarded $12.5 million to assist with the reconstruction of the Park Avenue and 11th St. bridges in the downtown area. Design is underway for the La Porte Road corridor improve streets and bike trails near the new Lost Worlds Theme Park and the Crossroads Shopping Center area. Recreational Facilities The City is also continuing to develop its extensive system of bike trails, which are being connected to countywide and regional trail networks, creating a system of more than 117 miles of trails. The Riverwalk Loop trail in downtown Waterloo has been completed and a new trail has been constructed along the newly constructed Shaulis Road connection from Highway 63 to the Isle of Capri Boulevard. This trail system connects directly into the American Discovery Trail. A recreational area for all-terrain vehicle trails has been developed in the Riverview neighborhood, and a new bike trail is being constructed as part of the University Avenue reconstruction project. The City has received a grant for the construction of the Shaulis Road Recreational Trail in the southeast part of the City, which will be completed in 2021. Vii Page 62 of 650 A new $370,000 skate park has recently been opened next to Straub Baseball Fields in the Riverfront Sports Park area. The park includes more amenities and is no longer located in the floodway. AWARDS The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Waterloo, Iowa for its Comprehensive Annual Financial Report (CAFR) for fiscal year 2019. This is the seventeenth year that the City received this award, which is a prestigious national award, recognizing conformance with the highest standards for the preparation of state and local government financial reports. In order to be awarded a Certificate of Achievement, a government unit must publish an easily readable and efficiently organized Comprehensive Annual Financial Report, whose contents conform to program standards. The CAFR must satisfy both accounting principles generally accepted in the United States of America and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. Management believes that the current report continues to meet the Certificate of Achievement program requirements and we are submitting it to GFOA to determine its eligibility for another certificate. FINANCIAL MANAGEMENT INFORMATION Budgetary Controls - The City's management staff is responsible and is actively involved in the financial planning and management of the City's daily operations and long-range strategic planning. The objective of budgetary controls is to ensure compliance with the annual budget approved by the City Council, as well as budget control procedures mandated by the State of Iowa. Management control policies adopted by the City Council require that departmental and activity budgets comply with departmental appropriations. Amendments exceeding de minimus guidelines require the specific approval of the City Council Finance Committee. These policies also require certain non-routine expenditures exceeding $1,000 to be pre-authorized by the City Council Finance Committee. Long-term financial and capital improvement planning are crucial strategic functions of the City. The City's management staff, coordinated by the Planning Department, prepares and presents the five-year Capital Improvement Program (CIP) to the Mayor and City Council for their review and approval annually. The CIP outlines the City's planned schedule of capital project construction over the next five-year cycle. The CIP provides an analysis of the financial funding impact and capital debt impact of the planned construction project program. The City met the minimum fund balance requirement for the General Fund and adhered to all other financial policies approved by the City Council. Viii Page 63 of 650 ACKNOWLEDGMENTS This report could not have been completed without the dedicated service of the entire Finance department and other City staff in addition to the RSM US LLP audit team. We want to thank all of the City departments for their assistance in providing data necessary for this report. Special thanks go to Emily Graham, Brent Bohlen and Kimberly Bahr in the Finance Department and also the City Clerk staff. Each of you has our appreciation and respect for your contributions to this report. We also want to thank the members of the City Council for their support of our efforts to conduct the financial operations of the City in a responsible and progressive manner. Sincerely, Quentin M. Hart Michelle C. Weidner, CPA Mayor Chief Financial Officer ix Page 64 of 650 City of Waterloo, Iowa Officials As of June 30, 2020 Name Title Term Expires Elected (Before January, 2020) Quentin Hart Mayor January 2020 Margaret Klein Council Member- 1 st Ward January 2022 Bruce Jacobs Council Member- 2nd Ward January 2020 Patrick Morrissey Council Member- 3rd Ward January 2022 Jerome Amos Council Member-4th Ward January 2020 Christopher Shimp Council Member- 5th Ward January 2022 (Resigned August 2018) Ray Feuss Council Member- 5th Ward January 2022 Sharon Juon Council Member-At-Large January 2022 Steven Schmitt Council Member-At-Large January 2020 (After December 31, 2019) Quentin Hart Mayor January 2022 Margaret Klein Council Member- 1 st Ward January 2022 Jonathan Grieder Council Member- 2nd Ward January 2024 Patrick Morrissey Council Member- 3rd Ward January 2022 Jerome Amos Council Member-4th Ward January 2024 Ray Feuss Council Member- 5th Ward January 2022 Sharon Juon Council Member-At-Large January 2022 Dave Boesen Council Member-At-Large January 2024 Appointed Michelle Weidner, CPA Chief Financial Officer Indefinite Kelley Felchle, CMC City Clerk Indefinite Jamie Knutson, PE City Engineer Indefinite Martin Petersen City Attorney Indefinite Joel Fitzgerald, Sr., Phd. Chief of Waterloo Police Department Indefinite Pat Treloar Chief of Fire Services Indefinite x Page 65 of 650 \) � ElZ! 5 _ §\.( [) »$ § E\ eo 2 =}3 )\�}k z R / e \ ) F-4 \ O \ � § CIO a /$ } 7 )) \ j ) �j ! cd \\\ t ) § xi Page 66 of 650 Government Finance officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to City of Waterloo Iowa For its Comprehensive Annual Financial Rcport For the Fiscal Year Ended ]unc 30, 2019 P ;ofp c Executive Director/CE0 xii Page 67 of 650 RSM RSM US LLP Independent Auditor's Report Honorable Mayor and Members of the City Council City of Waterloo, Iowa Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Waterloo, Iowa(the City)as of and for the year ended June 30, 2020,and the related notes to the financial statements,which collectively comprise the City's basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America;this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit.We did not audit the financial statements of the discretely presented component units,Waterloo Water Works and Waterloo Convention & Visitors Bureau, Inc.,which collectively represent 100%of the assets, net position and revenues of the aggregate discretely presented component units.Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for the discretely presented component units, is based solely upon the reports of the other auditors. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States.Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.The financial statements of Waterloo Convention &Visitors Bureau, Inc.were not audited in accordance with Government Auditing Standards. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements,whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.Accordingly,we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall financial statement presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, based on our audit and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities,the business-type activities,the aggregate discretely presented component units, each major fund,and the aggregate remaining fund information of the City of Waterloo, Iowa as of June 30, 2020, and the respective changes in financial position and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. THE POWER OF BEING UNDERSTOOD AUDIT I TAX I CONSULTING 1 RSM US LLP is the U.S.member firm of RSMInternational,aglobal netwcrkofindependertaudit,tax,and consulting firms.Ysitrsmus.com/aboutusformoreirfcrmationregardinj?!IgeL68 Of 650 RSM International. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management's Discussion and Analysis,the schedule of changes in the City's total OPEB liability and related ratios,the schedule of the City's proportionate share of the net pension liability and schedule of contributions for the Iowa Public Employees' Retirement System,the schedule of the City's proportionate share of the net pension liability and schedule of City contributions for the Municipal Fire and Police Retirement System of Iowa, budgetary comparison schedule, and the Schedule of Contributions for Waterloo Water Works Pension Plan and Schedule of changes in net pension liability and related ratios for the Waterloo Water Works Pension Plan, as listed in the table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context.We and other auditors have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America,which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries,the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements.We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City's basic financial statements. The accompanying combining individual and nonmajor fund financial statements and other schedules and statements, listed in the table of contents as supplementary information, and the schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations(CFR) Part 200, Uniform Administrative Requirements,Cost Principles, and Audit Requirements for Federal Awards(Uniform Guidance)are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America by us. In our opinion, based on our audit and the procedures performed as described above,the information is fairly stated, in all material respects, in relation to the basic financial statements as a whole. The accompanying introductory and statistical sections are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has not been subjected to the auditing procedures applied in the audits of the basic financial statements, and accordingly,we do not express an opinion or provide any assurance on it. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards,we have also issued our report dated February 1,2021 on our consideration of the City's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing,and not to provide an opinion on the effectiveness of the City's internal control over financial reporting or on compliance.That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control over financial reporting and compliance. �?S,c/ US .44P Davenport, Iowa February 1,2021 2 Page 69 of 650 City of Waterloo, Iowa Management's Discussion and Analysis For Fiscal Year Ended June 30, 2020 As management of the City of Waterloo, we offer readers of the City of Waterloo's financial statements this narrative overview and analysis of the financial activities of the City of Waterloo for the fiscal year ended June 30, 2020. We encourage readers to consider the information presented here in conjunction with additional information that we have furnished in our letter of transmittal, which can be found at pages iii—ix of this report. Financial Highlights • The assets and deferred outflows of resources of the City of Waterloo exceeded its liabilities and deferred inflows of resources at the close of the most recent fiscal year by$439,094,438 (net position). Of this amount, the City's unrestricted net position ($31,868,820) is negative, due to recording the City's share of postemployment benefit liabilities and pension liabilities. • The City's total net position increased by$11,842,967 compared to the 2019 ending net position of $427,251,471. • As of the close of this current fiscal year, the City of Waterloo's governmental funds reported combined ending fund balances of$89,634,383, a decrease of$5,819,393 in comparison with the prior year. Approximately 8.4% of this total amount, $7,513,467, is available for spending at the City's discretion (unassigned fund balance), although some funds are legally limited for specified purposes. • At the end of the current fiscal year, unassigned fund balance for the General Fund was $11,188,047, or 20.4% of total General Fund expenditures. • The City of Waterloo's total long-term liabilities increased by$6,100,324 or 3.6% during the current fiscal year, due to increased general obligation bonds issued for construction projects and increases in other post-employment benefit and pension liabilities. Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the City of Waterloo's basic financial statements. The City of Waterloo's basic financial statements are comprised of three components: (1) government-wide financial statements, (2)fund financial statements and (3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Government-wide financial statements. The government-wide financial statements are designed to provide readers with a broad overview of the City of Waterloo's finances in a manner similar to a private- sector business. The statement of net position presents information about all of the City of Waterloo's assets, deferred outflows of resources, liabilities and deferred inflows of resources, with the difference between them reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the City of Waterloo is improving or deteriorating. The statement of activities presents information illustrating how the government's net position changed during the most recent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unused vacation leave). 3 Page 70 of 650 City of Waterloo, Iowa Management's Discussion and Analysis For Fiscal Year Ended June 30, 2020 Both of the government-wide financial statements distinguish functions of the City of Waterloo that are principally supported by taxes and intergovernmental revenues (governmental activities)from other functions that are intended to recover all or a significant portion of their costs through user fees and charges (business-type activities). The governmental activities of the City of Waterloo include public safety, public works, health and social services, culture and recreation, community and economic development and general government. In addition, the convention bureau provides marketing services for tourism operated as a separate discretely presented component unit of the City. The business-type activities of the City of Waterloo include the sanitary sewer system and the solid waste system. The water utility is operated as a separate discretely presented component unit of the City. For detailed information about the Waterloo Convention &Visitors Bureau, Inc. or the Waterloo Water Works, please see their separate audited financial statements. The government-wide financial statements include only the City of Waterloo itself(known as the primary government) and its discretely presented component units, the Waterloo Water Works and Waterloo Convention and Visitors Bureau, Inc. The Waterloo Community School District and the Metropolitan Transit Authority provide services to the citizens of Waterloo but do not meet established criteria as component units of the City and thus are not included in this report. Fund financial statements. A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The City of Waterloo, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance- related legal requirements. All of the funds of the City of Waterloo can be divided into three categories: governmental funds, proprietary funds and fiduciary funds. Governmental funds. Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However, unlike the government-wide financial statements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near-term financial requirements. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the government's near-term financing decisions. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. The City of Waterloo maintains 21 individual governmental funds. Information is presented separately in the governmental fund balance sheet and in the governmental fund statement of revenues, expenditures and changes in fund balances for the General Fund, Trust and Agency Fund, Tax Increment Financing Fund, General Obligation Debt Service Fund, and Road Use Tax Fund, all of which are considered to be major funds. Data from the other 16 governmental funds are combined into a single, aggregated presentation. Individual fund data for each of these nonmajor governmental funds is provided in the form of combining statements elsewhere in this report. Proprietary funds. The City of Waterloo maintains two proprietary funds, which are used to report the same functions presented as business-type activities in the government-wide financial statements. Proprietary funds provide the same type of information as the government-wide financial statements, only in more detail. The proprietary fund financial statements provide separate information for the sanitary sewer fund and the sanitation fund. The sanitary sewer fund is considered to be a major fund of the City of Waterloo. 4 Page 71 of 650 City of Waterloo, Iowa Management's Discussion and Analysis For Fiscal Year Ended June 30, 2020 Fiduciary funds. Fiduciary funds are used to account for resources held for the benefit of parties outside the government. Fiduciary funds are not reflected in the government-wide financial statements because the resources of those funds are not available to support the City of Waterloo's own programs. The accounting used for fiduciary funds is much like that used for proprietary funds. The City has one type of fiduciary fund, an agency fund. There were no assets held in the fiduciary fund as of June 30, 2020. Notes to the financial statements. The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. Other information. The City's budgetary comparison schedule and the other postemployment benefit plan schedule of funding progress are presented as required supplementary information immediately following the notes to the financial statements. The combining statements referred to earlier in connection with nonmajor governmental funds are presented immediately following the required supplementary information. Government-wide Financial Analysis As noted earlier, net position may serve over time as a useful indicator of a government's financial position. In the case of the City of Waterloo, assets and deferred outflows of resources exceeded liabilities and deferred inflows of resources by$439,094,438 at the close of the fiscal year ended June 30, 2020. By far the largest portion of the City of Waterloo's net position (97%) reflects its investment in capital assets (e.g., land, buildings and improvements, infrastructure and vehicles and equipment), less any related debt used to acquire those assets that is still outstanding. The City of Waterloo uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. Although the City of Waterloo's investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. Statement of Net Position A condensed version of the Statement of Net Position as of June 30, 2020 and 2019 follows: City of Waterloo's Net Position Governmental Activities Business-Type Activities Total 2020 2019 2020 2019 2020 2019 Assets Current and other assets $ 155,294,742 $ 155,726,342 $ 22,615,485 $ 25,095,669 $ 177,910,227 $ 180,822,011 Capital assets 396,727,431 378,952,399 103,850,948 98,402,473 500,578,379 477,354,872 Total assets 552,022,173 534,678,741 126,466,433 123,498,142 678,488,606 658,176,883 Deferred outflows of resources 14,460,706 13,508,321 1,057,253 919,390 15,517,959 14,427,711 Liabilities Current liabilities 23,067,451 21,720,479 4,954,394 5,294,902 28,021,845 27,015,381 Long-term liabilities 153,341,347 145,102,116 20,625,573 22,764,480 173,966,920 167,866,596 Total liabilities 176,408,798 166,822,595 25,579,967 28,059,382 201,988,765 194,881,977 Deferred inflows of resources 52,427,932 50,231,977 495,430 239,169 52,923,362 50,471,146 Net position Net investment in capital assets 338,162,674 320,748,412 87,857,186 81,369,121 426,019,860 402,117,533 Restricted 44,923,907 53,863,633 19,491 47,826 44,943,398 53,911,459 Unrestricted (45,440,432) (43,479,555) 13,571,612 14,702,034 (31,868,820) (28,777,521) Total net position $ 337,646,149 $ 331,132,490 $ 101,448,289 $ 96,118,981 $ 439,094,438 $ 427,251,471 5 Page 72 of 650 City of Waterloo, Iowa Management's Discussion and Analysis For Fiscal Year Ended June 30, 2020 $44,943,398 of the City of Waterloo's net position (10.2%) represents resources that are subject to external restrictions on how they may be used. The remaining balance of unrestricted net position ($31,868,820) is a negative position, due to the net pension liabilities for the city's share of liabilities in the IPERS and MFPRSI pension plans and the city's liability for other postemployment health care benefits. The separate governmental activities had positive balances in the net investment in capital assets and fund balances restricted for specific purposes. Business-type activities also reported positive balances in all categories. The same situation held true for the prior fiscal year. The City's total net position increased compared to the 2019 ending net position. Governmental-type activities' net position increased by$6,513,659, from the 2019 net position of$331,132,490. This increase was largely related to capital invested in City infrastructure projects. See page 26 for a reconciliation of this increase. The total business-type activities' net position increased by$5,329,308 from the 2019 net position of$96,118,981, due to capital invested in City infrastructure projects and debt retirement payments. Statement of Activities A condensed version of the Statement of Activities as of June 30, 2020 and 2019 follows: City of Waterloo's Changes in Net Position Governmental Activities Business-Type Activities Total 2020 2019 2020 2019 2020 2019 Revenues: Program revenues: Charges for services $ 13,938,071 $ 11,721,123 $ 21,702,047 $ 18,549,691 $ 35,640,118 $ 30,270,814 Operating grants and contributions 12,158,925 12,380,601 275,862 273,624 12,434,787 12,654,225 Capital grants and contributions 7,151,415 8,651,622 356,837 310,250 7,508,252 8,961,872 General revenues: Property taxes 49,332,480 47,722,089 - - 49,332,480 47,722,089 Othertaxes 19,039,780 18,757,207 - - 19,039,780 18,757,207 Other 6,433,598 3,654,703 245,204 249,909 6,678,802 3,904,612 Total revenues 108,054,269 102,887,345 22,579,950 19,383,474 130,634,219 122,270,819 Expenses: Public safety 38,539,492 33,071,755 - - 38,539,492 33,071,755 Public works 27,453,883 27,415,746 - - 27,453,883 27,415,746 Health and social services 265,757 279,470 - - 265,757 279,470 Culture and recreation 11,297,723 12,573,777 - - 11,297,723 12,573,777 Community and economic development 11,778,352 11,593,102 - - 11,778,352 11,593,102 General government 9,792,001 9,049,085 9,792,001 9,049,085 Interest on long-term debt 2,413,402 2,452,792 - - 2,413,402 2,452,792 Sanitary sewer - - 12,287,197 12,254,389 12,287,197 12,254,389 Sanitation - - 4,963,445 4,196,226 4,963,445 4,196,226 Total expenses 101,540,610 96,435,727 17,250,642 16,450,615 118,791,252 112,886,342 Increase in net position before transfers 6,513,659 6,451,618 5,329,308 2,932,859 11,842,967 9,384,477 Transfers - (633,323) - 633,323 - - Change in net position 6,513,659 5,818,295 5,329,308 3,566,182 11,842,967 9,384,477 Net position,beginning,restated 331,132,490 325,314,195 96,118,981 92,552,799 427,251,471 417,866,994 Net position,ending $ 337,646,149 $ 331,132,490 $ 101,448,289 $ 96,118,981 $ 439,094,438 $ 427,251,471 6 Page 73 of 650 City of Waterloo, Iowa Management's Discussion and Analysis For Fiscal Year Ended June 30, 2020 Total governmental activities' revenue for the current fiscal year was $108,054,269. The largest single revenue source for the City was property taxes of$49,332,480. Property taxes increased by$1,610,391 (3.4%) during the year. This increase is a result of a combination of factors, including an increase in the assessed value of property of 2.23%, an increase of 2.92% in the taxable value of property and an increase of 0.53% in the levy rate. Certain revenues are generated that are specific to governmental program activities. These totaled $26,096,996during the fiscal year ended June 30, 2020. The graph below illustrates the comparison between the expenses by governmental activity type and the revenues generated that are specific to those activities. Expenses and Program Revenues—Governmental Activities $40,000,000 $35,000,000 $30,000,000 $25,000,000 $20,000,000 $15,000,000 $10,000,000 $5,000,000 L L 111110L� Pudic safety Pudic works Health and Culture and Community General Interest and social recreation and government issuance services economic costs on development long-term debt ■Expenses ■Revenues The graph below shows the percentage of the total governmental revenues allocated by each revenue type. Revenues by Source - Governmental Activities Other Charges for 6% I f services 13% Other Taxes 18% Operating Grants and Contributions 11% .A--IPA Capital Grants and Contributions lip 6% Property Taxes 46% 7 Page 74 of 650 City of Waterloo, Iowa Management's Discussion and Analysis For Fiscal Year Ended June 30, 2020 Total business-type activities' revenue for the fiscal year was $22,579,950. $22,334,746 of this revenue was generated for specific business-type activity expenses. The graph below shows a comparison between the business-type activity expenses and program revenues. Expensesand Program Revenues-Business-Type Activities $18,000,000 $16,000,000 $14,000,000 $12,000,000 $10,000,000 $8,000,000 $6,000,000 $4,000,000 $2,000,000 Sanitary Sewer Sanitation ■Expenses ■Revenues The graph below shows the breakdown of revenues by source for the business-type activities. Revenues by Source - Business-Type Activities Operating Grants Capital Grants and P 9 Contributions and Contributions 2% 1% Charges for services 97% Business-type activities. Business-type activities increased the City of Waterloo's net position by $5,329,308 from the 2019 net position of$96,118,981, accounting for 45.0% of the increase in the City's net position. 8 Page 75 of 650 City of Waterloo, Iowa Management's Discussion and Analysis For Fiscal Year Ended June 30, 2020 Financial Analysis of the Government's Funds As noted earlier, the City of Waterloo uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Governmental funds. The focus of the City of Waterloo's governmental funds is to provide information on near-term inflows, outflows and balances of spendable resources. Such information is useful in assessing the City of Waterloo's financing requirements. In particular, unassigned fund balance may serve as a useful measure of a government's net resources available for spending at the end of the fiscal year. As of the end of the current fiscal year, the City of Waterloo's governmental funds reported combined ending fund balances of$89,634,383, a decrease of$5,819,393 in comparison with the prior year. Fund balance in the amount of$82,120,916 is not available for new spending because it represents amounts previously paid for items that were not exhausted at year-end (nonspendable)or has already been restricted, committed or assigned to be used for a variety of purposes. Approximately 8.4% of total fund balance or$7,513,467, constitutes unassigned fund balance. The General Fund is the chief operating fund of the City of Waterloo. At the end of the current fiscal year, unassigned fund balance of the General Fund was $11,188,047, while total fund balance was $23,523,940. As a measure of the General Fund's liquidity, it may be useful to compare both unassigned fund balance and total fund balance to total fund expenditures. Unassigned fund balance represents 20.4% of total General Fund expenditures, while total fund balance represents 42.9% of that same amount. Net general fund operations resulted in an increase in total general fund balance of $849,883, and an increase in unassigned fund balance of$910,932 for the year. A significant source of the increase was due to a new program implemented by the state that the City participated in that resulted in increased ambulance fee revenue during the year. This resulted in a substantial increase in revenue, net of related expense, for the year in the amount of$1.4 million. General interest revenue exceeded the budgeted amount by$300,000, also contributing to performance. The Governor of Iowa closed many businesses and governmental activities due to the pandemic beginning March 16, 2020. These closures resulted in less revenue in the cultural and recreational program area. As a result, the city reduced part-time staffing as programming was curtailed in many areas and worked to match spending to anticipated revenues. Positions that were vacant for portions of the year also contributed to general fund performance being better than expected. Because of the large health insurance reserves built up the past several years, the City chose to reduce property taxes for health insurance again and instead used a portion of the restricted health reserves to pay claims during the year ended June 30, 2020. The General Obligation Debt Service Fund -The net decrease in fund balance of$510,531 during the current year is primarily due to lower than budgeted receipts from the Iowa Reinvestment District fund that are dedicated to debt repayment. Trust and Agency Fund —The net decrease in fund balance of$113,101 during the current year is due primarily to employee benefits expense being higher than expected due to actual negotiated pay increases that were higher than anticipated when the budget was established. There were also fewer vacant fire and police vacant positions during the year, resulting in higher than expected pension contributions. 9 Page 76 of 650 City of Waterloo, Iowa Management's Discussion and Analysis For Fiscal Year Ended June 30, 2020 TIF Fund - The total fund balance of$2,528,646 is restricted for the payment of debt service related to tax increment financing district projects. The net decrease in fund balance during the current year was $1,001,005 and is the result of timing differences between revenue collections and the payment of TIF obligations. Road Use Tax Fund—The net decrease in fund balance in the road use tax fund of$7,055,258 is due primarily to the use of transfer of jurisdiction funds received from the State of Iowa for University Avenue in prior years that were spent on construction during the current year. Proprietary funds. The City of Waterloo's proprietary funds provide the same type of information found in the government-wide financial statements, but in more detail. Total net position of the sanitary sewer fund at the end of the year was $97,212,825, an increase of $4,906,902 from the 2019 net position of$92,305,923. This increase was due primarily to investments in the construction of mandated sewer infrastructure projects Other factors concerning the finances of the sanitary sewer fund have already been addressed in the discussion of the City of Waterloo's business-type activities. Budgetary Highlights In accordance with the Code of Iowa, the City Council annually adopts a budget on the modified cash basis following required public notice and hearing for all funds. The annual budget may be amended during the year utilizing similar statutorily prescribed procedures. Formal and legal budgetary control is based upon ten major classes of disbursements known as functions, not by fund or fund type. These ten functions are: public safety, public works, health and social services, culture and recreation, community and economic development, general government, debt service, capital projects, business-type and non-program. Function disbursements required to be budgeted include disbursements for the general fund, special revenue funds, debt service fund, capital projects funds and permanent funds. Although the budget document presents function disbursements by fund, the legal level of control is at the aggregated function level, not at the fund or fund type level. These budget amendments are reflected in the final budgeted amounts. Differences between the original budget and the final amended budget for the City of Waterloo are summarized below. The total original expenditure budget of$187,480,550 including transfers out was increased to $217,360,237 (an increase of$29,879,687). • In the Public Safety program category, expenses and related revenue for various law enforcement grants and non-property tax funded projects were increased ($1.9 million). • In the Public Works category, the use of Local Option Tax fund balance was added to fund the anticipated increase in expenses for street reconstruction ($3 million). • The Culture & Recreation program category was increased to reflect a number of additional grants and donations received by the Cultural and Arts department, the Library and Leisure Services. Revenue and expenses were increased for the Sportsplex to more closely match operations and the use of unassigned fund balance was increased for Young Arena operations ($.1 million). • Additional federal revenue and expense expected to be completed using Block Grant and Housing funds were added to the Community and Economic Development category($1.1 million). • Amendments reflecting the use of restricted health insurance reserves and insurance refunds to fund additional claims were made in the General Government category($1.9 million). 10 Page 77 of 650 City of Waterloo, Iowa Management's Discussion and Analysis For Fiscal Year Ended June 30, 2020 • In the Capital Projects program, additional expenses relating to grant revenue awarded during the year that was not originally budgeted were added. Several construction project budgets were adjusted to more accurately reflect the work expected to be completed by June 30, 2020 ($4.3 million). • In the Business Type/Enterprises activity, which accounts for the activities of the sewer and garbage funds, line item adjustments were made to more accurately reflect the amount that will be spent for capital improvement projects and operations by June 30, 2020 ($2.5 million). The total original revenue budget, including other financing sources of$166,770,267 was increased to $191,242,488 (an increase of$24,472,221). • State and federal grant revenue was increased to reflect additional grants awarded after the original budget certification for a variety of programs, including community development block grants, public safety projects, airport and traffic improvements, and storm water lift stations ($3.9 million). • Other city tax revenue was increased to reflect an increase in hotel/motel tax sales tax revenue estimate ($.2 million). • Amendments were made to various charges for services to reflect higher revenues than originally anticipated with the certified budget ($1 million). • Miscellaneous revenue was increased to reflect additional donations received for various City projects, insurance and other refunds, and interest revenue received that exceeded original budget projections ($5.5 million). See pages 91 through 97 for the Budgetary Comparison Schedule - Budget and Actual (Modified Cash Basis)—All Governmental Funds and Proprietary Funds. Capital Asset and Debt Administration Capital Assets. The City of Waterloo's investment in capital assets for its governmental and business- type activities as of June 30, 2020, amounts to $500,578,379 (net of accumulated depreciation) as reflected in the following table. The total increase in the City of Waterloo's investment in capital assets for the current fiscal year was 5.9% (a 5.4% increase for governmental activities and a 8.0% increase for business-type activities). 11 Page 78 of 650 City of Waterloo, Iowa Management's Discussion and Analysis For Fiscal Year Ended June 30, 2020 This investment in capital assets includes land, buildings and improvements, park facilities, vehicles and equipment, and roads, highways and bridges (also referred to as infrastructure assets) placed in service since July 1, 1980. City of Waterloo's Capital Assets at Fiscal Year End(Net of Depreciation) Governmental Activities Business-Type Activities Total 2020 2019 2020 2019 2020 2019 Land $ 46,081,492 $ 44,849,615 $ 657,900 $ 657,900 $ 46,739,392 $ 45,507,515 Land held for redevelopment 16,640,416 14,491,090 - 16,640,416 14,491,090 Buildings and improvements 63,108,990 61,912,764 42,628,505 44,056,597 105,737,495 105,969,361 Other improvements - 47,909,270 43,735,483 47,909,270 43,735,483 Software 50,607 90,012 - 50,607 90,012 Infrastructure 245,310,129 225,192,278 - - 245,310,129 225,192,278 Furniture,vehicles,machinery and equipment 9,531,033 8,951,060 4,918,931 4,139,194 14,449,964 13,090,254 Construction-in-progress 16,004,764 23,465,580 7,736,342 5,813,299 23,741,106 29,278,879 $ 396,727,431 $ 378,952,399 $ 103,850,948 $ 98,402,473 $ 500,578,379 $ 477,354,872 Major capital assets events during the current fiscal year included the following: • The City acquired properties for economic development ($2.2 million). Land held for redevelopment was transferred to private parties for redevelopment ($.06 million). • New additions to buildings and improvements totaled $4.8 million, including a new police evidence storage building, a replacement maintenance building for the Gates Park golf course and Airport runway and parking lot improvements. • The City invested $2.6 million in new vehicles, equipment, computers and software for various city departments. The most significant of these included two ambulances, a snow blower, and a piece of equipment referred to as a durapatcher for street repairs. • New investments in infrastructure assets totaled $29.6 million, including the completion of the first phase of the University Avenue street reconstruction project at$9.8 million, as well as several other street reconstruction projects, the renovation of Lincoln Park downtown and parking improvements at the Cedar River Boathouse. • The City invested $5.4 million in a number of sewer reconstruction projects during the year and $0.8 million in new vehicles and equipment for the sewer and sanitation departments, including two garbage trucks and a backhoe. Additional information about the City of Waterloo's capital assets can be found in Note 6 of this report. 12 Page 79 of 650 City of Waterloo, Iowa Management's Discussion and Analysis For Fiscal Year Ended June 30, 2020 Long-term liabilities. At the end of the current fiscal year, the City of Waterloo had total bonded debt outstanding of$100.345 million. This entire amount is comprised of debt backed by the full faith and credit of the government. This was an increase of$2.4 million from the prior year, net of premiums and discounts. The additional debt was issued for design work on Shaulis Road and the reconstruction of University Avenue. The long-term portion of the state revolving fund capital loans being issued for sewer improvements declined by$64,000 during the year. The amount of other loans, originally issued to purchase land in the City's industrial parks for economic development projects and to provide developer incentives, declined by$1.06 million due to annual debt retirement. The City has obligations to employees for benefit time not used at fiscal year-end. During the current fiscal year the balance due on these obligations decreased by$409,368 due to additional benefits accrued. The City of Waterloo's total long-term liabilities increased by$6.1 million (3.6%) during the current fiscal year, due to the items discussed above and increases in other post-employment benefits of$1.8 million and increases in estimated pension liabilities of$2.3 million. The City of Waterloo maintains an Aa2 rating from Moody's Investor Services, Inc. for general obligation debt. State statutes limit the amount of general obligation debt a governmental entity may issue to 5% of its total assessed valuation. The current debt limitation for the City of Waterloo is $197,266,242 which is significantly greater than the City of Waterloo's outstanding general obligation debt ($101,835,458) and other debt subject to debt limitation ($5,862,641). The total debt subject to this limitation is $107,698,099, resulting in available debt margin of$89,568,143. Additional information about the City of Waterloo's long-term liabilities can be found in Note 9 of this report. Economic Factors and Next Year's Budgets and Rates Property taxes provide 48% of General Fund revenues. Over the past five years, citywide assessed valuations have risen an average of 0.5% annually, while property tax regulations imposed by the State of Iowa resulted in taxable values increasing by an average of 1.32% over that same time period. The fiscal 2021 budget reflects an increase in total property tax and utility excise tax revenue of 4.3%. As discussed elsewhere in this report, the City budgeted to use$750,000 in general fund reserves for general operations for the year ended June 30, 2021. Personnel costs comprise a significant portion of City operating costs.Wage increases identified in contractual bargaining agreements range from 2.2% to 2.75% for fiscal year 2021. The employer contribution rate required for the Municipal Fire and Police Retirement System will increase by 3.69%. Anticipated health care costs for the year ending June 30, 2021 are expected to increase at a rate of 9.3%. Federal and state mandates for clean water continue to result in additional costs both for sewer system users and property taxpayers. Significant construction and revolving fund loan borrowing are anticipated during the next fiscal year. Sanitary and storm water rates were increased effective July 1, 2020 to address these issues. These factors were considered in preparing the City of Waterloo's budget for fiscal year 2021. 13 Page 80 of 650 City of Waterloo, Iowa Management's Discussion and Analysis For Fiscal Year Ended June 30, 2020 Requests for Information This financial report is designed to provide a general overview of the City of Waterloo's finances for all those with an interest in the government's finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to: Michelle C. Weidner, CPA, Chief Financial Officer, City of Waterloo, 715 Mulberry Street, Waterloo, Iowa 50703. 14 Page 81 of 650 City of Waterloo, Iowa Statement of Net Position June 30, 2020 Component Units Waterloo Primary Government Convention Governmental Business-Type Waterloo &Visitors Activities Activities Total Water Works Bureau,Inc. Assets Current assets: Cash and cash equivalents $ 81,040,157 $ 14,969,015 $ 96,009,172 $ 17,597,263 $ 177,931 Restricted cash and cash equivalents 929,908 - 929,908 - - Investments - - - 456,046 537,222 Receivables: Customer accounts,net of allowance for uncollectible accounts 2,368,757 4,521,399 6,890,156 1,893,405 - Property taxes: Delinquent 1,246,401 - 1,246,401 - Succeeding year 49,788,234 - 49,788,234 Internal accounts (38,704) 38,704 - Due from other governments: Component unit 77,847 1,430,932 1,508,779 - Primary government - - - 111,203 Other 7,899,489 19,271 7,918,760 - - Accrued interest 13,278 - 13,278 7,127 2,479 Special assessments - 345,646 345,646 - - Inventories and prepaids 725,249 52,790 778,039 549,680 6,409 Total current assets 144,050,616 21,377,757 165,428,373 20,503,521 835,244 Noncurrent assets: Restricted assets: Cash and cash equivalents 11,011,322 1,237,728 12,249,050 - - Investments - - - 193,645 294,187 Receivables 11,030 11,030 - 42,605 Special assessments receivable 221,774 - 221,774 179,309 - Capital assets,net of accumulated depreciation 318,000,759 95,456,706 413,457,465 28,081,067 48,222 Capital assets not being depreciated 78,726,672 8,394,242 87,120,914 4,439,612 - Total noncurrent assets 407,971,557 105,088,676 513,060,233 32,893,633 385,014 Total assets 552,022,173 126,466,433 678,488,606 53,397,154 1,220,258 Deferred outflows of Resources Pension related amounts 12,268,459 717,705 12,986,164 399,063 - OPEB related amounts 2,192,247 339,548 2,531,795 - Total deferred outflows of resources 14,460,706 1,057,253 15,517,959 399,063 See notes to basic financial statements. 15 Page 82 of 650 Component Units Waterloo Primary Government Convention Governmental Business-Type Waterloo &Visitors Activities Activities Total Water Works Bureau,Inc. Liabilities Current: Accounts and retainages payable $ 5,812,492 $ 2,246,880 $ 8,059,372 $ 1,509,805 $ 7,447 Accrued liabilities and other 2,145,154 230,694 2,375,848 141,360 9,716 Due to primary government - - - 1,298,865 - Due to component unit 111,203 111,203 - Due to other governments - - - 56,190 Noncurrent liabilities due and payable within one year 12,489,906 2,441,983 14,931,889 60,883 Unearned revenues 990,469 - 990,469 - Current liabilities payable from restricted assets: Health claims 929,908 929,908 Other 312,938 - 312,938 Accrued interest 275,381 34,837 310,218 - - Total current liabilities 23,067,451 4,954,394 28,021,845 3,067,103 17,163 Noncurrent: Customer deposits 33,926 417,030 450,956 193,645 - Worker's compensation claims 561,323 - 561,323 - General obligation bonds and notes,net of bond discounts and premium 78,703,792 12,519,676 91,223,468 State revolving fund capital loan - 1,835,495 1,835,495 Other loans and notes 4,799,400 - 4,799,400 Total postemployment benefits liability 19,076,867 2,954,732 22,031,599 Compensated absences 2,116,077 71,976 2,188,053 - Net pension liability 48,049,962 2,826,664 50,876,626 2,670,078 Total noncurrent liabilities 153,341,347 20,625,573 173,966,920 2,863,723 Total liabilities 176,408,798 25,579,967 201,988,765 5,930,826 17,163 Deferred Inflows of Resources Property taxes 49,788,234 - 49,788,234 - - Pension related amounts 2,419,283 461,291 2,880,574 640,333 OPEB related amounts 220,415 34,139 254,554 - Total deferred inflows of resources 52,427,932 495,430 52,923,362 640,333 Net Position Net investment in capital assets 338,162,674 87,857,186 426,019,860 32,520,680 48,222 Restricted for: Debt service 2,493,456 19,491 2,512,947 - - Tourism promotion 1,732,646 - 1,732,646 Public access television 218,701 218,701 Civil rights enforcement 82,376 82,376 Housing 4,954,936 4,954,936 Donor specified 1,047,504 1,047,504 Library 425,857 425,857 Street and right-of-way maintenance 19,341,897 19,341,897 Improvements 9,665,488 9,665,488 Self-funded insurance 4,575,258 4,575,258 Employee benefits 385,788 - 385,788 - - Unrestricted(deficit) (45,440,432) 13,571,612 (31,868,820) 14,704,378 1,154,873 Total net position $ 337,646,149 $ 101,448,289 $ 439,094,438 $ 47,225,058 $ 1,203,095 16 Page 83 of 650 City of Waterloo, Iowa Statement of Activities Year Ended June 30, 2020 Program Revenues Operating Capital Direct Indirect Charges for Grants and Grants and Expenses Allocations Services Contributions Contributions Programs/Functions Governmental activities: Public safety $ 38,539,492 $ - $ 7,036,405 $ 859,056 $ - Public works 27,833,883 (380,000) 2,337,247 8,955,221 1,325,649 Health and social services 265,757 - 18,867 - Culture and recreation 11,347,723 (50,000) 3,213,303 352,705 - Community and economic development 11,778,352 588,840 1,853,304 5,825,766 General government 10,430,501 (638,500) 762,276 119,772 - Interest and issuance costs on long-term debt 2,413,402 - - - Total governmental activities 102,609,110 (1,068,500) 13,938,071 12,158,925 7,151,415 Business-type activities: Sanitary Sewer 11,595,197 692,000 16,657,811 2,005 356,837 Sanitation 4,586,945 376,500 5,044,236 273,857 - Total business-type activities 16,182,142 1,068,500 21,702,047 275,862 356,837 Total primary government $ 118,791,252 $ - $ 35,640,118 $ 12,434,787 $ 7,508,252 Component unit,Waterloo Water Works $ 7,598,071 $ $ 10,502,393 $ - $ 38,488 Component unit,Waterloo Convention& Visitors Bureau,Inc. $ 744,474 $ $ $ 553,603 $ General Revenues Taxes: Property taxes Othertaxes: Local option sales Utility excise Gaming Hotel/motel Gas and electric Cable television Mobile home Bank/credit union Investment earnings Miscellaneous Gain on sale of capital assets Total general revenues and transfers Changes in net position Net position,beginning of year Net position,end of year See notes to basic financial statements. 17 Page 84 of 650 Net(Expense)Revenue and Changes in Net Position Primary Government Component Units Waterloo Convention& Governmental Business-Type Waterloo Visitors Activities Activities Total Water Works Bureau,Inc. $ (30,644,031) $ $ (30,644,031) $ $ (14,835,766) (14,835,766) (246,890) (246,890) (7,731,715) (7,731,715) (3,510,442) (3,510,442) (8,909,953) (8,909,953) (2,413,402) (2,413,402) (68,292,199) (68,292,199) 4,729,456 4,729,456 354,648 354,648 5,084,104 5,084,104 (68,292,199) 5,084,104 (63,208,095) - 2,942,810 - - - (190,871) 49,332,480 49,332,480 11,083,075 11,083,075 1,363,258 1,363,258 984,156 984,156 985,466 985,466 3,764,060 3,764,060 646,853 646,853 59,593 59,593 153,319 - 153,319 - - 978,205 205,504 1,183,709 314,041 16,531 5,455,393 - 5,455,393 1,203,914 47,709 - 39,700 39,700 13,753 - 74,805,858 245,204 75,051,062 1,531,708 64,240 6,513,659 5,329,308 11,842,967 4,474,518 (126,631) 331,132,490 96,118,981 427,251,471 42,750,540 1,329,726 $ 337,646,149 $ 101,448,289 $ 439,094,438 $ 47,225,058 $ 1,203,095 18 Page 85 of 650 City of Waterloo, Iowa Balance Sheet Governmental Funds June 30, 2020 Trust and General Agency Assets Cash and cash equivalents $ 12,825,130 $ 498,826 Receivables: Customer accounts, net 2,340,694 - Property tax: Delinquent 414,870 217,099 Succeeding year 20,400,576 12,390,139 Special assessments 221,774 - Accrued interest 528 31 Due from other funds 4,781,167 - Due from other governments: Federal 99,161 Iowa 284,998 - Other 197,549 98,083 Inventories and prepaids 584,290 - Restricted assets: Cash and cash equivalents 7,007,460 1,844,107 Receivables 11,030 - Advances to other funds - - Total assets $ 49,169,227 $ 15,048,285 (Continued) 19 Page 86 of 650 Tax Increment General Obligation Road Use Other Financing Debt Service Tax Governmental Total $ 4,129,230 $ 635,329 $ 19,720,137 $ 43,231,505 $ 81,040,157 - - 5,561 22,502 2,368,757 439,746 162,200 - 12,486 1,246,401 9,388,510 7,000,000 609,009 49,788,234 - - - 221,774 31 16 12,672 13,278 - - - 4,781,167 - - - 572,517 671,678 - - 1,874,293 3,698,750 5,858,041 40,649 60,925 22,519 1,027,892 1,447,617 - - 123,979 16,980 725,249 - 212,090 - 2,877,573 11,941,230 - - - - 11,030 - - 108,189 21,423 129,612 $ 13,998,166 $ 8,070,560 $ 21,854,678 $ 52,103,309 $ 160,244,225 20 Page 87 of 650 City of Waterloo, Iowa Balance Sheet (Continued) Governmental Funds June 30, 2020 Trust and General Agency Liabilities,Deferred Inflows of Resources and Fund Balances Liabilities Accounts payable $ 458,703 $ Retainages payable 23,901 Accrued liabilities 1,626,800 211,149 Due to other funds - - Unearned revenue 569,913 Compensated absences 93,506 Due to Waterloo Convention&Visitors Bureau, Inc. 111,203 Payables from restricted assets 1,242,846 Advances from other funds 168,316 - Totalliabilities 4,295,188 211,149 Deferred Inflows of Resources Unavailable revenue—property tax 20,815,446 12,607,238 Unavailable revenue—local option sales tax - - Unavailable revenue—special assessments 221,774 Unavailable revenue—intergovernmental and other 312,879 - Total deferred inflows of resources 21,350,099 12,607,238 Fund balances Nonspendable 584,290 - Restricted 5,888,663 2,229,898 Committed 229,791 - Assigned 5,633,149 Unassigned 11,188,047 - Total fund balances 23,523,940 2,229,898 Total liabilities,deferred inflows of resources and fund balances $ 49,169,227 $ 15,048,285 See notes to basic financial statements. 21 Page 88 of 650 Tax Increment General Obligation Road Use Other Financing Debt Service Tax Governmental Total $ 55,394 $ 6,342 $ 1,363,158 $ 2,816,460 $ 4,700,057 - - 829,481 259,053 1,112,435 - 189,991 117,214 2,145,154 1,585,870 - 3,195,297 4,781,167 - - 420,556 990,469 - 5,824 9,032 108,362 - - - 111,203 33,926 1,276,772 - - - - 168,316 1,641,264 6,342 2,388,454 6,851,538 15,393,935 9,828,256 7,162,200 - 621,495 51,034,635 - - 1,390,205 1,390,205 - - - 221,774 - - 348 2,256,066 2,569,293 9,828,256 7,162,200 348 4,267,766 55,215,907 - - 123,979 16,980 725,249 1,866,819 902,018 19,341,897 42,393,043 72,622,338 - - - - 229,791 661,827 - 2,248,562 8,543,538 - - - (3,674,580) 7,513,467 2,528,646 902,018 19,465,876 40,984,005 89,634,383 $ 13,998,166 $ 8,070,560 $ 21,854,678 $ 52,103,309 $ 160,244,225 22 Page 89 of 650 City of Waterloo, Iowa Reconciliation of Governmental Funds Balance Sheet to the Statement of Net Position June 30, 2020 Total governmental fund balances $ 89,634,383 Amounts reported for governmental activities in the statement of net position are different because: Capital assets net of accumulated depreciation used in governmental activities are not financial resources and,therefore,are not reported as assets in the governmental funds 396,727,431 Certain revenues are not available to pay for current period expenditures and,therefore,are reported as deferred inflows of resources in the funds 5,427,673 Pension and other post employment benefits obligation(OPEB)related deferred outflows of resources and deferred inflows of resources are not reported in the governmental funds,but are amortized and recognized as a component of pension/OPEB expense in the government-wide financial statements,as follows: Deferred outflows of resources—IPERS $ 2,874,776 Deferred outflows of resources—MFPRSI 9,393,683 Deferred outflows of resources—OPEB 2,192,247 Deferred inflows of resources—IPERS (1,795,738) Deferred inflows of resources—MFPRSI (623,545) Deferred inflows of resources—OPEB (220,415) 11,821,008 Long-term liabilities, including bonds payable,are not due and payable in the current period and,therefore,are not reported in the funds: General obligation bonds (85,980,000) Other loans and notes (5,862,152) Bond discount 172,379 Bond premium (1,469,171) Total OPEB liability (19,076,867) Workers'compensation claims payable (561,323) Compensated absences (4,861,869) Net pension liability—IPERS (11,435,190) Net pension liability—MFPRSI (36,614,772) Accrued interest payable (275,381) (165,964,346) Net position of governmental activities $ 337,646,149 See notes to basic financial statements. 23 Page 90 of 650 City of Waterloo, Iowa Statement of Revenues, Expenditures and Changes in Fund Balances Governmental Funds Year Ended June 30, 2020 Trust and General Agency Revenues: Property taxes $ 21,085,430 $ 10,919,898 Other taxes 7,298,000 400,527 Licenses and permits 1,449,113 - Investment income 465,149 44,390 Rent 1,107,525 - Intergovernmental 1,077,524 Charges for services 9,788,667 Interfund charges for services 2,130,000 Special assessments 126,258 Miscellaneous 2,121,921 - Total revenues 46,649,587 11,364,815 Expenditures: Current operating: Public safety 29,722,252 4,282,240 Public works 3,177,164 - Health and social services 270,460 Culture and recreation 9,317,371 Community and economic development 2,824,714 - General government 9,480,205 24,489 Debt service: Principal - - Interest and fees Capital outlay - - Total expenditures 54,792,166 4,306,729 Excess(deficiency)of revenues over expenditures (8,142,579) 7,058,086 Other financing sources(uses): Transfers in 7,462,766 Transfers out (185,750) (7,171,187) Bond premium - Proceeds from sale of capital assets 56,088 Proceeds from insurance 1,659,358 Issuance of long-term debt - Total other financing sources(uses) 8,992,462 (7,171,187) Net changes in fund balances 849,883 (113,101) Fund balances,beginning of year 22,674,057 2,342,999 Fund balances,end of year $ 23,523,940 $ 2,229,898 See notes to basic financial statements. 24 Page 91 of 650 Tax Increment General Obligation Road Use Other Financing Debt Service Tax Governmental Total $ 8,352,794 $ 7,099,912 $ $ 628,045 $ 48,086,079 - 235,142 10,293,906 18,227,575 - - 17,532 - 1,466,645 51,484 31,950 - 385,232 978,205 - 56,948 - 185,792 1,350,265 - 8,984,473 9,533,975 19,595,972 55,117 174,883 10,018,667 50,000 - 2,180,000 - - - 126,258 - 224,524 163,006 1,179,899 3,689,350 8,404,278 7,648,476 9,270,128 22,381,732 105,719,016 - - - - 34,004,492 7,798,778 11,160,907 22,136,849 - - 270,460 - 589,461 9,906,832 2,065,722 7,692,927 12,583,363 - - 64,020 9,568,714 142,351 13,480,000 901,429 14,523,780 58,138 2,352,744 - 250,669 2,661,551 - - 8,526,608 17,191,504 25,718,112 2,266,211 15,832,744 16,325,386 37,850,917 131,374,153 6,138,067 (8,184,268) (7,055,258) (15,469,185) (25,655,137) 185,754 2,982,999 4,266,272 14,897,791 (7,324,826) - (216,028) (14,897,791) 45,738 399,560 445,298 - - 56,088 - - 1,659,358 4,645,000 13,030,000 17,675,000 (7,139,072) 7,673,737 17,479,804 19,835,744 (1,001,005) (510,531) (7,055,258) 2,010,619 (5,819,393) 3,529,651 1,412,549 26,521,134 38,973,386 95,453,776 $ 2,528,646 $ 902,018 $ 19,465,876 $ 40,984,005 $ 89,634,383 25 Page 92 of 650 City of Waterloo, Iowa Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Year Ended June 30, 2020 Net change in fund balances—governmental funds $ (5,819,393) Amounts reported for governmental activities in the statement of activities are different because: Capital outlays to purchase or construct capital assets are reported in the governmental funds as expenditures.However,those costs are reported in the statement of net position and are allocated over their estimated useful lives as depreciation expense in the statement of activities.The amounts of capital outlay and depreciation expense for the year are as follows: Capital outlay $ 33,038,208 Depreciation (15,126,998) 17,911,210 The net effect of various miscellaneous transactions involving capital assets is to increase/ decrease net position: Proceeds from sale of capital assets (56,088) Net(loss)on disposal of capital assets (80,090) (136,178) The issuance of long-term debt provides current financial resources to governmental funds while repayment of the principal of long-term debt consumes current financial resources.These transactions have no effect on the change in net position in the statement of activities.Also,governmental funds report the effect of premiums and discounts when debt is first issued,whereas these amounts are deferred and amortized in the statement of activities.In addition,interest is accrued on outstanding debt in the statement of net position whereas in the governmental funds an interest expenditure is reported only when due.The following is a detail of the net effect on these differences in the treatment of long-term debt and related items: General obligation bonds issued for governmental purposes (17,675,000) Repayment of general obligation bond principal 13,480,000 Repayment of other long-term debt principal 1,043,780 Bond premium (445,298) Amortization of bond discounts and premiums 243,013 Change in accrued interest 5,136 (3,348,369) Revenue in the statement of activities that does not provide current financial resources is not reported as revenue in the governmental funds: Current year 5,427,673 Prior year (3,674,278) Some expenses reported in the statement of activities do not require the use of current financial resources and,therefore,are not reported as expenditures in governmental funds: OPEB expense (696,723) Change in workers'compensation claims payable (88,822) Change in compensated absences and deferred compensation liabilities (271,341) Pension expense—IPERS 872,542 Pension expense—MFPRSI (3,662,662) Change in net position of governmental activities $ 6,513,659 See notes to basic financial statements. 26 Page 93 of 650 City of Waterloo, Iowa Statement of Net Position Enterprise Funds June 30, 2020 Nonmajor- Sanitary Sewer Sanitation Total Assets Current assets: Cash and cash equivalents $ 12,169,506 $ 2,799,509 $ 14,969,015 Customer accounts receivable 3,438,555 1,082,844 4,521,399 Special assessments receivable 10,255 335,391 345,646 Due from other governments: Waterloo Water Works 906,902 524,030 1,430,932 Other 2,893 16,378 19,271 Inventories 52,790 - 52,790 Total current assets 16,580,901 4,758,152 21,339,053 Noncurrent assets: Advances to other funds 27,003 11,701 38,704 Restricted cash and cash equivalents 1,107,898 129,830 1,237,728 Capital assets,net of accumulated depreciation 93,640,342 1,816,364 95,456,706 Capital assets not being depreciated 8,394,242 - 8,394,242 Net capital assets 102,034,584 1,816,364 103,850,948 Total noncurrent assets 103,169,485 1,957,895 105,127,380 Total assets 119,750,386 6,716,047 126,466,433 Deferred Outflows of Resources Pension related amounts 517,157 200,548 717,705 OPEB related amounts 185,137 154,411 339,548 Total deferred outflows of resources $ 702,294 $ 354,959 $ 1,057,253 See notes to basic financial statements. 27 Page 94 of 650 Nonmajor- Sanitary Sewer Sanitation Total Liabilities,Deferred Inflows of Resources,and Net Position Liabilities: Current: Accounts payable $ 1,774,409 $ 240,313 $ 2,014,722 Retainages payable 232,158 - 232,158 Accrued liabilities 164,750 65,944 230,694 Current maturities of general obligation and capital loans 2,217,000 - 2,217,000 Compensated absences and deferred compensation 149,734 75,249 224,983 Accrued interest 34,837 - 34,837 Total current liabilities 4,572,888 381,506 4,954,394 Noncurrent: Security deposits 287,200 129,830 417,030 General obligation bonds,net bond discount and premium 12,519,676 - 12,519,676 State revolving fund capital loan 1,835,495 - 1,835,495 Total other postemployment benefits liability 1,611,050 1,343,682 2,954,732 Compensated absences and deferred compensation 46,596 25,380 71,976 Net pension liability 2,021,249 805,415 2,826,664 Total noncurrent liabilities 18,321,266 2,304,307 20,625,573 Total liabilities 22,894,154 2,685,813 25,579,967 Deferred Inflows of Resources Pension related amounts 327,087 134,204 461,291 OPEB related amounts 18,614 15,525 34,139 Total deferred inflows of resources 345,701 149,729 495,430 Net Position Net investment in capital assets 86,040,822 1,816,364 87,857,186 Restricted for debt service 19,491 - 19,491 Unrestricted 11,152,512 2,419,100 13,571,612 Total net position $ 97,212,825 $ 4,235,464 $ 101,448,289 28 Page 95 of 650 City of Waterloo, Iowa Statement of Revenues, Expenses and Changes in Net Position Enterprise Funds Year Ended June 30, 2020 Nonmajor- Sanitary Sewer Sanitation Total Operating revenues: Charges for sales and service $ 15,832,611 $ 5,044,220 $ 20,876,831 Miscellaneous 825,200 16 825,216 Total operating revenues 16,657,811 5,044,236 21,702,047 Operating expenses: Salaries and benefits 3,994,032 1,856,950 5,850,982 Contractual services 2,668,378 1,853,512 4,521,890 Intra-city reimbursements 692,000 376,500 1,068,500 Commodities 1,146,280 553,508 1,699,788 Depreciation 3,298,497 322,975 3,621,472 Total operating expenses 11,799,187 4,963,445 16,762,632 Operating income(loss) 4,858,624 80,791 4,939,415 Nonoperating revenues(expenses): Interest income 171,296 34,208 205,504 Intergovernmental 2,005 273,857 275,862 Interest expense (516,570) - (516,570) Amortization 28,560 - 28,560 Gain on sale of capital assets 6,150 33,550 39,700 Total nonoperating revenues(expenses) (308,559) 341,615 33,056 Income prior to capital contributions 4,550,065 422,406 4,972,471 Capital contributions 356,837 - 356,837 Change in net position 4,906,902 422,406 5,329,308 Net position, beginning of year 92,305,923 3,813,058 96,118,981 Net position,end of year $ 97,212,825 $ 4,235,464 $ 101,448,289 See notes to basic financial statements. 29 Page 96 of 650 City of Waterloo, Iowa Statement of Cash Flows Enterprise Funds Year Ended June 30, 2020 Nonmajor- Sanitary Sewer Sanitation Total Cash flows from operating activities: Receipts from customers and users $ 16,294,068 $ 4,300,208 $ 20,594,276 Payments to suppliers (5,788,863) (2,459,837) (8,248,700) Payments to or on behalf of employees (3,951,851) (1,756,572) (5,708,423) Payment for interfund services used (692,000) (376,500) (1,068,500) Net cash provided by(used in) operating activities 5,861,354 (292,701) 5,568,653 Cash flows from noncapital financing activities, intergovernmental proceeds 8,108 287,531 295,639 Cash flows from capital and related financing activities: Purchase and construction of capital assets (6,600,419) (489,818) (7,090,237) Proceeds from disposal of capital assets 7,328 33,550 40,878 Proceeds from bonds and notes 4,135,492 - 4,135,492 Principal paid on debt (6,197,000) (6,197,000) Interest paid on debt (526,978) (526,978) Net cash used in capital and related financing activities (9,181,577) (456,268) (9,637,845) Cash flows from investing activities, interest received 171,296 34,208 205,504 Decrease in cash and cash equivalents (3,140,819) (427,230) (3,568,049) Cash and cash equivalents,beginning of year 16,418,223 3,356,569 19,774,792 Cash and cash equivalents,end of year $ 13,277,404 $ 2,929,339 $ 16,206,743 Reconciliation of cash and cash equivalents to statement of net position: Unrestricted cash and cash equivalents $ 12,169,506 $ 2,799,509 $ 14,969,015 Restricted cash and cash equivalents 1,107,898 129,830 1,237,728 $ 13,277,404 $ 2,929,339 $ 16,206,743 (Continued) 30 Page 97 of 650 City of Waterloo, Iowa Statement of Cash Flows (Continued) Enterprise Funds Year Ended June 30, 2020 Nonmajor- Sanitary Sewer Sanitation Total Reconciliation of operating income(loss)to net cash provided by operating activities: Operating income(loss) $ 4,858,624 $ 80,791 $ 4,939,415 Adjustments to reconcile operating income(loss)to net cash provided by operating activities: Depreciation 3,298,497 322,975 3,621,472 (Increase)in accounts receivable (286,601) (563,085) (849,686) (Increase)decrease in due from Waterloo Water Works (77,142) (180,943) (258,085) (Increase)in inventories and prepaids 129 129 Increase(decrease)in accounts payable (1,974,334) (52,817) (2,027,151) Increase in accrued liabilities 37,916 9,142 47,058 Increase in other post employment benefits liability 32,206 232,869 265,075 Increase in compensated absences and deferred compensation (4,943) 11,385 6,442 Increase in net pension liability (141,790) (152,624) (294,414) (Increase)in deferred outflows of resources (65,324) (72,539) (137,863) (Decrease)in deferred inflows of resources 184,116 72,145 256,261 Net cash provided by(used in)operating activities $ 5,861,354 $ (292,701) $ 5,568,653 Schedule of noncash capital and related financing activities: Payables for acquisition of capital assets $ 1,839,193 $ 45,261 $ 1,884,454 Capital assets contributed 356,837 - 356,837 See notes to basic financial statements. 31 Page 98 of 650 City of Waterloo, Iowa Index to the Notes to Basic Financial Statements Note Number Title Page Number 1 Nature of Operations, Reporting Entity, Basis of Presentation, 33-42 Measurement Focus and Basis of Accounting and Summary of Significant Accounting Policies 2 Cash and Investments 43 3 Leasing Activities 44 4 Loans and Notes 45 5 Interfund Activity 45-46 6 Capital Assets 47-50 7 Compensated Absences 50-51 8 Long-Term Liabilities 51-55 9 Operating Leases 56 10 Retirement Systems 56-71 11 Deficit Fund Balances 71 12 Commitments 72 13 Other Postemployment Benefits 72-75 14 Employee Health Care Plan 75-76 15 Worker's Compensation Plan 76 16 Joint Ventures and Jointly Governed Organizations 76 17 Industrial Development Revenue Bonds 77 18 Risk Management 77 19 Tax Abatements 77 20 Fund Balances 78 21 New GASB Statements and Pending Pronouncements 79-81 22 Contingencies 81 32 Page 99 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 1. Nature of Operations, Reporting Entity, Basis of Presentation, Measurement Focus and Basis of Accounting and Summary of Significant Accounting Policies Nature of operations: The City of Waterloo, Iowa (City) is a political subdivision of the state of Iowa located in Black Hawk County. It was incorporated in 1868 and operates under the Home Rule provisions of the Constitution of Iowa. The City operates under the Mayor-Council form of government with the full-time Mayor and seven part-time City Council members elected on a nonpartisan basis. The Mayor is elected for a two- year term. City Council members from five wards plus two at-large are elected for staggered four-year terms. The City provides numerous services to citizens including public safety, public works, health and social services, culture and recreation, community and economic development and general government services. The City also provides sanitary sewer and sanitation (garbage pickup) utilities for its citizens. Through its component unit, Waterloo Water Works, water utility services are also provided. Reporting entity: In accordance with Governmental Accounting and Financial Reporting Standards, the basic financial statements include all funds, organizations, agencies, boards, commissions, authorities and material component units and have been prepared in conformity with accounting principles generally accepted in the United States of America, as applied to governmental units. The Governmental Accounting Standards Board (GASB) is the accepted standard setting body for establishing governmental accounting and financial reporting principles. The City has considered all potential component units for which it is financially accountable, and other organizations for which the nature and significance of their relationship with the City are such that exclusion would cause the City's financial statements to be misleading or incomplete. The GASB has set forth criteria to be considered in determining financial accountability. These criteria include appointing a voting majority of an organization's governing body, and (1)the ability of the City to impose its will on that organization or(2)the potential for the organization to provide specific benefits to, or impose specific financial burdens on, the City. These financial statements present the City of Waterloo (the primary government)and its discretely presented component units, the Waterloo Water Works and Waterloo Convention &Visitors Bureau, Inc. Complete financial statements of the Waterloo Water Works component unit can be obtained from the Waterloo Water Works administrative office, 325 Sycamore Street, Waterloo, Iowa. Complete financial statements of the Waterloo Convention &Visitors Bureau, Inc. can be obtained from their office at 500 Jefferson Street, Waterloo, Iowa. Blended component unit: The Waterloo Housing Authority(Authority) is governed by a board that includes all seven members of the City Council plus two members appointed by the Mayor, subject to approval of a majority of the City Council, for a total of nine members. Although the Authority is considered legally separate from the City, it has a financial benefit/burden relationship with the City. Due to the nature of its relationship with the City, the Authority is considered part of the primary government. The Authority is reported as a special revenue fund. 33 Page 100 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 1. Nature of Operations, Reporting Entity, Basis of Presentation, Measurement Focus and Basis of Accounting and Summary of Significant Accounting Policies (Continued) Discretely presented component units: Waterloo Water Works: The Waterloo Water Works is a component unit that is legally separate from the City, but is financially accountable to the City. The Waterloo Water Works is governed by a three-member board appointed by the City Council and its operating budget is subject to the review of the City Council. The Waterloo Water Works operates on a calendar year-end and prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Due to the different year-end, the amount reported by the Waterloo Water Works as due to the primary government and the primary government's due from the Waterloo Water Works do not agree by$209,914. Waterloo Convention & Visitors Bureau, Inc.: The Waterloo Convention &Visitors Bureau, Inc. (the Organization) is a nonprofit corporation and a component unit of the City whose purpose is to strengthen the local economy by competitively marketing the area as a destination for conventions, tour groups, sporting events and individual travelers. The Organization's operations are funded primarily by an allocation of the local hotel/motel tax from the City's local transient guest tax. By ordinance, the City allocates 50% of the tax to the Organization. The Organization is governed by a 15-member Board of Directors. Five members are appointed by the City, and the other ten are elected by other members of the Organization's Board. Although the City does not appoint the voting majority of the Organization's Board of Directors, the Organization has been determined to be fiscally dependent on the City. Basis of presentation: Government-wide financial statements:The statement of net position and the statement of activities report information on all of the activities of the City. For the most part, the effect of interfund activity has been removed from these statements. However, interfund services provided and used are not eliminated in the process of consolidation. Governmental activities, which normally are supported by tax and intergovernmental revenue, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. Likewise, the primary government is reported separately from the legally separate Waterloo Water Works and Waterloo Convention &Visitors Bureau, Inc. component units. The statement of net position presents the City's assets and deferred outflows of resources and liabilities and deferred inflows of resources, with the difference reported as net position. The statement of activities demonstrates the degree to which the direct and indirect expenses of a given program or function are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific program or function. Program/function revenue includes: (1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given program/function and (2)grants, contributions and other resources that are restricted to meeting the operational or capital requirements of a particular program/function. Taxes and other items not properly included among program revenue are reported instead as general revenue. 34 Page 101 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 1. Nature of Operations, Reporting Entity, Basis of Presentation, Measurement Focus and Basis of Accounting and Summary of Significant Accounting Policies (Continued) Fund financial statements:Separate financial statements are provided for governmental and proprietary funds. The focus of fund financial statements is on major funds. Major individual governmental funds and the major enterprise fund are reported as separate columns in the fund financial statements. All remaining governmental funds are aggregated and reported as other nonmajor governmental funds. The other enterprise fund is reported in a separate column on the enterprise funds financial statements as a nonmajor fund. Description of funds:The accounts of the City are organized on the basis of funds, each of which is considered a separate accounting entity. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, deferred outflows of resources, liabilities, deferred inflows of resources, fund balance/net position, revenue and expenditures or expenses, and other financing sources and uses, as appropriate. Government resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which spending activities are controlled. The various funds are grouped, in the financial statements in this report, into categories as follows: Governmental Fund Types: Governmental fund types are those funds through which most governmental functions typically are financed. Governmental fund reporting focuses on the sources, uses and balances of current financial resources. Expendable assets are assigned to the various governmental funds according to the purposes for which they may or must be used; current liabilities are assigned to the fund from which they are paid; and the difference between governmental fund assets plus deferred outflows of resources and liabilities plus deferred inflows of resources, the fund equity, is referred to as "fund balance." The measurement focus is upon determination of changes in financial position, rather than upon net income determination. The following are the City's governmental fund types: General fund is used to account for and report all financial resources not accounted for and reported in another fund. Special revenue funds are used to account for and report the proceeds of specific revenue sources that are restricted or committed to expenditure for specified purposes other than debt service or capital projects. Debt service funds are used to account for and report financial resources that are restricted, committed, or assigned to expenditure for principal and interest on long-term debt. Capital projects funds are used to account for and report financial resources that are restricted, committed, or assigned to expenditure for capital outlays, including the acquisition or construction of capital facilities and other capital assets. The City had the following major governmental funds: General Fund is used to account for and report all financial resources not accounted for and reported in another fund. Trust and Agency(Employee Benefits) Special Revenue Fund is required by the Code of Iowa to account for property taxes levied for employee benefits. This fund either pays benefits as expenditures (primarily police and fire pension costs) or transfers cash to the General Fund to reimburse allowable benefits paid from that fund. 35 Page 102 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 1. Nature of Operations, Reporting Entity, Basis of Presentation, Measurement Focus and Basis of Accounting and Summary of Significant Accounting Policies (Continued) Tax Increment Financing Fund is a special revenue fund used to account for the accumulation of resources from tax increment financing projects, payment of contracted rebates and other obligations related to the projects and transfers to the GO Debt Service Fund and/or other funds to reimburse the other funds for expenditures on the projects. General Obligation Debt Service Fund is required by the Code of Iowa to account for the accumulation of resources for, and payment of, debt service on general obligation long-term debt. Road Use Tax Fund is a special revenue fund required by the Code of Iowa to account for the City's share of fuel taxes collected and allocated by the State which is restricted for local street maintenance. Proprietary Fund Type: Proprietary fund types are used to account for a government's ongoing organizations and activities which are similar to those often found in the private sector. The measurement focus is upon income determination, financial position and cash flows. Enterprise funds are used to account for operations (a) that are financed and operated in a manner similar to that of a private business enterprise where the intent of the governing body is that the costs (expenses, including depreciation) of providing goods or services to the general public on a continuing basis be financed or recovered primarily through user charges or(b)where the governing body has decided that periodic determination of revenue earned, expenses incurred and/or net income is appropriate for capital maintenance, public policy, management control, accountability or other purposes. The City had the following major enterprise fund: Sanitary Sewer Fund: Operates the sewage collection system and wastewater treatment plant. Fiduciary Fund Type: To account for assets held by a governmental unit in a trustee capacity or as an agent for individuals, private organizations, other governmental units and/or other funds. Agency Fund: This is an Agency Fund used to account for property taxes collected on behalf of the Metropolitan Transit Agency, Water Works kill water assessments, Grout Museum District and building permits passed through to Black Hawk County. Measurement focus and basis of accounting: The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund financial statements. Agency funds follow accrual basis of accounting but do not have a measurement focus as they report only assets and liabilities. Revenue is recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenue in the year for which they are levied and budgeted for. Grants and similar items are recognized as revenue at the same time the related asset is recorded. For reimbursable grants, the asset is recorded as soon as all eligibility requirements imposed by the provider have been met. 36 Page 103 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 1. Nature of Operations, Reporting Entity, Basis of Presentation, Measurement Focus and Basis of Accounting and Summary of Significant Accounting Policies (Continued) Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenue is recognized as soon as it is both measurable and available. Revenue is considered to be available when it is collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the City considers revenue to be available if it is collected within 60 days of the end of the fiscal year. Property taxes when levied for, other taxes, charges for services, intergovernmental revenue (shared revenue, grants and reimbursements from other governments)and interest are considered to be measurable and are recognized as revenue, if available. All other revenue items are considered to be measurable and available only when cash is received by the City. Expenditures are generally recorded when a liability is incurred, as under accrual accounting. However, principal and interest on long-term debt, claims and judgments, pension benefits and compensated absences are recorded as expenditures only when payment is due and the liability has matured. Capital asset acquisitions are reported as expenditures in governmental funds. Proceeds of general long-term debt, premiums and discounts on the issuance of long-term debt and acquisitions under capital leases are reported as other financing sources. Under terms of grant agreements, the City funds certain programs by a combination of specific cost- reimbursement grants and general revenue. It is the City's policy to first apply cost-reimbursement grant resources to such programs and then by general revenue. Proprietary funds distinguish operating revenue and expenses from nonoperating items. Operating revenue and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund's principal ongoing operations. The principal operating revenue of the City's enterprise funds are charges to customers for services. Operating expenses include the costs of services and administrative expenses. All revenue and expenses not meeting this definition are reported as nonoperating revenue and expenses. Budgets and budgetary accounting: The budgetary comparison and related disclosures are reported as required supplementary information. Summary of significant accounting policies: The significant accounting policies followed by the City include the following: Cash and cash equivalents:The cash balances of most City funds are pooled and deposited into interest-bearing demand deposit accounts, certificates of deposit and Iowa Public Agency Investment Trust(IPAIT). Interest earned on investments is allocated among funds in the ratio of cash provided by the fund unless otherwise provided by law. Interest earned by the Road Use Tax Fund is allocated to the General Fund. Investments consist of nonnegotiable certificates of deposit and deposits in IPAIT money market accounts which are stated at amortized cost plus accrued interest. For purposes of the statement of cash flows, all short-term cash investments that are highly liquid (including restricted assets)are considered to be cash equivalents. Cash equivalents are readily convertible to known amounts of cash and, at the day of purchase, have a maturity date no longer than three months. 37 Page 104 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 1. Nature of Operations, Reporting Entity, Basis of Presentation, Measurement Focus and Basis of Accounting and Summary of Significant Accounting Policies (Continued) Receivables and payables: Receivables are reported net of any allowance for uncollectible accounts. As of June 30, 2020, the General Fund and the enterprise funds had allowances for uncollectible customer accounts totaling $500,939 and $328,000, respectively. Property taxes receivable are recognized on the levy or lien date, which is the date that the tax asking is certified by the City to the County Board of Supervisors. Current year delinquent property taxes receivable represent unpaid taxes from the current year. The succeeding year property taxes receivable represent taxes certified by the City to be collected in the next fiscal year for the purposes set out in the budget for the next fiscal year. By statute, the City is required to certify its budget to the County Auditor by March 15 of each year for the subsequent fiscal year. However, by statute, the tax asking and budget certification for the following fiscal year becomes effective on the first day of that year. Although the succeeding year property taxes receivable have been recorded, the related revenue is reported as a deferred inflow of resources (unavailable revenue) and will not be recognized as revenue until the year for which it is levied and budgeted for. Property tax revenue which became due and collectible in September and March of the fiscal year with a 1'/2% per month penalty for delinquent payments; was based on January 1, 2018 assessed property valuations; was for the tax accrual period July 1, 2019 through June 30, 2020; and reflected the tax asking contained in the budget certified to the County Board of Supervisors in March 2019. Special assessments are levied against certain property owners and become liens against the property benefited by the improvement. Special assessments receivable consist of current assessments which are due within one year, delinquent assessments remaining unpaid after the due date, uncollected assessments which have been levied, but are not due within one year. Customer accounts receivable consist of amounts owed from private individuals or organizations for goods and services. Loans and notes consist of amounts advanced to private individuals or organizations. Collections of principal and interest from loans and notes made from federal funds are program income of the federal program when received in cash. Due from other governments consists of grants, shared revenue and amounts collected by other governments on behalf of the City. Inventories and prepaids: Inventories are valued at cost using the first-in/first-out (FIFO) method. The cost of governmental fund-type inventories are recorded as expenditures when purchased. Inventories and prepaids recorded in the governmental fund types do not reflect current available resources; therefore, an equivalent portion of fund balance is nonspendable. Prepaids consist primarily of a deposit for insurance deductibles and premiums paid in advance, which are recorded as an expenditure or an expense when consumed. 38 Page 105 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 1. Nature of Operations, Reporting Entity, Basis of Presentation, Measurement Focus and Basis of Accounting and Summary of Significant Accounting Policies (Continued) Restricted assets:Certain assets of the governmental funds and enterprise funds are classified as restricted assets because their use is completely restricted by donors, bond indentures, contracts or grant agreements. Bond discounts,premiums and issuance costs: In the government-wide financial statements and proprietary fund types in the fund financial statements, bond premiums and discounts are deferred and amortized over the life of the bonds using the effective interest method. Bond issuance costs are reported as an expense in the year the costs are incurred. In the fund financial statements, governmental fund types recognize bond premiums and discounts during the current period. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Bond issuance costs are reported as an expenditure in the year the costs are incurred. Capital assets:Capital assets are reported in the applicable governmental or business-type activities columns in the government-wide statement of net position and in the fund financial statements for proprietary funds. Capital assets are recorded at historical cost. Donated capital assets are recorded at estimated acquisition value at the date of donation. The cost of normal maintenance and repairs that do not add to the value of the asset or materially extend asset useful lives are not capitalized. Capital assets, other than infrastructure, are defined by the City as assets with an initial, individual cost in excess of$5,000 and estimated useful lives in excess of one year. Infrastructure is defined by the City as assets available for public use, other than buildings, and having a cost of$50,000 or more. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Estimated useful lives are as follows: Years Governmental activities: Buildings and improvements 10-40 Infrastructure 15-100 Furniture and equipment 3-20 Vehicles,machinery and equipment 3-25 Software 5 Assets under capital lease 10-15 Business-type activities: Buildings 15-50 Improvements other than buildings 50 Furniture and equipment 5-20 Vehicles,machinery and equipment 5-10 Software 5 Discretely presented component units: Buildings and improvements 8-40 Water supply and distribution systems 10-99 Meters and equipment 5-63 Machinery and equipment 5-26 Leasehold improvements 5-39 39 Page 106 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 1. Nature of Operations, Reporting Entity, Basis of Presentation, Measurement Focus and Basis of Accounting and Summary of Significant Accounting Policies (Continued) The City's collection of works of art, library books and other similar assets are not capitalized. These collections are unencumbered, held for public exhibition and education, protected, cared for and preserved and subject to City policy that requires proceeds from the sale of these items to be used to acquire other collection items. Deferred outflows of resources: In addition to assets, the statement of net position will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure) until then. The City has two items that qualify for reporting in this category. The second item is pension and OPEB related deferred outflows of resources, which consists of unrecognized items not yet charged to pension and OPEB expense and pension contributions from the City after the measurement date but before the end of the City's reporting period. Deferred inflows of resources: In addition to liabilities, the statement of net position and balance sheet will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. The governmental funds report unavailable revenues from four sources: property taxes, local option sales taxes, special assessments and intergovernmental revenue. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. In the City's government-wide statements, the property tax revenues are reported as a deferred inflow of resources and will become an inflow in the year for which they are levied and budgeted for. The City's government-wide and enterprise fund statements also include unrecognized pension and OPEB related amounts as deferred inflows. Pensions:The net pension liability, deferred inflows and outflows of resources related to pensions, pension expense, information about the fiduciary net position of the Iowa Public Employees' Retirement System (IPERS)and the Municipal Fire and Police Retirement System of Iowa (MFPRSI) and additions to/deductions from IPERS' and MFPRSI's fiduciary net position have been determined on the same basis as they are reported by IPERS and MFPRSI. For this purpose, benefit payments (including refunds of employee contributions)are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. Total OPEB liability: For purposes of measuring the total other postemployment benefit (OPEB) liability, deferred inflows of resources related to OPEB and OPEB expense, information has been based on an actuary report. For that purpose, benefit payments are recognized when due and payable in accordance with the benefit terms. The total of OPEB liability attributable to governmental activities will be paid primarily by the General Fund. Interfund transactions:Transactions among City funds that would be treated as revenues and expenditures or expenses if they involved organizations external to City government are accounted for as revenues and expenditures or expenses in the funds involved. 40 Page 107 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 1. Nature of Operations, Reporting Entity, Basis of Presentation, Measurement Focus and Basis of Accounting and Summary of Significant Accounting Policies (Continued) Transactions which constitute reimbursements to a fund for expenditures initially made from it which are properly applicable to another fund are recorded as expenditures in the reimbursing fund and as reductions of expenditures in the reimbursed fund. Transactions, which constitute the transfer of resources from a fund receiving revenues to a fund through which the revenues are to be expended, are separately reported in the respective fund's operating statements. Activity between funds that are representative of lending/borrowing arrangements at the end of the fiscal year are referred to as "due to/from other funds" in the fund financial statements. Any residual balances outstanding between the governmental activities and business-type activities are reported in the government-wide financial statements as "internal balances." Noncurrent portions of long-term interfund loan receivables and payables are reported as advances within the governmental and enterprise funds. Compensated absences: City ordinances and labor contracts with the City call for the accumulation of vacation, compensatory time and sick leave for subsequent use or for payment upon termination or retirement. During 2001, the City began offering an early sick leave payout option for certain employees. Qualifying employees can elect to receive 60% of the time in their frozen sick leave bank over a five-year period prior to their retirement or termination of employment. Vacation and compensatory time are accrued when incurred in the government-wide and the proprietary funds statements and reported as a liability. Matured compensated absences, for example, as a result of employee retirements and resignations, are considered due and expected to be liquidated with expendable available financial resources and are reported as an expenditure and a fund liability of the respective governmental fund. Governmental fund liabilities for unmatured compensated absences are not reported in the fund financial statements. Long-term liabilities: In the government-wide financial statements and the proprietary fund financial statements, long-term debt and other long-term obligations are reported as liabilities. In the governmental fund financial statements, the face amount of long-term debt issued is reported as an other financing source. Fund balance: In the governmental fund financial statements, fund balances are classified as follows: Nonspendable: Amounts which cannot be spent either because they are in a nonspendable form or because they are legally or contractually required to be maintained intact. Restricted: Amounts restricted to specific purposes when constraints placed on the use of the resources are either externally imposed by creditors, grantors or state or federal laws or imposed by law through constitutional provisions or enabling legislation. Committed: Amounts which can be used only for specific purposes pursuant to constraints formally imposed by the City Council through resolution approved prior to year-end. Those committed amounts cannot be used for any other purpose unless the City Council removes or changes the specified use by taking the same action it employed to commit those amounts. 41 Page 108 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 1. Nature of Operations, Reporting Entity, Basis of Presentation, Measurement Focus and Basis of Accounting and Summary of Significant Accounting Policies (Continued) Assigned: Amounts constrained by the City's intent to use them for a specific purpose. The authority to assign fund balance has been delegated by the City Council to the Chief Financial Officer in accordance with the City's Fund Balance and Reserve Policy. Unassigned: All amounts not included in other spendable classifications. The General Fund is the only fund that would report a positive amount in unassigned fund balance. Residual deficit amounts of other governmental funds would also be reported as unassigned. When an expenditure is incurred in governmental funds which can be paid using either restricted or unrestricted resources, the City's policy is to pay the expenditure from restricted fund balance and then from less-restrictive classifications—committed, assigned and then unassigned fund balances. Net position: Net position represents the difference between assets plus deferred outflows of resources and liabilities plus deferred inflows of resources. Amounts reported as net investment in capital assets consist of capital assets, net of accumulated depreciation, reduced by the outstanding balances of any borrowings used for the acquisition, construction or improvement of those assets. Net investment in capital assets excludes unspent debt proceeds. Unspent debt proceeds for the various capital project GO Bonds Funds are$27,415,243 and the Sanitary Sewer enterprise fund is $578,409. Net position is reported as restricted when there are limitations imposed on their use either through the enabling legislation adopted by the City or through external restrictions imposed by creditors, grantors or laws or regulations of other governments. The government-wide statement of net position reports $44,923,907 of restricted net position for governmental activities of which $4,870,660 is restricted by enabling legislation for debt service, library, tourism promotion and public access television. The City applies restricted resources when an expense is incurred for purposes for which both restricted and unrestricted net position are available. Indirect allocations: Operating funds, departments and activities receive services from supporting funds, departments and activities. Annually, management estimates the value of those services and records applicable indirect allocations. Activities related to federal grant programs have not been included in the indirect cost calculations, but are reported within the function the grant serves. Estimates and assumptions:The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 42 Page 109 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 2. Cash and Investments Interest rate risk: The City's policy allows the operating funds to be invested in instruments authorized by the City's investment policy that mature within 397 days and funds not identified as operating funds to be invested with maturities longer than 397 days. However, all investments of the City shall have maturities that are consistent with the liquidity needs of the City. As of June 30, 2020, the City had investments in the Iowa Public Agency Investment Trust(IPAIT)which were valued at an amortized cost of$24,891,011 pursuant to GASB Statement No. 79. IPAIT is registered with the Securities and Exchange Commission. The City's investment in IPAIT is not subject to interest rate risk. The discretely presented Waterloo Water Works component unit's certificates of deposit are restricted to comply with debt covenants and to secure customer deposits. Credit risk: In accordance with the City's investment policy, the City may invest in interest bearing savings accounts, interest bearing money market accounts, and interest bearing checking accounts at any bank, savings and loan associations or credit union in the state of Iowa, obligations of the United States government, its agencies and instrumentalities, certificates of deposit and other evidences of deposit at federally insured Iowa depository institutions, IPAIT, prime bankers' acceptances that mature within 270 days of purchase and are eligible for purchase by a Federal Reserve Bank, commercial paper or other short-term corporate debt that matures within 270 days of purchase and is rated within the two highest classifications, as established by at least one of the standard rating services, repurchase agreements, open-end management investment company organized in trust form, registered with Securities & Exchanges Commission. The policy does not allow the City to invest in reverse repurchase agreements and futures and options contracts. The investment in the Iowa Public Agency Investment Trust is rated AAAm by Standard & Poors. Concentration of credit risk: The City's investment policy is to diversify its investment portfolio to eliminate the risk of loss resulting from overconcentration of assets in a specific maturity, a specific issuer or a specific class of securities. Accordingly, the policy limits the City from investing in prime bankers' acceptances or commercial paper of more than 10% of the investment portfolio and more than 5% of the investment portfolio with a single issuer at the time of purchase. In addition, no more than 5% of all amounts invested in commercial paper and other short-term corporate debt shall be invested in paper and debt rated in the second highest classification at the time of purchase. As of June 30, 2020, the City's investments were not subject to concentration of credit risk. Custodial credit risk: For deposits, this is the risk that in the event of bank failure, the City's deposits may not be returned to it. For an investment, custodial credit risk is the risk that, in the event of the failure of the counterparty, the City will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. The City and Waterloo Water Works' deposits as of June 30, 2020 were entirely covered by federal depository insurance, National Credit Union insurance or by the State Sinking Fund in accordance with Chapter 12C of the Code of Iowa. This chapter provides for additional assessments against the depositories to ensure that there will be no loss of public funds. In addition, the City had no investments subject to custodial credit risk since the City does not hold the underlying investments. 43 Page 110 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 3. Leasing Activities Airport: The Waterloo Municipal Airport has entered into various operating leases with airlines, fixed base operators, auto lease companies, the airport hangar tenants, as well as farm airport land. These agreements range from month-to-month leases to longer-term leases with various specified terms. Some of these lease agreements contain cancellable conditions which eliminate any future guaranteed rentals or are contingent upon income produced by the lessee. The following is a schedule by years of the future minimum lease rentals to be received under these leases as of June 30: During the years ending June 30: 2021 $ 475,539 2022 328,579 2023 54,969 2024 54,969 2025 8,756 2026-2030 4,375 Total future minimum lease rentals to be received $ 927,187 Board of Regents, State of Iowa: The City has entered into a lease agreement with the Board of Regents, State of Iowa, for the former Chicago Great Western Depot building. The term of the lease is from August 21, 2001 through August 20, 2021 at a rate of$6,035 per month. The following is a schedule by years of the future minimum lease rentals to be received under the lease as of June 30: During the years ending June 30: 2021 $ 72,421 2022 12,070 Total future minimum lease rentals to be received $ 84,491 Waterloo Hotel Equities, LLC d/b/a Ramada Waterloo Civic and Convention Center: The lease with Waterloo Hotel Equities, LLC d/b/a Ramada Waterloo Civic and Convention Center expired December 31, 2019. The City contracted with Global Spectrum, L.P. d/b/a Spectra Venue Management, effective January 15, 2020 for management of the Convention Center operations. The initial term of the agreement expires June 30, 2025 and includes an optional extension period of five additional years and may be terminated with 90 days advance written notice if net operating income benchmarks (set annually) are not met in each of two consecutive operating years or by either party with thirty days written notice for failure to comply with the agreement. The agreement requires the city to pay Global Spectrum, L.P. a fixed management fee of$10,000 per month through June 30, 2025. In addition to the fixed fees, Global Spectrum, L.P. is eligible for qualitative and quantitative incentive fees based on performance. Global Spectrum, L.P. agreed to contribute$350,000 to be used for transition expenses, improvements or equipment at the Facility designed to increase Revenue. If the agreement is terminated prior to January 15, 2030, a portion of the contribution must be repaid to Global Spectrum, L.P. 44 Page 111 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 4. Loans and Notes Community Development Block Grant(CDBG) Loans: Low-income housing loans: The City has provided seven loans for low-income housing projects, five of which have a below-market interest rate. All have minimal payments required each year until maturity. Maturities range from September 2019 to August 2031. The balance of the five loans at June 30, 2020 was $1,334,196. Maturities range from September 2019 to August 2031. Cash received is program income and considered to be charges for services. Given the nature and collection history of the loans, the City has determined these amounts are uncollectible and has recorded an allowance for the full amount of the loans. Forgivable loans: The City, through its CDBG, HOME program, Economic Development Initiative program, Lead Paint Removal grant, federal and state Jumpstart funds and Iowans Helping Iowans funds, provides forgivable rehabilitation loans to low-income households. The loans are forgiven on a sliding scale over a five-year period, provided the home is not sold or abandoned. If the home is sold or abandoned, the City's lien against the property prevents a clear title transfer unless the unforgiven portion of the note is satisfied. As of June 30, 2020, the City had made 1,747 such loans totaling $34,888,354. The loan balances are considered forgivable and/or uncollectible by the City given the nature and terms of the loans and therefore, have not been recorded as assets on the balance sheet. Note 5. Interfund Activity The composition of interfund receivables and payables balances as of June 30, 2020 was as follows: Due From Due To Major governmental funds: General $ 4,781,167 $ - Taxincrementfinancing - 1,585,870 Nonmajor governmental funds - 3,195,297 $ 4,781,167 $ 4,781,167 Advances to and from other funds as of June 30, 2020, were as follows: Advances To Advances From Major governmental funds: General $ - $ 168,316 Road Use Tax 108,189 - Nonmajor governmental funds 21,423 - Major Enterprise Fund, sanitary sewer 27,003 - Nonmajor Enterprise Fund, sanitation 11,701 - $ 168,316 $ 168,316 45 Page 112 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 5. Interfund Activity(Continued) Interfund balances result from the time lag between the dates that (1) interfund goods and services are provided or reimbursable expenditures occur, (2)transactions are recorded in the accounting system and (3) payments between funds are made. The interfund receivables and payables are scheduled to be collected in the subsequent year whereas the interfund advances are not. Due to/from primary government and component units: Due to governmental funds: Road use tax $ 22,519 Aggregate nonmajor 55,328 Due from Water Works 77,847 Due to enterprise funds: Sanitary sewer 906,902 Sanitation 524,030 Due from Waterloo Water Works 1,430,932 Total due from Water Works 1,508,779 Waterloo Water Works—due to primary government 1,298,865 Difference $ 209,914 The difference in the above amounts of$209,914 results from the different year ends of the entities as described in Note 1. Due to Waterloo Convention &Visitors Bureau, Inc. from General Fund $ 111,203 The following is a schedule of transfers as included in the basic financial statements of the City: Transfers In Transfers Out Major governmental funds: General $ 7,462,766 $ 185,750 Trust and agency - 7,171,187 Tax increment financing 185,754 7,324,826 General obligation debt service 2,982,999 - Nonmajor governmental funds 4,266,272 216,028 $ 14,897,791 $ 14,897,791 Transfers are used to move revenues from the fund that statute or budget requires to collect them to the fund that statute or budget requires to expend them. 46 Page 113 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 6. Capital Assets Capital asset activity for the year ended June 30, 2020 was as follows: Beginning Ending Balance Balance June 30,2019 Additions Deletions Transfers June 30,2020 Governmental Activities Capital assets,not being depreciated: Land $ 44,849,615 $ 1,240,793 $ 8,916 $ $ 46,081,492 Land held for redevelopment 14,491,090 2,214,620 65,294 16,640,416 Construction-in-progress 23,465,580 25,360,246 - (32,821,062) 16,004,764 Total capital assets,not being depreciated 82,806,285 28,815,659 74,210 (32,821,062) 78,726,672 Capital assets,being depreciated: Buildings and improvements 132,604,110 314,162 74,947 4,565,805 137,409,130 Infrastructure 390,604,114 1,466,925 - 28,116,501 420,187,540 Vehicles,machinery,furniture and equipment 32,614,073 2,441,462 1,283,974 138,756 33,910,317 Software 817,293 - - - 817,293 Total capital assets,being depreciated 556,639,590 4,222,549 1,358,921 32,821,062 592,324,280 Less accumulated depreciation for: Buildings and improvements 70,691,346 3,653,761 44,967 - 74,300,140 Infrastructure 165,411,836 9,465,575 - 174,877,411 Vehicles,machinery,furniture and equipment 23,663,013 1,968,257 1,251,986 24,379,284 Software 727,281 39,405 - 766,686 Total accumulated depreciation 260,493,476 15,126,998 1,296,953 274,323,521 Total capital assets,being depreciated,net 296,146,114 (10,904,449) 61,968 32,821,062 318,000,759 Governmental activities capital assets,net $ 378,952,399 $ 17,911,210 $ 136,178 $ $ 396,727,431 47 Page 114 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 6. Capital Assets (Continued) Beginning Ending Balance Balance June 30,2019 Additions Deletions Transfers June 30,2020 Business-Type Activities Capital assets,not being depreciated: Land $ 657,900 $ - $ - $ - $ 657,900 Construction-in-progress 5,813,299 8,001,661 1,178 (6,077,440) 7,736,342 Total capital assets,not being depreciated 6,471,199 8,001,661 1,178 (6,077,440) 8,394,242 Capital assets,being depreciated: Buildings 71,692,852 6,485 - - 71,699,337 Improvements other than buildings 63,248,436 208,547 - 5,230,209 68,687,192 Vehicles,machinery,furniture and equipment 12,650,363 854,432 526,610 847,231 13,825,416 Total capital assets, being depreciated 147,591,651 1,069,464 526,610 6,077,440 154,211,945 Less accumulated depreciation for: Buildings 27,636,255 1,434,577 - - 29,070,832 Improvements other than buildings 19,512,953 1,264,969 - 20,777,922 Vehicles,machinery,furniture and equipment 8,511,169 921,926 526,610 8,906,485 Total accumulated depreciation 55,660,377 3,621,472 526,610 58,755,239 Total capital assets,being depreciated,net 91,931,274 (2,552,008) - 6,077,440 95,456,706 Business-type activities capital assets,net $ 98,402,473 $ 5,449,653 $ 1,178 $ - $ 103,850,948 48 Page 115 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 6. Capital Assets (Continued) Beginning Ending Balance Balance December 31, December 31, Discretely Presented Component Unit- 2019 Additions Deletions 2020 Waterloo Water Works Capital Assets Capital assets,not being depreciated: Land $ 472,362 $ - $ - $ 472,362 Construction-in-progress 3,920,599 2,672,317 (2,625,666) 3,967,250 Total capital assets,not being depreciated 4,392,961 2,672,317 (2,625,666) 4,439,612 Capital assets,being depreciated: Buildings and improvements 1,787,314 12,223 1,799,537 Water supply and distribution systems 32,679,790 2,619,666 35,299,456 Meters and equipment 1,173,594 5,666 1,179,260 Machinery and equipment 3,877,523 90,356 (40,426) 3,927,453 Total capital assets,being depreciated 39,518,221 2,727,911 (40,426) 42,205,706 Less accumulated depreciation for: Buildings and improvements 899,789 27,193 926,982 Water supply and distribution systems 9,507,496 609,100 10,116,596 Meters and equipment 786,818 17,458 804,276 Machinery and equipment 2,063,948 251,556 (38,719) 2,276,785 Total accumulated depreciation 13,258,051 905,307 (38,719) 14,124,639 Total capital assets,being depreciated,net 26,260,170 1,822,604 (1,707) 28,081,067 Net discretely presented component unit—Waterloo Water Works capital assets,net $ 30,653,131 $ 4,494,921 $ (2,627,373) $ 32,520,679 Beginning Ending Balance Balance Discretely Presented Component Unit- June 30,2019 Additions Deletions June 30,2020 Waterloo Convention&Visitors Bureau,Inc. Capital assets,being depreciated: Equipment $ 103,202 $ 26,902 $ $ 130,104 Leasehold improvements 125,924 - 125,924 Total capital assets,being depreciated 229,126 26,902 256,028 Less accumulated depreciation 192,122 15,684 207,806 Total capital assets,being depreciated,net $ 37,004 $ 11,218 $ $ 48,222 49 Page 116 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 6. Capital Assets (Continued) Depreciation expense was charged by the City as follows for the year ended June 30, 2020: Governmental activities: Public safety $ 843,072 Public works 12,020,897 Culture and recreation 2,009,310 Community and economic development 127,793 General government 125,926 Total governmental activities 15,126,998 Business-type activities: Sanitary sewer 3,298,497 Sanitation 322,975 Total business-type activities 3,621,472 Total primary government $ 18,748,470 Component unit—Waterloo Water Works $ 905,307 Component unit—Waterloo Convention &Visitors Bureau, Inc. $ 15,684 Note 7. Compensated Absences City employees accumulate vacation and sick leave hours for subsequent use or for payment upon termination or retirement. A calendar year is primarily used for the calculation of vacation pay benefits while sick leave utilizes the City's fiscal year. Vacation days for most bargaining unit employees must be taken or paid during the calendar year with limited exceptions. Nonbargaining unit employees may carry forward up to 10 days' vacation with proper approval. Upon termination, employees receive payment for unused vacation plus a payment for vacation hours accrued from January through the termination date. As of June 30, 2020, there was $3,496,987 accrued for vacation. Prior to July 1, 1984, sick leave was allowed to accumulate to a maximum of 240 days, except for police and fire personnel who could accumulate a maximum of 260 days. Any unused days as of July 1, 1984 were accumulated into a frozen sick leave bank. The days frozen in the bank are paid upon use, termination or retirement (except for library employees who will only be paid upon use). If paid upon retirement, the amount due to employees is computed as the amount equal to 60% of the total accumulated hours times the employee's current pay rate paid to employees. Retirees have the option of receiving the payout immediately or receiving it as an annuity over 60 months. Active employees could elect to receive a payout of 60% of their frozen sick dollars beginning in July 2001. As of June 30, 2020, there was $66,553 accrued for the frozen sick leave bank. After July 1, 1984, sick leave is allowed to accumulate up to 12 days per year. At the end of the year, 25% of any unused sick leave is rolled over to the employee's casual leave bank and the balance of 75% of the unused sick leave is added to the employee's sick leave storage bank for future use. The days accumulated in the bank after July 1, 1984 are not payable upon termination or retirement. Certain Fire Department employees are eligible to roll 75% of their unused sick leave, with the balance added to their sick leave storage bank. 50 Page 117 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 7. Compensated Absences (Continued) Certain employees can elect either to be paid overtime compensation or to accrue the hours as compensatory time, defined as additional time off from regular hours. Employees are required to be paid for these services upon termination of employment. Maximum hours eligible to be used later as compensatory time are limited by law and labor contracts. Governmental funds do not recognize these accumulations as expenditures until paid. As of June 30, 2020, there was $1,662,432 accrued for unused compensatory time, which includes unused sick leave and frozen sick leave bank. Employees are also eligible to receive pay-outs of a portion of unused casual leave. The accrued casual pay is reported as compensated absences in the applicable fund which includes $108,361 in governmental funds, as the liabilities are considered matured and are expected to be liquidated with expendable available financial resources. Frozen sick leave, vacation pay and compensatory time liabilities are accrued when incurred in the government-wide and proprietary fund statements and reported as a liability. Note 8. Long-Term Liabilities The following is a summary of the changes in long-term liabilities for the year ended June 30, 2020: Due Within June 30,2019 Additions Reductions June 30,2020 One Year Governmental activities: General obligation bonds $ 81,785,000 $ 17,675,000 $ 13,480,000 $ 85,980,000 $ 8,573,000 Loans and notes(direct borrowing) 6,905,932 - 1,043,780 5,862,152 1,062,752 Compensated absences 4,688,390 3,772,322 3,490,481 4,970,231 2,854,154 Total OPEB liability 17,575,071 1,501,796 - 19,076,867 - Net pension liability—IPERS 12,104,732 - 669,542 11,435,190 Net pension liability—MFPRSI 33,343,863 3,270,909 - 36,614,772 - Subtotal 156,402,988 26,220,027 18,683,803 163,939,212 12,489,906 Unamortized discounts (186,544) - (14,165) (172,379) - Bond premium 1,281,051 445,298 257,178 1,469,171 - Total long-term liabilities,governmental activities $ 157,497,495 $ 26,665,325 $ 18,926,816 $ 165,236,004 $ 12,489,906 Business-type activities: General obligation bonds $ 16,390,000 $ 3,980,000 $ 6,005,000 $ 14,365,000 $ 2,022,000 State revolving fund capital loans(direct borrowing) 2,091,522 130,973 192,000 2,030,495 195,000 Compensated absences 290,517 409,807 403,365 296,959 224,983 Total OPEB liability 2,689,657 265,075 - 2,954,732 - Net pension liability—IPERS 3,121,078 - 294,414 2,826,664 - Subtotal 24,582,774 4,785,855 6,894,779 22,473,850 2,441,983 Unamortized discounts (64,470) - (2,840) (61,630) - Bond premium 245,186 24,520 31,400 238,306 - Total long-term liabilities, business- type activities $ 24,763,490 $ 4,810,375 $ 6,923,339 $ 22,650,526 $ 2,441,983 Compensated absences and net pension and OPEB liabilities attributable to governmental activities are generally liquidated by the General Fund. 51 Page 118 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 8. Long-Term Liabilities (Continued) General obligation bonds and notes are direct obligations and pledge the full faith and credit of the City. Revenue bonds are the obligations of the Sanitary Sewer Enterprise Fund and are generally payable solely from the revenue of the Sanitary Sewer Enterprise Fund. Bonds generally issued for the purpose of financing the acquisition and construction of major capital facilities or infrastructure. Debt indentures require that certain covenants relating to the maintenance and efficiency of the operating system, the rate structure, restrictions on borrowings, leasing or disposition of assets and minimum insurance coverage be adhered to. These covenants are: (a)the interest on the tax-exempt bonds are to be excludable from gross income for federal income tax purposes, (b)the annual report must be submitted within 270 days after year-end, and (c)the City must give notice of significant events including those events causing delinquency of payment, bond calls, defeasances of bonds, or rating changes of bonds no later than ten business days after the event. On October 22, 2019, the City issued $2,770,000 in refunding tax-exempt bonds, General Obligation Bonds, Series 2019C, maturing June 1, 2020 through June 1, 2026 with an interest rate of 2.00°/x. This issue refunded the balance outstanding of$2,715,000 of the series 2011A bonds. Total debt service requirements were reduced by$191,698 or$2.057%, which resulted in an economic gain of$182,334, or 6.582%. On October 22, 2019, the City issued $3,625,000 in refunding taxable bonds, General Obligation Bonds, Series 2019D maturing June 1, 2020 through June 1, 2026 with interest rates ranging from 1.95 percent to 2.00 percent. This issue refunded the balance outstanding of$3,515,000 of the series 2011 B bonds ($1,185,000 for governmental activities and $2,330,000 for sewer uses). Total debt services requirements for this issue were reduced by$267,201 or 2.338%, which resulted in an economic gain of$250,645 or 6.194%. On June 29, 2020, the City issued $7,025,000 in tax-exempt bonds, General Obligation Bonds, Series 2020A maturing June 1, 2021 through June 1, 2035 with an interest rate of 2.00 percent. The purpose of the issuance is to finance various essential and general corporate purpose capital improvements, equipment and vehicle acquisitions and urban renewal projects of the City. On June 29, 2020, the City issued $8,235,000 in refunding taxable bonds, General Obligation Bonds, Series 2020B maturing June 1, 2021 through June 1, 2032 with interest rates ranging from 1.25 percent to 1.90 percent. This issue will be used to finance the cost of various capital improvements and urban renewal projects and to refund the balance outstanding of$2,225,000 of the series 2012C bonds. Total debt services requirements for this issue were reduced by$166,646 or 1.266%, which resulted in an economic gain of$159,156 or 7.137% 52 Page 119 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 8. Long-Term Liabilities (Continued) The City's outstanding general obligation long-term debt is as follows: Outstanding Issue Date Purpose Interest Rates June 30,2020 Publicly issued long-term debt: June 2012 Tax-exempt—capital improvements/general 2.00-2.30 $ 3,325,000 June 2013 Tax-exempt—capital improvements/general 2.00-3.70 3,315,000 June 2013 Taxable 2.00-3.70 3,995,000 June 2013 Refunding 0.50-2.50 190,000 June 2014 Tax-exempt—capital improvements/general 2.00-3.12 4,680,000 June 2014 Taxable 1.00-4.00 3,460,000 June 2014 Refunding 2.00 1,140,000 June 2015 Tax-exempt—capital improvements/general 3.00-3.50 8,660,000 June 2015 Taxable 1.50-4.00 1,090,000 June 2016 Tax-exempt—capital improvements/general 2.00-2.25 5,760,000 June 2016 Taxable 0.80-3.10 1,395,000 June 2016 Taxable 0.90-3.40 7,835,000 June 2017 Tax-exempt—capital improvements/general 3.00 6,565,000 June 2017 Taxable 1.35-3.35 2,970,000 June 2017 Taxable—urban renewal 2.75-3.50 7,075,000 June 2018 Tax-exempt—capital improvements/general 3.00 8,125,000 June 2018 Taxable 2.50-3.50 880,000 June 2019 Tax-exempt—capital improvements/general 3.00 6,230,000 June 2019 Taxable 2.73 2,925,000 October 2019 Refunding 2.00 2,350,000 October 2019 Taxable refunding 1.96 3,120,000 June 2020 Tax-exempt—capital improvements/general 2.00 7,025,000 June 2020 Taxable 1.52 8,235,000 $ 100,345,000 53 Page 120 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 8. Long-Term Liabilities (Continued) Annual debt service on general obligation and revenue bonds as of June 30, 2020 are as follows: GO Debt Service General Obligation Bonds Principal Interest Years ending June 30: 2021 $ 8,573,000 $ 2,236,472 2022 8,045,000 2,049,550 2023 7,628,000 1,856,461 2024 7,465,000 1,669,026 2025 7,433,000 1,481,185 2026-2030 34,921,000 4,388,742 2031-2035 10,955,000 923,165 2036 960,000 27,607 $ 85,980,000 $ 14,632,208 Sanitary Sewer Enterprise General Obligation Bonds Principal Interest Years ending June 30: 2021 $ 2,022,000 $ 377,653 2022 1,965,000 329,700 2023 1,932,000 282,002 2024 1,890,000 234,175 2025 1,812,000 186,140 2026-2030 4,589,000 376,081 2031-2032 155,000 7,050 $ 14,365,000 $ 1,792,801 Loans and notes: The City has entered into development agreements including rebates of property taxes paid by other parties to the agreements. Most agreements include a set percentage of taxes paid for a specified number of years. The following agreements require a guaranteed amount of principal plus interest to be paid to the developer. As of June 30, 2020, the outstanding balance of these loans was $5,862,152. • Deer Creek Development, LLC, original loan amount of$1,896,017 plus interest at 7% through March 31, 2011 then at 4.75%, compounded semiannually. In fiscal year 2014, there were additions to the agreement of$6,130. Payable at$300,000 in fiscal year 2011 and semiannual payments of $100,000 are due beginning November 2011 until principal plus interest have been paid. The loan balance was $1,116,528 at June 30, 2020. • North Crossing Development, LLC, original loan amount of$7,000,000 plus interest at 1.81% through September 1, 2025. Payable in annual payments of$1,000,000 are due beginning August 29, 2019 until principal plus interest have been paid. The loan balance was $4,745,624 at June 30, 2020. 54 Page 121 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 8. Long-Term Liabilities (Continued) Other loans and notes: Other governmental activity loans and notes mature as follows: Governmental Activities Principal Interest Years ending June 30: 2021 $ 1,062,752 $ 136,759 2022 1,086,895 113,105 2023 1,111,187 88,813 2024 1,136,139 63,861 2025 1,161,773 38,226 2026 303,406 11,887 $ 5,862,152 $ 452,651 State revolving fund capital notes: During fiscal years 2018 and 2019, the City entered into two agreements with the Iowa Finance Authority for Clean Water Revolving Loans with an approved loan amount totaling $3,677,000. As of June 30, 2020, the notes had an outstanding balance of$2,030,495. The notes bear interest at 2.0%, with annual principal and interest payments through 2044. These notes mature as follows: Business-type activities Principal Interest Years ending June 30: 2021 $ 195,000 $ 36,904 2022 198,000 33,175 2023 203,000 29,388 2024 207,000 25,505 2025 192,495 21,578 2026-2030 402,000 76,790 2031-2035 443,000 40,180 2036-2037 190,000 5,005 $ 2,030,495 $ 268,525 Discretely presented component unit: Balance Balance Due Within December 31,2019 Additions Deletions December 31,2020 One Year Compensated absences $ 71,547 $ 60,883 $ 71,547 $ 60,883 $ 60,883 55 Page 122 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 9. Operating Leases Effective July 1, 1999, the City's sanitary sewer operations entered into a five-year agreement for the management of biosolid by-products produced at the Wastewater Treatment Facility. The agreement included the lease of a storage facility. This lease was extended on October 14, 2019 for another five- year period, at a monthly rental of$4,900. Rental expense for all material operating leases was $186,100 for the year ended June 30, 2020. Cedar Valley SportsPlex: The Cedar Valley SportsPlex, a 125,000 square foot recreational facility that includes indoor soccer fields, gyms, a leisure pool, fitness facility, running track and multi-purpose activity spaces, opened in January 2014. The facility is a joint project of the City and the Waterloo Development Corporation. The Waterloo Development Corporation raised the funds, through a combination of private donations and grants from the Black Hawk County Gaming Association, to construct the $23 million facility. The City acquired the property where the facility is located and signed a lease purchase agreement to operate the facility for$100 per year. The lease purchase agreement gave the City the option to take ownership of the facility at the end of the lease term or to cease operating the facility at that time. In August 2014, the lease agreement was amended to remove that option, so the property will automatically transfer to the City at the end of the lease term. The Waterloo Development Corporation signed an agreement with the City which guarantees that the fundraising for construction will be completed. Because there was an automatic transfer of the assets at the end of the term of the agreement, and that future lease payments to the Waterloo Development Corporation are nominal, the City has no capital contribution to report for the year ended June 30, 2020, and no capital lease liability as of June 30, 2020. The Leisure Services department of the General Fund is operating the facility with the intent for it to be self-supporting. Note 10. Retirement Systems The City contributes to two employee retirement systems, the Iowa Public Employees Retirement System (IPERS) and the Municipal Fire and Police Retirement System of Iowa (MFPRSI). IPERS is administered by the State of Iowa. MFPRSI is governed by a nine-member Board of Trustees. Though separate and apart from state government, the Board is authorized by the state legislature, which also establishes by statue the pension and disability benefits and the System's funding mechanism. All full-time employees must participate in either IPERS or MFPRSI. Below is a summary of amounts reported by the City as of and for the year ended June 30, 2020: IPERS MFPRSI Total Net pension liability $ 14,261,854 $ 36,614,772 $ 50,876,626 Deferred outflow of resources 3,592,481 9,393,683 12,986,164 Deferred inflow of resources 2,257,029 623,545 2,880,574 Pension expense 908,776 3,051,028 3,959,804 Iowa Public Employees' Retirement System: Plan description: Employees of the City are provided with pensions through the Iowa Public Employees Retirement System (IPERS)—a cost-sharing multiple-employer defined benefit pension plan administered by the State of Iowa. IPERS provides retirement and death benefits which are established by State statute to plan members and beneficiaries. IPERS issues a publicly available financial report that includes financial statements and required supplementary information. The report may be obtained by writing to IPERS, P.O. Box 9117, Des Moines, Iowa, 50306-9117. 56 Page 123 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) Benefits provided: IPERS provides retirement, disability and death benefits. Retirement benefits are determined based on the employee's highest five-year average salary and a multiplier based on the years of service. Employees are eligible for full retirement age 65; at age 62 with at least 20 years of covered employment or when the years of service plus the employee's age equals or exceeds 88. Four years of service is required for nonservice-related disability eligibility. Disability benefits are determined in the same manner as retirement benefits but are payable immediately without an actuarial reduction. Death benefits are calculated based on the actuarial present value of the employee's accrued benefit at the time of death or a calculation based on the employee's contributions, highest covered annual wage and years of service. Contributions: Per Iowa Code Section 97B.4(4)(d)the required contribution rate is determined by the IPERS actuary as the rate necessary to fully fund the benefits as defined by Iowa Code Chapter 97B. Employees are required to contribute 5.95% of their annual pay. The City contractually required contribution rate for the year ended June 30, 2020, was 9.44% of annual payroll, actuarially determined as an amount that, when combined with employee contributions, is expected to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. Contributions to the pension plan from the City were $1,769,401 for the year ended June 30, 2020. Pension liabilities, pension expense, and deferred inflow and outflows of resources related to pensions: At June 30, 2020, the City reported a liability of$14,261,854 for its proportionate share of the net pension liability. The net pension liability was measured as of June 30, 2019, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The City's proportion of the net pension liability was based on a projection of the City's long-term share of contributions to the pension plan relative to the projected contributions of all participating governments, actuarially determined. At June 30, 2020, the City's proportion was 0.2462907%, an increase of 0.005690% from the City's proportion at June 30, 2019. For the year ended June 30, 2020, the City recognized pension expense of$908,776. At June 30, 2020, the City reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Deferred Outflows of Inflows of Resources Resources Differences between expected and actual experience $ 39,538 $ (512,782) Changes of assumptions 1,527,649 Net difference between projected and actual earnings on pension plan investments - (1,607,139) Changes in proportion and differences between City contributions and proportionate share of contributions 251,872 (137,108) Total deferred amounts to be recognized in pension expense in future periods 1,819,059 (2,257,029) City contributions subsequent to the measurement date 1,773,422 - Total deferred amounts related to pensions $ 3,592,481 $ (2,257,029) 57 Page 124 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) $1,773,422 reported as deferred outflows of resources related to pensions resulting from City contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended June 30, 2021. The deferred outflows and deferred inflows resulting from the difference between projected and actual earnings on pension plan investments will be recognized as a reduction of pension expense over five years. The other deferred inflows and outflows will be recognized in pension expense using the average expected remaining service lives of all IPERS members. The average is determined by taking the calculated total future service years of the Plan divided by the number of the people in the Plan including retirees. Deferred outflows of resources and deferred inflows of resources will be recognized in pension expense as follows: Years ended June 30: 2021 $ 335,615 2022 (348,663) 2023 (206,318) 2024 (209,973) 2025 (8,631) $ (437,970) Actuarial assumptions:The total pension liability was determined by an actuarial valuation as of June 30, 2019, using the following actuarial assumptions, applied to all periods included in the measurement: Rate of inflation 2.60% per annum (effective June 30, 2020) Rates of salary increases 3.25%to 16.25%, average, including inflation. (effective June 30, 2020) Rates vary by membership group. Long-term effective investment rate of return 7.00%, compounded annually, net of investment (effective June 30, 2020) expense, including inflation. Wage growth 3.25%, per annum, based on 2.60% (effective June 30, 2020) inflation and 0.65% real wage inflation. Mortality rates were based on the RP-2014 Employee and Health Annuitant Tables with MP 2017 generational economic adjustments. The actuarial assumptions used in the June 30, 2019 valuation were based on the results of an assumption study dated March 24, 2017 and demographic assumption study dated June 28, 2018. The long-term expected rate of return on pension plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. 58 Page 125 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) The target allocation and best estimates of arithmetic real rates of return for each major asset class are summarized in the following table: Long-Term Expected Real Asset Class Asset Allocation Rate of Return Core-plus fixed income 27.0% 1.97% Domestic equity 22.0 6.01 Global smart beta equity 3.0 6.23 International equity 15.0 6.48 Private equity 11.0 10.81 Private real assets 7.5 4.14 Public real assets 7.0 2.91 Public credit 3.5 3.93 Private credit 3.0 3.11 Cash 1.0 (0.25) 100.0% Discount rate:The discount rate used to measure the total pension liability was 7.00%. The projection of cash flows used to determine the discount rate assumed that employee contributions will be made at the current contribution rate and that contributions from cities will be made at contractually required rates, actuarially determined. Based on those assumptions, the pension plan's fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability. Sensitivity of the City's proportionate share of the net pension liability to changes in the discount rate:The following presents the City's proportionate share of the net pension liability calculated using the discount rate of 7.00%, as well as what the City's proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentage-point lower(6.00%) or 1-percentage-point higher(8.00%)than the current rate: 1% Decrease Discount Rate 1% Increase (6.00%) (7.00%) (8.00%) City's proportionate share of the net pension liability $ 25,324,448 $ 14,261,854 $ 4,982,671 Pension plan fiduciary net position. Detailed information about the pension plan's fiduciary net position is available in the separately issued IPERS financial report; which can be located at www.ipers.org. Municipal Fire and Police Retirement System of Iowa Plan description: MFPRSI membership is mandatory for fire fighters and police officers covered by the provisions of Chapter 411 of the Code of Iowa. Employees of the City are provided with pensions through a cost-sharing multiple employer defined benefit pension plan administered by MFPRSI. MFPRSI issues a stand-alone financial report which is available to the public by mail at 7155 Lake Drive, Suite#201, West Des Moines, Iowa 50266 or at www.mfprsi.org. 59 Page 126 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) MFPRSI benefits are established under Chapter 411 of the Code of Iowa and the administrative rules thereunder. Chapter 411 of the Code of Iowa and the administrative rules are the official plan documents. The following brief description is provided for general informational purposes only. Refer to the plan documents for more information. Pension benefits: Members with 4 or more years of service are entitled to pension benefits beginning at age 55. Full service retirement benefits are granted to members with 22 years of service, while partial benefits are available to those members with 4 to 22 years of service based on the ratio of years completed to years required (i.e., 22 years). Members with less than 4 years of service are entitled to a refund of their contribution only, with interest, for the period of employment. Benefits are calculated based upon the member's highest 3 years of compensation. The average of these 3 years becomes the member's average final compensation. The base benefit is 66% of the member's average final compensation. Additional benefits are available to members who perform more than 22 years of service (2%for each additional year of service, up to a maximum of 8 years). Survivor benefits are available to the beneficiary of a retired member according to the provisions of the benefit option chosen plus an additional benefit for each child. Survivor benefits are subject to a minimum benefit for those members who chose the basic benefit with a 50% surviving spouse benefit. Active members, at least 55 years of age, with 22 or more years of service have the option to participate in the Deferred Retirement Option Program (DROP). The DROP is an arrangement whereby a member who is otherwise eligible to retire and commence benefits opts to continue to work. A member can elect a 3, 4, or 5 year DROP period. By electing to participate in DROP the member is signing a contract indicating the member will retire at the end of the selected DROP period. During the DROP period the member's retirement benefit is frozen and a DROP benefit is credited to a DROP account established for the member. Assuming the member completes the DROP period, the DROP benefit is equal to 52% of the member's retirement benefit at the member's earliest date eligible and 100% if the member delays enrollment for 24 months. At the member's actual date of retirement, the member's DROP account will be distributed to the member in the form of a lump sum or rollover to an eligible plan. Disability and death benefits: Disability coverage is broken down into two types, accidental and ordinary. Accidental disability is defined as permanent disability incurred in the line of duty, with benefits equivalent to the greater of 60% of the member's average final compensation or the member's service retirement benefit calculation amount. Ordinary disability occurs outside the call of duty and pays benefits equivalent to the greater of 50% of the member's average final compensation, for those with 5 or more years of service, or the member's service retirement benefit calculation amount, and 25% of average final compensation for those with less than 5 years of service. Death benefits are similar to disability benefits. Benefits for accidental death are 50% of the average final compensation of the member plus an additional amount for each child, or the provisions for ordinary death. Ordinary death benefits consist of a pension equal to 40% of the average final compensation of the member plus an additional amount for each child, or a lump-sum distribution to the designated beneficiary equal to 50% of the previous year's earnable compensation of the member or equal to the amount of the member's total contributions plus interest. Benefits are increased (escalated)annually in accordance with Chapter 411.6 of the Code of Iowa which states a standard formula for the increases. The surviving spouse or dependents of an active member who dies due to a traumatic personal injury incurred in the line of duty receives a $100,000 lump-sum payment. 60 Page 127 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) Contributions: Member contribution rates are set by state statute. In accordance with Chapter 411 of the Code of Iowa as modified by act of the 1994 General Assembly, to establish compliance with the Federal Older Workers Benefit Protections Act, the contribution rate was 9.40% of earnable compensation for the year ended June 30, 2020. Employer contribution rates are based upon an actuarially determined normal contribution rate and set by state statute. The required actuarially determined contributions are calculated on the basis of the entry age normal method as adopted by the Board of Trustees as permitted under Chapter 411 of the Code of Iowa. The normal contribution rate is provided by state statute to be the actuarial liabilities of the plan less current plan assets, with such total divided by 1% of the actuarially determined present value of prospective future compensation of all members, further reduced by member contributions and state appropriations. Under the Code of Iowa the employer's contribution rate cannot be less than 17% of earnable compensation. The City's contribution rate was 26.02%for the year ended June 30, 2020. The City's contributions to MFPRSI for the year ended June 30, 2020 were $4,243,059. If approved by the state legislature, state appropriation may further reduce the employer's contribution rate, but not below the minimum statutory contribution rate of 17% of earnable compensation. The State of Iowa therefore is considered to be a nonemployer contributing entity in accordance with the provisions of the Governmental Accounting Standards Board Statement No. 67—Financial Reporting for Pension Plans, (GASB 67). There were no state appropriations to MFPRSI during their fiscal year ended June 30, 2020. Net pension liabilities, pension expense, and deferred inflows and outflows of resources related to pensions: At June 30, 2020, the City reported a liability of$36,614,772 for its proportionate share of the net pension liability. The net pension liability was measured as of June 30, 2019, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The City's proportion of the net pension liability was based on the City's share of contributions to the pension plan relative to the contributions of all MFPRSI participating employers. At June 30, 2020, the City's proportion was 5.58%, a decrease of 0.020213% from the City's proportion at June 30, 2019. For the year ended June 30, 2020, the City recognized pension expense of$3,051,028. At June 30, 2020, the City reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Deferred Outflows of Inflows of Resources Resources Differences between expected and actual experience $ 1,260,820 $ (342,625) Changes of assumptions 1,838,361 (159,359) Net difference between projected and actual earnings on pension plan investments 2,017,334 - Changes in proportion and differences between City contributions and proportionate share of contributions 34,109 (121,561) Total deferred amounts to be recognized in pension expense in future periods 5,150,624 (623,545) City contributions subsequent to the measurement date 4,243,059 - Total deferred amounts related to pensions $ 9,393,683 $ (623,545) 61 Page 128 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) $4,243,059 reported as deferred outflows of resources related to pensions resulting from City contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended June 30, 2021. The deferred outflows and deferred inflows resulting from the difference between projected and actual earnings on pension plan investments will be recognized as a reduction of pension expense over five years. The other deferred inflows and outflows will be recognized in pension expense using the average expected remaining service lives of all MFPRSI members. The average is determined by taking the calculated total future service years of the Plan divided by the number of the people in the Plan including retirees. Deferred outflows of resources and deferred inflows of resources will be recognized in pension expense as follows: Years ended June 30: 2021 $ 2,365,045 2022 295,578 2023 1,040,706 2024 779,872 2025 45,878 $ 4,527,079 Actuarial assumptions: The total pension liability in the June 30, 2018, actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement: Inflation 3.00% Salary increases 3.75% to 15.11%, average, including inflation. Investment rate of return 7.50%, net of pension plan investment expense, including inflation The actuarial assumptions used in the June 30, 2019 valuation were based on the results of an actuarial experience study for the period from July 1, 2007 to June 30, 2017. Mortality rates were based on RP 2014 Blue Collar Combined Healthy table with males set-forward zero years, females set-forward two year and disabled set-forward three year(males only rates), with generational projection of future mortality improvement with 50% of Scale BB beginning 2017. The long-term expected rate of return on pension plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates (i.e., expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. 62 Page 129 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) The target allocation and best estimates of geometric real rates of return for each major asset class are summarized in the following table: Long-Term Asset Expected Real Asset Class Allocation Rate of Return Large cap 5.50% Small cap 5.80 International large cap 7.30 Core plus fixed income 3.30 Emerging markets 9.00 Emerging market debt 6.30 Master limited partnerships 9.00 Core Investments 40.00% Private Equity/Debt 15.00 9.00 Private core real estate 6.00 Private non-core real estate 8.00 Real Estate 10.00 Tactial Asset Allocation 35.00 6.40 100.00% Discount rate: The discount rate used to measure the total pension liability was 7.5%. The projection of cash flows used to determine the discount rate assumed that contributions will be made at 9.40% of covered payroll and the City contributions will be made at rates equal to the difference between actuarially determined rates and the member rate. Based on those assumptions, the pension plan's fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability. Sensitivity of City's proportionate share of the net pension liability to changes in the discount rate: The following presents the City's proportionate share of the net pension liability calculated using the discount rate of 7.50%, as well as what the city's proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percent lower(6.50%) or 1-percent higher(8.50%)than the current rate. 1% Decrease Discount Rate 1% Increase (6.50%) (7.50%) (8.50%) City's proportionate share of the net pension liability $ 59,615,269 $ 36,614,772 $ 17,565,859 Component unit: Waterloo Water Works contributes to the Waterloo Water Works Pension Plan (WWW Plan) and the Iowa Public Employees' Retirement System (IPERS). 63 Page 130 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) Waterloo Water Works Pension Plan: Plan description:The Waterloo Water Works Pension Plan is a single-employer defined benefit plan administered by the Pension Committee of Waterloo Water Works. The WWW Plan provides retirement benefits to plan members and beneficiaries. No new WWW Plan members were allowed after December 31, 2007. The WWW Plan does not issue a stand-alone financial report. The actuarial report on the Plan is held at the Waterloo Water Work's office. The following brief description is provided for general informational purposes only. Refer to the WWW plan documents for more information. Pension benefits: Retirement benefits are calculated using the highest three consecutive years of pensionable earnings during the last ten years of employment. The accrued benefit is determined to be 60% of average compensation, reduced if years of service is less than thirty years. Normal retirement age is 65. Married members may receive a benefit for life; however, members are required by law to receive a reduced qualified joint and survivor benefit, unless formally elected otherwise. In no event shall pensionable earnings exceed the limitation specified in Section 401(a)(17)of the Internal Revenue Code. Cost-of-living adjustments are provided to members and beneficiaries at the discretion of the Committee. As of December 31, the following members were covered by the WWW Plan: Inactive plan members and beneficiaries currently receiving benefits 36 Inactive plan members entitled to but not yet receiving benefits 1 Active plan members 13 Total members 50 Contributions: The contribution requirements of the Plan members (employees) and Waterloo Water Works are established and may be amended by Waterloo Water Works. Mandatory contributions to the WWW Plan by WWW Plan members are equal to the IPERS rate effective January 1 of the previous year, 5.95% for the year ending December 31, 2019. Prior to 2010, WWW Plan member contributions were not required and Waterloo Water Works made all the required contributions. Beginning January 1, 2010, WWW Plan members were required to contribute one-third of the full contribution rate of 4.1% and Waterloo Water Works paid the rest of the required contribution. As of January 1, 2011, WWW Plan members were required to contribute two-thirds of the full contribution rate of 4.3% and beginning January 1, 2012, WWW Plan members were required to contribute all of the mandatory contributions. The Waterloo Water Works Board of Trustees has approved Waterloo Water Works contributions to the Plan in excess of the amount determined annually by the actuary in an effort to eliminate over time the net pension liability as computed by the actuary. 64 Page 131 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) Net pension liabilities,pension expense and deferred outflows of resources and deferred inflows of resources related to pensions:At December 31, 2019, the Water Works' recognized pension expense of$541,511. At December 31, 2019, the Water Works' reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Deferred Outflows Inflows of Resources of Resources Differences between expected and actual experience $ - $ (18,129) Changes in assumptions 162,972 Net difference between projected and actual earnings on pension plan investments - (457,542) $ 162,972 $ (475,671) Amounts reported as deferred outflows of resources and deferred inflows or resources will be recognized in pension expense as follows: Pension Expense Amount Years ending December 31: 2020 $ 58,921 2021 (111,344) 2022 (33,505) 2023 (226,771) Total $ (312,699) Actuarial assumptions:The Waterloo Water Works' net pension liability was measured as of December 31, 2019, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The total pension liability in the December 31, 2019 was determined using the following actuarial assumptions, applied to all periods included in the measurement: Rate of inflation 2.50% per annum Rates of salary increases 3.00% per annum Long-term investment rate of return 7.50%, compounded annually, net of investment expenses. 65 Page 132 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) The actuarial assumptions used in the December 31, 2019 valuation were based on the results of an actuarial experience study for the period January 1, 2019 through December 31, 2019. In addition, mortality rates were based on 2020 IRS Combined Mortality Table as appropriate. The long-term expected rate of return on WWW Plan investments was determined using a building-block method in which expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These expected future real rates of return are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. Best estimates of arithmetic real rates of return for each major asset class included in the WWW Plan's target asset allocation as of December 31, 2019 are summarized in the following table: Long-Term Target Expected Real Allocation Rate of Return Asset Class: Cash and fixed income 28% 2.50% Equity large cap 56 5.50 Equity mid cap 9 6.00 Equity small cap 7 6.00 Real estate - 5.00 Total 100% Discount rate:The discount rate used to measure the total pension liability was 8.00%. The projection of cash flows used to determine the discount rate assumed that WWW Plan member contributions will be made at the current contribution rate and that contributions will be made at rates equal to the differences between actuarially determined contribution rates and the member rate. Professional judgement on future contributions has been applied in those cases where contribution patterns deviate from the actuarially determined rates. Based on those assumptions the WWW Plan's fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the long- term expected rate of return on pension plan investments was applied to all periods of projected benefit. Sensitivity of the net pension liability to changes in the discount rate: The following presents the net pension liability calculated using the discount rate of 7.50%, as well as what the net pension liability would be if it were calculated using a discount rate that is 1% lower, or 1% higher than the current rate: 1% Decrease Discount Rate 1% Increase (6.50%) (7.50%) (8.50%) Net pension liability $ 2,496,832 $ 1,718,287 $ 1,041,079 66 Page 133 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) Changes in Waterloo Water Works'net pension liability:Changes in the Waterloo Water Works' net pension liability for the year ended December 31, 2019 were as follows: Total Plan Net Pension Fiduciary Net Pension Liability Position Liability Balance, beginning of year $ 8,706,901 $ 5,784,103 $ 2,922,798 Changes for the year: Service cost 42,951 - 42,951 Interest 672,982 - 672,982 Difference between expected and actual experience (36,258) - (36,258) Changes in assumptions 325,945 - 325,945 Contributions, employer - 563,701 (563,701) Contributions, member - 52,209 (52,209) Net investment income - 1,594,221 (1,594,221) Benefit payments including refunds of employee contributions (675,155) (675,155) - Balance, end of year $ 9,037,366 $ 7,319,079 $ 1,718,287 Payables to the Waterloo Water Works'Plan:All required Waterloo Water Works contributions and required employee contributions which had been withheld from employee wages were remitted to the WWW Plan by December 31, 2019. IPERS—Waterloo Water Works: Plan Description: IPERS membership is mandatory for employees of Waterloo Water Works, except for those covered by another retirement system. Employees of Waterloo Water Works are provided with pensions through a cost-sharing multiple-employer defined benefit pension plan administered by (PERS. IPERS issues a stand-alone financial report which is available to the public by mail at 7401 Register Drive, P.O. Box 9117, Des Moines, IA 50306-9117 or at www.ipers.org. IPERS benefits are established under Iowa Code Chapter 97B and the administrative rules thereunder. Chapter 97B and the administrative rules are the official plan documents. The following brief description is provided for general information purposes only. Refer to the plan documents for more information. 67 Page 134 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) Pension benefits:A regular member may retire at normal retirement age and receive monthly benefits without an early-retirement reduction. Normal retirement age is age 65, any time after reaching age 62 with 20 or more years of covered employment, or when the member's years of service plus the member's age at the last birthday equals or exceeds 88, whichever comes first. (These qualifications must be met on the member's first month of entitlement to benefits.) Members cannot begin receiving retirement benefits before age 55. The formula used to calculate a regular member's monthly IPERS benefit includes: • A multiplier(based on years of service). • The member's highest five-year average salary. (For members with service before June 30, 2012, the highest of three-year average salary as of that date will be used if it is greater than the highest five- year average salary). If a member retires before normal retirement age, the member's monthly retirement benefit will be permanently reduced by an early-retirement reduction. The early-retirement reduction is calculated differently for service earned before and after July 1, 2012, the reduction is 0.50% for each month that the member receives benefits before age 65. Generally, once a member selects a benefit option, a monthly benefit is calculated and remains the same for the rest of the member's lifetime. However, to combat the effects of inflation, retirees who began receiving benefits prior to July 1, 1990 receive a guaranteed dividend with their regular November benefit payments. Disability and death benefits: A vested member who is awarded federal Social Security disability or Railroad Retirement disability benefits is eligible to claim IPERS benefits regardless of age. Disability benefits are not reduced for early retirement. If a member dies before retirement, the member's beneficiary will receive a lifetime annuity or a lump-sum payment equal to the present actuarial value of the member's accrued benefit or calculated with a set formula, whichever is greater. When a member dies after retirement, death benefits depend on the benefit option the member selected at retirement. Contributions: Contribution rates are established by IPERS following the annual actuarial valuation, which applies IPERS' Contribution Rate Funding Policy and Actuarial Amortization Method. Statute limits the amount rates can increase or decrease each year to one percentage point. IPERS' Contribution Rate Funding Policy requires that the actuarial contribution rate be determined using the "entry age normal" actuarial cost method and the actuarial assumptions and methods approved by the IPERS Investment Board. The actuarial contribution rate covers normal cost plus the unfunded actuarial liability payment based on a 30-year amortization period. The payment to amortize the unfunded actuarial liability is determined as a level percentage of payroll, based on the Actuarial Amortization Method adopted by the Investment Board. In fiscal year 2019, pursuant to the required rate, regular members contributed 6.29% of covered payroll and Waterloo Water Works contributed 9.44% of covered payroll for a total rate of 15.73%. 68 Page 135 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) The Waterloo Water Works' contributions to IPERS for the year ended December 31, 2018 were $116,656. As December 31, 2019, the Waterloo Water Works' liability for its proportionate share of the net pension liability totaled $951,791. The net pension liability was measured as of June 30, 2019, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The Water Works' proportion of the net pension liability was based on the Water Works' share of contributions to the pension plan relative to the contributions of all IPERS participating employers. At June 30, 2019, the Water Works' collective proportion was 0.016437%, which was an increase of 0.000383% from its proportion measured as of June 30, 2018. For the year ended December 31, 2019, the Water Works recognized pension expense of$94,552. At December 31, 2019, the Water Works reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Deferred Outflows of Inflows of Resources Resources Differences between expected and actual experience $ 2,639 $ (34,221) Changes of assumptions 101,950 Net difference between projected and actual earnings on (PERS' investments - (107,255) Changes in proportion and differences between Water Works contributions and proportionate share of contributions 70,035 (23,186) Total deferred amounts to be recognized in pension expense in future periods 174,624 (164,662) Water Works contributions subsequent to the measurement date 61,467 - Total deferred amounts related to pensions $ 236,091 $ (164,662) Deferred outflows of resources related to pensions of$61,467 represent the amount Waterloo Water Works contributed subsequent to the measurement date and will be recognized as a reduction of the net pension liability in the year ended December 31, 2020. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in pension expense as follows: Years ended December 31: 2020 $ 45,179 2021 (5,553) 2022 (6,404) 2023 (18,724) 2024 (4,536) $ 9,962 There were no nonemployer contributing entities at IPERS. 69 Page 136 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) Actuarial assumptions:The total pension liability in the June 30, 2019 actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurements: The actuarial assumptions used in the June 30, 2019 valuation were based on the results of actuarial experience study dated June 28, 2018. Rate of inflation 2.60% per annum (effective June 30, 2020) Rates of salary increases 3.25%to 16.25%, average, including inflation. (effective June 30, 2020) Rates vary by membership group. Long-term effective investment rate of return 7.00%, compounded annually, net of investment (effective June 30, 2020) expense, including inflation. Wage growth 3.25%, per annum, based on 2.60% (effective June 30, 2020) inflation and 0.65% real wage inflation. Mortality rates were based on the RP-2014 Employee and Healthy Annuitant Tables with MP-2017 generational adjustments. The long-term expected rate of return on IPERS' investments was determined using a building-block method in which best-estimate ranges of expected future real rates (expected returns, net of investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. The target allocation and best estimates of arithmetic real rates of return for each major asset class are summarized in the following table: Long-Term Expected Real Asset Class Asset Allocation Rate of Return Core-plus fixed income 27.0% 1.97% Domestic equity 22.0 6.01 Global smart beta equity 3.0 6.23 International equity 15.0 6.48 Private equity 11.0 10.81 Private real assets 7.5 4.14 Public real assets 7.0 2.91 Public credit 3.5 3.93 Private credit 3.0 3.11 Cash 1.0 (0.25) 100.0% 70 Page 137 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 10. Retirement Systems (Continued) Discount rate:The discount rate used to measure the total pension liability was 7.0%. The projection of cash flows used to determine the discount rate assumed that employee contributions will be made at the contractually required rate and that contributions from Waterloo Water Works will be made at contractually required rates, actuarially determined. Based on those assumptions, the pension plan's fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the long-term rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability. Sensitivity of the Waterloo Water Works'proportionate share of the net pension liability to changes in the discount rate:The following presents the Waterloo Water Works' proportionate share of the net pension liability calculated using the discount rate of 7.00%, as well as what the Waterloo Water Works' proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1% lower(6.00%) or 1% higher(8.00%)than the current rate. 1% Decrease Discount Rate 1% Increase (6.00°/x) (7.00%) (8.00%) Water Work's proportionate share of the net pension liability $ 1,690,073 $ 951,791 $ 332,528 (PERS'Fiduciary net position: Detailed information about the IPERS' fiduciary net position is available in the separately issued IPERS financial report which is available on IPERS' website at www.il)ers.org. Payables to the pension plan:At December 31, 201+9, Waterloo Water Works reported payables to IPERS of$9,991 for legally required Waterloo Water Works' contributions and $6,657 for legally required Waterloo Water Works' contributions which had been withheld from employee wages but not yet remitted to IPERS. Note 11. Deficit Fund Balances Funds with deficit balances as of June 30, 2020 were as follows: Nonmajor governmental: Special revenue: Community Development Block Grant $ 64,910 Grants 370,491 Capital projects, Capital Improvements 2,586,350 The deficit of the above funds are expected to be eliminated through future transfers from other funds, grant proceeds or bond proceeds. 71 Page 138 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 12. Commitments Construction: The City is involved in construction of capital assets, mainly streets, riverfront improvements and Brownfields reconstruction. Much of the construction is partially funded through federal, state and local grants and donations. City participation in the programs is generally funded through proceeds of debt issues and local option taxes. As of June 30, 2020, the City was committed to approximately$53.4 million of construction contracts. Property tax rebates: The City has entered into a number of development agreements with various businesses located in City tax increment financing districts. The agreements generally offer rebates of portions of taxes paid for up to 10 years, depending on each individual agreement. The amount of the rebates are a percentage of the actual taxes paid by the business. Rebates are reported at the time property taxes are received. See Note 19 for additional information. Loan guarantee: The City has guaranteed a bank loan of Cedar Skyline Corporation d/b/a Main Street Waterloo, a not-for-profit corporation. Main Street Waterloo and the City are not part of the same reporting entity. In 1999, Main Street Waterloo entered into a loan agreement with a financial institution, which was amended in 2006, 2010 and 2016. The note matures monthly through August 17, 2020. When the loan was entered into, the City voted to extend a nonexchange financial guarantee on the Main Street Waterloo loan. In the event that Main Street Waterloo is unable to repay the loan, the City would be required to make the payment, with no requirements for Main Street Waterloo to repay the City if the City has to pay any amount on the loan. As of June 30, 2020, the loan balance was $191,935. Based on City management's assessment of the qualitative factors and historical data, the City has not recorded a liability for this nonexchange financial guarantee. Note 13. Other Postemployment Benefits Plan description: The City's defined benefit OPEB plan, a single-employer health care plan provides OPEB for all active and retired employees and their eligible dependents. Group insurance benefits are established under Iowa Code Chapter 509A.13. No assets are accumulated in a trust that meets the criteria in paragraph 4 of Statement 75. The plan does not issue a stand-alone financial report. Benefits provided: Individuals who are employed by the City are eligible to participate in the group health plan are eligible to continue healthcare benefits upon retirement. As required by state law, employees who retire from service with the City prior to age 65 are eligible for coverage in the plan. Police and fire employees must have completed four years of service, be age 55 and vested in the Municipal Fire and Police Retirement System. All other employees must have completed four years of service (seven years of service after July 1, 2012), be age 55 and be vested in IPERS to participate in the plan. Retirees are allowed to be covered by the plan until they are Medicare eligible at 65. Spouses of retirees are eligible to be covered on the plan for an additional eight ears or until they reach age 65. Contributions:The current funding policy of the City is to pay health claims as they occur. Contributions are required for both retiree and dependent coverage. Retirees are required to pay the current premium equivalent amounts less a contribution subsidy provided by the City for those employees hired prior to July 1, 1990. The contribution subsidy available to retirees and their eligible dependents is determined by years of service and the date of retirement. The subsidy is available until a retiree reaches age 65. Once the retiree reaches age 65, the dependent may continue coverage at a 100% subsidy, grading down 20% each year thereafter. This benefit is available only to those hired before July 1, 1990. The percentage of the month contribution that the City subsidizes is detailed in the table on the next page. 72 Page 139 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 13. Other Postemployment Benefits (Continued) Employer Subsidy Criteria Percentage Retire prior to September 1, 1990: All employees 100% Retire on or after September 1, 1990: Hired prior to July 1, 1990: 28+ continuous years of service 100 20-27 continuous years of service 80 15-19 continuous years of service 60 10-14 continuous years of service 40 < 10 continuous years of service - Hired on or after July 1, 1990: All employees - The current full premium equivalent amounts as of June 30, 2020 are shown below: PPO Dental Single $ 655 $ 36 Subscriber and spouse 1,660 91 Disabled retirees follow a contribution schedule that is slightly different from regular retirees. Work related incidents allow disabled retirees and their dependents a 100% subsidy until age 65. Nonwork related incidents allow a 75% subsidy until age 65. Once the retiree reaches age 65, dependents of disabled retirees receive a 75% subsidy, grading down 20% each year thereafter. Employees covered by benefit terms: At June 30, 2020, the following employees were covered by the benefit terms: Inactive employees currently receiving benefits 100 Active employees, fully eligible for benefits 25 Active employees, not fully eligible for benefits 504 629 73 Page 140 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 13. Other Postemployment Benefits (Continued) Total OPEB liability: The City's total OPEB liability of$22,031,599 was measured as of June 30, 2020, and was determined by an actuarial valuation as of that date. Actuarial methods and assumptions: The total OPEB liability in the June 30, 2020 actuarial valuation was determined using the following actuarial assumptions and other inputs, applied to all periods included in the measurement, unless otherwise specified: Inflation 3.0% per annum Salary increases 3.25% per annum Discount rate 3.50% as of July 1, 2019 and 2.21% as of June 30, 2020 Health care cost trend rates: Premedicare medical and Rx 6.0% reduced 0.5% per annum to ultimate of 4.5% benefits Medicare benefits 5.0% reduced 0.5% per annum to ultimate of 4.5% Stop loss fees 6.0% reduced 0.5% per annum to ultimate of 4.5% Administrative fees 4.5% reduced 0.5% per annum to ultimate of 4.5% Mortality rates PUB-2010 morality table with generational scale MP-2019 The discount rate was based on Bond Buyer 20-Bond GO index. The actuarial assumptions used in the June 30, 2020 valuation were based on the results of an actuarial experience study used in the MFPRSI Actuarial Valuation Report as of July 1, 2019 and (PERS Actuarial Valuation as of June 30, 2019. Changes in the total OPEB liability Total OPEB Liability Balance as of June 30, 2019 $ 20,264,728 Changes for the year: Service cost 719,666 Interest 698,071 Difference between actual and expected experience 2,028,724 Changes in assumptions or other inputs 399,421 Contributions and payments made (2,079,011) Net changes 1,766,871 Balance as of June 30, 2020 $ 22,031,599 Sensitivity of the total OPEB liability to changes in the discount rate: The following presents the total OPEB liability of the City, as well as what the City's approximate total OPEB liability would be if it were calculated using a discount rate that is 1-percentage-point lower(1.21%) or 1-percentage-point higher (3.21%)than the current discount rate: 1% Decrease Discount Rate 1% Increase 1.21% 2.21% 3.21% Total OPEB liability $ 23,570,000 $ 22,031,599 $ 20,631,000 74 Page 141 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 13. Other Postemployment Benefits (Continued) Sensitivity of the total OPEB liability to changes in the healthcare cost trend rates: The following presents the total OPEB liability of the City, as well as what the City's total OPEB liability would be if it were calculated using healthcare cost trend rates that are 1-percentage-point lower or 1-percentage-point higher than the current healthcare cost trend rates: Health Care 1% Decrease Current Trend 1% Increase Total OPEB liability $ 20,120,000 $ 22,031,599 $ 24,246,000 OPEB expense and deferred outflows of resources and deferred inflows of resources related to OPEB: For the year ended June 30, 2020, the City recognized OPEB benefit of$383,902. At June 30, 2020, the City reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following source: Deferred Outflows Deferred Inflow of Resources of Resources Difference between actual and expected experience $ 1,805,714 $ - Changes of assumptions or other inputs 726,081 (254,554) $ 2,531,795 $ (254,554) Amounts reported as the deferred outflows of resources and deferred inflows of resources related to OPEB will be recognized in OPEB expense over the average future service to retirement of plan participants as follows: Years ending June 30: 2021 $ 277,373 2022 277,373 2023 277,373 2024 277,373 2025 277,373 Thereafter 890,376 $ 2,277,241 Note 14. Employee Health Care Plan The City provides health care, including dental, vision and prescription coverages, to its employees and certain former employees through a self-funded health insurance plan. Administration is provided by contracted providers. The City accounts for the plan in the General Fund, City Clerk and Finance Department, Health/Life Insurance Activity. Other funds, departments and activities are assessed for costs based on current and former employees within the activity. General Fund costs of these activities are funded by an employee benefits levy in the Trust and Agency Fund. The City is allowed to levy amounts needed to provide benefits. The City purchases stop-loss insurance, $100,000 specific and 125% aggregate of expected claims. 75 Page 142 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 14. Employee Health Care Plan (Continued) The City's estimated unpaid claims as of June 30 and its needed reserves for claim fluctuation were determined by an actuarial study performed as of June 30. All outstanding claims are considered matured and expected to be paid in fiscal year 2020, with current available financial resources, and accordingly, a liability payable from restricted resources is reported within the General Fund. Changes and balances are as follows: 2020 2019 Estimated unpaid claims, beginning of year $ 1,050,406 $ 1,241,336 Estimated claims incurred 10,560,167 11,514,762 Claims payments (10,680,665) (11,705,692) Estimated unpaid claims, end of year $ 929,908 $ 1,050,406 Note 15. Worker's Compensation Plan The City provides worker's compensation benefits through a self-funded plan. Administration is provided by a contracted provider. The City accounts for the plan in the General Fund, City Clerk and Finance Department, Self-Funded Worker's Compensation Activity. Costs are funded by an employee benefits levy in the Trust and Agency Fund. The City is allowed to levy amounts needed to provide benefits. The City's estimated unpaid claims as of June 30 are based on projected costs of future payments for injuries incurred prior to June 30, 2020, and is recorded as a liability in the government-wide statement of net position. $24,342 is considered matured and is recorded in the General Fund and governmental activities with accrued liabilities. Changes and balances are as follows: 2020 2019 Estimated unpaid claims, beginning of year $ 550,508 $ 721,019 Estimated claims incurred 977,761 537,910 Claims payments (942,604) (708,421) Estimated unpaid claims, end of year $ 585,665 $ 550,508 Note 16. Joint Ventures and Jointly Governed Organizations The City is a participating member of several organizations including the Black Hawk County Criminal Justice Information System (CJIS), the Consolidated Dispatch Center(Center), the Black Hawk County Solid Waste Management Commission (SWMC) and the Metropolitan Transit Authority(MET). In addition, the City pays its share of costs for CJIS, including debt service, pays its share of costs of the Center, pays landfill fees to SWMC and levies and collects property taxes from Black Hawk County and remits them to MET ($2,105,053 during the year ended June 30, 2020). Also, during the year ended June 30, 2020, the Sanitation Fund received an operating grant of$273,624 from SWMC. This grant was used to offset recycling costs. The Center's financial information is reported within the Black Hawk County annual financial report. CJIS, SWMC and MET issue their own annual reports. Reports are available on the Iowa Auditor of State's website http://auditor.iowa.gov/reports. The City has no equity position in any of the organizations. 76 Page 143 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 17. Industrial Development Revenue Bonds The City has issued a total of$160,401,000 of industrial development revenue bonds under the provisions of Chapter 419 of the Code of Iowa. The amount outstanding as of June 30, 2020 is not reported to the City by either the debtors or creditors. Therefore, outstanding balances are unknown. The bonds and related interest are payable solely from revenue of applicable projects. Bond principal and interest do not constitute liabilities of the City. Note 18. Risk Management The City is exposed to various risks of loss related to torts; theft, damage to and destruction of assets; errors and omissions; injuries to employees; and natural disasters. These risks are covered by the purchase of commercial insurance and self-funded worker's compensation. Settled claims from these risks have not exceeded commercial insurance coverage in any of the past three fiscal years. The City assumes the risks of loss of both mobile vehicles and equipment, except for certain pieces of equipment, such are fire and forestry equipment, with large per-unit costs which are insured against loss subject to deductibles. As of June 30, 2020, the City has assigned $2,401,695 of its General Fund, fund balance for insurable risks retained. Note 19. Tax Abatements GASB Statement No. 77 defines tax abatements as a reduction in tax revenues that results from an agreement between one or more governments and an individual or entity in which (a)one or more governments promise to forgo tax revenues to which they are otherwise entitled and (b)the individual or entity promises to take a specific action after the agreement that has been entered into that contributes to economic development or otherwise benefits the governments or the citizens of those governments. City tax abatements: The City provides tax abatements for urban renewal and economic development projects with tax increment financing as provided for in Chapters 15A and 403 of the Code of Iowa. For these types of projects, the City enters into agreements with developers which require the City, after developers meet the terms of the agreements, to rebate a portion of the property tax paid by the developers, to pay the developers an economic development grant or to pay the developers a predetermined dollar amount. No other commitments were made by the City as part of these agreements. For the year ended June 30, 2020, the City abated $2,755,374 of property tax under the urban renewal and economic development projects. 77 Page 144 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 20. Fund Balances GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, establishes criteria for classifying fund balances into specifically defined classifications and clarifies definitions for governmental fund types. The details for the City's fund balances are as follows: Tax General Trust and Increment Obligation Road Use Nonmajor Fund balances: General Agency Financing Debt Service Tax Governmental Total Nonspendable: Inventories $ 500,610 $ $ $ $ 123,979 $ - $ 624,589 Prepaids 83,680 16,980 100,660 Total nonspendable 584,290 123,979 16,980 725,249 Restricted: Debt service - - 1,866,819 902,018 - - 2,768,837 Self-funded health insurance 2,731,148 1,844,110 - - 4,575,258 Tourism promotion 1,732,646 - 1,732,646 Public access television 218,701 218,701 Civil rights enforcement 82,376 82,376 Housing 74,254 4,880,682 4,954,936 Donor specified 1,047,504 - - 1,047,504 Employee benefits - 385,788 - 385,788 Library - - 425,857 425,857 Street and right-of-way maintenance 2,034 19,341,897 - 19,343,931 Improvements 37,086,504 37,086,504 Total restricted 5,888,663 2,229,898 1,866,819 902,018 19,341,897 42,393,043 72,622,338 Committed,Police project 229,791 229,791 Assigned: Insurance 2,401,695 2,401,695 Other postemploy- ment benefits 1,040,792 1,040,792 Improvements - - 2,155,815 2,155,815 Other 990,662 661,827 92,747 1,745,236 Use of fund balance for future budget 1,200,000 1,200,000 Total assigned 5,633,149 661,827 2,248,562 8,543,538 Unassigned 11,188,047 (3,674,580) 7,513,467 Total fund balances $ 23,523,940 $ 2,229,898 $ 2,528,646 $ 902,018 $ 19,465,876 $ 40,984,005 $ 89,634,383 78 Page 145 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 21. New GASB Statements and Pending Pronouncements As of June 30, 2020, the City adopted the following Governmental Accounting Standards Board (GASB) Statement No. 95, Postponement of the Effective Dates of Certain Authoritative Guidance. This statement provides temporary relief of governments and other stakeholders in light of the COVID-19 pandemic. The effective dates of certain provisions contained in the following pronouncements are now postponed by the year, unless otherwise stated: • Statement No. 83, Certain Asset Retirement Activities • Statement No. 84, Fiduciary Activities • Statement No. 88, Certain Disclosures related to Debt, including Direct Borrowings and Direct Placements • Statement No. 89, Accounting for Interest Cost Incurred before the End of a Construction Period • Statement No. 90, Majority Equity Interests • Statement No. 91, Conduit Debt Obligations • Statement No. 92, Omnibus 2020 • Statement No. 93, Replacement of Interbank Offered Rates • Statement No. 87, Leases, has been postponed by 18 months The GASB has issued several statements not yet implemented by the City. The statements which might impact the City are as follows: • GASB Statement No. 84, Fiduciary Activities, issued February 2017, will be effective for the City beginning with its fiscal year ending June 30, 2021. The objective of Statement No. 84 is to improve guidance regarding the identification of fiduciary activities for accounting and financial reporting purposes and how those activities should be reported. This Statement establishes criteria for identifying fiduciary activities of all state and local governments. The focus of the criteria generally is on (1)whether a government is controlling the assets of the fiduciary activity and (2)the beneficiaries with whom a fiduciary relationship exists. Separate criteria are included to identify fiduciary component units and postemployment benefit arrangements that are fiduciary activities. An activity meeting the criteria should be reported in a fiduciary fund in the basic financial statements. Governments with activities meeting the criteria should present a statement of fiduciary net position and a statement of changes in fiduciary net position. An exception to that requirement is provided for a business-type activity that normally expects to hold custodial assets for three months or less. This Statement describes four fiduciary funds that should be reported, if applicable: (1) pension (and other employee benefit)trust funds, (2) investment trust funds, (3) private-purpose trust funds, and (4) custodial funds. Custodial funds generally should report fiduciary activities that are not held in a trust or equivalent arrangement that meets specific criteria. 79 Page 146 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 21. New GASB Statements and Pending Pronouncements (Continued) A fiduciary component unit, when reported in the fiduciary fund financial statements of a primary government, should combine its information with its component units that are fiduciary component units and aggregate that combined information with the primary government's fiduciary funds. This Statement also provides for recognition of a liability to the beneficiaries in a fiduciary fund when an event has occurred that compels the government to disburse fiduciary resources. Events that compel a government to disburse fiduciary resources occur when a demand for the resources has been made or when no further action, approval or condition is required to be taken or met by the beneficiary to release the assets. • GASB Statement No. 87, Leases, issued June 2017, will be effective for the City beginning with its fiscal year ending June 30, 2022, with earlier adoption encouraged. Statement No. 87 establishes a single approach to accounting for and reporting leases by state and local governments. Under this statement, a government entity that is a lessee must recognize (1)a lease liability and (2)an intangible asset representing the lessee's right to use the leased asset. In addition, the City must report the (1) amortization expense for using the lease asset over the shorter of the term of the lease or the useful life of the underlying asset, (2) interest expense on the lease liability and (3) note disclosures about the lease. The Statement provides exceptions from the single-approach for short- term leases, financial purchases, leases of assets that are investments and certain regulated leases. This statement also addresses accounting for lease terminations and modifications, sale-leaseback transactions, non-lease components embedded in lease contracts (such as service agreements), and leases with related parties. • GASB Statement No. 91, Conduit Debt Obligations, will be effective for reporting periods beginning after December 15, 2021. The primary objectives of this Statement are to provide a single method of reporting conduit debt obligations by issuers and eliminate diversity in practice associated with (1) commitments extended by issuers, (2) arrangements associated with conduit debt obligations, and (3) related note disclosures. This Statement achieves those objectives by clarifying the existing definition of a conduit debt obligation; establishing that a conduit debt obligation is not a liability of the issuer; establishing standards for accounting and financial reporting of additional commitments and voluntary commitments extended by issuers and arrangements associated with conduit debt obligations; and improving required note disclosures. • GASB Statement No. 96, Subscription-Based Information Technology Arrangements, provides guidance on the accounting and financial reporting for subscription-based information technology arrangements (SBITAs)for government end users. This statement (1)defines an SBITA; (2) establishes that an SBITA results in a right-to-us subscription asset—an intangible asset—and a corresponding subscription liability; (3) provides the capitalization criteria for outlays other than subscription payments, including the implementation costs of an SBITA; and (4) requires note disclosure regarding an SBITA. This statement will be effective for the City with its year ending June 30, 2023. 80 Page 147 of 650 City of Waterloo, Iowa Notes to Basic Financial Statements Note 21. New GASB Statements and Pending Pronouncements (Continued) • GASB Statement No. 97, Certain Component Unit Criteria, and Accounting and Financial Reporting for Internal Revenue Code Section 457 Deferred Compensation Plans will result in more consistent financial reporting of defined contribution pension plans, defined contribution OPEB plans, and other employee benefit plans. This statement will also enhance the relevance, consistency and comparability of(1)the information related to Section 457 plans that meet the definition of a pension plan and the benefits provided through those plans and (2) investment information for all Section 457 plans. Another objective of this statement is to increase consistency and comparability related to the reporting of fiduciary component units in circumstances in which a potential component unit does not have a governing board and the primary government performs the duties that a governing board typically would perform. This statement will be effective for the City with its year ended June 30, 2022. The City's management has not yet determined the effect these Statements will have on the City's financial statements, which may have a material effect on the financial statements. Note 22. Contingencies On January 30, 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) a "Public Health Emergency of International Concern" and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate the spread of it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries and their political subdivision. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act)was enacted to amongst other provisions, provide emergency assistance for individuals, families and businesses affected by the coronavirus pandemic. It is unknown how long the adverse conditions associated with the coronavirus will last and what the complete financial effect will be to the City. The extent to which COVID-19 may affect the City results will depend on future developments, which are highly uncertain and cannot be predicted, including new information, which may emerge concerning the severity of COVID-19 and actions taken to contain COVID-19 or its impact, among others. Additionally, it is reasonably possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions Note 23. Subsequent Events The City authorized the issuance of not to exceed $27,000,000 in state revolving fund loans, Series 2020C. The notes will be used to finance the Wastewater Treatment Plan Biosolids Modifications Project (estimated at$19,186,000) and the Dry Run Creek Sewer Interceptor project(estimated at$5,138,000). 81 Page 148 of 650 City of Waterloo, Iowa Required Supplementary Information Schedule of Changes in the City's Total OPEB Liability and Related Ratios Last 10 Fiscal Years (Dollar amounts in thousands) 2020 2019 2018 Total OPEB liability Service cost $ 697,815 $ 697,815 $ 671,816 Interest 774,392 774,392 804,928 Changes of benefit terms - - - Differences between expected and actual experience - - - Changes of assumptions or other inputs 474,740 474,740 (379,447) Benefit payments (1,989,054) (1,989,054) (1,835,828) Net change in total OPEB liability (42,107) (42,107) (738,531) Total OPEB liability—beginning 20,264,728 20,306,835 21,045,366 Total OPEB liability—ending $ 20,222,621 $ 20,264,728 $ 20,306,835 Covered payroll $ 33,584,175 $ 32,673,000 $ 31,567,648 Total OPEB liability as a percentage of covered payroll 60% 62% 64% Changes of assumptions: Changes of assumptions and other inputs reflect the effects of changes in the discount rate each period.The following are the discount rates used in each period: 2020 3.50%per annum 2019 3.50% per annum 2018 3.87% per annum 2017 3.58% per annum In 2018, amounts reflect a 0.5-percentage-point decrease in the health care cost trend rates from the prior year and adjustments to assumptions regarding spousal coverage to better reflect actual plan experience. In 2019,there was no changes to the benefit terms. Note: GASB Statement No. 75 requires 10 years of information to be presented in this table. However, until a full 10-year trend is compiled, the City will present information for those years for which information is available. 82 Page 149 of 650 City of Waterloo, Iowa Required Supplementary Information Schedule of the City's Proportionate Share of the Net Pension Liability Iowa Public Employees' Retirement System 2020 2019 Measurement date June 30, 2019 June 30, 2018 City's proportion of the net pension liability 0.2446470% 0.2406008% City's proportionate share of the net pension liability $ 14,261,854 $ 15,225,810 City's covered payroll $ 18,743,655 $ 18,074,184 City's proportionate share of the net pension liability as a percentage of its covered payroll 76.09% 84.24% Plan fiduciary net position as a percentage of the total pension liability 85.45% 83.62% Note: GASB Statement No. 68 requires 10 years of information to be presented in this table. However, until a full 10-year trend is compiled, the City will present information for those years for which information is available. The amounts presented each year are as of the City's measurement date. See notes to required supplementary information. 83 Page 150 of 650 2018 2017 2016 2015 June 30, 2017 June 30, 2016 June 30, 2015 June 30, 2014 0.2379165% 0.2438592% 0.2452672% 0.2415504% $ 15,848,247 $ 15,346,827 $ 12,117,384 $ 9,579,663 $ 17,759,314 $ 17,523,333 $ 16,800,363 18816626 89.24% 87.58% 72.13% 50.91% 82.21% 81.82% 85.19% 87.61% 84 Page 151 of 650 City of Waterloo, Iowa Required Supplementary Information Schedule of City Contributions Iowa Public Employees' Retirement System Contributions in Relation to Contributions Statutorily the Statutorily Contributions City's as a Percentage Required Required Deficiency Covered of Covered Contribution Contribution (Excess) Payroll Payroll Fiscal year ending: 2020 $ 1,773,422 $ 1,773,422 - $ 18,786,254 9.44% 2019 1,769,401 1,769,401 - 18,743,655 9.44 2018 1,614,023 1,614,023 - 18,074,184 8.93 2017 1,585,908 1,585,908 - 17,759,314 8.93 2016 1,564,955 1,564,955 - 17,523,333 8.93 2015 1,500,510 1,500,510 - 16,800,363 8.93 2014 1,420,507 1,420,507 - 15,816,626 8.98 2013 1,358,920 1,358,920 - N/A N/A 2012 1,250,399 1,250,399 - N/A N/A 2011 1,066,879 1,066,879 - N/A N/A N/A-information was not available Note:The amounts reported in this schedule are as of the City's fiscal year-end. See notes to required supplementary information. 85 Page 152 of 650 City of Waterloo, Iowa Notes to Required Supplementary Information—IPERS Pension Liability Year Ended June 30, 2020 Note 1. Changes of benefit terms There are no significant changes in benefit terms. Note 2. Changes of assumptions The 2018 valuation implemented the following refinements as a result of an experience study dated June 28, 2018: • Changed mortality assumptions to the RP-2014 mortality tables with mortality improvements modeled using Scale MP-2017. • Adjusted retirement rates. • Lowered disability rates. • Adjusted the probability of a vested Regular member electing to receive a deferred benefit. • Adjusted the merit component of the salary increase assumption. The 2017 valuation implemented the following refinements as a result of an experience study dated March 24, 2017: • Decreased the inflation assumption from 3.00% to 2.60%. • Decreased the assumed rate of interest on member accounts from 3.75% to 3.50% per year. • Decreased the discount rate from 7.50% to 7.00%. • Decreased the wage growth assumption from 4.00%to 3.25%. • Decreased the payroll growth assumption 4.00% to 3.25%. The 2014 valuation implemented the following refinements as a result of a quadrennial experience study: • Decreased the inflation assumption from 3.25%to 3.00%. • Decreased the assumed rate of interest on member accounts from 4.00% to 3.75% per year. • Adjusted male mortality rates for retirees in the Regular membership group. • Reduced retirement rates for sheriffs and deputies between the ages of 55 and 64. • Moved from an open 30-year amortization period to a closed 30-year amortization period for the UAL (unfunded actuarial liability) beginning June 30, 2014. Each year thereafter, changes in the UAL from plan experience will be amortized on a separate closed 20-year period. 86 Page 153 of 650 City of Waterloo, Iowa Required Supplementary Information Schedule of the City's Proportionate Share of the Net Pension Liability Municipal Fire and Police Retirement System of Iowa 2020 2019 Measurement date June 30, 2019 June 30, 2018 City's proportion of the net pension liability 5.582145% 5.600213% City's proportionate share of the net pension liability $ 36,614,772 $ 33,343,863 City's covered payroll $ 16,897,902 $ 16,277,606 City's proportionate share of the net pension liability as a percentage of its covered payroll 216.68% 204.85% Plan fiduciary net position as a percentage of the total pension liability 79.94% 81.07% Note: GASB Statement No. 68 requires ten years of information to be presented in this table. However, until a full 10-year trend is compiled, the City will present information for those years for which information is available. The amounts presented each year are as of the City's measurement date. See notes to required supplementary information. 87 Page 154 of 650 2018 2017 2016 2015 June 30, 2017 June 30, 2016 June 30, 2015 June 30, 2014 5.703286% 5.688362% 5.724535% 5.720520% $ 33,448,350 $ 46,723,287 $ 36,408,843 $ 26,777,406 $ 16,060,279 $ 15,365,321 $ 15,012,366 $ 14,608,497 208.27% 304.08% 242.53% 183.30% 80.60% 78.20% 83.04% 86.27% 88 Page 155 of 650 City of Waterloo, Iowa Required Supplementary Information Schedule of City Contributions Municipal Fire and Police Retirement System of Iowa Contributions in Relation to Contributions Statutorily the Statutorily Contributions City's as a Percentage Required Required Deficiency Covered of Covered Contribution Contribution (Excess) Payroll Payroll Fiscal year ending: 2020 $ 4,243,059 $ 4,243,059 - $ 17,382,462 24.41% 2019 4,396,834 4,396,834 - 16,897,902 26.02 2018 4,180,091 4,180,091 - 16,277,606 25.68 2017 4,186,850 4,186,850 - 16,060,279 26.07 2016 4,280,766 4,280,766 - 15,365,321 27.86 2015 4,565,261 4,565,261 - 15,012,366 30.41 2014 4,418,650 4,418,650 - 14,608,497 30.25 2013 3,844,363 3,844,363 - N/A N/A 2012 3,522,615 3,522,615 - N/A N/A 2011 2,731,277 2,731,277 - N/A N/A N/A-information was not available Note:The amounts reported in this schedule are as of the City's fiscal year-end. See notes to required supplementary information. 89 Page 156 of 650 City of Waterloo, Iowa Notes to Required Supplementary Information—MFPRSI Pension Liability Year Ended June 30, 2020 Note 1. Changes of Benefit Terms There were no significant changes of benefit terms. Note 2. Changes of Assumptions The 2018 valuation changed postretirement mortality rates were based on the RP-2014 Blue Collar Healthy Annuitant Table with males set forward zero years, females set forward two years and disabled individuals set forward three years (male only rates), with generational projection of future mortality improvement with 50% of Scale BB beginning in 2017. The 2017 valuation added five years projection to future mortality improvement scale BB. The 2016 valuation changed postretirement mortality rates to the RP-2000 Blue Collar Combined Healthy Mortality Table with males set-back two years, females set-forward one year and disabled individuals set- forward one year(male only rates), with no projection of future mortality improvement. The 2015 valuation phased in the 1994 Group Annuity Mortality Table for postretirement mortality. This resulted in a weighting of 1/12 of the 1971 Group Annuity Mortality Table and 11/12 of the 1994 Group Annuity Mortality Table. The 2014 valuation phased in the 1994 Group Annuity Mortality Table for postretirement mortality. This resulted in a weighting of 2/12 of the 1971 Group Annuity Mortality Table and 10/12 of the 1994 Group Annuity Mortality Table. 90 Page 157 of 650 City of Waterloo, Iowa Budgetary Comparison Schedule Budget and Actual (Modified Cash Basis)—All Governmental Funds and Proprietary Funds Required Supplementary Information Year Ended June 30, 2020 Budgeted Amounts Original Final Revenues and other financing sources receipts: Receipts: Property taxes $ 40,639,192 $ 40,639,192 Tax increment financing 8,725,719 8,725,719 Other City taxes 17,852,576 18,039,576 Licenses and permits 1,429,150 1,429,150 Use of money and property 1,632,628 1,638,078 Intergovernmental 25,853,013 29,778,656 Charges for services 28,095,203 29,151,967 Special assessments 210,000 210,000 Miscellaneous 6,009,536 11,593,293 Total receipts 130,447,017 141,205,631 Other financing sources: Transfer from other funds 17,663,250 22,672,857 Issuance of long-term debt 18,400,000 27,364,000 Proceeds from insurance - - Proceeds from sale of capital assets 260,000 260,000 Total other financing sources 36,323,250 50,296,857 Total receipts and other financing sources 166,770,267 191,502,488 Disbursements and other financing uses: Governmental-type activities: Public safety 32,748,002 34,743,290 Public works 33,504,748 36,523,263 Health and social services 312,783 313,860 Culture and recreation 11,613,672 11,777,786 Community and economic development 14,147,132 15,279,632 General government 9,849,333 11,804,601 Debt service 13,731,607 23,456,607 Capital projects 24,791,600 29,113,082 Business-type activities 29,118,423 31,675,259 Total disbursements 169,817,300 194,687,380 Other financing uses, transfers to other funds 17,663,250 22,672,857 Total disbursements and other financing uses 187,480,550 217,360,237 Receipts and other financing sources over(under) disbursements and other financing uses (20,710,283) (25,857,749) Balances, beginning of year 102,286,500 102,286,500 Balances,end of year $ 81,576,217 $ 76,428,751 See note to required supplementary information. 91 Page 158 of 650 Variance Actual Amounts With Final Budgetary Basis Budget $ 39,380,547 $ (1,258,645) 8,948,992 223,273 18,240,701 201,125 1,469,725 40,575 3,026,235 1,388,157 24,257,824 (5,520,832) 29,269,566 117,599 201,413 (8,587) 10,310,619 (1,282,674) 135,105,622 (6,100,009) 22,038,235 (634,622) 21,787,918 (5,576,082) 94,038 (165,962) 43,920,191 (6,376,666) 179,025,813 (12,476,675) 33,872,289 871,001 34,507,335 2,015,928 273,898 39,962 9,908,097 1,869,689 13,419,746 1,859,886 9,638,330 2,166,271 22,322,739 1,133,868 18,492,229 10,620,853 22,630,807 9,044,452 165,065,470 29,621,910 22,038,235 634,622 187,103,705 30,256,532 (8,077,892) 17,779,857 116,908,429 102,286,500 $ 108,830,537 $ 120,066,357 92 Page 159 of 650 City of Waterloo, Iowa Note to Required Supplementary Information—Budgetary Reporting Year Ended June 30, 2020 In accordance with the Code of Iowa, the City Council annually adopts a budget on a modified cash basis following required public notice and hearing for all funds. The annual budget may be amended during the year utilizing similar statutorily prescribed procedures. Formal and legal budgetary control is based upon 10 major classes of disbursements known as functions, not by fund or fund type. These 10 functions are: public safety, public works, health and social services, culture and recreation, community and economic development, general government, debt service, capital projects, business-type and nonprogram. Although the budget document presents function disbursements by fund type, the legal level of control is at the aggregated function level, not at the fund or fund type level. During the year, two budget amendments were adopted which increased budgeted expenditures by $24,870,080. The budget amendment is reflected in the final budgeted amount. The City uses the same modified cash basis of accounting for budgetary reporting as is used for its internal financial records. Under this basis, cash transactions are modified by certain receivables and payables and by certain noncash revenue and expenditures. In addition, many transactions which could be recorded in and reported by the Sanitary Sewer Enterprise Fund are recorded in and reported by governmental funds. 93 Page 160 of 650 City of Waterloo, Iowa Schedule of Comparison Funds Statements (GAAP Basis)to Budgetary (Modified Cash) Basis Required Supplementary Information Year Ended June 30, 2020 Governmental Enterprise Fund Types Fund Types GAAP Basis GAAP Basis Actual Amounts Actual Amounts Total Funds Revenue/Receipts: Property taxes and TIF revenue $ 48,086,079 $ $ 48,086,079 Other taxes 18,227,575 18,227,575 Licenses and permits 1,466,645 1,466,645 Use of money and property 2,328,470 205,504 2,533,974 Intergovernmental 19,595,972 275,862 19,871,834 Charges for fees and service 10,018,667 20,876,831 30,895,498 Interfund charges for services 2,180,000 - 2,180,000 Special assessments 126,258 - 126,258 Miscellaneous 3,689,350 1,250,313 4,939,663 Total revenue/receipts 105,719,016 22,608,510 128,327,526 Expenditures and expenses/disbursements: Public safety 34,004,492 - 34,004,492 Public works 22,136,849 22,136,849 Health and social services 270,460 270,460 Culture and recreation 9,906,832 9,906,832 Community and economic development 12,583,363 12,583,363 General government 9,568,714 9,568,714 Debt service 17,185,331 17,185,331 Capital projects 25,718,112 - 25,718,112 Business-type activities - 17,279,202 17,279,202 Total expenditures and expenses/ disbursements 131,374,153 17,279,202 148,653,355 Net (25,655,137) 5,329,308 (20,325,829) (Continued) 94 Page 161 of 650 Property Tax Collected for and Budgetary Remitted Other GAAP Basis to MET,Grout Conversion Budgetary Exceptions and Water Works Adjustments Basis $ $ 2,105,053 $ (1,861,593) $ 48,329,539 - 13,126 18,240,701 - 3,080 1,469,725 - 492,261 3,026,235 - 4,385,990 24,257,824 - (1,625,932) 29,269,566 - (2,180,000) - - 75,155 201,413 - 5,370,956 10,310,619 2,105,053 4,673,043 135,105,622 - (132,203) 33,872,289 2,105,053 10,265,433 34,507,335 - 3,438 273,898 1,265 9,908,097 836,383 13,419,746 69,616 9,638,330 5,137,408 22,322,739 (7,225,883) 18,492,229 - 5,351,605 22,630,807 2,105,053 14,307,062 165,065,470 - (9,634,019) (29,959,848) 95 Page 162 of 650 City of Waterloo, Iowa Schedule of Comparison Funds Statements (GAAP Basis) to Budgetary(Modified Cash) Basis (Continued) Required Supplementary Information Year Ended June 30, 2020 Governmental Enterprise Fund Fund Types Basis Types Basis Actual Amounts Actual Amounts Total Funds Other financing sources(uses): Transfers in $ 14,897,791 $ $ 14,897,791 Transfers out (14,897,791) (14,897,791) Bond premium 445,298 445,298 Proceeds from sale of capital assets 56,088 56,088 Proceeds from insurance 1,659,358 1,659,358 Issuance of long-term debt 17,675,000 17,675,000 Total other financing sources(uses) 19,835,744 19,835,744 Change in fund balance/net position (5,819,393) 5,329,308 (490,085) Balance,beginning of year 95,453,776 96,118,981 191,572,757 Balance,end of year $ 89,634,383 $ 101,448,289 $ 191,082,672 96 Page 163 of 650 Property Tax Collected for and Budgetary Remitted Other GAAP Basis to MET,Grout Conversion Budgetary Exceptions and Water Works Adjustments Basis $ $ $ 7,140,444 $ 22,038,235 - (7,140,444) (22,038,235) 17,448 462,746 37,950 94,038 (1,659,358) - 1,041,211 21,787,918 (562,749) 22,344,702 (10,196,768) (7,615,146) (74,664,328) 116,908,429 $ $ - $ (84,861,096) $ 109,293,283 97 Page 164 of 650 City of Waterloo, Iowa Required Supplementary Information Schedule of Employer Contributions for Waterloo Water Works Pension Plan Last Ten Fiscal Years 2019 2018 2017 2016 Actuarially determined contribution $ 563,701 $ 529,242 $ 505,125 $ 489,448 Contributions in relation to actuarially determined contribution 615,910 577,408 565,374 550,161 Contribution deficiency(excess) (52,209) (48,166) (60,249) (60,713) Covered payroll $ 979,376 $ 943,430 $ 1,047,371 $ 1,004,723 Contributions as a percentage of covered payroll 62.9% 61.2% 54.0% 54.8% 98 Page 165 of 650 2015 2014 2013 2012 2011 2010 $ 475,911 $ 481,861 $ 480,199 $ 423,689 $ 383,404 $ 357,677 540,043 570,419 538,658 473,114 445,212 396,550 (64,132) (88,558) (58,459) (49,425) (61,808) (38,873) $ 1,045,603 $ 1,064,651 $ 1,100,185 $ 1,105,893 $ 1,248,200 $ 1,306,209 51.6% 53.6% 49.0% 42.8% 35.7% 30.4% 99 Page 166 of 650 City of Waterloo, Iowa Required Supplementary Information Schedule of Changes in Net Pension Liability and Related Ratios for Waterloo Water Works Pension Plan 2020 2019 2018 Total pension liability Service cost $ 42,951 $ 46,090 $ 45,849 Interest 672,982 665,421 640,457 Difference between expected and actual experience (36,258) 76,594 (45,362) Changes in assumptions 325,945 (72,427) 225,356 Benefit payments including refunds (675,155) (560,887) (548,118) Change in total pension liability 330,465 154,791 318,182 Total pension liability, beginning of year 8,706,901 8,552,110 8,233,928 Total pension liability, end of year 9,037,366 8,706,901 8,552,110 Plan fiduciary net position Contributions, employer 563,701 529,242 507,287 Contributions, member 523209 48,166 58,087 Net investment income 1,594,221 (466,923) 821,539 Benefit payments including refunds (675,155) (560,887) (548,118) Change in plan fiduciary net position 1,534,976 (450,402) 838,795 Plan fiduciary net position, beginning of year 5,784,103 6,234,505 5,395,710 Plan fiduciary net position, end of year 7,319,079 5,784,103 6,234,505 Net pension liability, end of year $ 1,718,287 $ 2,922,798 $ 2,317,605 Plan fiduciary net position as a % of total pension liability 81.0% 66.4% 72.9% Covered payroll $ 810,194 $ 979,376 $ 943,430 Net pension liability as a % of covered payroll 212.1% 298.4% 245.7% Additional years will be added going forward as information becomes available. 100 Page 167 of 650 2017 2016 $ 53,886 $ 53,008 616,847 607,558 164,103 (28,037) 13,141 12,600 (541,494) (518,306) 306,483 126,823 7,927,445 7,800,622 8,233,928 7,927,445 489,448 481,000 60,713 59,043 281,674 (157,690) (541,494) (518,306) 290,341 (135,953) 5,105,369 5,241,322 5,395,710 5,105,369 $ 2,838,218 $ 2,822,076 65.5% 64.4% $ 1,047,371 $ 1,004,723 271.0% 280.9% 101 Page 168 of 650 City of Waterloo, Iowa Notes to Required Supplementary Information for Waterloo Water Works Pension Plan For the Year Ended December 31, 2019 Note 1: Valuation Date: Actuarially determined contributions rates are calculated as of December 31 of the current fiscal year. Note 2: Methods and assumptions used to determine contribution rates. Actuarial cost method Entry age cost method Amortization method Level dollar Remaining amortization period 20 years Asset valuation method Market value of assets Inflation 2.50% Annual pay increases 3.00% Investment rate of return 7.50% Retirement age 100% at age 62 Mortality rates 2020 IRS combined mortality 102 Page 169 of 650 City of Waterloo, Iowa Required Supplementary Information IPERS Schedule of the Waterloo Water Works' Proportionate Share of the Net Pension Liability Measurement Date June 30, 2019 2018 Water Work's proportion of the net pension liability 1.643700% 0.016820% Water Work's total proportionate share of the net pension liability $ 951,791 $ 1,064,406 Water Work's covered payroll $ 1,270,103 $ 1,251,971 Water Work's proportionate share of the net pension liability as a percentage of its covered payroll 75% 85% IPERS' net position as a percentage of the total pension liability 85.45% 83.62% Additional years will be added going forward as information becomes available. 103 Page 170 of 650 Measurement Date June 30, 2017 2016 2015 2014 0.015549% 0.014805% 0.014220% 0.012797% $ 1,035,776 $ 923,262 $ 706,956 $ 524,011 $ 1,079,261 $ 1,018,040 $ 885,398 $ 791,254 96% 91% 80% 61% 82.21% 81.82% 85.19% 87.61% 104 Page 171 of 650 City of Waterloo, Iowa Required Supplementary Information IPERS Schedule of Waterloo Water Works Contributions 2019 2018 2017 2016 Statutorily required contribution $ 119,662 $ 116,656 $ 111,801 $ 96,378 Contributions in relation to the Statutorily required contribution (119,662) (116,656) (111,801) (96,378) Contribution deficiency (excess) $ - $ - $ - $ - Water Work's covered payroll $ 1,267,605 $ 1,270,103 $ 1,251,971 $ 1,079,261 Contributions as a percentage of covered payroll 9.44% 9.18% 8.93% 8.93% Additional years will be added going forward as information becomes available. 105 Page 172 of 650 2015 2014 2013 2012 2011 2010 $ 90,911 $ 79,066 $ 70,659 $ 56,189 $ 43,676 $ 35,136 (90,911) (79,066) (70,659) (56,189) (43,676) (35,136) $ 1,018,040 $ 885,398 $ 791,254 $ 648,085 $ 541,214 $ 505,554 8.93% 8.93% 8.93% 8.67% 8.07% 6.95% 106 Page 173 of 650 City of Waterloo, Iowa Schedule of Revenues, Expenditures and Changes in Fund Balances General Fund Year Ended June 30, 2020 Public safety function Mayor Blackhawk emergency management agency Contractual services $ 94,496 Total activity and department 94,496 Police department Police operations Compensation and benefits 12,610,214 Contractual services 1,024,884 Commodities 231,917 Total activity 13,867,015 Police computer services Contractual services 83,711 Commodities 119,805 Total activity 203,516 Police grants Compensation and benefits 606,618 Contractual services 2,554 Commodities 62,017 Capital outlay 86,868 Total activity 758,057 Law enforcement programs Compensation and benefits 84,476 Contractual services 575,881 Commodities 292,296 Total activity 952,653 Police tobacco enforcement Compensation and benefits 3,926 Total activity 3,926 Public safety administration Compensation and benefits 102,502 Contractual services 1,144 Total activity 103,646 Total Department 15,888,813 107 Page 174 of 650 City of Waterloo, Iowa Schedule of Revenues, Expenditures and Changes in Fund Balances (Continued) General Fund Year Ended June 30, 2020 Fire Department Fire protection Compensation and benefits 8,857,925 Contractual services 469,376 Commodities 88,412 Total activity 9,415,713 Fire amublance Compensation and benefits 1,807,370 Contractual services 864,594 Commodities 218,667 Total activity 2,890,631 Fire restricted programs Compensation and benefits 5,944 Contractual services 8,788 Commodities 1,441 Total activity 16,173 Hazmat regional training center Compensation and benefits 135,177 Contractual services 22,216 Commodities 261 Total activity 157,654 Total Department 12,480,171 Building inspection departmentt Builidng &housing safety Compensation and benefits 1,055,559 Contractual services 30,421 Commodities 35,257 Total activity 1,121,237 Building inspection chargebacks Contractual services 107,499 Total activity 107,499 Total Department 1,228,736 108 Page 175 of 650 City of Waterloo, Iowa Schedule of Revenues, Expenditures and Changes in Fund Balances (Continued) General Fund Year Ended June 30, 2020 Central Garage Fire-garage parts&service Compensation and benefits 90,854 Commodities 71,167 Total activity 162,021 Ambulance-Garage Parts&Services Commodities 15,939 Total activity 15,939 Total Department 177,960 Miscellenous Contractual services (147,924) Total activity and department (147,924) Public safety function totals Compensation and benefits 25,360,565 Contractual services 3,137,640 Commodities 1,137,179 Capital Outlay 86,868 Function total $ 29,722,252 Public works function City engineer Sidewalk repair/construction Capital outlay $ 485,651 Total activity and department 485,651 Traffice Operations Parking Maintenance Compensation and benefits 17,160 Total activity and department 17,160 Central Garage Central Garage Compensation and benefits 753,075 Contractual services 13,714 Commodities 72,482 Total activity 839,271 Garage-motor pool service Commodities 415,304 Total activity 415,304 Total Department 1,254,575 109 Page 176 of 650 City of Waterloo, Iowa Schedule of Revenues, Expenditures and Changes in Fund Balances (Continued) General Fund Year Ended June 30, 2020 Airport Commission Airport Administration Compensation and benefits 636,691 Contractual services 287,991 Commodities 65,773 Total activity and department 990,455 Building Inspection Parking Operations Contractual services 403,771 Commodities 26,151 Total activity and department 429,922 Miscellenous Contractual services (599) Total activity and department (599) Public works function totals Compensation and benefits 1,406,926 Contractual services 704,877 Commodities 579,710 Capital Outlay 485,651 Function Total $ 3,177,164 Health and social services function Human rights commission Human rights Compensation and benefits $ 240,071 Contractual services 9,686 Commodities 1,905 Total activity 251,662 EEOC Contract Compensation and benefits 10,000 Contractual services 8,798 Total activity 18,798 Total Department 270,460 Health and social services function totals Compensation and benefits 250,071 Contractual services 18,484 Commodities 1,905 Function Total $ 270,460 Mayor Fairview cemetary association Contractual services $ 50,000 Total activity and department 50,000 110 Page 177 of 650 City of Waterloo, Iowa Schedule of Revenues, Expenditures and Changes in Fund Balances (Continued) General Fund Year Ended June 30, 2020 Culture and recreation function Cultural/Arts Commission Youth Pavilion Compensation and benefits 291,457 Contractual services 42,633 Commodities 20,878 Total activity 354,968 Center for the arts Compensation and benefits 512,211 Contractual services 79,024 Commodities 31,525 Total activity 622,760 RiverLoop event facilities Compensation and benefits 2,398 Contractual services 7,931 Commodities 1,626 Total activity 11,955 Cultural/arts grants&projects Compensation and benefits 17,562 Contractual services 34,334 Commodities 7,130 Capital outlay 2,198 Total activity 61,224 Total department 1,050,907 Library Library services Compensation and benefits 1,397,974 Contractual services 146,688 Commodities 218,546 Total activity 1,763,208 Library Enrich Compensation and benefits 9,083 Commodities 484 Total activity 9,567 111 Page 178 of 650 City of Waterloo, Iowa Schedule of Revenues, Expenditures and Changes in Fund Balances (Continued) General Fund Year Ended June 30, 2020 Library Access Plus Commodities 2,981 Total activity 2,981 Library grants&projects Commodities 6,369 Capital outlay 8,306 Total activity 14,675 Library gift&memorial Contractual services 15,333 Commodities 22,080 Total activity 37,413 Iowa library services Commodities 2,746 Total activity 2,746 County library system Compensation and benefits 63,206 Commodities 1,932 Total activity 65,138 County open access Contractual services 834 Commodities 3,262 Total activity 4,096 Total department 1,899,824 Leisure services Leisure services-parks Compensation and benefits 1,862,657 Contractual services 226,485 Commodities 211,284 Total activity 2,300,426 Leisure services projects Contractual services 16,703 Commodities 72,910 Total activity 89,613 Downtown area maintenance Compensation and benefits 266,802 Contractual services 28,012 Commodities 23,068 Total activity 317,882 112 Page 179 of 650 City of Waterloo, Iowa Schedule of Revenues, Expenditures and Changes in Fund Balances (Continued) General Fund Year Ended June 30, 2020 Golf courses Compensation and benefits 923,115 Contractual services 88,334 Commodities 128,544 Total activity 1,139,993 Golf course improvements Contractual services 7,051 Commodities 2,865 Total activity 9,916 SportsPlex Compensation and benefits 753,348 Contractual services 293,572 Commodities 139,424 Total activity 1,186,344 Sports&youth services Compensation and benefits 427,539 Contractual services 11,335 Commodities 80,065 Total activity 518,939 Young arena Compensation and benefits 451,918 Contractual services 167,841 Commodities 144,690 Total activity 764,449 Miscellenous Contractual services (10,922) Total activity and department (10,922) Culture and recreation function totals Compensation and benefits 6,979,270 Contractual services 1,205,188 Commodities 1,122,409 Capital Outlay 10,504 Function total $ 9,317,371 113 Page 180 of 650 City of Waterloo, Iowa Schedule of Revenues, Expenditures and Changes in Fund Balances (Continued) General Fund Year Ended June 30, 2020 Community and economic development function Mayor Iowa Northland Council of Governments Contractual services $ 34,203 Total activity 34,203 Tourism promoiton Contractual services 212,254 Total activity 212,254 Tourism promotion -discretionary Contractual services 55,020 Total activity 55,020 Five Sullivans Convention Center-operations Contractual services 465,000 Commodities 61,642 Capital outlay 359,809 Total activity 886,451 Waterloo Convention &Visitors Bureau Contractual services 492,733 Total activity 492,733 Total department 1,680,661 Planning &zoning Planning&zoning Compensation and benefits 654,223 Contractual services 15,490 Commodities 3,104 Total activity 672,817 City property management Contractual services 130,375 Total activity 130,375 Economic development Compensation and benefits 110,348 Total activity 110,348 Total department 913,540 114 Page 181 of 650 City of Waterloo, Iowa Schedule of Revenues, Expenditures and Changes in Fund Balances (Continued) General Fund Year Ended June 30, 2020 Building Inspections Five Sullivans Convention Center-maintenance Compensation and benefits $ 93,265 Contractual services 109,089 Commodities 11,252 Capital outlay 13,095 Total activity and department 226,701 Community Development Block grant administration Commodities 3,812 Total activity 3,812 LHAP-Housing Pool Contractual services 14 Total activity 14 Total department 3,826 Miscellaneous Contractual services 2,986 Total activity 2,986 Community and economic development totals Compensation and benefits 857,836 Contractual services 1,517,164 Commodities 79,810 Capital Outlay 372,904 Function total $ 2,827,714 General Government function Mayor Mayor's office Compensation and benefits $ 281,190 Contractual services 13,459 Commodities 1,004 Total activity 295,653 115 Page 182 of 650 City of Waterloo, Iowa Schedule of Revenues, Expenditures and Changes in Fund Balances (Continued) General Fund Year Ended June 30, 2020 Mayor Restricted Projects. Contractual services 60,000 Total activity 60,000 Administrative SVCS/MIS Compensation and benefits 250,161 Contractual services 140,076 Commodities 44,644 Total activity 434,881 Communications Contractual services 5,306 Commodities 87 Total activity 5,393 Total department 795,927 City Council City Council Compensation and benefits 74,305 Contractual services 2,578 Total activity and department 76,883 City Clerk and Finance Electronic media Compensation and benefits 125,922 Contractual services 308 Commodities 4,110 Total activity 130,340 City Clerk& Finance Compensation and benefits 908,691 Contractual services 147,157 Commodities 144,151 Total activity 1,199,999 Liability insurance Compensation and benefits 58,084 Contractual services 1,991,120 Total activity 2,049,204 Life/disability insurance Compensation and benefits 5,345 Contractual services 328 Total activity 5,673 Self-funded health insurance Contractual services 2,936,878 Total activity 2,936,878 Self funded workers Contractual services 892,250 Total activity 892,250 116 Page 183 of 650 Schedule of Revenues, Expenditures and Changes in Fund Balances (Continued) General Fund Year Ended June 30, 2020 Printing Contractual services 26,669 Total activity 26,669 Total department 7,241,013 City Attorney City Attorney Compensation and benefits 181,287 Contractual services 137,245 Commodities 6,519 Total activity and department 325,051 Human resources Employee assistance program Compensation and benefits 13,275 Total activity 13,275 Human resources Compensation and benefits 405,416 Contractual services 31,754 Commodities 2,480 Total activity 439,650 Safety and wellness Compensation and benefits 562 Commodities 7,239 Total activity 7,801 Total department 460,726 Building inspection Facilities maintenance Compensation and benefits 291,767 Contractual services 189,288 Commodities 39,594 Total activity 520,649 Facilities restricted project Contractual services 73 Commodities 1,143 Total activity 1,216 Veterans Memorial Hall Contractual services 6,618 Total activity 6,618 Total department 528,483 Miscellenous Contractual services 52,122 Total activity and department 52,122 General government totals Compensation and benefits 2,596,005 Contractual services 6,633,229 Commodities 250,971 Function total $ 9,480,205 117 Page 184 of 650 City of Waterloo, Iowa Combining Balance Sheet Nonmajor Governmental Funds June 30, 2020 Special Revenue Capital Projects Total Assets Cash and cash equivalents $ 14,244,677 $ 28,986,828 $ 43,231,505 Receivables: Customer accounts 22,502 - 22,502 Property taxes: Delinquent 12,486 12,486 Succeeding year 609,009 - 609,009 Accrued interest 12,481 191 12,672 Due from other governments: Federal 572,517 - 572,517 Iowa 3,698,750 - 3,698,750 Other 60,969 966,923 1,027,892 Inventories and prepaids 16,980 - 16,980 Restricted assets,cash and cash equivalents 2,877,573 2,877,573 Advances to other funds 21,423 - 21,423 Total assets $ 22,149,367 $ 29,953,942 $ 52,103,309 Liabilities,Deferred Inflows of Resources and Fund Balances Liabilities: Accounts payable $ 956,309 $ 1,860,151 $ 2,816,460 Retainages payable 67,564 191,489 259,053 Accrued liabilities 117,214 - 117,214 Due to other funds 1,038,150 2,157,147 3,195,297 Compensated absences 9,032 - 9,032 Payable from restricted assets 33,926 33,926 Unearned revenue 420,556 - 420,556 Total liabilities 2,642,751 4,208,787 6,851,538 Deferred inflows of resources: Unavailable revenue-property taxes 621,495 - 621,495 Unavailable revenue-local option sales tax 1,390,205 - 1,390,205 Unavailable revenue-intergovernmental and other 1,289,143 966,923 2,256,066 Total deferred inflows of resources 3,300,843 966,923 4,267,766 Fund Balances: Nonspendable 16,980 - 16,980 Restricted 14,964,741 27,428,302 42,393,043 Assigned 2,248,562 - 2,248,562 Unassigned (1,024,510) (2,650,070) (3,674,580) Total fund balances 16,205,773 24,778,232 40,984,005 Total liabilities,deferred inflows of resources and fund balances $ 22,149,367 $ 29,953,942 $ 52,103,309 118 Page 185 of 650 City of Waterloo, Iowa Nonmajor Special Revenue Funds June 30, 2020 Special Revenue Funds account for the proceeds of specific revenue sources that are legally or contractually restricted for particular purposes. The proceeds are segregated into individual funds to ensure that expenditures are made exclusively for qualified purposes, as follows: Nonmajor: Local Option Tax Fund: This fund is used to account for resources provided from a 1% sales tax approved by the citizens of Waterloo which is restricted for the construction, reconstruction and repair of City streets. Library Tax Levy Fund: This fund is used to account for property taxes levied, as passed by local referendum, to be used to increase the hours of operation of the Waterloo Public Library. Community Development Block Grant Fund: This fund accounts for revenue received under the Community Development Block Grant federal entitlement. Housing Programs Fund: This fund is used to account for resources received to provide housing assistance, primarily Federal Section 8 and Ridgeway Towers. Grants Fund: This fund is used to account for resources received for various federal and Iowa funded projects which are not accounted for elsewhere and are restricted to specific programs. Federal Aviation Agency Projects Fund: This fund is used to account for resources from the Federal Aviation Agency and Passenger Facility Charges restricted for airport development. Iowa Reinvestment District Fund: This fund is used to account for resources received from the State of Iowa to reinvest sales tax monies to improve the quality of life for the City of Waterloo's citizens and substantially benefit the community, region and state. 119 Page 186 of 650 City of Waterloo, Iowa Combining Balance Sheet Nonmajor Special Revenue Funds June 30, 2020 Community Local Option Library Development Sales Tax Tax Levy Block Grant Assets Cash and cash equivalents $ 11,166,037 $ 531,537 $ 700 Receivables: Customer accounts - - - Property taxes: Delinquent - 12,486 Succeeding year - 609,009 - Accrued interest 132 8 12,315 Due from other governments: Federal - - 271,646 Iowa 2,231,744 - - Other 55,328 5,641 Inventories and prepaids - - Restricted cash and cash equivalents - - Advances to other funds 13,598 7,825 - Total assets $ 13,466,839 $ 1,166,506 $ 284,661 Liabilities,Deferred Inflows of Resources and Fund Balances(Deficit) Liabilities: Accounts payable $ 545,236 $ $ 36,238 Retainages payable 65,298 2,204 Accrued liabilities 43,284 23,614 24,043 Due to other funds - - 194,578 Compensated absences - 2,793 2,626 Payable from restricted assets - - - Unearned revenue - - - Totalliabilities 653,818 26,407 259,689 Deferred inflows of resources: Unavailable revenue-property taxes - 621,495 - Unavailable revenue-local option sales tax 1,390,205 - - Unavailable revenue-intergovernmental - - 89,882 Total deferred inflows of resources 1,390,205 621,495 89,882 Fund balances(deficit): Nonspendable - - - Restricted 9,268,407 425,857 Assigned 2,154,409 92,747 Unassigned - - (64,910) Total fund balances(deficit) 11,422,816 518,604 (64,910) Total liabilities,deferred inflows of resources and fund balances(deficit) $ 13,466,839 $ 1,166,506 $ 284,661 120 Page 187 of 650 Special Revenue Federal Aviation Iowa Housing Programs Grants Agency Projects Reinvestment District Total $ 2,515,996 $ $ $ 30,407 $ 14,244,677 22,502 - 22,502 - 12,486 - 609,009 26 12,481 19,126 281,745 - 572,517 - 1,350,161 49,326 67,519 3,698,750 - - - - 60,969 16,980 - - 16,980 2,515,024 55,275 307,274 2,877,573 - - - - 21,423 $ 5,089,654 $ 1,405,436 $ 638,345 $ 97,926 $ 22,149,367 $ 27,387 $ 338,628 $ 8,820 $ - $ 956,309 - 62 - - 67,564 26,273 - - - 117,214 - 306,587 536,985 - 1,038,150 3,613 - - - 9,032 33,926 - - 33,926 156,067 264,489 - - 420,556 247,266 909,766 545,805 - 2,642,751 - - - - 621,495 - - - 1,390,205 866,161 319,100 14,000 1,289,143 - 866,161 319,100 14,000 3,300,843 16,980 - - 16,980 4,825,408 55,275 307,274 82,520 14,964,741 - - - 1,406 2,248,562 - (425,766) (533,834) - (1,024,510) 4,842,388 (370,491) (226,560) 83,926 16,205,773 $ 5,089,654 $ 1,405,436 $ 638,345 $ 97,926 $ 22,149,367 121 Page 188 of 650 City of Waterloo, Iowa Combining Statement of Revenues, Expenditures and Changes in Fund Balances (Deficit) Nonmajor Special Revenue Funds Year Ended June 30, 2020 Community Local Option Library Development Sales Tax Tax Levy Block Grant Revenues: Property taxes $ - $ 628,045 $ Othertaxes 10,270,870 23,036 Investment income 88,875 3,670 Rent - - Intergovernmental 1,842,902 Charges for services - 56,261 Miscellaneous 16,128 - - Total revenues 10,375,873 654,751 1,899,163 Expenditures: Current: Public works 10,187,884 - - Culture and recreation - 570,159 - Community and economic development - - 1,516,407 General government 50,022 2,176 Capital outlay - - - Total expenditures 10,237,906 570,159 1,518,583 Excess of revenues over expenditures 137,967 84,592 380,580 Other financing uses,transfers out - - - Total other financing uses - - - Change in fund balance(deficit) 137,967 84,592 380,580 Fund balances(deficit),beginning of year 11,284,849 434,012 (445,490) Fund balances(deficit),end of year $ 11,422,816 $ 518,604 $ (64,910) 122 Page 189 of 650 Special Revenue Federal Aviation Iowa Housing Programs Grants Agency Projects Reinvestment District Total $ - $ $ - $ $ 628,045 - - 10,293,906 19,915 2,542 1,001 116,003 185,792 - - 185,792 5,903,966 1,468,485 85,207 233,415 9,533,975 51,452 - 67,170 - 174,883 3,373 - - - 19,501 6,164,498 1,468,485 154,919 234,416 20,952,105 - 560,588 412,435 - 11,160,907 - 19,302 - 589,461 6,073,884 102,636 - - 7,692,927 - 2,192 490 54,880 6,073,884 684,718 412,435 490 19,498,175 90,614 783,767 (257,516) 233,926 1,453,930 - - (216,028) (216,028) - - (216,028) (216,028) 90,614 783,767 (257,516) 17,898 1,237,902 4,751,774 (1,154,258) 30,956 66,028 14,967,871 $ 4,842,388 $ (370,491) $ (226,560) $ 83,926 $ 16,205,773 123 Page 190 of 650 City of Waterloo, Iowa Capital Projects Funds June 30, 2020 Capital Projects Funds account for the City's financial resources used for the acquisition or construction of major nonproprietary capital facilities. The City of Waterloo has capital projects funds as follows: Nonmajor: June 2013 GO Bonds Fund: This fund is used to account for proceeds from the 2013 general obligation bond sale until expended for the restricted purposes. June 2014 GO Bonds Fund: This fund is used to account for proceeds from the 2014 general obligation bond sale until expended for the restricted purposes. June 2015 GO Bonds Fund: This fund is used to account for proceeds from the 2015 general obligation bond sale until expended for the restricted purposes. June 2016 GO Bonds Fund: This fund is used to account for proceeds from the 2016 general obligation bond sale until expended for the restricted purposes. June 2017 GO Bonds Fund: This fund is used to account for proceeds from the 2017 general obligation bond sale until expended for the restricted purposes. June 2018 GO Bonds Fund: This fund is used to account for proceeds from the 2018 general obligation bond sale until expended for the restricted purposes. June 2019 GO Bonds Fund: This fund is used to account for proceeds from the 2019 general obligation bond sale until expended for the restricted purposes. June 2020 GO Bonds Fund: This fund is used to account for proceeds from the 2020 general obligation bond sale until expended for the restricted purposes. Capital Improvements Funds: This fund is used to account for the use of resources on governmental capital projects not accounted for in other capital projects funds and are restricted for specific projects. 124 Page 191 of 650 City of Waterloo, Iowa Combining Balance Sheet Capital Projects Funds June 30, 2020 June 2015 June 2016 June 2017 GO Bonds GO Bonds GO Bonds Assets Cash and cash equivalents $ $ 741,405 $ 2,134,532 Receivables,other - - Accrued interest 7 17 Total assets $ $ 741,412 $ 2,134,549 Liabilities, Deferred Inflows of Resources and Fund Balances(Deficit) Liabilities: Accounts payable $ $ 16,175 $ 543,423 Retainages payable 14,886 8,255 Due to other funds - - Total liabilities 31,061 551,678 Deferred inflows of resources, unavailable revenue—other - - Fund balances(deficit): Restricted 710,351 1,582,871 Unassigned - - Total fund balances(deficit) 710,351 1,582,871 Total liabilities,deferred inflows of resources and fund balances(deficit) $ $ 741,412 $ 2,134,549 125 Page 192 of 650 June 2018 June 2019 June 2020 Capital GO Bonds GO Bonds GO Bonds Improvements $ 4,600,946 $ 8,182,576 $ 13,327,369 $ - - - - 966,923 40 54 73 $ 4,600,986 $ 8,182,630 $ 13,327,442 $ 966,923 $ 200,025 $ 515,431 $ 183,765 $ 401,332 69,164 63,045 8,268 27,871 - - - 2,157,147 269,189 578,476 192,033 2,586,350 - - - 966,923 4,331,797 7,604,154 13,135,409 63,720 - - (2,650,070) 4,331,797 7,604,154 13,135,409 (2,586,350) $ 4,600,986 $ 8,182,630 $ 13,327,442 $ 966,923 126 Page 193 of 650 City of Waterloo, Iowa Combining Statement of Revenues, Expenditures and Changes in Fund Balances (Deficit) Capital Projects Funds Year Ended June 30, 2020 June 2015 June 2016 June 2017 GO Bonds GO Bonds GO Bonds Revenues: Investment income $ 7,910 $ 25,255 $ 44,367 Miscellaneous - - - Total revenues 7,910 25,255 44,367 Expenditures: General government - - - Debt service: Principal - - Interest expense - 1,487 - Capital outlay 907,984 2,220,683 3,634,874 Total expenditures 907,984 2,222,170 3,634,874 Revenues under expenditures (900,074) (2,196,915) (3,590,507) Other financing sources: Transfers in - Bond premium Issuance of long-term debt Total other financing sources Net change in fund balances(deficit) (900,074) (2,196,915) (3,590,507) Fund balances(deficit),beginning of year 900,074 2,907,266 5,173,378 Fund balances(deficit),end of year $ - $ 710,351 $ 1,582,871 127 Page 194 of 650 June 2018 June 2019 June 2020 Capital GO Bonds GO Bonds GO Bonds Improvements Total $ 55,345 $ 136,279 $ 73 $ - $ 269,229 - - - 1,160,398 1,160,398 55,345 136,279 73 1,160,398 1,429,627 - - - 9,140 9,140 - - 901,429 901,429 - 13 150,598 98,571 250,669 2,308,750 2,696,975 143,626 5,278,612 17,191,504 2,308,750 2,696,988 294,224 6,287,752 18,352,742 (2,253,405) (2,560,709) (294,151) (5,127,354) (16,923,115) - 4,266,272 4,266,272 399,560 - 399,560 13,030,000 - 13,030,000 13,429,560 4,266,272 17,695,832 (2,253,405) (2,560,709) 13,135,409 (861,082) 772,717 6,585,202 10,164,863 - (1,725,268) 24,005,515 $ 4,331,797 $ 7,604,154 $ 13,135,409 $ (2,586,350) $ 24,778,232 128 Page 195 of 650 City of Waterloo, Iowa Fiduciary Funds June 30, 2020 Fiduciary Funds account for assets held by a governmental unit in a trustee capacity or as an agent for individuals, private organizations, other governmental units and/or other funds. The City of Waterloo has the following fiduciary fund: Agency Fund: This fund is used to account for property taxes collected on behalf of the Metropolitan Transit Agency, Grout Museum District, Water Works kill water assessments and building permits passed through to Black Hawk County. 129 Page 196 of 650 City of Waterloo, Iowa Statement of Changes in Assets and Liabilities Agency Fund Year Ended June 30, 2020 Balance Balance June 30, June 30, 2019 Additions Deletions 2020 Assets,cash $ $ 2,105,053 $ 2,105,053 $ Liabilities,due to private entities $ $ 2,105,053 $ 2,105,053 $ - 130 Page 197 of 650 City of Waterloo, Iowa Statistical Section This part of the City of Waterloo's comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the City's overall financial health. Contents Paqe Financial Trends These schedules contain trend information to help the reader understand how the City's financial performance and well-being have changed over time. 132 Revenue Capacity These schedules contain information to help the reader assess the City's most significant local revenue source, the property tax. 137 Debt Capacity These schedules present information to help the reader assess the affordability of the City's current levels of outstanding debt and the City's ability to issue additional debt in the future. 141 Demographic and Economic Information These schedules offer demographic and economic indicators to help the reader understand the environment within which the City's financial activities take place. 146 Operating Information These schedules contain service and infrastructure data to help the reader understand how the information in the City's financial report relates to the services the city provides and the activities it performs. 148 Sources: Unless otherwise noted, the information in these schedules is derived from the comprehensive annual financial reports for the relevant year. The city implemented GASB Statement 34 in fiscal 2003; therefore, schedules presenting government-wide information include information beginning in that year. 131 Page 198 of 650 City of Waterloo,Iowa Net Position by Component Last Ten Fiscal Years (accrual basis of accounting) 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Governmental activities Net investment in capital assets $243,084,776 $250,819,314 $264,695,106 $273,871,470 $307,415,275 $316,701,068 $306,360,558 $313,405,227 $320,748,412 $338,162,674 Restricted 28,098,845 31,552,558 30,823,956 30,579,471 30,438,501 20,032,995 55,182,022 52,436,491 53,863,633 44,923,907 Unrestricted 9,823,688 9,694,131 7,214,587 8,998,045 (31,681,588) (23,683,497) (31,089,693) (40,527,523) (43,479,555) (45,440,432) Total governmental activities net position $281,007,309 $292,066,003 $302,733,649 $313,448,986 $306,172,188 $313,050,566 $330,452,887 $325,314,195 $331,132,490 $337,646,149 Business-type activities Net investment in capital assets $ 67,576,579 $ 71,243,134 $ 74,508,694 $ 79,920,865 $ 78,270,214 $ 79,522,665 $ 79,180,253 $ 82,504,631 $ 81,369,121 $ 87,857,186 Restricted 3,170,694 1,655,694 1,383,659 1,310,099 727,235 672,515 672,515 672,515 47,826 19,491 Unrestricted 13,086,820 14,659,699 14,202,857 11,445,832 11,638,646 12,025,408 14,478,547 9,375,653 14,702,034 13,571,612 Total business-type activities net position $ 83,834,093 $ 87,558,527 $ 90,095,210 $ 92,676,796 $ 90,636,095 $ 92,220,588 $ 94,331,315 $ 92,552,799 $ 96,118,981 $101,448,289 Primary government Net investment in capital assets $310,661,355 $322,062,448 $339,203,800 $353,792,335 $385,685,489 $396,223,733 $385,540,811 $395,909,858 $402,117,533 $426,019,860 Restricted 31,269,539 33,208,252 32,207,615 31,889,570 31,165,736 20,705,510 55,854,537 53,109,006 53,911,459 44,943,398 Unrestricted 22,910,508 24,353,830 21,417,444 20,443,877 (20,042,942) (11,658,089) (16,611,146) (31,151,870) (28,777,521) (31,868,820) Total primary government net position $364,841,402 $379,624,530 $392,828,859 $406,125,782 $396,808,283 $405,271,154 $424,784,202 $417,866,994 $427,251,471 $439,094,438 132 Page 199 of 650 City of Waterloo,Iowa Changes in Net Position Last Ten Fiscal Years (accrual basis of accounting) (Page 1 of 2) 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Expenses Governmental activities: Public safety $ 29,629,282 $ 30,037,249 $ 31,913,280 $ 31,773,269 $ 25,988,767 $ 34,120,160 $ 33,735,948 $ 20,828,929 $ 33,071,755 $ 38,539,492 Public works 23,276,707 23,297,561 24,938,888 28,911,525 29,570,277 29,670,192 35,579,527 34,150,050 27,415,746 27,453,883 Health and social services 257,618 278,589 299,282 368,173 325,607 295,088 381,203 369,832 279,470 265,757 Culture and recreation 10,080,005 10,515,120 10,491,266 11,315,704 11,676,287 11,950,688 15,012,599 12,667,184 12,573,777 11,297,723 Community and economic development 16,675,218 16,138,333 14,129,616 12,910,299 13,190,672 13,753,669 12,860,289 17,417,572 11,593,102 11,778,352 General government 4,860,959 4,219,355 3,714,993 2,749,672 4,869,696 5,247,593 10,421,434 10,174,531 9,049,085 9,792,001 Interest on long-term debt 2,639,047 2,459,710 2,680,614 2,349,054 2,208,744 2,048,517 2,175,284 2,385,499 2,452,792 2,413,402 Total governmental activities expenses 87,418,836 86,945,917 88,167,939 90,377,696 87,830,050 97,085,907 110,166,284 97,993,597 96,435,727 101,540,610 Business-type activities: Sanitary sewer 10,437,723 9,730,465 10,033,041 9,811,929 12,518,569 14,018,836 13,635,403 13,107,645 12,254,389 12,287,197 Sanitation 3,408,358 3,680,500 3,640,314 3,215,663 3,612,307 3,921,263 4,050,778 4,166,465 4,196,226 4,963,445 Total business-type activities expenses 13,846,081 13,410,965 13,673,355 13,027,592 16,130,876 17,940,099 17,686,181 17,274,110 16,450,615 17,250,642 Total primary government expenses $101,264,917 $100,356,882 $101,841,294 $103,405,288 $103,960,926 $115,026,006 $127,852,465 $115,267,707 $112,886,342 $118,791,252 Program Revenue Governmental activities: Charges for services: Public safety $ 3,874,275 $ 3,602,246 $ 3,683,489 $ 3,800,273 $ 4,018,731 $ 4,325,957 $ 4,231,224 $ 4,410,854 $ 4,460,965 $ 7,036,405 Public works 1,984,786 2,224,870 2,192,414 2,802,925 2,498,057 1,284,289 2,474,497 3,641,744 2,451,369 2,337,247 Culture and recreation 2,339,044 2,592,204 2,492,426 3,010,899 3,361,891 3,645,647 3,538,243 3,503,643 3,370,198 3,213,303 Other activities 1,229,991 1,268,316 1,489,631 1,531,761 1,667,019 769,733 1,574,497 1,284,986 1,438,591 1,351,116 Operating grants and contributions 16,376,376 16,603,449 14,967,188 11,938,221 11,335,064 18,581,010 13,138,910 11,617,786 12,380,601 12,158,925 Capital grants and contributions 9,832,416 10,720,735 9,364,734 12,668,122 39,116,737 9,065,137 35,704,168 12,757,084 8,651,622 7,151,415 Total governmental activities program revenue 35,636,888 37,011,820 34,189,882 35,752,201 61,997,499 37,671,773 60,661,539 37,216,097 32,753,346 33,248,411 Business-type activities: Charges for services: Sanitary sewer 13,283,908 13,147,754 12,285,502 12,845,301 12,661,602 14,277,752 15,235,503 13,208,176 14,802,101 16,657,811 Sanitation 3,446,332 3,572,238 3,615,787 3,609,500 3,585,270 3,650,271 3,820,281 3,738,070 3,747,590 5,044,236 Operating grants and contributions: Sanitary sewer 125,802 54,041 - - 24,236 1,892 206,145 37,055 - 2,005 Sanitation 399,000 215,584 273,869 272,755 274,324 273,624 290,513 273,624 273,624 273,857 Capital grants and contributions: Sanitary sewer 81,302 82,443 - - - 1,271,776 192,977 145,656 310,250 356,837 Sanitation 560 13,585 Total business-type activities program revenue 17,336,344 17,072,620 16,188,743 16,727,556 16,545,432 19,475,315 19,745,419 17,402,581 19,133,565 22,334,746 Total primary government program revenue $ 52,973,232 $ 54,084,440 $ 50,378,625 $ 52,479,757 $ 78,542,931 $ 57,147,088 $ 80,406,958 $ 54,618,678 $ 51,886,911 $ 55,583,157 Net Governmental activities $ (51,781,948) $ (49,934,097) $ (53,978,057) $ (54,625,495) $ (25,832,551) $ (59,414,134) $ (49,504,745) $ (60,777,500) $ (63,682,381) $ (68,292,199) Business-type activities 3,490,263 3,661,655 2,515,388 3,699,964 414,556 1,535,216 2,059,238 128,471 2,682,950 5,084,104 Total primary government net expense $ (48,291,685) $ (46,272,442) $ (51,462,669) $ (50,925,531) $ (25,417,995) $ (57,878,918) $ (47,445,507) $ (60,649,029) $ (60,999,431) $ (63,208,095) 133 Page 200 of 650 City of Waterloo,Iowa Changes in Net Position Last Ten Fiscal Years (accrual basis of accounting) (Page 2 of 2) 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 General Revenue and Other Changes in Net Position Governmental activities: Taxes: Property taxes $ 41,028,851 $ 42,822,680 $ 45,536,650 $ 44,585,915 $ 45,514,979 $ 46,327,997 $ 46,530,686 $ 47,404,667 $ 47,722,089 $ 49,332,480 Other taxes 14,566,088 14,844,322 15,142,297 16,745,434 17,471,721 17,554,079 17,260,380 17,239,619 18,757,207 19,039,780 Investment earnings 152,078 54,485 45,578 117,515 180,123 187,046 339,895 842,018 1,468,222 978,205 Miscellaneous 2,879,152 3,315,471 3,925,918 2,748,468 1,108,633 2,034,957 2,741,240 4,592,600 2,186,481 5,455,393 Gain on sale of assets - - - - - 188,433 34,865 - - - Transfers 70,231 (44,167) (4,740) (2,035) (633,323) Total governmental activities 58,696,400 60,992,791 64,645,703 64,197,332 64,273,421 66,292,512 66,907,066 70,078,904 69,500,676 74,805,858 Business-type activities: Investment earnings 21,055 18,612 16,555 25,122 39,714 49,277 51,489 104,439 246,059 205,504 Gain(loss)on sale of assets - - - - 1,711 - - 46,298 3,850 39,700 Transfers (70,231) 44,167 4,740 2,035 633,323 Total business-type activities (49,176) 62,779 21,295 25,122 43,460 49,277 51,489 150,737 883,232 245,204 Total primary government $ 58,647,224 $ 61,055,570 $ 64,666,998 $ 64,222,454 $ 64,316,881 $ 66,341,789 $ 66,958,555 $ 70,229,641 $ 70,383,908 $ 75,051,062 Changes in Net Position Governmental activities $ 6,914,452 $ 11,058,694 $ 10,667,646 $ 10,715,337 $ 38,440,870 $ 6,878,378 $ 17,402,321 $ 9,301,404 $ 5,818,295 $ 6,513,659 Business-type activities 3,441,087 3,724,434 2,536,683 2,581,586 458,016 1,584,493 2,110,727 279,208 3,566,182 5,329,308 Total primary government $ 10,355,539 $ 14,783,128 $ 13,204,329 $ 13,296,923 $ 38,898,886 $ 8,462,871 $ 19,513,048 $ 9,580,612 $ 9,384,477 $ 11,842,967 134 Page 201 of 650 City of Waterloo,Iowa Fund Balances-Governmental Funds Last Ten Fiscal Years (modified accrual basis of accounting) 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 General Fund Nonspendable $ 310,432 $ 326,276 $ 322,077 $ 392,741 $ 323,781 $ 267,413 $ 197,324 $ 528,775 $ 392,145 $ 584,290 Restricted 3,602,691 3,438,392 5,497,065 8,667,499 9,109,347 10,390,434 8,565,653 7,839,825 6,384,873 5,888,663 Committed 662,415 - - 36,595 - - - 33,004 154,511 229,791 Assigned 4,878,877 4,802,837 5,318,721 4,430,460 4,848,307 5,007,033 5,410,593 5,902,856 5,465,413 5,633,149 Unassigned 8,417,600 9,644,699 8,907,668 10,184,876 10,224,959 9,836,132 9,546,862 9,479,091 10,277,115 11,188,047 Total general fund $ 17,872,015 $ 18,212,204 $ 20,045,531 $ 23,712,171 $ 24,506,394 $ 25,501,012 $ 23,720,432 $ 23,783,551 $ 22,674,057 $ 23,523,940 All Other Governmental Funds Nonspendable $ 208,100 $ 297,516 $ 233,192 $ 466,165 $ 298,880 $ 290,117 $ 261,770 $ 131,211 $ 219,283 $ 140,959 Restricted 39,357,168 42,286,946 42,907,706 28,709,385 38,887,421 47,673,892 75,498,203 66,401,834 73,478,029 66,733,675 Assigned 2,322,606 2,332,997 2,370,221 80,148 2,396,279 2,424,601 2,458,279 2,549,694 2,763,872 2,910,389 Unassigned (5,150,315) (7,161,884) (4,608,778) (1,929,863) (5,711,850) (4,495,025) (3,347,626) (3,091,717) (3,681,465) (3,674,580) Total all other governmental funds $ 36,737,559 $ 37,755,575 $ 40,902,341 $ 27,325,835 $ 35,870,730 $ 45,893,585 $ 74,870,626 $ 65,991,022 $ 72,779,719 $ 66,110,443 GASB Statement No.54,Fund Balance Reporting and Governmental Fund Type Definitions,implemented in fiscal year 2011. 135 Page 202 of 650 City of Waterloo,Iowa Changes in Fund Balances-Governmental Funds Last Ten Fiscal Years (modified accrual basis of accounting) 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Revenue Property taxes $ 41,013,565 $ 42,864,091 $ 45,485,229 $ 44,623,905 $ 45,440,607 $ 46,259,411 $ 46,530,686 $ 47,404,667 $ 47,720,396 $ 48,086,079 Other taxes 14,703,052 15,460,718 14,683,459 16,946,689 17,599,304 17,309,079 17,541,380 17,239,619 18,764,207 18,227,575 Licenses and permits 1,236,912 1,119,886 1,128,513 1,350,599 1,413,739 1,491,131 1,543,716 1,364,662 1,454,547 1,466,645 Investment income 152,078 54,485 45,578 117,515 183,938 187,047 339,895 842,018 1,468,222 978,205 Rent* 1,094,271 1,186,419 1,191,376 1,263,682 1,293,559 1,235,525 1,257,433 1,219,786 1,273,336 1,350,265 Intergovernmental 30,092,432 25,596,988 27,797,797 23,425,271 28,647,425 26,670,622 43,647,665 20,141,757 24,374,718 19,595,972 Charges for services* 6,397,007 6,748,285 6,512,462 6,894,308 7,371,370 8,142,707 8,025,850 8,088,333 7,923,398 10,018,667 Interfund charges for service 2,134,553 1,935,000 1,935,000 1,935,000 1,935,000 1,935,000 2,185,000 2,255,000 2,180,000 2,180,000 Special assessments 47,171 93,870 124,467 139,408 127,266 138,434 133,943 176,382 201,637 126,258 Miscellaneous 3,292,228 3,702,763 4,503,173 3,425,567 2,760,949 2,032,729 1,765,900 3,249,040 2,776,159 3,689,350 Total revenue 100,163,269 98,762,505 103,407,054 100,121,944 106,773,157 105,401,685 122,971,468 101,981,264 108,136,620 105,719,016 Expenditures Current: Public safety 27,686,410 29,272,717 30,517,147 30,865,364 30,588,630 31,380,988 30,518,380 30,733,487 32,108,023 34,004,492 Public works 19,761,835 25,565,737 26,286,055 29,009,814 34,515,685 26,664,570 19,526,031 22,895,182 14,212,521 22,136,849 Health and social services 325,730 346,952 370,275 365,847 407,060 375,769 379,958 365,193 276,922 270,460 Culture and recreation 8,960,633 9,396,914 9,134,554 9,835,758 10,633,238 10,837,983 10,616,332 10,580,629 10,353,767 9,906,832 Community and economic development 15,740,405 13,794,104 13,555,391 12,966,402 11,783,311 13,483,447 12,265,460 10,508,576 11,442,804 12,583,363 General government 5,623,650 4,956,104 3,980,405 2,468,932 5,459,817 5,671,640 10,042,300 8,894,390 8,483,284 9,627,947 Debt service Principal 9,565,662 8,623,207 8,708,554 8,886,944 9,659,890 11,314,503 9,698,561 11,336,261 10,379,792 14,523,780 Interest and fees 2,623,038 2,536,705 2,377,108 2,300,105 2,023,366 2,169,997 2,268,663 2,514,761 2,502,968 2,661,551 Capital outlay 11,792,357 14,140,916 9,646,195 14,033,868 11,855,746 12,835,209 19,625,850 23,921,255 23,189,451 25,658,879 Total expenditures 102,079,720 108,633,356 104,575,684 110,733,034 116,926,743 114,734,106 114,941,535 121,749,734 112,949,532 131,374,153 Revenue over(under)expenditures (1,916,451) (9,870,851) (1,168,630) (10,611,090) (10,153,586) (9,332,421) 8,029,933 (19,768,470) (4,812,912) (25,655,137) Other financing sources(uses) Transfers in 13,368,149 14,206,860 12,765,878 11,006,208 10,276,970 14,882,427 11,857,853 13,154,342 11,910,365 14,897,791 Transfers out (13,297,918) (14,206,860) (12,765,878) (11,006,208) (10,276,970) (14,882,427) (11,857,853) (13,154,342) (11,910,365) (14,897,791) Insurance proceeds 138,157 19,968 173,397 356,454 1,400 766,470 1,624,380 1,112,624 - 1,659,358 Proceeds from sale of assets 221,807 - 71,014 47,937 (6,168) 335,618 95,564 206,006 171,426 56,088 Refunding bonds issued 5,500,000 4,200,000 2,630,000 8,670,000 - - 1,425,000 - - Payment to refunded bond escrow agent (5,586,483) - (6,744,723) (8,806,014) - - (2,040,000) - - - Proceeds from debt issued 7,735,081 6,740,000 9,900,348 11,595,000 8,000,000 19,140,000 19,210,000 8,090,000 10,000,000 17,675,000 Bond discounts and premiums 353,883 269,088 118,687 205,713 129,606 107,806 276,585 118,355 320,689 445,298 Total other financing sources(uses) 8,432,676 11,229,056 6,148,723 12,069,090 8,124,838 20,349,894 19,166,529 10,951,985 10,492,115 19,835,744 Net change in fund balances $ 6,516,225 $ 1,358,205 $ 4,980,093 $ 1,458,000 $ (2,028,748) $ 11,017,473 $ 27,196,462 $ (8,816,485) $ 5,679,203 $ (5,819,393) Debt service as a percentage of noncapital expenditures 13.5% 11.8% 13.2% 12.3% 13.2% 13.2% 12.6% 14.2% 14.4% 16.3% 136 Page 203 of 650 City of Waterloo,Iowa Assessed and Taxable Value of Property Last Ten Fiscal Years For Fiscal Less: Total Taxable Assessment Year Military Total Taxable Total Total Value as a Date Ended Residential Commercial Industrial TIF Other Tax-Exempt Assessed Direct Assessed Percentage of January 1, June 30, Property Property Property Property Property Property Value Tax Rate Value Assessed Value 2009 2011 1,119,328,144 786,637,586 99,943,010 136,188,661 106,874,812 7,498,605 2,241,473,608 18.26406 3,566,368,445 62.85% 2010 2012 1,166,201,221 781,318,790 100,090,080 150,383,839 111,996,683 7,253,351 2,302,737,262 18.53335 3,747,030,046 61.45% 2011 2013 1,251,445,651 813,065,056 121,443,090 179,551,015 111,367,841 6,985,742 2,469,886,911 18.20505 3,738,165,467 66.07% 2012 2014 1,316,533,993 800,057,810 122,324,860 183,333,664 111,068,231 6,742,623 2,526,575,935 17.49319 3,762,106,346 67.16% 2013 2015 1,303,730,888 717,175,119 112,118,499 207,637,570 112,027,732 6,558,362 2,446,131,446 17.95159 3,629,362,635 67.40% 2014 2016 1,347,497,993 662,021,833 105,004,150 214,993,747 110,527,435 6,267,608 2,433,777,550 17.76370 3,656,417,436 66.56% 2015 2017 1,383,126,415 620,075,361 104,318,361 229,899,157 151,573,034 6,008,327 2,482,984,001 17.60522 3,770,142,165 65.86% 2016 2018 1,426,734,942 626,685,915 102,735,087 230,753,488 141,987,418 5,774,986 2,523,121,864 17.60000 3,797,591,542 66.44% 2017 2019 1,400,102,962 614,016,517 101,985,208 263,287,703 158,466,327 5,436,059 2,532,422,658 17.45595 3,858,553,457 65.63% 2018 2020 1,447,591,365 654,112,386 102,437,652 267,969,299 153,414,284 4,932,861 2,620,592,125 17.54799 3,945,324,830 66.42% Source:Black Hawk County Auditor. Notes: (1)Does not include tax-exempt property.Tax rates are per$1,000 of assessed value. (2)Property tax on machinery and equipment was phased out during the period FYE2001 through FYE2003. 137 Page 204 of 650 City of Waterloo, Iowa Property Tax Rates Direct and Overlapping Governments Last Ten Fiscal Years Overlapping Rates City of Waterloo Black Hawk County Schools Total Total Total Direct& Fiscal Operating Debt Total City Operating Debt County Operating Debt School Overlapping Year Millage Service Millage Millage Service Millage Millage Service Millage Other Rates 2011 14.92433 3.33973 18.26406 6.22972 0.44212 6.67184 15.43697 1.00000 16.43697 1.38794 42.76081 2012 15.16068 3.37267 18.53335 5.92415 0.67322 6.59737 15.28141 1.00000 16.28141 1.28109 42.69322 2013 15.03346 3.17159 18.20505 5.59849 0.64144 6.23993 14.80265 1.00000 15.80265 1.33770 41.58533 2014 14.39276 3.10043 17.49319 5.39234 0.62882 6.02116 13.12135 2.60683 15.72818 1.36950 40.61203 2015 14.74920 3.20239 17.95159 5.52447 0.59472 6.11919 13.28631 2.68895 15.97526 1.35851 41.40455 2016 14.50433 3.25937 17.76370 5.43985 1.30832 6.74817 12.92607 2.69825 15.62432 1.34988 41.48607 2017 14.44418 3.16104 17.60522 5.48507 0.96070 6.44577 12.72660 2.67340 15.40000 1.33315 40.78414 2018 14.48927 3.11073 17.60000 5.60805 0.80702 6.41507 12.33034 2.65121 14.98155 1.33495 40.33157 2019 14.46767 2.98828 17.45595 5.96158 0.73145 6.69303 11.96864 2.60324 14.57188 1.36344 40.08430 2020 14.79204 2.75595 17.54799 5.72918 0.57445 6.30363 11.63832 2.56862 14.20694 1.43491 39.49347 Source: Black Hawk County Auditor. 138 Page 205 of 650 City of Waterloo, Iowa Principal Taxpayers Current Year and Nine Years Ago 2020 2011 Assessed Percentage of Assessed Percentage of Value Total Assessed Value Total Assessed Employer 1/1/2018 Rank Value 1/1/2009 Rank Value Deere and Company $ 49,624,982 1 1.26% $ 25,844,550 5 0.72% IOC Black Hawk County, Inc. 48,954,195 2 1.24% $ 73,670,230 2 2.07% Con Agra k/n/a Hunt Wesson, Inc. 29,970,738 3 0.76% 26,580,220 4 0.75% Ferguson Enterprises, Inc. 18,636,903 4 0.47% 24,732,360 7 0.69% VGM Management, Inc. 16,579,038 5 0.42% FDP WTC LLC 16,478,658 6 0.42% Tyson Fresh Meats(formerly IBP, Inc.) 15,925,244 7 0.40% 25,138,920 6 0.70% Bertch Cabinet Manufacturing, Inc. 14,318,676 8 0.36% 15,607,970 8 0.44% Walmart 12,011,454 9 0.30% -- -- -- Menards, Inc. 10,434,987 10 0.26% -- -- -- MidAmerican Energy - -- 131,420,956 1 3.69% Crossroads Realty LLC -- -- 40,083,710 3 1.12% Howard Allen Investments -- -- 13,418,490 9 0.38% Qwest Corporation (formerly US West) - -- 12,704,937 10 0.36% Total $ 232,934,875 5.90% $ 389,202,343 10.91% Source: Official Bond Statements prepared by Speer Financial, Inc. 139 Page 206 of 650 City of Waterloo, Iowa Property Tax Levies and Collections Last Ten Fiscal Years Percent of Percent of Assessment Fiscal Year Current Current Tax Delinquent Total Total Tax Date Ended Total Tax Collections Tax Tax Collections January 1, June 30, Tax Levy Collections To Tax Levy Collections Collections To Tax Levy 2009 2011 37,312,210 37,186,887 99.66% 34,746 37,221,633 99.76% 2010 2012 38,703,447 38,469,916 99.40% 20,895 38,490,811 99.45% 2011 2013 40,620,062 40,275,404 99.15% 18,966 40,294,370 99.20% 2011 2013 40,620,062 40,275,404 99.15% 18,966 40,294,370 99.20% 2013 2015 39,200,603 38,901,557 99.24% (362,370) - 38,539,187 98.31% 2014 2016 38,480,720 38,405,051 99.80% (176,170) - 38,228,881 99.35% 2014 2016 38,480,720 38,405,051 99.80% (176,170) - 38,228,881 99.35% 2016 2018 39,613,829 39,602,704 99.97% 8,658 39,611,362 99.99% 2017 2019 38,984,631 38,980,335 99.99% 21,994 39,002,329 100.05% 2018 2020 40,639,192 40,122,621 98.73% 34,427 40,157,048 98.81% Source: Black Hawk County Auditor's office. Current year tax collections can exceed the total tax levy in certain instances, such as when property valuation adjustments are made after the tax levy certifications are completed. Information regarding changes to levies and the years that delinquent payments are attributable is not available to the City. A number of property valuation appeals for the valuation at the January 1,2011 assessment date were settled during the fiscal years ended June 30, 2014, 2015 and 2016 which resulted in refunds owed for prior taxes paid on those properties. Black Hawk County netted those refunds from delinquent taxes paid to the City, resulting in negative delinquent tax collections. 140 Page 207 of 650 City of Waterloo,Iowa Ratios of Outstanding Debt by Type Last Ten Fiscal Years Governmental Activities Business-Type Activities General General Obligation General Total Percentage Fiscal Obligation Capital Loan Capital Other Obligation Revenue Capital Other Primary of Personal Per Year Bonds Notes Leases Debt Bonds Bonds Leases Debt Government Income* Capita' 2011 65,772,821 2,806,900 20,062,809 7,655,000 96,297,530 3.85% 1,408 2012 68,651,784 2,111,193 20,870,997 4,727,951 96,361,925 3.82% 1,411 2013 65,966,220 2,524,312 24,400,407 3,119,608 96,010,547 3.58% 1,404 2014 69,226,920 2,281,997 22,253,712 1,914,460 95,677,089 3.38% 1,399 2015 67,833,111 2,061,307 25,804,346 719,286 96,418,050 3.37% 1,409 2016 75,897,719 1,934,063 23,198,824 142,604 101,173,210 3.59% 1,479 2017 83,682,844 1,788,702 21,692,273 - 107,163,819 3.78% 1,566 2018 81,969,301 8,019,724 19,136,397 1,534,000 110,659,422 3.81% 1,598 2019 82,879,508 6,905,931 16,583,131 2,091,522 108,460,092 3.65% 1,586 2020 87,276,792 5,862,152 14,541,676 2,030,495 109,711,115 3.40% 1,604 Note:Details regarding the city's outstanding debt can be found in the notes to the financial statements. "Personal income and population data can be found in the Schedule of Demographic and Economic Statistics. These ratios are calculated using personal income and population for the prior calendar year. 141 Page 208 of 650 City of Waterloo, Iowa Ratios of General Bonded Debt Outstanding Last Ten Fiscal Years Percentage of General Total Assessed Fiscal Obligation Assessed Value Value Per Year Bonds of Property of Property Capita* 2011 85,835,630 3,566,368,445 2.41% 1,255 2012 89,522,781 3,747,030,046 2.39% 1,309 2013 90,366,627 3,738,165,467 2.42% 1,321 2014 91,480,632 3,762,106,346 2.43% 1,337 2015 93,637,457 3,629,362,635 2.58% 1,369 2016 99,096,543 3,656,417,436 2.71% 1,449 2017 105,375,117 3,770,142,165 2.79% 1,540 2018 101,105,698 3,797,591,542 2.66% 1,478 2019 99,462,639 3,858,553,457 2.58% 1,454 2020 101,818,468 3,945,324,830 2.58% 1,488 Note: Details regarding the city's outstanding debt can be found in the notes to the financial statements. * Population data can be found in the Schedule of Demographic and Economic Statistics. 142 Page 209 of 650 City of Waterloo, Iowa Direct and Overlapping Governmental Activities Debt As of June 30, 2020 Estimated Estimated Percentage Share of Debt Applicable Overlapping Governmental Unit Outstanding To City* Debt City of Waterloo direct debt $ 93,138,944 100.00% $ 93,138,944 Overlapping: Black Hawk County $ 40,495,000 46.16% 18,692,492 Hawkeye Community College 2,000,000 27.30% 546,000 Subtotal, overlapping debt $ 42,495,000 $ 19,238,492 Total direct and overlapping debt $ 135,633,944 $ 112,377,436 Source: Black Hawk County Auditor Note: Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the city. This schedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents and businesses of the City of Waterloo. This process recognizes that, when considering the city's ability to issue and repay long-term debt, the entire debt burden borne by the residents and businesses should be taken into account. However, this does not imply that every taxpayer is a resident, and therefore responsible for repaying the debt, of each overlapping government. *The percentage of overlapping debt applicable is estimated using net taxable property values. Applicable percentages were estimated by determining the portion of the County's net value that is within the government's boundaries and dividing it by the County's total value. Source: Black Hawk County Auditor 143 Page 210 of 650 City of Waterloo Legal Debt Margin Information Last Ten Fiscal Years 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Debt Limit $ 178,318,423 $ 187,351,502 $ 186,908,273 $ 188,105,317 $ 181,167,349 $ 182,820,872 $ 188,507,108 $ 189,879,577 $ 192,927,673 $ 197,266,242 Total net debt applicable to limit 88,642,530 91,633,974 92,890,939 93,762,629 95,698,764 101,030,606 107,163,819 109,125,422 106,368,570 107,680,620 Legal debt margin $ 89,675,893 $ 95,717,528 $ 94,017,334 $ 94,342,688 $ 85,468,585 $ 81,790,266 $ 81,343,289 $ 80,754,155 $ 86,559,103 $ 89,585,622 Total net debt applicable to the limit as a percentage of debt limit 49.71% 48.91% 49.70% 49.02% 49.44% 49.44% 56.85% 55.26% 55.13% 54.59% Legal Debt Margin Calculation for Fiscal Year 2020: Estimated actual valuation(assessed)as of January 1,2018 $ 3,945,324,830 Debt limit(5%of total estimated actual valuation) 197,266,242 Debt applicable to debt limit: General obligation bonds 101,818,468 General obligation capital loan notes 5,862,152 Total net debt applicable to limit 107,680,620 Legal debt margin $ 89,585,622 Note: Under the State of Iowa Constitution,the city's outstanding general obligation debt should not exceed 5%of total assessed property value. 144 Page 211 of 650 City of Waterloo, Iowa Sewer Revenue Bond Coverage Last Ten Fiscal Years Less: Applicable Net Revenue Debt Fiscal Gross Operating Available for Service Year Revenue Expenses Debt Service Requirements Coverage 2011 13,468,610 7,041,089 6,427,521 2,059,323 3.1212 2012 13,217,083 6,450,294 6,766,789 1,655,847 4.0866 2013 12,312,670 6,803,784 5,508,886 1,659,883 3.3188 2014 12,863,347 8,069,660 4,793,687 1,259,403 3.8063 2015 12,716,670 9,894,071 2,822,599 1,233,703 2.2879 2016 14,261,375 11,319,925 2,941,450 592,413 4.9652 2017 15,229,015 11,307,231 3,921,784 144,200 29.2810 2018 13,362,514 9,263,755 4,098,759 66,469 61.6642 2019 15,003,350 8,433,566 6,569,784 193,738 33.9107 2020 16,835,257 8,462,090 8,373,167 230,600 36.3104 Note: Details regarding the city's outstanding debt can be found in the notes to the financial statements. Gross revenue includes both operating and non-operating revenue. Operating expenses do not include interest, depreciation or amortization of bond issue costs. 145 Page 212 of 650 City of Waterloo, Iowa Demographic and Economic Statistics Last Ten Calendar Years Per Capita Personal Personal Median Unemployment School Year Population' Income Income Age' Rate3 Enrollment4 2010 68,406 2,501,812,638 36,573 35.9 7.3% 10,020 2011 68,406 2,524,386,618 36,903 35.9 7.1% 10,103 2012 68,406 2,681,173,170 39,195 35.9 6.5% 10,239 2013 68,406 2,827,835,634 41,339 35.7 5.6% 10,483 2014 68,406 2,857,250,214 41,769 35.5 6.5% 10,611 2015 68,406 2,817,779,952 41,192 35.8 5.4% 10,445 2016 68,406 2,837,344,068 41,478 36.2 4.8% 10,357 2017 68,406 2,871,842,930 42,186 36.5 4.7% 10,401 2018 68,406 2,967,454,000 43,452 36.6 2.6% 10,297 2019 68,406 3,226,287,180 47,623 37.0 3.7% 10,380 N/A= Not available. Sources: ' 2000 and 2010 U.S. Census 2 U.S. Department of Commerce, Bureau of Economic Analysis 3 Iowa Workforce Development 4 Waterloo Community Schools 146 Page 213 of 650 City of Waterloo, Iowa Principal Area Employers Current Year and Nine Years Ago 2020 2011 Percentage Percentage of Total City of Total City Employer Employees Rank Employment Employees Rank Employment Deere&Company 5,600 1 16.99% 5,300 1 15.78% Tyson Fresh Meats 2,980 2 9.04% 2,500 3 7.44% Mercy One(formerly Wheaton Franciscan) 2,655 3 8.06% 2,680 2 7.98% University of Northern Iowa 1,735 4 5.27% 1,850 5 5.51% Waterloo Community Schools 1,730 5 5.25% 1,560 6 4.65% Unity Point Health (formerly Allen Hospital) 1,500 6 4.55% 2,080 4 6.19% Hy-Vee 1,200 7 3.64% 1,130 8 3.36% VGM Group 1,055 8 3.20% -- -- -- Western Home Communities 960 9 2.91% -- -- -- Omega Cabinets Ltd 950 10 2.88% - - -- Area Education Agency 267 - - - 1,150 7 3.42% GMAC Mortgage Corp. -- -- -- 805 9 2.40% Bertch Cabinet Manufacturing - - - 775 10 2.31% Total 20,365 61.80% 19,830 56.74% Source: Official Bond Statements from Speer Financial, Inc. 147 Page 214 of 650 City of Waterloo,Iowa Full-Time Equivalent City Government Employees by Function/Program Last Ten Fiscal Years Function/Program 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Public Safety Police 139.0 138.0 131.0 130.0 130.0 130.0 130.0 129.0 129.0 129.0 Fire 114.5 112.5 109.5 108.5 106.5 109.5 107.5 104.5 108.5 106.5 Building Inspection 10.5 12.5 12.5 12.5 13.5 13.5 13.0 11.0 12.0 17.0 Public Works City Engineer 18.0 20.0 20.0 20.0 20.0 20.0 20.0 21.0 21.0 18.0 Traffic 12.0 12.0 15.0 16.0 16.0 14.0 15.0 14.0 15.0 15.5 Central Garage 9.0 9.0 9.0 10.0 10.0 9.0 9.0 9.0 7.0 8.0 Street 37.0 38.0 36.0 34.0 37.0 35.0 36.0 35.0 38.0 38.0 Airport 5.5 6.0 5.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Health&Social Services Human Rights 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Culture&Recreation Cultural&Arts 14.0 14.5 13.0 11.0 13.0 12.0 13.0 10.0 10.0 12.0 Library 24.5 24.5 25.0 25.0 24.5 24.0 23.5 22.5 22.0 22.0 Leisure Services 40.0 39.0 36.0 40.0 43.0 42.0 41.0 43.0 42.0 40.0 Community&Economic Development Community Planning&Development 24.0 24.0 22.0 23.0 23.0 22.0 21.0 22.0 22.0 19.0 General Government Mayor's Office 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 Info Tech 2.0 2.0 1.0 1.0 1.0 2.0 4.0 5.0 4.0 5.0 City Clerk&Finance 13.0 13.0 14.0 14.0 12.0 12.0 9.0 10.0 10.0 10.0 City Attorney/Code Enforcement 1.5 1.5 1.5 1.5 1.5 6.0 6.0 6.0 6.0 6.0 Human Resources 3.0 3.0 3.0 3.0 3.0 3.0 4.0 4.0 4.0 4.0 Facilities Maintenance 3.0 3.0 3.0 4.0 4.0 4.0 4.0 5.0 4.0 4.0 Waste Management Services Sewer 32.0 35.0 33.9 41.0 39.0 40.0 39.0 36.0 38.0 38.0 Sanitation 15.0 14.0 17.1 13.0 17.0 13.0 13.0 13.0 11.0 13.0 Total 521.5 525.5 511.5 517.5 524.0 521.0 518.0 510.0 513.5 515.0 Source:City Human Resources Department records. 148 Page 215 of 650 City of Waterloo,Iowa Operating Indicators by Function/Program Last Ten Fiscal Years (Page 1 of 2) Function/Program 2012 2013 2014 2015 2016 2017 2018 2019 2020 Public Safety Police" Traffic accidents 1,630 1,598 1,839 1,726 1,607 1,633 1,441 1,527 1,235 Cases 11,591 11,344 11,298 11,111 10,110 9,683 8,930 9,103 8,028 Citations 7,271 6,448 6,989 5,060 4,917 3,947 3,748 4,195 3,681 Calls for service 80,872 75,626 77,161 67,717 61,944 60,652 50,773 50,986 47,979 Total arrests 5,244 4,984 4,931 4,728 4,004 3,874 3,444 3,496 2,777 Fire Fire responses 4,307 4,622 5,011 5,129 5,232 5,638 5,542 5,623 5,233 Ambulance responses 6,062 6,997 6,729 6,830 6,650 7,036 8,720 9,180 8,956 Building Inspection Construction permits issued 8,012 8,682 9,969 10,327 10,620 9,704 8,483 7,124 7,011 Construction value of permits $ 124,803,841 $ 91,192,766 $101,677,108 $ 100,224,478 $ 127,513,038 $108,699,337 $ 104,700,306 $ 142,264,758 $ 161,102,459 Public Works Engineering Street reconstruction(miles) 2.90 3.08 3.15 1.59 2.61 3.35 3.08 3.30 2.81 Street resurfacing(miles) 12.64 14.05 12.21 18.63 12.53 0.64 1.66 2.60 3.34 Street Department Tons of salt used for streets 4,816.00 5,700.00 5,162.00 4,217.00 3,024.00 3,307.00 5,699.72 4,000.00 2,500.00 Man hours for road maintenance 68,640 67,345 66,650 67,320 79,357 66,924 68,644 38,485 47,104 Airport Commercial Enplanements 22,173 19,897 21,573 26,170 27,325 25,534 22,836 23,446 15,055 Aircraft take-offs and landings 21,521 20,589 19,109 19,550 21,037 18,585 18,943 20,072 19,006 Based aircraft 101 104 104 74 75 75 75 81 70 Health&Social Services Human Rights Civil Rights complaints New cases opened 95 106 64 66 50 57 49 58 41 Cases closed 103 59 43 100 50 69 72 85 68 Active cases at year-end 103 154 177 143 142 129 105 83 52 Culture&Recreation Leisure Services SportsPlex Members N/A N/A 2,594 4,450 4,965 5,095 5,243 6,167 5,456 Young Arena facility usage Event Visitors 127,508 118,639 119,903 100,064 100,913 103,547 105,938 104,635 81,507 Recreational Visitors 164,315 174,780 186,384 189,121 189,586 183,749 180,545 167,900 124,700 Sports-youth programs 5,720 5,451 5,571 5,623 5,689 5,573 5,434 5,413 4,238 Sports-adult programs 1,620 1,588 1,598 1,617 1,543 1,497 1,412 1,384 954 Pool attendance @ 44,741 39,611 37,603 33,866 34,733 28,861 22,065 9,980 15,734 Golf rounds 97,032 81,218 75,737 74,891 76,137 69,989 60,640 52,076 56,192 Annual flowers grown for parks 22,488 23,304 - - - - - - Public Library Total Circulation 424,435 405,341 422,204 470,786 446,467 365,656 299,035 295,877 500,974 Total Library Visits # 207,597.00 263,261.00 271,603.00 278,431.00 253,929.00 262,073.00 250,804.00 181,867.00 92,342.00 Waterloo Center for the Arts In House Visitors 119,404.00 125,958.00 118,970.00 128,140.00 122,334.00 157,628.00 189,153.00 191,675.00 120,000.00 Events,meetings,and programs 1,578.00 1,563.00 1,074.00 1,103.00 1,003.00 1,261.00 1,513.00 1,757.00 1,100.00 149 Page 216 of 650 City of Waterloo,Iowa Operating Indicators by Function/Program Last Ten Fiscal Years (Page 2 of 2) 2020 Function/Program 2012 2013 2014 2015 2016 2017 2018 2019 Community&Economic Development Planning and Zoning Planning commission agenda items 65 72 91 100 86 63 70 59 47 CURA applications received** 12 24 30 41 31 35 25 28 22 CURA improvements value $ 9,307,075 $ 2,776,663 $ 11,368,905 $ 7,856,518 $ 13,451,612 $ 13,439,875 $ 3,793,731 $ 3,037,684 $ 5,367,551 CLURA applications received*** 6 19 58 69 41 74 46 39 46 CLURA improvments value $ 1,249,100 $ 4,385,349 $ 14,418,617 $ 15,057,131 $ 8,849,239 $ 17,426,350 $ 11,090,817 $ 11,533,082 $ 13,682,420 Community Development Down payment assistance 22 10 3 4 8 7 - - Home buyer education - - - - - - - - Owner-occupied homes rehabilitated 46 31 42 26 24 24 25 33 31 Emergency repairs(including roofs) 45 49 37 33 34 32 21 25 30 Demolitions(residential&commercial) 20 18 21 - 13 - 1 2 - Housing Vouchers used 996 1,005 931 937 975 1,017 1,010 1,020 1,061 Public housing units 50 50 50 50 50 50 50 50 50 Family self sufficiency participants 54 47 36 31 34 28 26 23 20 Sewer Sewer system customers 25,707 25,393 26,102 25,584 26,498 26,522 25,235 26,732 26,790 Source:Various city departments * Statistics for Police Department are for the calendar year ending within the fiscal year shown. ** Consolidated Urban Revitalization Area. ***City Limits Urban Revitalization Area Started FY12 # Door counter was broken for several months,so not all visitors could be counted. @ One pool could not be opened in the spring of 2019 due to needed repairs 150 Page 217 of 650 City of Waterloo,Iowa Capital Asset Statistics by Function/Program Last Ten Fiscal Years Function/Program 2012 2013 2014 2015 2016 2017 2018 2019 2020 Public Safety Police Stations 1 1 1 1 1 1 1 1 1 Fire* Stations 7 7 7 7 7 7 7 7 7 Trucks and special vehicles 34 31 29 29 30 33 35 31 31 Public Works Miles of streets-paved 364 364 364 364 360 360 361 362 363 Miles of streets-unpaved 72 72 72 72 68 68 68 68 73 Street lights 1,800 1,800 1,807 1,807 1,807 1,807 1,847 1,847 2,582 Traffic Signals 200 200 197 198 198 199 200 202 200 Airport runway lengths: Runway 12/30 8,400 8,400 8,400 8,400 8,400 8,400 8,400 8,400 8,400 Runway 18/36 6,002 6,002 6,002 6,002 6,002 6,002 6,002 6,002 6,002 Runway 6/24 5,403 5,403 5,403 5,403 5,403 5,403 5,403 5,403 CLOSED Culture&Recreation City recreation areas 3 3 3 3 3 3 3 3 3 City parks 48 48 48 48 48 48 48 48 48 Golf courses 3 3 3 3 3 3 3 3 3 Swimming pools 2 2 2 2 2 2 2 2 2 Softball diamonds 23 23 23 23 23 20 20 20 20 Baseball diamonds 6 6 6 6 6 6 6 6 6 Baseball stadium 1 1 1 1 1 1 1 1 1 Softball complexes 2 2 2 2 2 2 2 2 2 Tennis courts 27 27 27 27 27 27 27 27 27 Ice arena 1 1 1 1 1 1 1 1 1 Soccer complex 1 1 1 1 1 1 1 1 1 Exposition plaza 1 1 1 1 1 1 1 1 1 Skatepark 1 1 1 1 1 1 1 1 1 Dog park 1 1 1 1 1 1 1 1 1 Amphitheater 1 1 1 1 1 1 1 1 1 Splash Park 1 1 1 1 1 1 1 1 1 SPORTSPLEX 0 0 0 1 1 1 1 1 1 Center for the Arts collection size 4,178 4,352 4,682 5,102 5,498 5,647 6,001 6,475 6,738 Library collection size** 163,247 161,462 164,486 138,540 138,305 124,649 112,777 112,777 107,583 Sewer Miles of sanitary sewer 356 356 357 358 368 372 373 374 376 Source:Various city departments *Added boats **Collection size increased due to providing additional electronic service 151 Page 218 of 650 City of Waterloo, Iowa Schedule of Expenditures of Federal Awards Year Ended June 30, 2020 Pass-Through Federal Amount Entity Identifying CFDA Provided to Federal Federal Grantor/Pass-Through Grantor/Program Title Number Number Subrecipients Expenditures Department of Housing and Urban Development Direct: CDBG Entitlement Grants Cluster,Entitlement Grant 14.218 $ 36,254 $ 766,746 CDBG,States Program 14.228 - 1,593 HOME Investments Partnerships Program 14.239 78,798 103,432 Public and Indian Housing 14.850 - 38,148 Section 8 Housing Choice Vouchers 14.871 5,846,165 Indirect: Iowa Economic Development Authority Public Housing Capital Fund 14.872 - 26,566 Lead-Based Paint Hazard Control 14.900 44,675 625,659 Total Department of Housing and Urban Development 159,727 7,408,309 Department of Interior Direct: Historic Preservation Fund Grants-In-Aid Civil Rights History Study 15.904 5,000 Indirect: Silos and Smokestacks Heritage Partnership P15AC00781 15.904 2,500 Total Department of Interior 7,500 Department of Justice Direct: Bulletproof Vest Partnership Program 16.607 2,324 Edward Byrne Memorial Justice Assistance Grant Program* 16.738 104,276 COVID-19—Coronavirus Emergency Supplemental Funding Program 16.034 93,430 Total direct 200,030 Indirect: Pass Through Iowa Crime Victims Assistance Division, Federal Violence Against Women Act Contract VW-18-92-CJ 16.588 41,786 Pass Through Governor's Office of Drug Control Policy, Public Safety Partnership and Community Policing Grants 17-CAMP-04 16.710 - 5,244 Public Safety Partnership and Community Policing Grants 18-CAMP-16 16.710 5,709 18,375 Subtotal 5,709 23,619 Project Safe Neighborhoods 18-PSN-01 16.609 - 85 Edward Byrne Memorial Justice Assistance Grant Program* 17-JAG-302508 16.738 131,146 195,640 Total pased through Governor's Office of Drug Control Policy 136,855 219,344 Total indirect 136,855 261,130 Total Department of Justice 136,855 461,160 (Continued) 152 Page 219 of 650 City of Waterloo, Iowa Schedule of Expenditures of Federal Awards (Continued) Year Ended June 30, 2020 Pass-Through Federal Amount Entity Identifying CFDA Provided to Federal Federal Grantor/Pass-Through Grantor/Program Title Number Number Subrecipients Expenditures Department of Transportation Direct: Federal Aviation Administration: Airport Improvement Program 20.106 $ $ 126,834 Total direct 126,834 Indirect: Federal Highway Administration Pass Through Iowa Department of Transportation: Highway Planning and Construction Cluster: Highway Planning and Construction NHSX-63-6(69)--3H-07 20.205 508 Highway Planning and Construction STP-A-8155(754)--86-07 20.205 15,834 Highway Planning and Construction STP-A-8155(755)--70-07 20.205 7,291 Highway Planning and Construction 2017-ICAAP-02 20.205 11,822 Highway Planning and Construction STP-A-8155(757)--86-07 20.205 48,023 Total Highway Planning and Construction Cluster 83,478 National Highway Traffic Safety Administration Pass Through Iowa Department of Public Safety Governor's Traffic Safety Bureau,Highway Safety Cluster National Priority Safety Program PAP-17-405d-M60T,Task 42 20.616 36,970 National Priority Safety Program PAP-17-405d-M60T,Task 48 20.616 8,202 Total Highway Safety Cluster 45,172 Total indirect 128,650 Total Department of Transportation 255,484 U.S.Equal Employment Opportunity Commission Direct: Employment Discrimination Title VII of the Civil Rights Act of 1964 30.001 18,798 National Foundation on the Arts and the Humanities Direct: Library Services and Technology Act 45.310 8,401 Indirect, National Endowment for the Humanities Pass Through Iowa Arts Council Promotion of the Humanities: Federal/State Partnership OSP 1420 FY15 45.129 18,783 Total National Foundation on the Arts and Humanities 27,184 Environmental Protection Agency Direct: Brownfield Assessment&Cleanup Cooperative 66.818 103,599 Department of Homeland Security Indirect: Pass Through Iowa Homeland Security and Emergency Management Division: Disaster Grants-Public Assistance(Presidentially Declared Disasters) 013-82425-00 DR 4289 97.036 - 1,865 Total expenditures of federal awards $ 296,582 $ 8,283,899 Total Edward Byrne Memorial Justice Assistance Grant Program(CFDA No.16.738):$299,916 See notes to schedule of expenditures of federal awards. 153 Page 220 of 650 City of Waterloo, Iowa Notes to Schedule of Expenditures of Federal Awards Year Ended June 30, 2020 Note 1. Basis of Presentation The accompanying schedule of expenditures of federal awards (the Schedule) includes the federal award activity of the City of Waterloo, Iowa (the City). The schedule of expenditures of federal awards does not include the federal grant activity of the City's discretely presented component units. All federal awards received directly from federal agencies, as well as federal awards passed through other governmental agencies are included in this Schedule. The information in this Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards(Uniform Guidance). Therefore, some amounts presented in this schedule may differ from amounts presented in or used in the preparation of the basic financial statements. Note 2. Significant Accounting Policies The accompanying schedule of federal awards is presented on the accrual basis of accounting in the proprietary funds and the modified accrual basis of accounting in the governmental funds. Expenditures of federal awards are recognized in the accounting period in which the liability is incurred. Such expenditures are recognized following the cost principles contained in the Uniform Guidance wherein certain types of expenditures are not allowable or are limited as to reimbursement. Note 3. Indirect Cost Rate The City has elected not to use the 10% de minimis indirect cost rate allowed under the Uniform Guidance. 154 Page 221 of 650 City of Waterloo, Iowa Summary Schedule of Prior Audit Findings Year Ended June 30, 2020 The prior year Single Audit disclosed no findings in the Schedule of Findings and Questioned Costs and no uncorrected or unresolved findings exist from prior audits Summary of Prior Audit Findings. 155 Page 222 of 650 RSM Report on Internal Control Over Financial Reporting RSM US LLP and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Independent Auditor's Report Honorable Mayor and Members of City Council City of Waterloo, Iowa We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Waterloo, Iowa, (the City) as of and for the year ended June 30, 2020, and the related notes to the financial statements, which collectively comprise the City's basic financial statements, and have issued our report thereon dated February 1, 2021. Our report includes a reference to other auditors who audited the financial statements of the Waterloo Water Works as of and for the year ended December 31, 2019 and the Waterloo Convention &Visitors Bureau, Inc. as of and for the year ended June 30, 2020, both discretely presented component units, as described in our report on the City's financial statements. This report does not include the results of the other auditor's testing of internal control over financial reporting or compliance and other matters that are reported separately by those auditors. The financial statements of Waterloo Convention &Visitors Bureau, Inc. were not audited in accordance with Government Auditing Standards. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the City's internal control over financial reporting (internal control)as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. THE POWER OF BEING UNDERSTOOD AUDIT I TAX I CONSULTING 156 RSM US LLP is the U.S.member firm of RSMInternational,aglobal netwcrkofindependertaudit,tax,and consulting firms.Ysitrsmus.com/aboutusformoreirfcrmationregarding9ageL223 of 650 RSM International. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Comments involving statutory or other legal matters about the City's operations for the year ended June 30, 2020 are based exclusively on the knowledge obtained from procedures during our audit of the basic financial statements of the City. Since our audit was based on tests and samples, not all transactions that might have had an impact on the comments were necessarily audited. The comments involving statutory and other legal matters are not intended to constitute legal interpretation of those statues. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Davenport, Iowa February 1, 2021 157 Page 224 of 650 RSM Report on Compliance For the Major Federal Program and RSM US LLP Report on Internal Control Over Compliance Required by the Uniform Guidance Independent Auditor's Report Honorable Mayor and Members of the City Council City of Waterloo, Iowa Report on Compliance for the Major Federal Program We have audited the City of Waterloo, Iowa's (the City) compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on the City's major federal program for the year ended June 30, 2020. The City's major federal program is identified in the summary of auditor's results section of the accompanying schedule of findings and questioned costs. Scope The City's basic financial statements include the operations of the Waterloo Water Works and the Waterloo Convention &Visitors Bureau, Inc. discretely presented component units which did not have a single audit performed for their fiscal years ended December 31, 2019 and June 30, 2020, respectively. Our audit, described below, does not include the operations of the Waterloo Water Works or the Waterloo Convention and Visitors Bureau, Inc. because these discretely presented component units were audited by other auditors. Management's Responsibility Management is responsible for compliance with the requirements of federal statutes, regulations and the terms and conditions of its federal awards applicable to its federal programs. Auditor's Responsibility Our responsibility is to express an opinion on compliance for the City of Waterloo, Iowa's major federal program based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards(Uniform Guidance). Those standards and Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about the City's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for the major federal program. However, our audit does not provide a legal determination of the City's compliance. THE POWER OF BEING UNDERSTOOD AUDIT I TAX I CONSULTING 158 RSM US LLP is the U.S.member firm of RSIV International,a global netwcrk of irideperidert audit,tax,and consulting firms.Ysitrsmus.com/aboutusformoreirfcrmationregarding9alg$L225 of 650 RSM International. Opinion on the Major Federal Program In our opinion, the City complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2020. Report on Internal Control Over Compliance Management of the City is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the City's internal control over compliance with the types of requirements that could have a direct and material effect on the major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for the major federal program and to test and report on internal control over compliance in accordance with Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the City's internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of Uniform Guidance. Accordingly, this report is not suitable for any other purpose. .CACP Davenport, Iowa February 1, 2021 159 Page 226 of 650 City of Waterloo, Iowa Schedule of Findings and Questioned Costs Year Ended June 30, 2020 I. Summary of the Independent Auditor's Results Financial Statements Type of auditor's report issued: Unmodified Internal control over financial reporting: Material weakness(es)identified? ❑ Yes 0 No Significant deficiencies identified? ❑ Yes 21 None Reported Noncompliance material to financial statements noted? ❑ Yes 0 No Federal Awards Internal control over major programs: Material weakness(es)identified? ❑ Yes 0 No Significant deficiencies identified? ❑ Yes ❑� None Reported Type of auditor's report issued on compliance for major programs: Unmodified Any audit findings disclosed that are required to be reported in accordance with Section 2 CFR 200.516(a)? ❑ Yes ❑ No Identification of major programs: CFDA Number Name of Federal Program or Cluster 14.871 Section 8 Housing Choice Vouchers Dollar threshold used to distinguish between type A and type B programs: $750,000 Auditee qualified as low-risk auditee? ❑d Yes ❑ No (Continued) 160 Page 227 of 650 City of Waterloo, Iowa Schedule of Findings and Questioned Costs (Continued) Year Ended June 30, 2020 II. Findings Relating to the Financial Statement Audit as Required to be Reported in Accordance With Generally Accepted Government Auditing Standards A. Internal Control None reported. B. Compliance findings None reported. III. Findings and Questioned Costs for Federal Awards A. Internal Control None reported. B. Compliance Findings None reported. IV. Findings Related to Statutory Reporting 20-IV-A Certified Budget Expenditure/expenses during the year ended June 30, 2020, did not exceed the budgeted amounts. 20-IV-B Questionable Disbursements No questionable disbursements were noted. 20-IV-C Travel Expenses No expenditures of City money for travel expenses of spouses of City officials or employees were noted. 20-IV-D Business Transactions No material business transactions between the City and City officials or employees were noted. Finding: The City did not have W-9s on file for 19 of 25 vendors tested. For 3 of the 25 vendors tested, we were unable to verify if filing a Form 1099 was required. Recommendation: The City should retain W-9s obtained and file 1099 for all required entities. Response and Corrective Action Plan: The City believes they have filed Forms 1099s where necessary. The City will work on updating the Form W-9 files and maintain copies of forms received to document that Forms 1099 were properly filed. 20-IV-E Bond Coverage Surety bond coverage of City officials and employees is in accordance with statutory provisions. 20-IV-F Council Minutes and Resolutions No instances of noncompliance with the council minutes and resolutions. 161 Page 228 of 650 City of Waterloo, Iowa Schedule of Findings and Questioned Costs (Continued) Year Ended June 30, 2020 20-IV-G Deposits and Investments No instances of noncompliance with the deposit and investment provisions of Chapter 12B and 12C of the Code of Iowa and the City's investment policy were noted. 20-IV-H Deficit Balances Finding: The following funds had deficit balances as of June 30, 2019: Grants, Special Revenue $ 370,491 Community Development Block Grant, Special Revenue 64,910 Capital Improvements, Capital Projects 2,586,350 Recommendations: The City should investigate alternatives to eliminate these deficits in order to return the funds to sound financial positions. Management's Response: The Grants, Special Revenue Fund reported a deficit fund balance due to timing delays in receiving grant reimbursements. Most grants that the City receives require the City request and receive reimbursement from the granting agencies only after the City has expended the funds. This creates a temporary deficit in the funds. Because the City's books are maintained on an accrual basis, expenses are recorded for invoices that may not be paid until after year-end. The City can not request reimbursements until after the invoices are paid, creating temporary timing deficits. The City continues to investigate alternatives for shortening the turnaround time between spending grant funds and receiving reimbursements where possible. 20-IV-1 Revenue Bonds No instances of noncompliance noted regarding the provisions of the revenue bond indentures. Information required by sewer revenue bond resolutions is reported in the statistical section. 20-IV-J Airport Ordinance Finding: The City adopted ordinance number 4400 on December 13, 1999 which established an Airport Board of Directors and requires the Board to"Maintain a positive cash balance at all times in airport operations."Airport operations are accounted for in the General Fund (Fund 010), Airport Commission Department (Department number 29), Airport Administration Activity(Activity number 7700). Through June 30, 2020, the accumulative cash deficit totaled $420,101. Recommendations: To ensure the City is in compliance with its own ordinances, we recommend that the City either provide airport operations with additional cash resources to enable it to achieve and maintain a positive cash balance or amend the ordinance to repeal the positive cash balance requirement. Management's Response: It is the City's intent at this time to continue to require the positive cash balance, although City management realizes that the Airport may not be able to maintain that balance due to current economic conditions. 162 Page 229 of 650 RSM RSM US LLP Honorable Mayor and Members of the City Council City of Waterloo, Iowa Waterloo, Iowa In accordance with your request, we are attaching the accompanying PDF file, which contains an electronic final version of the financial statements of the City of Waterloo, Iowa as of June 30, 2020. We understand that your request for the electronic copy has been made as a matter of convenience. You understand that electronic transmissions are not entirely secure and that it is possible for confidential financial information to be intercepted by others. These financial statements and our reports on them are not to be modified in any manner. This final version supersedes all prior drafts. Any preliminary draft version of the financial statements previously provided to you in an electronic formation should be deleted from your computer, and all printed copies of any superseded preliminary draft version should likewise be destroyed. Professional standards and our firm policies require that we perform certain additional procedures whenever our reports are included, or we are named as accountants, auditors or experts, in a document used in a public or private offering of equity or debt securities. Accordingly, as provided for and agreed to in the terms of our arrangement letter, the Company will not include our reports, or otherwise make reference to us, in any public or private securities offering without first obtaining our consent. Any request to consent is also a matter for which separate arrangements will be necessary. After obtaining our consent, the Company also agrees to provide us with printer's proofs or masters of such offering documents for our review and approval before printing, and with a copy of the final reproduced material for our approval before it is distributed. In the event our auditor/client relationship has been terminated when the Company seeks such consent, we will be under no obligation to grant such consent or approval. Thank you for the opportunity to serve the City of Waterloo, Iowa. Sit/ VS ".R THE POWER OF BEING UNDERSTOOD AUDIT I TAX I CONSULTING RSV I.15_,P,the US me,nb-f,rm of RSM 1:'It-atonal apotal-Av,ark of'iWq)—d—t aadILLI%x,dC n,:( ,gfirm, V,iI sm—c.m/at,out—fo'!no-,!der ma(uw,L Page 230 of 650 CITY OF WATERLOO Council Communication Resolution accepting Meth HotSpots Grant monies from October 1, 2020 to June 30, 2021, in the amount of $20,000, as a sub-recipient from the Governor's Office of Drug Control Policy, and authorizing the Mayor and Chief of Police to execute said document. City Council Meeting:2/15/2021 Prepared: 1/25/2021 ATTACHMENTS: Description Type ❑ Certified Assurances December 2020 Backup Material ❑ Meth Grant Award#19-CAMP-16 Backup Material ❑ ODCP Standard Grant Conditions Dec 2020 Backup Material Resolution accepting Meth HotSpots Grant monies from October 1, 2020 SUBJECT: to June 30. 2021, in the amount of$20.000, as a sub-recipient from the Governor's Office of Drug Control Polio and authorizing the Mayor and Chief of Police to execute said document. Submitted by: Submitted By:Dave Mohlis, Police Captain Request that the City Council pass a resolution authorizing Mayor Hart and Chief Fitzgerald to receive Meth HotSpot grant money as a sub-recipient Recommended Action: from the Governor's Office of Drug Control, for a$20,000 grant with no matching funds required. The money will directly pay overtime costs associated with the investigation into mid and high level Methamphetamine crimes. Grant#19-CAMP-16 Your approval of this grant will enable the Tri-County Drug Task Force to Summary Statement: further investigate mid and high level Methamphetamine crimes creating a safer community. Expenditure Required: N/A Source of Funds: N/A Policy Issue: N/A Alternative: N/A Page 231 of 650 Iowa Governor's Office of Drug Control Policy CERTIFIED ASSURANCES NON-SUPPLANTING The grantee assures that Federal funds made available under this formula grant will not be used to supplant State or local funds,but will be used to increase the amounts of such funds that would,in the absence of Federal funds, be made available for project activities. MATCHING FUNDS The grantee assures that matching funds required to pay the non-Federal portion of the cost of each program and project, for which grant funds are made available, shall be in addition to funds that would otherwise be made available for criminal justice activities by the recipients of grant funds and shall be provided on a project-by- project basis. RECORD KEEPING The grantee assures that fund accounting, auditing, monitoring, evaluation procedures, and such records as the Governor's Office of Drug Control Policy shall require, shall be provided to assure fiscal control, proper management, and efficient disbursement of funds received. REPORTING The grantee assures that it shall maintain such data and information and submit such reports in such form, at such times, and containing such data and information as the Governor's Office of Drug Control Policy may reasonably require to administer the program. FINANCIAL AND ADMINISTRATIVE GUIDE The grantee assures that it will comply with the provisions of the Office of Justice Programs' "Financial and Administrative Guide for Grants. http:Hoip.gov/financial"ide/DOJ/index.htm COMPLIANCE WITH FEDERAL PROCEDURES The grantee assures that it will comply with the provisions of 28 CFR applicable to grants and cooperative agreements, including Part II, Applicability of Office of Management and Budget Circulars; Part 18, Administrative Review Procedures; Part 20, Criminal Justice Information Systems; Part 22, Confidentiality of Identifiable Research and Statistical Information Systems; Part 23, Criminal Intelligence Systems Operating Policies; Part 30, Intergovernmental Review of Department of Justice Programs and Activities; Part 42, Nondiscrimination Equal Employment Opportunity Policies and Procedures; Part 61, Procedures for Implementing the National Environmental Policy Act; and Part 63, Floodplain Management and Wetland Protection Procedures. DUNS/SAM Registration: The grantee assures that it will register and provide the Governor's Office of Drug Control Policy a Data Universal Number System(DUNS)number. The recipient shall maintain a current registration with the System for Award Management(SAM) for the duration of the grant project period. Recipient Integrity and Performance The grantee assures that it will comply with any and all applicable requirements regarding reporting of 1 Page 232 of 650 Iowa Governor's Office of Drug Control Policy information on civil, criminal, and administrative proceedings connected with(or connected to the performance of)this award. Under certain circumstances,recipients of federal grant funds are required to report information about such proceedings, through the federal System for Award Management (known as "SAM"), to the designated federal integrity and performance system(currently, "FAPIIS"). The details of recipient obligations regarding the required reporting (and updating) of information on certain civil, criminal, and administrative proceedings to the federal designated integrity and performance system (currently, "FAPIIS")within SAM are posted on the OJP web site at http://ojp.gov/funding/FAPIIS.htm(Award condition: Recipient Integrity and Performance Matters, including Recipient Reporting to FAPIIS), and are incorporated by reference here. CERTIFICATION I certify that the program in this application meets all the requirements of the Omnibus Crime Control and Safe Streets Act of 1968, as amended; that all the information presented is correct; and the application will comply with the provisions of the Act and all other Federal laws,regulations, and guidelines. By appropriate language incorporated in each subcontract or other document under which funds are to be disbursed, the undersigned shall assure the applicable conditions above apply to all recipients of assistance. Signature - Project Director Signature - Legal Applicant Date Date 2 Page 233 of 650 Iowa Governor's Office of Drug Control Policy CIVIL RIGHTS REQUIREMENTS INFORMATION 1. Civil Rights Contact Person: 2. Title/Address: 3. Telephone Number: 4. Number of persons employed by the agency responsible for administering this grant: 3 Page 234 of 650 Iowa Governor's Office of Drug Control Policy US DEPARTMENT OF JUSTICE OFFICE OF JUSTICE PROGRAMS OFFICE OF THE COMPTROLLER CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS (Sub-Recipient) This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 28 CFR Part 67, Section 67.510, participants' responsibilities. The regulations were published as Part VIII of the May 26, 1988 Federal Re ig ster(pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS ON FOLLOWING PAGE) (1) The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the prospective lower tier participant is unable to certify to any of the statements in the certification, such prospective participant shall attach an explanation to this proposal. Name and Title of Authorized Representative Signature Date Name of Organization Address of Organization 4 Page 235 of 650 Iowa Governor's Office of Drug Control Policy INSTRUCTIONS FOR CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS 1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal government,the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended,declared ineligible,or voluntarily excluded from participation in this covered transaction,unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause title "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred,suspended,ineligible,or voluntarily excluded from the covered transaction,unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may check the Non-procurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred,ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 5 Page 236 of 650 Iowa Governor's Office of Drug Control Policy U.S. DEPARTMENT OF JUSTICE OFFICE OF JUSTICE PROGRAMS OFFICE OF THE COMPTROLLER CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS Grantees Other Than Individuals This certification is required by the regulations implementing the Drug-Free Workplace Act of 1988,28 CFR Part 67,Subpart F. The regulations,published in the May 25, 1990 Federal Register,require certification by grantees,prior to award,that they will maintain a drug-free workplace. The certification set out below is a material representation of fact upon which reliance will be placed when the agency determines to award the grant. False certification or violation of the certification shall be grounds for suspension of payments,suspension or termination of grants,or government wide suspension or debarment(see 28 CFR Part 67, Sections 67.615 and 67.620). The grantee certifies that it will provide a drug-free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture,distribution,dispensing,possession or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug-free awareness program to inform employees about-- (1) The dangers of drug abuse in the workplace; (2) The grantee's policy of maintaining a drug-free workplace; (3) Any available drug counseling,rehabilitation,and employee assistance programs;and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph(a); (d) Notifying the employee in the statement required by paragraph(a)that,as a condition of employment under the grant,the employee will-- (1) Abide by the terms of the statement;and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the agency within ten days after receiving notice under subparagraph(d)(2)from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions,within 30 days of receiving notice under subparagraph(d)(2),with respect to any employee who is so convicted-- (1) Taking appropriate personnel action against such an employee,up to and including termination;, consistent with the requirements of the Rehabilitation Act of 1973,as amended;or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State,or local health,law enforcement,or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs(a),(b), (c),(d),(e)and(f). Place(s)of Performance: The grantees shall insert in the space provided below the site(s)for the performance of work done in connection with the specific grant(street address,City,County,State,zip code): Organization Name Name and Title of Authorized Representative Signature Date 6 Page 237 of 650 Iowa Governor's Office of Drug Control Policy CERTIFICATION REGARDING LOBBYING Each person shall file the most current edition of this certification and disclosure form, if applicable, with each submission that initiates agency consideration of such person for an award of a Federal contract, grant, or cooperative agreement of$100,000 or more; or Federal loan of$150,000 or more. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. (2) If any non-Federal funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall initial here and complete and submit Standard Form # LLL, "Disclosure of Lobbying Activities", in accordance with its instructions. (Forms are available from the Governor's Office of Drug Control Policy.) (3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers and that all sub-recipients shall certify and disclose accordingly. Name and Address of Organization Name of Authorized Individual Signature and Date Revised 12/14/2020 7 Page 238 of 650 METHAMPHETAMINE DRUG HOT SPOTS GRANT PROGRAM Governor's Office of Drug Control Policy Pape State Office Bldg.,5th Floor 215 E. 7th Street,Des Moines,Iowa 50319(515)725-0300 Meth HotSpots CFDA#16.710 Grantee: Grant#19-CAMP-16 Waterloo Police Department Grant Period: October 1,2020 through June 30,2021 715 Mulberry Street Street Federal: $20,000 Waterloo,Iowa 50703-5714 Match: $0 Total: $20,000 ODCP Contact: Dennis Wiggins 515/725-0311 Legal Applicant: Program Director: Joel Fitzgerald Sr. Quentin Hart This grant is subject to the terms and conditions incorporated either directly or indirectly by reference in the grantprogram legislation,the grant program request for proposal, and the stipulations, if any, noted under "Special Conditions." Except for any waiver granted explicitly elsewhere in this grant, this award does not constitute approval of waiver from any Federal or state statutory/regulatory requirements for a United States Department of Justice grant. The grantee agrees to perform all services and furnish all supplies set forth in the application of this grant award for the consideration stated herein. This grant consists of the application for funds, the grant award notice, the budget documents, the standard grant conditions, the reporting forms,and all approved grant revision documents. All parties to this grant award acknowledge that they have fully read and understand this contract, and agree to abide by the terms set forth within. SPECIAL CONDITIONS • Grant funding is provided to assist project with mid to high level mehtamphetamine investigations or precursor diversion investigations. • Targets of investions will be shared with the Division of Intelligence to be entered into the LEIN database system. • Projects will regularly deconflict investigations by searching potential targets in the LEIN database system. In witness wherefore,the parties hereto have executed this grant the day and year specified below. SIGNATURES/DATES Lcgal Applicant/Date Program Director/Date ODCP Administrator/Date Page 239 of 650 IOWA GOVERNOR'S OFFICE OF DRUG CONTROL POLICY STANDARD GRANT CONDITIONS Byrne Justice Assistance Grant; Methamphetamine Hot Spots; Residential Substance Abuse Treatment; Byrne Discretionary; Second Chance; Drug Court; Post-conviction Testing of DNA Evidence to Exonerate the Innocent; Project Safe Neighborhoods; John R. Justice; Drug Free Communities; Anti-Heroin Task Force; Comprehensive Opioid Abuse Program; Paul Coverdell Forensic Science; Coronavirus Emergency Supplemental Funding, and any other Grant administered by the Governor's Office of Drug Control Policy involving federal or state funding. Table of Contents 1. General..............................................................................................................................................................................................2 2. Definitions.........................................................................................................................................................................................3 3. Accountability for All Grantees........................................................................................................................................................3 4. Additional Guidance for Nonprofit Organizations............................................................................................................................3 5. Accounts and Records.......................................................................................................................................................................4 6. Cash/In-Kind Match(If required and included in the approved budget). .........................................................................................5 7. Non-Supplanting Requirement..........................................................................................................................................................5 8. Program Income................................................................................................................................................................................5 9. Subcontracting...................................................................................................................................................................................6 10. Unreasonable restrictions on competition under the award;association with federal government ..............................................6 H. Property and Equipment. ..............................................................................................................................................................6 12. Computer Systems........................................................................................................................................................................7 13. Travel............................................................................................................................................................................................7 14. Payments.......................................................................................................................................................................................8 15. Reporting. .....................................................................................................................................................................................8 16. Awards to private agencies-accounting system audit requirement. ............................................................................................9 17. Audits: ..........................................................................................................................................................................................9 18. Monitoring/Evaluation................................................................................................................................................................10 19. Changes in the Program..............................................................................................................................................................10 20. Copyrights...................................................................................................................................................................................11 21. Federal Funds Acknowledgment. ...............................................................................................................................................11 22. Release of Information and Confidentiality of Records..............................................................................................................11 23. Protection of human research subjects........................................................................................................................................12 24. Conflict of Interest......................................................................................................................................................................12 25. Report Misuses of Funds. ...........................................................................................................................................................12 26. Restrictions and certifications regarding non-disclosure agreements and related matters..........................................................12 27. Drug Free Workplace..................................................................................................................................................................13 28. Americans With Disabilities Act................................................................................................................................................13 1 Page 240 of 650 29. Immigration and Naturalization Service.....................................................................................................................................13 30. Limited English Proficiency.......................................................................................................................................................13 31. Nondiscrimination/Equal Employment Opportunity Program. ..................................................................................................14 32. Findings of Discrimination.........................................................................................................................................................15 33. Determination of suitability required,in advance, for certain individuals who may interact with participating minors............15 34. Equal Treatment for Faith Based Organizations.........................................................................................................................18 35. Lobbying Restrictions.................................................................................................................................................................18 36. Sanctuary Jurisdiction.................................................................................................................................................................18 37. Sanctuary Jurisdiction(Iowa Code)............................................................................................................................................19 38. Liability. .....................................................................................................................................................................................19 39. Drug Task Force.........................................................................................................................................................................19 40. Drug Task Force Training...........................................................................................................................................................19 41. Use of Force Training Metrics....................................................................................................................................................20 42. NEPA Clandestine Methamphetamine Laboratories..................................................................................................................20 43. DUNS/SAM Registration...........................................................................................................................................................21 44. Recipient Integrity and Performance. .........................................................................................................................................21 45. Disclosure of"High Risk"Designation by Federal Agency.......................................................................................................22 46. Breach of Personally Identifiable Information............................................................................................................................22 47. Withholding of Support, Suspension,and Termination..............................................................................................................22 48. Indemnification...........................................................................................................................................................................25 49. Warranties...................................................................................................................................................................................25 50. Status of Grantee.........................................................................................................................................................................26 51. Choice of Law and Forum. .........................................................................................................................................................27 52. Immunity from Liability.............................................................................................................................................................27 53. Compliance with Iowa Code chapter 8F.....................................................................................................................................27 54. Enhancement of Contractor Employee Whistleblower Protections............................................................................................27 55. Ownership of Deliverables. ........................................................................................................................................................28 56. Confidentiality,IT Standards,and Security................................................................................................................................28 57. Qualifications of Staff.................................................................................................................................................................29 1. General. These standard grant conditions, unless otherwise stated herein, apply to the following grant programs administered in Iowa by the Governor's Office of Drug Control Policy (ODCP): Byrne Justice Assistance Grant; Methamphetamine Hot Spots; Residential Substance Abuse Treatment; Byrne Discretionary; Second Chance; Drug Court; Post- conviction Testing of DNA Evidence to Exonerate the Innocent; Project Safe Neighborhoods; John R. Justice; Drug Free Communities; Anti-Heroin Task Force; Comprehensive Opioid Abuse Program; Paul Coverdell Forensic Science; and any other Grant administered by the ODCP involving Federal or State funding. 2 Page 241 of 650 The Grantee shall provide the necessary facilities, materials, services, and qualified personnel to perform and/or provide all the services set forth in the approved application and the letter of notification for the grant amount. The grant budget will be a basis for the Grantee's expenditure of the grant amount. Acceptance of the terms and conditions of the grant is indicated by the applicants' signatures on the grant contract, attached certification, and by requesting and expending grant funds. The Grantee shall abide by all applicable Federal, State, and local laws, rules and regulations. The Grantee shall comply with all applicable U.S. Department of Justice Grant Award Special Conditions which govern subrecipients/subgrantees. The Certified Assurances and forms signed and or submitted via wwwdowaggrants.gov by the Grantee in making application for grant funds are incorporated herein. 2. Definitions. a. "Deliverable" means any good, product, service, work, work product, item, material or property created, developed, produced, delivered, performed or provided by or on behalf of Grantee in connection with this contract. b. "JAG" means the Federal Byrne—Justice Assistance Grant program, for which the ODCP is the State Administering Agency in Iowa. C. "Grantee" or "Legal Applicant" or "Recipient" means the governmental agency contracting with the Governor's Office of Drug Control Policy d. "ODCP" means Governor's Office of Drug Control Policy. e. "Program/Project Director" means the person who has been delegated authority to administer the project described in the application. f. "Special Conditions" means those conditions applying uniquely to this grant contract as identified on the grant contract page. g. "Standard Grant Conditions" means those conditions applying to all ODCP grant contracts. h. "State" means the State of Iowa. 3. Accountability for All Grantees. The Grantee shall promote effectiveness, efficiency, and accountability. The Grantee must serve the public in an ethical and transparent manner, including operating professionally, truthfully, fairly, and with integrity and accountability to uphold public trust. The ODCP reserves the right to verify the contents of the Grantee's application and any assertions, reporting, attestations, and submissions to the ODCP or any other governmental agency throughout the term of the grant. If the ODCP determines the Grantee has provided false, misleading, or inaccurate information to the ODCP or another governmental agency, grant funds may be withheld, suspended or terminated. 4. Additional Guidance for Nonprofit Organizations. A nonprofit organization awarded a subcontract pursuant to section 9 must be aware of and comply with applicable law and regulations. The Iowa Nonprofit Principles and Practices for Charitable Nonprofit Excellence Revised 2016 shall be used as a means of 3 Page 242 of 650 educating nonprofit organizations about the laws and regulations with which they must comply and to provide guidance about good operational practices and ethical conduct. This publication may be accessed at https://inrc.law.uiowa.edu/sites/inrc.law.uiowa.edu/files/pp- 2016ed-web.pdf The purpose of the Iowa Principles and Practices for Charitable Nonprofit Excellence is to promote good management practices, ethical conduct, and public accountability for Iowa charitable nonprofit organizations as they perform their crucial community services. The Principles and Practices are not regulatory. While many of the Principles and Practices will be helpful to all nonprofits, they are specifically written for 501(c)(3) organizations. The Iowa Principles and Practices for Charitable Nonprofit Excellence are intended to be primarily an educational process designed to improve efficiency and accountability. It is recognized that implementation will take different forms and occur at different levels, given the resources of the nonprofits. 5. Accounts and Records. a. The Grantee shall comply with pertinent state and Federal laws, and the provisions of the Office of Justice Program's (OJP) Financial Guide: https://oj-D.yov/financialguide/doj/-Ddfs/DOJ FinancialGuide.pdf b. The Grantee shall maintain accurate, current, and complete records of the financial activity of this contract, including records which adequately identify the source and application of funds. The Grantee shall maintain separate records for each Federal grant or program. Cash or matching contributions made by the Grantee shall be verifiable from the Grantee's records. These records shall contain information pertaining to contract amount, authorizations, obligations, unobligated balances, assets, liabilities, expenditures, and program income. C. The Grantee shall maintain effective control and accountability for all assets, including current and accurate equipment inventory records. The Grantee shall adequatelyguard all such assets and property and assure that it is used solely for authorized purposes. Accounting records shall be supported by source documentation such as canceled checks, paid bills, receipts, payrolls, contract award documents, etc. d. The Grantee, in making project expenditure accounts, records and reports, shall make any necessary adjustments to reflect refunds, credits, underpayments or overpayments, as well as any adjustments resulting from administrative or compliance reviews and audits. Such adjustments shall be set forth in the financial reports filed with the ODCP. e. The Grantee shall maintain a sufficient recordkeeping system to provide statistical data for the purpose of planning, monitoring, and evaluating their program. f. The Grantee shall retain all pertinent records and books of accounts related to this contract for a period of three (3) years following the closure of the Grantee's most recent audit report. In the event of litigation, negotiation or audit findings, the records shall be retained until all issues arising from such actions have been resolved or until the end of the regular three-year period, whichever is later. 4 Page 243 of 650 6. Cash/In-Kind Match (If required and included in the approved budget). Grant application materials will specify the level and conditions of match required for each grant program. If cash or in-kind match is required, the match will be identified in the grant contract signed by the grantee as well as in the approved budget. If"cash" match is included in the approved budget, the Grantee must be able to demonstrate that the match is from a new appropriation, or from existing resources which were not intended for the stated program purpose The Grantee shall maintain records clearly showing the source, the amount, and the timing of all match contributions. The following may be used as cash match: a. Local and State appropriations; b. Funds contributed from private sources; c. Federal funds from the following sources: 1. Housing and Community Development Act of 1974; 2. Appalachian Regional Development Act; 3. General Revenue Sharing; d. Existing resources (as long as the existing funds were used in areas other than the stated program purpose); e. Salaries of existing personnel who are transferred to grant activities (if the original positions are filled with new personnel; f. Asset forfeiture funds resulting from State or Federal court action per applicable state and Federal guidelines; g. Program income and the related interest earned on that program income generated from projects may be used as match provided it is identified and approved prior to making an award; h. Funds appropriated by Congress for the activities of any agency of a Tribal government or the Bureau of Indian Affairs performing law enforcement functions on Tribal lands; and i. Funds otherwise authorized by law. All funds designated as match are restricted to the same use as grant program funds. The matching share must be obligated by the end of the period for which Federal funds have been made available for obligation under an approved program or project. The Grantee must submit a written plan for expenditure of matching funds if requested by the ODCP. 7. Non-Supplanting Requirement. Federal funds must be used to supplement existing funds for program activities and not replace those funds which have been appropriated for the same purpose. Potential supplanting will be the subject of application review, as well as pre-award review, post- award monitoring, and audit. If there is a potential presence of supplanting, the grantee will be required to supply documentation demonstrating that the reduction in non-Federal resources occurred for reasons other than the receipt or expected receipt of Federal funds. 8. Program Income. "Program income" means gross income earned by the Grantee during the grant period as a direct result of the grant award. Direct result is defined as a specific act or set of activities 5 Page 244 of 650 that are directly attributable to grant funds and which are directly related to the goals and objectives of the project. Program income shall be accounted for and used for any purpose that furthers the broad objectives of the legislation under which the award was made. Program income earnings and expenditures must be reported with claims for reimbursement and must be used in accordance with the provisions of 2 CFR Part 200, Uniform Administrative Requirements. 9. Subcontracting. None of the activities or funds of this grant shall be subcontracted to another organization or individual without specific prior approval by the ODCP, with the exception of subcontracts under $1,000. To obtain ODCP approval, the Grantee shall submit the proposed contract or written agreement between the parties. The contract or agreement must contain a list of the activities to be performed by the subcontractor, and the contract policies and requirements. All grant related certifications and conditions agreed upon by the applicant agency shall be passed on to subcontracting agencies. Subcontractors shall complete the Standard Grant Condition Certification. Open and free competition is required unless specific advanced approval is obtained to use a noncompetitive approach in contracting for a good or service. 10.Unreasonable restrictions on competition under the award; association with federal government Consistent with the (DOJ) Part 200 Uniform Requirements -- including as set out at 2 C.F.R. 200.300 (requiring awards to be "manage[d] and administer[ed] in a manner so as to ensure that Federal funding is expended and associated programs are implemented in full accordance with U.S. statutory and public policy requirements") and 200.319(a) (generally requiring "[a]ll procurement transactions [to] be conducted in a manner providing full and open competition" and forbidding practices "restrictive of competition," such as "[p]lacing unreasonable requirements on firms in order for them to qualify to do business" and taking "[a]ny arbitrary action in the procurement process") — no recipient (or subrecipient, at any tier) may (in any procurement transaction) discriminate against any person or entity on the basis of such person or entity's status as an "associate of the federal government" (or on the basis of such person or entity's status as a parent, affiliate, or subsidiary of such an associate), except as expressly set out in 2 C.F.R. 200.319(a) or as specifically authorized by USDOJ. The Grantee monitoring responsibilities include monitoring of subrecipient compliance with this condition. 11.Property and Equipment. a. Iowa Administrative Code, Chapter 110 and Section III, 3.7 of OJP's Financial Guide prescribe property rules and regulations. b. The Grantee shall develop procedures to assure competitive acquisition of approved purchases. 6 Page 245 of 650 C. Definition of Equipment: Any item costing $5,000 or more and having an anticipated useful life of more than one year. Chairs, tables, files and movable partitions costing less than $5,000 shall be accounted for in aggregate. All other items of equipment shall be accounted for individually. The above definition identifies a minimum list of items, which must be considered as equipment. The Grantee's accounting system may include other items of equipment as well. d. The Grantee shall maintain property records, inventory control, and maintenance procedures for all non-expendable property purchased all or in part with grant funds. An inventory report form must be completed and submitted with the last project report to the ODCP. Procedures for managing equipment (including replacement, whether acquired in whole or in part with project funds), will, at a minimum, contain records, which include the following: 1.) Description of the property; 2.) Serial number or other identification number; 3.) Source of the property; 4.) Identification of who holds the title; 5.) Acquisition date; 6.) Cost of the property; 7.) Location of the property; and 8.) Disposition data including the date of disposal and sale price. e. Title of Property: Notwithstanding any other provision of law, title to all expendable and nonexpendable property purchased with grant funds made available under the Grant Program shall vest in the agency that purchased the property, if it certifies to the ODCP that it will use the property for the purposes outlined in the grant application. If such certification is not made, title to the property shall vest in the State of Iowa, which shall seek to have the property used for program related purposes elsewhere in the state prior to using it or disposing of it in any other manner. f. Use of Property: The Grantee may use property acquired in whole or in part with Federal funds for the authorized purpose of the original grant as long as needed whether or not the program or project continues to be supported by Federal funds. 12.Computer Systems. No federal funding may be used to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography. Nothing in this subsection limits the use of funds necessary for any Federal, State, tribal, or local law enforcement agency or any other entity carrying out criminal investigations, prosecution, or adjudication activities. 13.Travel. Travel specifically identified in the grant application and budget is approved for reimbursement by the ODCP. Out of state training and travel not identified and approved in the application and grant budget requires approval by the ODCP prior to reimbursement. Requests for out-of-state training and travel must be submitted to the ODCP in writing. The Grantee shall follow its own written policies, or conditions set forth in the grant. Meal and lodging rates cannot exceed state rates. 7 Page 246 of 650 In-State meal rates o Breakfast $8.00 o Lunch$10.00 o Dinner$19.00 Out of State: Meal rates are determined by City Level. The following link shows the level for the location you are traveling to -https://das.iowa.gov/state-accounting/travel-relocation/out-state-travel/out-state-city- levels Leven Level Level Level Breakfast $ 8.00 $ 8.00 $10.00 $12.00 Lunch $10.00 $11.00 $12.00 $15.00 Dinner $19.00 $25.00 $29.00 $38.00 In-state lodging is limited to $72.80 including taxes. Out-of state lodging limits are defined by the federal travel regulations (FTR) https://www.gsa.gov/travel/Tlan-book/per-diem-rates There may be exceptions to the lodging rates when staying at the facility hosting the event. If the event location rate exceeds the rate listed above, contact our office to receive prior approval. In the event a reasonable and prudent policy does not exist, State of Iowa approval rates will apply to subrecipient travel costs. Subrecipients are encouraged to contact ODCP with questions regarding travel reimbursement rates and processes. 14.Payments. Expenditure reports must be submitted monthly. Expenditure reimbursement shall be made on program cash expenditures included in the grant budget and upon the receipt and acceptance by the ODCP of a properly completed and authorized expenditure report and supporting documentation. Reimbursement must be requested within 23 days after the end of the period for which payment is being requested. Payments may be adjusted to correct disallowance's resulting from audit or contract review. Reimbursement may be withheld if a grantee is delinquent in program reporting or if the grantee fails to meet any contract condition. 15.Reporting. Form to be Used: Due Date: a. Claim for Reimbursement - Completed Due by the 23rd day of each month, online at www.iowagrants.gov following expenditures. Projects in good standing may elect to submit on a quarterly basis. b. Quarterly Progress Reports - Completed Due Date: 8 Page 247 of 650 online at www.iowagrants. ov October 23rd January 23rd April 23rd July 23rd c. Inventory Report Form Due Date Equipment purchased all or in part July 31St with grant funds must be listed on the inventory report form. (See property.) Due to the ODCP 30 days after the grant period. d. Annual Audit Report Due Date If agencies are exempt from audit For July 1St through June 30th requirements, the Grantee must keep audit is due by March 31St records that are available for review or audit by appropriate officials including the Federal agency, the State agency, and the US Government Accountability Office (GAO). 16.Awards to private agencies - accounting system audit requirement. These organizations must have financial and compliance audits conducted by qualified individuals who are organizationally, personally, and externally independent from those who authorize the expenditure of Federal funds. This audit must be conducted in accordance with the Government Auditing Standards (December 2011 Revision), as found on the GAO website. The purpose of this audit is to ascertain the effectiveness of the financial management systems and internal procedures that have been established to meet the terms and conditions of the award. Audits must be conducted no less frequently than every 2 years. The dollar threshold applies as established for audit reports in OMB Circular A-133, as amended. 17.Audits: Subrecipients of Federal funds are required to permit access to their records and financial statements as necessary to comply with Title 2 CFR Part 200, Subpart F Audit Requirements and Code of Iowa, Chapter 11, Audit of Counties, Cities and School Districts. Non-Federal entities that expend $750,000 or more in Federal funds (from all sources including pass-through subawards) in the State fiscal year (July 1 - June 30) shall have a single organization-wide audit conducted in accordance with the provisions of Title 2 CFR Part 200, Subpart F. Non-Federal entities that expend less than $750,000 in Federal awards in a fiscal year are exempt from audit requirements for that year. Records must be available for review or audit by appropriate officials including the Federal agency, pass-through entity, and General Accounting Office (GAO). 9 Page 248 of 650 A management letter must be submitted with the audit report. Grantee audit reports must be submitted no later than nine (9) months after the close of each fiscal year during the term of the award. Grantees shall comply with any audit resolution activities as directed by the ODCP. Audit costs for audits not required or performed in accordance with Title 2 CFR Part 200, Subpart F are not allowable. If the grantee did not expend $750,000 or more in Federal funds in its fiscal year, but contracted with a certified public accountant to perform an audit; these costs may not be charged to the grant. 18.Monitoring/Evaluation. The ODCP reserves the right to monitor the Grantee's performance through site visits, reports, or other means deemed necessary by the ODCP. The Grantee agrees that the ODCP may conduct site visits to review grant compliance, assess management controls, assess the applicable activities or strategies, and provide technical assistance. In addition, the Grantee shall provide any data or information required for the purposes of monitoring and program evaluation. Such evaluation may be conducted by the ODCP or other appropriate agencies. The Grantee shall ensure the cooperation of the Grantee's employees, agents, and board members in such efforts. Following each site visit or review the ODCP may submit a written report to the Grantee, which will identify the findings. A corrective action plan with a timetable to address any deficiencies or problems noted in the report may be requested by the ODCP. The corrective action plan shall be submitted to the ODCP for the approval within the timeline outlined in the written report. The Grantee shall carry out the plan after it is approved by the ODCP. Failure to do so may result in suspension or termination of funding. 19.Changes in the Program. a. Changes in Service: Changes in types of services provided by the Grantee as agreed to in the application and award require prior approval by the ODCP. Discontinuation or modification of a service without prior approval may result in a decrease in the grant amount or termination of the grant. b. Changes in Location: The Grantee shall notify the ODCP of any change in office or service location (relocation, addition, or deletion) from that shown in the application within 72 hours of such change. C. Changes in Program Director or Other Personnel: When there is a change in the program director or any other personnel supported by the grant from that shown on the application, the ODCP must be notified. The Grantee is responsible for replacement, and written notification to the ODCP of each action within 72 hours. d. Change in Legal Applicant/Grantee: This grant shall not be assigned, transferred, or conveyed in whole or in part by the Grantee to any third party or parties without prior written approval from the ODCP. A change in legal applicant is the process whereby the legal and administrative responsibility for administering the grant is transferred from one legal entity to another. A change of Grantee must be approved in advance by the ODCP. The ODCP reserves the right to not contract with a new Grantee. A written agreement of the original Grantee to relinquish all rights to the 10 Page 249 of 650 project; and, a written agreement of the new Grantee to accept all the terms and conditions of the contract must be submitted to and approved by the ODCP prior to the date of transfer. e. Change in Budget: Due to the fact that budget line item amounts are only estimates of budget expenditure, funds may be reallocated among budget line items. Budget revision requests must be submitted, and approved by, the ODCP prior to the revised expenditure of funds. The ODCP will not reimburse funds for unapproved expenditures. Budget revisions may be requested, via iowagrants.,ov, by the legal applicant and/or the legal applicant's authorized designee (e.g. the Program/Project Director), who must certify that the change in budget does not constitute a change in the goals and objectives of the program. 20.Copyrights. The U.S. Department of Justice and the State of Iowa, ODCP reserve a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use: a) the copyright in any work developed under a grant, or contract under a grant or subgrant; and b) any rights of copyright to which Grantee or contractor purchases ownership with grant support. 21.Federal Funds Acknowledgment. Program directors are encouraged to make the results and accomplishments of their activities available to the public. Prior ODCP approval is not needed for publishing the results of an activity under a grant project; however, an acknowledgment of State/Federal support must be made. The Grantee shall, when issuing statements, press releases, and other documents describing the grant project, clearly state: a, the percentage of the total cost of the project which was or will be financed with Federal and State funds; and b) the dollar amount of Federal and State funds for the project. Any publication (written, visual, or sound), whether published at the Grantee's or government's expense, shall contain the following statements: (NOTE: This excludes press releases, newsletters, and issue analyses.) "This project was supported by Grant No. , awarded by the U. S. Department of Justice. Points of view in this document are those of the author and do not necessarily represent the official position or policies of the U.S. Department of Justice or the Governor's Office of Drug Control Policy." 22.Release of Information and Confidentiality of Records. a. Release of Public Grant Information: The Grantee is required to make available all records, papers and other documents kept by the Grantee relating to the receipt and disposition of any funds, if requested by any member of the public. All such records shall be available except when access to the records is limited by Federal or State confidentiality regulations. The intended use of such information will not be a criterion for release. b. Confidentiality of Records: The Grantee shall maintain the confidentiality of all confidential records related to this grant in accordance with Federal and State laws. Privacy rights of parents and students apply to this program. Grantee policies and procedures shall provide that records of the identity, diagnosis, prognosis, or 11 Page 250 of 650 treatment of any client which are maintained in connection with the performance of the grant be kept confidential and be used only for the purposes and under the circumstances expressly authorized under the Federal confidentiality regulations 42 CFR part 2 "Confidentiality of Alcohol and Drug Abuse Patient Records" and the Code of Iowa, Chapter 22.7. The Grantee shall comply with all confidentiality requirements of 42 U.S.C. 37898 and 28 CFR part 22 that are applicable to the collection, use, and revelation of data or information. 23.Protection of human research subjects The grantee (and any subrecipient at any tier) must comply with the requirements of 28 C.F.R. Part 46 and all OJP policies and procedures regarding the protection of human research subjects, including obtainment of Institutional Review Board approval, if appropriate, and subject informed consent. 24.Conflict of Interest. The Grantee shall establish safeguards to prevent employees, consultants, or members of governing bodies from using their positions for purposes that are, or give the appearance of being, motivated by the desire for private gain for themselves or others with whom they have family, business, or other ties. 25.Report Misuses of Funds. The Grantee must promptly refer to the ODCP any credible evidence that a principal, employee, agent, contractor, subgrantee, subcontractor, or other person has either 1) submitted a false claim for grant funds under the False Claims Act; or 2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving grant funds. This condition also applies to any subcontract for services. 26.Restrictions and certifications regarding non-disclosure agreements and related matters. No Grantee or subrecipient under this award, or entity that receives a contract or subcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts, or purports to prohibit or restrict, the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of a Federal department or agency authorized to receive such information. The foregoing is not intended, and shall not be understood by the agency making this award, to contravene requirements applicable to Standard Form 312 (which relates to classified information), Form 4414 (which relates to sensitive compartmented information), or any other form issued by a Federal department or agency governing the nondisclosure of classified information. 1) In accepting this award, the Grantee-- a) represents that it neither requires nor has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and 12 Page 251 of 650 b) certifies that, if it learns or is notified that it is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict) reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds, will provide prompt written notification to the agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency. 27.Drug Free Workplace. Each Grantee receiving an award from the Governor's Office of Drug Control Policy shall certify that it will maintain a drug-free workplace, or in the case of a Grantee, who is an individual, certify to the agency that his or her conduct of award activity will be drug-free. If a Grantee makes a false certification, the Grantee is subject to suspension, termination, and debarment. In order to comply with the Drug Free Workplace Act of 1988, Grantees are required to report any conviction of their employees under a criminal drug statute for violations occurring on the Grantee's premises or off the Grantee's premises while conducting official business. A report of a conviction must be made to the ODCP within ten (10) days of receiving notices of such conviction. 28.Americans With Disabilities Act. The Grantee shall comply with Subtitle A, title II of the Americans with Disabilities Act (ADA), 42 U.S.C. 12131-12134, and Department of Justice implementing regulation, 28 CFR Part 35. 29.Immigration and Naturalization Service. The Grantee shall complete and keep on file, as appropriate, Immigration and Naturalization Service Employment Eligibility Verification Form (I-9). This form is to be used by recipients of Federal funds to verify that persons are eligible to work in the United States. 30.Limited English Proficiency. "Applicants must certify that Limited English Proficiency persons have meaningful access to the services under this program(s). National origin discrimination includes discrimination on the basis of limited English proficiency (LEP). To ensure compliance with Title VI and the Safe Streets Act, recipients are required to take reasonable steps to ensure that LEP persons have meaningful access to their programs. Meaningful access may entail providing language assistance services, including oral and written translation when necessary. The U.S. Department of Justice has issued guidance for grantees to help them comply with Title VI requirements. The guidance document can be accessed on the Internet at www.lep.aov." Local interpreters and translators may be available through the Iowa Interpreters and Translators Association at htti)s://www.iitanet.ora . 13 Page 252 of 650 31.Nondiscrimination/Equal Employment Opportunity Program. a. All grant recipients, including contractors, will comply with any applicable Federal nondiscrimination requirements, which may include the following: Omnibus Crime Control and Safe Streets Act of 1968 (34 U.S.C. § 10228(c)); Victims of Crime Act of 1984 (34 U.S.C. § 20110(e)); Juvenile Justice Prevention Act of 1974 (34 U.S.C. § 11182(b)); Civil Rights Act of 1964 (42 U.S.C. 2000d); Rehabilitation Act of 1973 (29 U.S.C. 794); Americans with Disabilities Act of 1990 (42 U.S.C. 12131-34); Education Amendments of 1972 (20 U.S.C. 1681, 1683, 1685-86);Age Discrimination Act of 1975 (42 U.S.C. 6101-07); 28 C.F.R. pt. 42 (U.S. Department of Justice Regulations — Nondiscrimination; Equal Employment Opportunity; Policies and Procedures); and U.S. Department of Justice Regulation — Partnerships with Faith-Based and Other Neighborhood Organizations (28 C.F.R. pt. 38). b. In the event a Federal or State court or Federal or State administrative agency makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, or sex against a recipient of funds, the Grantee will forward a copy of the finding to the Office for Civil Rights, Office of Justice Programs and the Iowa Governor's Office of Drug Control Policy (ODCP). C. The Grantee will provide an Equal Employment Opportunity Plan (EEOP) to the U.S. Department of Justice, Office of Justice Programs, Office for Civil Rights (OCR), if required to submit one. Grantee agencies receiving less than $25,000; grantee agencies with less than 50 employees; and non-profit organizations, Indian Tribes, and medical and education institutions, are exempt from the EEOP requirement, but the grantee is required to claim the exemption through OCR's EEO Reporting Tool at https://ojp.aov/about/ocr/eeop.htm. Grantees required to submit an EEOP shall submit it directly to the OCR through the online EEO Reporting tool. A copy of the certification form shall also be submitted to the ODCP. Information about civil rights obligations of grantees can be found at www.oj-p.usdoj.aov/ocr . d. In accordance with Federal civil rights laws, the Grantee shall not retaliate against individuals for taking action or participating in action to secure rights protected by these laws. All grant recipients, including contractors, will also comply with the Iowa Civil Rights Act. The Iowa Civil Rights Act, (IAC Ch 216), prohibits discrimination in employment because of a person's: Race, Creed, Color, Sex,Age, National Origin, Gender Identity, Sexual Orientation, Disability, or Religion. e. Grant recipients, if required, must make available, upon request, its Affirmative Action Program containing goals and time specifications. f. This contract may be suspended or terminated, in whole or in part, in the event of the Grant recipient's noncompliance with this section and the recipient may be declared ineligible for further contracts with the ODCP. Additionally, the ODCP may take further action by imposing other sanctions or invoking other remedies as provided by the Iowa Civil Rights Act of 1965 or as otherwise provided by law. g. The U.S. Department of Justice, Office for Civil Rights issued an advisory document for grant recipients on the proper use of arrest and conviction records in making hiring decisions. See Advisory for Recipients of Financial Assistance from the U.S. Department of Justice on the U.S. Equal Employment Opportunity Commission's Enforcement Guidance: Consideration of Arrest and Conviction Records in Employment Decisions Under Title VII of the Civil Rights Act of 1964 (June 2013), 14 Page 253 of 650 available at https://ojp.gov/about/ocr/pdfs/UseofConviction_Advisory.pdf. Recipients should be mindful that the misuse of arrest or conviction records to screen either applicants for employment or employees for retention or promotion may have a disparate impact based on race or national origin, resulting in unlawful employment discrimination. In light of the Advisory, the Grantee should consult local counsel in reviewing their employment practices. If warranted, the Grantee should also incorporate an analysis of the use of arrest and conviction records in their Equal Employment Opportunity Plans. 32.Findings of Discrimination. The Grantee assures that in the event a Federal or State court or administrative agency makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, disability, age, sexual orientation, gender identity, or sex against a recipient of funds, the Grantee will promptly forward a copy of the finding to the Governor's Office of Drug Control Policy. 33.Determination of suitability required, in advance, for certain individuals who may interact with participating minors 1. Advance determination regarding suitability. The Grantee (and any subrecipient at any tier) may not permit any covered individual to interact with any participating minor in the course of activities under the award, unless the Grantee or subrecipient first has made a written determination of the suitability of that individual to interact with participating minors, based on current and appropriate information as described in paragraph 3.e., and taking into account the factors and considerations described in paragraph 4. 2. Updates and reexaminations a. The Grantee (or subrecipient) must, at least every five years, update the searches described in paragraph 3.e, reexamine the covered individual's suitability determination in light of those search results, and, if appropriate, modify or withdraw that determination. b. The Grantee also must reexamine a covered individual's suitability determination upon learning of information that reasonably may suggest unsuitability and, if appropriate, modify or withdraw that determination. 3. Definitions a. "Covered individual" means any individual (other than a participating minor, as defined in this condition, or a client of the Grantee (or subrecipient)) who is expected, or reasonably likely, to interact with any participating minor (other than the individual's own minor children). A covered individual need not have any particular employment status or legal relationship with the Grantee (or subrecipient). Such an individual might be an employee of a Grantee (or subrecipient), but also might be (for example) a consultant, contractor, employee of a contractor, trainee, volunteer, or teacher. b. "Participating minor." All individuals under 18 years of age participating in grant funded activities are participating minors. c. "Interaction" includes physical contact, oral and written communication, and the transmission of images and sound, and may be in person or by electronic (or similar) means. But "interaction" does not include- 15 Page 254 of 650 i. brief contact that is both unexpected by the Grantee (or subrecipient) and unintentional on the part of the covered individual -- such as might occur when a postal carrier delivers mail to an administrative office. ii. personally-accompanied contact -- that is, infrequent or occasional contact (for example, by someone who comes to make a presentation) in the presence of an accompanying adult, pursuant to written policies and procedures of the Grantee (or subrecipient) that are designed to ensure that -- throughout the contact -- an appropriate adult who has been determined to be suitable pursuant to this condition will closely and personally accompany, and remain continuously within view and earshot of, the covered individual. d. "Activities under the award." Whether paid for with federal funds from the award, "matching" funds, or "program income" for the award include both-- i. activities carried out under the award by the Grantee (or subrecipient); and ii. actions taken by an entity or individual pursuant to a procurement contract under the award or to a procurement contract under a subaward at any tier. e. "Current and appropriate information" In addition to information resulting from checks or screening required by applicable federal, state, tribal, or local law, and/or by the Grantee's (or subrecipient's) written policies and procedures, current and appropriate information includes the results of all required searches listed below, each of which must be completed no earlier than six months before the determination regarding suitability. i. Public sex offender and child abuse websites/registries A search (by current name, and, if applicable, by previous name(s) or aliases), of the pertinent and reasonably- accessible federal, state, and (if applicable) local and tribal sex offender and child abuse websites/public registries, including— a. the Dru Sjodin National Sex Offender Public Website (www.nsopw.gov); b. the website/public registry for each state (and/or tribe, if applicable) in which the individual lives, works, or goes to school, or has lived, worked, or gone to school at any time during the past five years; and c. the website/public registry for each state (and/or tribe, if applicable) in which the individual is expected to, or reasonably likely to, interact with a participating minor in the course of activities under the award. ii. Criminal history registries and similar repositories of criminal history records For each individual at least 18 years of age who is a covered individual under this FY 2019 award, a fingerprint search (or, if the Grantee or subrecipient documents that a fingerprint search is not legally available, a name-based search, using current and, if applicable, previous names and aliases) -- encompassing at least the time period beginning five calendar 16 Page 255 of 650 years preceding the date of the search request -- of pertinent state (and, if applicable, local and tribal) criminal history registries or similar repositories, including-- a. the criminal history registry for each state in which the individual lives, works, or goes to school, or has lived, worked, or gone to school at any time during the past five years; and b. the criminal history registry for each state in which he or she is expected to, or reasonably likely to, interact with a participating minor in the course of activities under the award. 4. Factors and considerations in determinations regarding suitability In addition to the factors and considerations that must or may be considered under applicable federal, state, tribal, or local law, and under the Grantee's (or subrecipient's) written policies and procedures, in making a determination regarding suitability, the Grantee (or subrecipient) must consider the current and appropriate information described in paragraph 3.e. In particular (unless applicable law precludes it), with respect to either an initial determination of suitability or a subsequent reexamination, the Grantee (or subrecipient) may not determine that a covered individual is suitable to interact with participating minors in the course of activities under the award if the covered individual-- a. Withholds consent to a criminal history search required by this condition; b. Knowingly makes (or made) a false statement that affects, or is intended to affect, any search required by this condition; c. Is listed as a registered sex offender on the Dru Sjodin National Sex Offender Public Website; d. To the knowledge of the Grantee (or subrecipient), has been convicted -- whether as a felony or misdemeanor -- under federal, state, tribal, or local law of any of the following crimes (or any substantially equivalent criminal offense, regardless of the specific words by which it may be identified in law): i. sexual or physical abuse, neglect, or endangerment of an individual under the age of 18 at the time of the offense; ii. rape/sexual assault, including conspiracy to commit rape/sexual assault; iii. sexual exploitation, such as through child pornography or sex trafficking; iv. kidnapping; v. voyeurism; or e. Is determined by a federal, state, tribal, or local government agency not to be suitable. 5. Administration; rule of construction a. The requirements of this condition are among those that must be included in any subaward (at any tier), and must be monitored. They apply as of the date of acceptance of the grant, and throughout the remainder of the period of performance. b. The Grantee is to contact the ODCP with any questions regarding the requirements of this condition and must not allow a covered individual to interact with a participating minor until such questions are answered. c. Nothing in this condition shall be understood to authorize or require the Grantee, any subrecipient at any tier, or any person or other entity, to violate 17 Page 256 of 650 any federal, state, tribal, or local law, including any applicable civil rights or nondiscrimination law. 34.Equal Treatment for Faith Based Organizations. The Grantee shall comply with the applicable requirements of 28 C.F.R. Part 38, governing "Equal Treatment for Faith Based Organizations". The Equal Treatment Regulation provides in part that grant awards may not be used to fund any inherently religious activities, such as worship, religious instruction, or proselytization. Grant recipients may still engage in inherently religious activities, but such activities must be separate in time or place from the grant funded program, and participation in such activities by individuals receiving services from the grantee or a sub-grantee must be voluntary. The Equal Treatment Regulation also makes clear that organizations participating in programs funded through grant funding are not permitted to discriminate in the provision of services on the basis of a beneficiary's religion. Notwithstanding any other special condition of this award, faith based organizations may, in some circumstances, consider religion as a basis for employment. See http://www.ojl3.aov/about/ocr/equal fbo.htm. 35.Lobbying Restrictions. The Grantee agrees that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the Grantee, to any person for influencing or attempting to influence an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract or grant, and the Grantee receives Federal funds exceeding $100,000, the Grantee shall complete and submit standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions https://www.gsa.gov/forms-library/disclosure-lobbying-activities C. The Grantee shall require that the language of this certification be included in any subcontracts and that all contractors shall certify and disclose accordingly. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 36.Sanctuary Jurisdiction. (Byrne JAG & PSN Grantees Only) Grantee will comply with the provisions of 8 U.S.0 §1373 and 1644 which addresses the exchange of information regarding citizenship and immigration status among Federal, State, and local government entities and officials from "prohibit[ing] or in any way restrict[ing]" government officials or entities from sending to, or receiving from, Federal immigration officers information concerning an individual's citizenship or immigration status. Certain grantee s/sub grantees may also be required to complete a U.S. DOJ certification. 18 Page 257 of 650 The following provisions apply to the recipient of this award, if the recipient is a unit of local government, and also apply to any local-government subrecipient of this award at any tier a. A local ordinance, -rule, -regulation, -policy, or -practice (or an applicable State statute, -rule, -regulation, - policy, or -practice) must be in place that is designed to ensure that agents of the United States acting under color of Federal law in fact are given access to a local-government (or local-government-contracted) correctional facility for the purpose of permitting such agents to meet with individuals who are (or are believed by such agents to be) aliens and to inquire as to such individuals' right to be or remain in the United States. b. A local ordinance, -rule, -regulation, -policy, or -practice (or an applicable State statute, -rule, -regulation, - policy, or -practice) must be in place that is designed to ensure that, when a local-government (or local-government contracted) correctional facility receives from DHS a formal written request authorized by the Immigration and Nationality Act that seeks advance notice of the scheduled release date and time for a particular alien in such facility, then such facility will honor such request and - - as early as practicable. 37.Sanctuary Jurisdiction (Iowa Code). The Grantee shall comply with the provisions of Iowa Code chapter 27A, which applies to the enforcement of immigration laws. Grantees who are found to be in non-compliance with Iowa Code 27A are ineligible to receive funds through the ODCP. Rules governing the determination of non-compliance and the reinstatement of eligibility are provided in Iowa Administrative code 541 chapter 13. 38.Liability. a. If any provision contained herein is in conflict with any State or Federal law or shall be declared to be invalid by any court of record of this State, such invalidity shall affect only such portions as are declared invalid or in conflict with the law. Any remaining portion ruled valid by the court shall continue to be in effect. b. The ODCP reserves all administrative, contractual and legal remedies, which are available in the event that the Grantee violates or breaches the terms of this contract. 39.Drug Task Force. Officers funded by the Office of Drug Control Policy who encounter minors who as a direct or indirect result of the presence and or the use of any illegal drug are at risk of exposure, abuse, or neglect shall at a minimum report the encounter to the Department of Human Services. Task forces are strongly encouraged to participate in a Drug Endangered Children program designed to identify and protect the wellbeing of these youth. 40.Drug Task Force Training. Each current member of a law enforcement task force funded with these funds who is a task force commander, agency executive, task force officer, or other task force member of equivalent rank, will complete Department of Justice required online (internet-based) task force training. All task force members are required to complete this training once during 19 Page 258 of 650 the life of this award, or once every four years if multiple awards include this requirement. The training is provided free of charge online through BJA's Center for Task Force Integrity and Leadership (www.ctfli.org). This training addresses task force effectiveness as well as other key issues including privacy and civil liberties/rights, task force performance measurement, personnel selection, and task force oversight and accountability. When registering for the training, participants should use the preauthorization code QX6S4 41.Use of Force Training Metrics. (Byrne JAG Grantees Only) Law enforcement agencies receiving director or sub-awarded JAG funding must submit quarterly accountability metrics data related to training that officers have received on the use of force, racial and ethnic bias, de-escalation of conflict, and constructive engagement with the public. 42.NEPA Clandestine Methamphetamine Laboratories. This condition facilitates compliance with the provision of the National Environmental Policy Act NEPA relating to clandestine methamphetamine laboratory operations, including the identification, seizure, or closure of clandestine methamphetamine laboratories [hereinafter, "meth lab operations"]. No Federal monies from this award may be obligated to support meth lab operations unless the grant recipient implements this condition. The Office of Justice Programs (OJP), in consultation with the Bureau of Justice Assistance, the Drug Enforcement Administration, and the Office for Community Oriented Policing Services, prepared a Program-level Environmental, health and safety impacts likely to be encountered by law enforcement agencies as they implement specific actions under their methamphetamine laboratory operations. Consistent with the Assessment, the following terms and conditions shall apply to the grant recipient for any OJP funded meth lab operations: a. The grant recipient shall comply with Federal, State, and local environmental, health, and safety laws and regulations applicable to meth lab operations, to include the disposal of the chemicals, equipment, and wastes resulting from those operations. b. Grant recipients shall have a Mitigation Plan in place that identifies and documents the processes and points of accountability within its state. This plan will be used to ensure the adverse environmental, health, and safety impacts in the Assessment are mitigated in a manner consistent with the requirements of this condition. C. Grant recipients shall monitor grant funded meth lab operations to ensure that they comply with the following nine mitigation measures identified in the Assessment and whose implementation is addressed in the grantee's Mitigation Plan. Methamphetamine Mitigation Conditions Where applicable, grant recipients shall: a. Provide medical screening of personnel assigned or to be assigned by the grantee to the seizure or closure of clandestine methamphetamine laboratories; b. Provide Occupational Safety and Health Administration (OSHA) required initial and refresher training for law enforcement officials and all other personnel 20 Page 259 of 650 assigned to either the seizure or closure of clandestine methamphetamine laboratories; c. As determined by their specified duties, equip the personnel with OSHA required protective wear and other required safety equipment; d. Assign properly trained personnel to prepare a comprehensive contamination report on each seized/closed laboratory; e. Utilize qualified disposal personnel to remove all chemicals and associated glassware, equipment, and contaminated materials and wastes from the site(s) of each seized laboratory; f. Dispose of the chemicals, equipment, and contaminated materials and wastes at properly licensed disposal facilities or, when allowable, at properly licensed recycling facilities; g. Monitor the transport, disposal and recycling components of subparagraphs number "e" and "f' immediately above in order to ensure proper compliance; h. Have in place and implement a written agreement with the responsible State environmental agency. This agreement must provide that the responsible State environmental agency agrees to: (i) timely evaluate the environmental condition at and around the site of a closed clandestine laboratory; and (ii) coordinate with the responsible party, property owner, or others to ensure that any residual contamination is remediated, if determined necessary by the State environmental agency and in accordance with existing State and Federal requirements; i. Have in place and implement a written agreement with the responsible State or local service agencies to properly respond to any minor, as defined by State law, at the site. This agreement must ensure immediate response by qualified persons who can (i) respond to the potential health needs of any minor at the site; (ii) take that minor into protective custody unless the minor is criminally involved in the meth lab activities or is subject to arrest for other criminal violations; (iii) ensure immediate medical testing for methamphetamine toxicity; and(iv) arrange for any follow-up tests, examinations, or health care made necessary as a result of methamphetamine toxicity; and j. Report all clandestine lab responses to the Iowa Division of Narcotics Enforcement using EPIC report form #143. Assistance in completing this form is available by calling 515/281-9054. 43.DUNS/SAM Registration. Grant recipient shall register and provide the Governor's Office of Drug Control Policy a Data Universal Number System (DUNS) number. The Grantee shall maintain a current registration with the System for Award Management (SAM) for the duration of the grant project period. 44.Recipient Integrity and Performance. The Grantee must comply with any and all applicable requirements regarding reporting of information on civil, criminal, and administrative proceedings connected with (or connected to the performance of) this award. Under certain circumstances, recipients of federal grant funds are required to report information about such proceedings, through the Federal System for Award Management (known as "SAM"), to the designated federal integrity and performance system (currently, "FAPIIS"). 21 Page 260 of 650 The details of recipient obligations regarding the required reporting (and updating) of information on certain civil, criminal, and administrative proceedings to the Federal designated integrity and performance system (currently, "FAPIIS") within SAM are posted on the OJP web site at http://ojp.gov/funding/FAPIIS.htm (Award condition: Recipient Integrity and Performance Matters, including Recipient Reporting to FAPIIS), and are incorporated by reference here. 45.Disclosure of"High Risk" Designation by Federal Agency. The Grantee shall disclose to the Office of Drug Control Policy any designation of"high risk" by any Federal grant-making agency currently or at any time during the course of the period of performance under the award. For purposes of this disclosure, high risk includes any status under which a Federal awarding agency provides additional oversight due to the Grantee's past performance, or other programmatic or financial concerns with the Grantee. 46.Breach of Personally Identifiable Information. The Grantee (including other participating agency supported by the award) must have written procedures in place to respond in the event of an actual or imminent "breach" if it (or participating agency)-- 1) creates, collects, uses, processes, stores, maintains, disseminates, discloses, or disposes of "personally identifiable information (PII)" (2 CFR 200.79) within the scope of a grant-funded program or activity, or 2) uses or operates a "Federal information system" (OMB Circular A-130). The Grantee's breach procedures must include a requirement to report actual or imminent breach of PII to the Office of Drug Control Policy no later than 24 hours after an occurrence of an actual breach, or the detection of an imminent breach. The ODCP will in turn report the breach to the appropriate Federal agency. 47.Withholding of Support, Suspension, and Termination. a. Withholding of Support: With ten (10) days written notice, the ODCP may temporarily withhold payment of funds until a corrective action plan has been submitted by Grantee and approved by the ODCP. Reasons may include, but are not limited to the following: 1.) Delinquency in submitting required reports; 2.) Failure to provide adequate management of the funds; 3.) Failure to show satisfactory progress in achieving the objectives of the program or failure to meet the terms and conditions of the contract; and 4.) Failure to regularly coordinate the activities and services with other local providers funded by the ODCP. Temporary withholding of funds does not constitute just cause for the Grantee to interrupt services to clients. b. Suspension: When, as determined by the ODCP, a Grantee has materially failed to comply with the terms and conditions of the grant, the ODCP may, with ten (10) days written notice to Grantee, suspend the grant. Only necessary and proper costs that the ODCP agrees could not have reasonably been avoided during the period of suspension will be paid by the ODCP. Suspension shall remain in effect until the Grantee has shown to the satisfaction of the ODCP that corrective action has been or will be taken, or until the ODCP terminates the grant. C. Termination: 22 Page 261 of 650 1. Termination for Cause: The ODCP may terminate a grant in whole or in part any time before the date of completion if the ODCP determines that the Grantee has failed in a material way to comply with the terms and conditions of the grant. To terminate a grant, the ODCP must send written notice to the Grantee stating the date and reasons for the termination. Payments to the Grantee will be only for services provided or purchases authorized up to the date of termination. Recovery of funds by the ODCP shall be made in accordance with the terms and conditions of this grant. 2. Termination on Other Grounds: In addition to termination for cause, the ODCP grants may be terminated in whole or in part as follows: a By the ODCP with the consent of the Grantee. Both parties agree on the termination conditions, including the effective date and, in the case of partial terminations, the portion to be terminated. b By the Grantee. Sixty (60) days written notice to the ODCP is required. Such notice shall set forth the reason for such termination. Termination of part of the grant is subject to Section 17 entitled "Changes in the Program." c By the ODCP due to the lack of adequate funds to support the grant. Should this contract terminate prior to the expiration date as set forth in the grant cover page, the Grantee agrees to deliver such information and items which are due as of the date of termination. d By the ODCP in whole or in part without the payment of any penalty or incurring any further obligation to the Grantee whenever the ODCP determines that such termination is in the best interests of the State. In this event, the ODCP shall issue a termination notice to the Grantee at least ten (10) days prior to the effective termination date. Following termination upon notice, the Grantee shall be entitled to compensation, upon submission of invoices and proper proof of claim, for services provided under this contract up to and including the date of termination. e In addition, the ODCP may terminate this contract effective immediately without penalty and without advance notice for any of the following reasons: i. The Grantee furnished any statement, representation, warranty or certification in connection with this Contract, the RFP or other solicitation document that is false, deceptive, or materially incorrect or incomplete; ii. The Grantee or any of its officers, directors, employees, agents, contractors or subcontractors has committed or engaged in fraud, misappropriation, embezzlement, malfeasance, misfeasance, or bad faith; iii. The Grantee terminates or suspends its business; iv. The Grantee has failed to comply with any applicable international, Federal, State (including, but not limited to Iowa Code chapter 8F), or local laws, rules, ordinances, regulations or orders when performing within the scope of this Contract; 23 Page 262 of 650 V. The ODCP determines or believes the Grantee has engaged in conduct that: (a) has or may expose the ODCP or the State to material liability, or (b) has caused or may cause a person's life, health or safety to be jeopardized; vi. The Grantee infringes or allegedly infringes or violates any patent, trademark, copyright, trade dress or any other intellectual property right or proprietary right, or the Grantee misappropriates or allegedly misappropriates a trade secret or ; vii. The Grantee fails to comply with any applicable confidentiality laws, privacy laws, or any provisions of this Contract pertaining to confidentiality or privacy. d In the event of termination, the Grantee shall be reimbursed by the ODCP only for those allowable costs incurred or encumbered up to and including the termination date, subject to the continued availability of funds to the ODCP. Upon receipt of notice of termination the Grantee shall cease work under this contract and take all necessary or appropriate steps to limit disbursements and minimize costs, and shall furnish a report within thirty (30) days of the date of notice of termination describing the status of all work under the contract. The Grantee shall also immediately cease using and return to the ODCP any personal property, equipment, or materials provided by the ODCP to the Grantee and shall immediately return to the ODCP any payments made by the ODCP for services that were not rendered by the Grantee. e In the event of termination, the Grantee agrees to deliver such information and items which are due as of the date of termination, including but not limited to partially completed plans, drawings, data, documents, surveys, maps, and reports. The Grantee shall ensure a smooth transition of services to clients, regardless of whether this contract terminates prior to or upon the expiration date of the contract. If the Grantee fails to ensure a smooth transition of services to clients, the ODCP may, at its sole discretion, place the Grantee on its list of contractors barred from entering into any contract with the ODCP and immediately terminate all other existing contracts between the ODCP and the Grantee. The Grantee shall cooperate in good faith with the ODCP and its employees, agents and independent contractors during the transition period between the notification of termination and the substitution of any replacement provider. f. The ODCP shall not be liable for the following costs or expenses: unemployment compensation; the payment of workers' compensation claims, which occur during the Contract or extend beyond the date on which the Contract terminates; any costs incurred by Grantee in its performance of the Contract, including, but not limited to, startup costs, overhead or other costs associated with the performance of the Contract; any damages or other amounts associated with the loss of prospective profits, anticipated sales, goodwill, or for expenditures, investments or commitments made in connection with this Contract; any taxes Grantee may owe in connection with the performance of this Contract, including, but not limited to, sales taxes, excise taxes, use taxes, income taxes or property taxes. g The ODCP reserves all administrative, contractual and legal remedies which are available in the event that the Grantee violates or breaches the terms of this contract. 24 Page 263 of 650 48.Indemnification. The Grantee and its successors and assignees agree to indemnify and hold harmless the State of Iowa and the ODCP and its officers, employees, agents, and volunteers from any and all liabilities, damages, settlements, judgments, costs and expenses, including the reasonable value of time spent by the Attorney General's Office and the costs and expenses and reasonable attorney fees of other counsel required to defend the ODCP or the State of Iowa, related to or arising from any of the following: a. Any violation of this contract. b. Any negligent, intentional, or wrongful act or omission of the Grantee, its officers, employees, agents, board members, contractors or subcontractors, or any other person in connection with this project. C. Any infringement of any patent, trademark, trade dress, trade secret, copyright, or other intellectual property right. d. The Grantee's performance or attempted performance of this contract. e. Any failure by the Grantee to comply with all Federal, State, and local laws and regulations. f. Any failure by the Grantee to make all reports, payments, and withholdings required by Federal and State law with respect to social security, employee income, and other taxes, fees, or costs required by the Grantee to conduct business in the State of Iowa. g. The death, bodily injury or damage to property of any enrollee, agent, employee, business invitee or business visitor of the Grantee or any of its subcontractors. h. Any failure by the Grantee to adhere to the confidentiality provisions of this contract. 49.Warranties. a. The Grantee represents and warrants that: (i) all Deliverables shall be wholly original with and prepared solely by Grantee; or it owns, possesses, holds, and has received or secured all rights, permits, permissions, licenses and authority necessary to provide the Deliverables to the ODCP hereunder and to assign, grant and convey the rights, benefits, licenses and other rights assigned, granted or conveyed to the ODCP hereunder or under any license agreement related hereto without violating any rights of any third party; (ii) Grantee has not previously and will not grant any rights in any Deliverables to any third party that are inconsistent with the rights granted to the ODCP herein; and (iii) the ODCP shall peacefully and quietly have, hold, possess, use and enjoy the Deliverables without suit, disruption or interruption. b. The Grantee represents and warrants that: (i) the Deliverables (and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such Deliverables); and (ii) the ODCP's use of, and exercise of any rights with respect to, the Deliverables (and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such Deliverables), do not and will not, under any circumstances, misappropriate a trade secret or infringe upon or violate any copyright, patent, trademark, trade dress or other intellectual property right, proprietary right or personal right of any third party. Grantee further represents and warrants there is no pending or threatened claim, litigation or action that is based on a claim of infringement or violation of an intellectual property right, proprietary right or personal right or misappropriation of a trade secret related to the Deliverables. Grantee shall inform the ODCP in writing immediately upon becoming aware of any 25 Page 264 of 650 actual, potential or threatened claim of or cause of action for infringement or violation or an intellectual property right, proprietary right, or personal right or misappropriation of a trade secret. If such a claim or cause of action arises or is likely to arise, then Grantee shall, at the ODCP's request and at the Grantee's sole expense: (i) procure for the ODCP the right or license to continue to use the Deliverable at issue; (ii) replace such Deliverable with a functionally equivalent or superior Deliverable free of any such infringement, violation or misappropriation; (iii) modify or replace the affected portion of the Deliverable with a functionally equivalent or superior Deliverable free of any such infringement, violation or misappropriation; or (iv) accept the return of the Deliverable at issue and refund to the ODCP all fees, charges and any other amounts paid by the ODCP with respect to such Deliverable. In addition, Grantee agrees to indemnify, defend, protect and hold harmless the State and its officers, directors, employees, officials and agents as provided in the Indemnification section of this Contract, including for any breach of the representations and warranties made by Grantee in this section. The foregoing remedies shall be in addition to and not exclusive of other remedies available to the ODCP and shall survive termination of this Contract. C. The Grantee represents and warrants that the Deliverables (in whole and in part) shall: (i) be free from material Deficiencies; and (ii) meet, conform to and operate in accordance with all Specifications. d. The Grantee represents, warrants and covenants that all services to be performed under this Contract shall be performed in a professional, competent, diligent and workmanlike manner by knowledgeable, trained and qualified personnel, all in accordance with the terms and Specifications of this Contract and the standards of performance considered generally acceptable in the industry for similar tasks and projects. In the absence of a Specification for the performance of any portion of this Contract, the parties agree that the applicable specification shall be the generally accepted industry standard. So long as the ODCP notifies Grantee of any services performed in violation of this standard, Grantee shall re-perform the services at no cost to the ODCP, such that the services are rendered in the above-specified manner, or if the Grantee is unable to perform the services as warranted, Grantee shall reimburse the ODCP any fees or compensation paid to Grantee for the unsatisfactory services. e. The Grantee represents and warrants that the Deliverables will comply with any applicable Federal, State, foreign and local laws, rules, regulations, codes, and ordinances in effect during the term of this Contract, including applicable provisions of Section 508 of the Rehabilitation Act of 1973, as amended, and all standards and requirements established by the Architectural and Transportation Barriers Access Board and the Iowa Department of Administrative Services, Information Technology Enterprise. 50. Status of Grantee. The Grantee shall at all times be deemed an independent contractor. The Grantee, its employees, agents, and any subcontractors performing under this contract are not employees or agents of the State of Iowa or any agency or department of the State. The Grantee shall be responsible for withholding all taxes and shall hold the ODCP harmless for any claims for the same. 26 Page 265 of 650 51.Choice of Law and Forum. The terms and provisions of this contract shall be construed in accordance with the laws of the State of Iowa. Any and all litigation or actions commenced in connection with this contract shall be brought in Des Moines, Iowa, in the Iowa District Court in and for Polk County, Iowa. If, however, jurisdiction is not proper in the Polk County District Court, the action shall only be brought in the United States District Court for the Southern District of Iowa, Central Division, provided that jurisdiction is proper in that forum. This provision shall not be construed as waiving any immunity to suit or liability that may be available to the ODCP or the State of Iowa. 52.Immunity from Liability. Every person who is a party to the Contract is hereby notified and agrees that the State, the ODCP, and all of their employees, agents, successors, and assigns are immune from liability and suit for or from Grantee's and/or subcontractors' activities involving third parties and arising from the Contract. 53.Compliance with Iowa Code chapter 8F. If the Contract is subject to the provisions of Iowa Code chapter 8F, the Grantee certifies it will comply with the requirements of the Iowa Code chapter 8F. The Grantee shall forward any compliance documentation, including but not limited to certifications, and any compliance documentation received from subcontractors by the Grantee to the ODCP. 54.Enhancement of Contractor Employee Whistleblower Protections. 41 U.S.C. 4712 states, "employees of a contractor, subcontractor, grantee [or subgrantee] may not be discharged, demoted, or otherwise discriminated against as a reprisal for "whistleblowing." In addition, whistleblowing protections cannot be waived by any agreement, policy, form or condition of employment. Whistleblowing is defined as making a disclosure "that the employee reasonably believes is evidence of any of the following: • Gross mismanagement of a Federal contract or grant; • A gross waste of Federal funds; • An abuse of authority relating to a Federal contract or grant; • A substantial and specific danger to public health or safety; or, • A violation of a law, rule, or regulation related to a federal contract or grant (including the competition for, or negotiation of, a contract or grant). To qualify under the statute, the employee's disclosure must be made to: • A member of Congress, or a representative of a Congressional committee; • An Inspector General; • The Government Accountability Office; • A federal employee responsible for contract or grant oversight or management at the relevant agency; • An official from the Department of Justice, or other law enforcement agency; • A court or grand jury; or, 27 Page 266 of 650 • A management official or other employee of the contractor, subcontractor, grantee, or subgrantee who has the responsibility to investigate, discover, or address misconduct. The requirement to comply with, and inform all employees of the "Pilot Program for Enhancement of Contractor Employee Whistleblower Protections" is in effect for all grants, contracts, subgrants, and subcontracts. 55.Ownership of Deliverables. Ownership and Assiznment of Other Deliverables. The Grantee agrees that the State and the ODCP shall become the sole and exclusive owners of all Deliverables. Grantee hereby irrevocably assigns, transfers and conveys to the State and the ODCP all right, title and interest in and to all Deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such Deliverables, including copyrights, patents, trademarks, trade secrets, trade dress, mask work, utility design, derivative works, and all other rights and interests therein or related thereto. Grantee represents and warrants that the State and the ODCP shall acquire good and clear title to all Deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Grantee or of any third party, including any employee, agent, contractor, subcontractor, subsidiary or affiliate of Grantee. The Grantee (and Grantee's employees, agents, contractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the Deliverables and shall not use any Deliverables, in whole or in part, for any purpose, without the prior written consent of the ODCP and the payment of such royalties or other compensation as the ODCP deems appropriate. Unless otherwise requested by ODCP, upon completion or termination of this Contract, Grantee will immediately turn over to ODCP all Deliverables not previously delivered to the ODCP, and no copies thereof shall be retained by Grantee or its employees, agents, subcontractors or affiliates, without the prior written consent of the ODCP. To the extent any of Grantee's rights in any Deliverables are not subject to assignment or transfer hereunder, including any moral rights and any rights of attribution and of integrity, Grantee hereby irrevocably and unconditionally waives all such rights and enforcement thereof and agrees not to challenge the State's rights in and to the Deliverables. 56.Confidentiality, IT Standards, and Security. a. The Grantee will comply with and adhere to the following the ODCP and State information technology standards and provide training to Grantee's employees and subcontractors concerning such standards, procedures and protocols as applicable. 1. Data Backup Standard: Applicable to Grantees which utilize data systems to process, store, transmit or monitor information essential to the performance of the ODCP required services. 2. Data Stewardship Standard: Applicable to Grantees which utilize data systems to process, store, transmit or monitor information essential to the performance of ODCP required services. 28 Page 267 of 650 3. Interconnectivity Standard: Applicable to Grantees which utilize data systems to process, store, transmit or monitor information essential to the performance of ODCP required services. 4. Laptop Data Protection Standard: Applicable to Grantees which utilize laptops to process, store, transmit or monitor data essential to the performance of the ODCP required services or connects to state owned or managed network. 5. Removable Storage Encryption Standard: Applicable to Grantees which utilize removable storage devices to process, store, transmit or monitor information essential to the performance of the ODCP required services. 6. Web Application Security Standard: Applicable to Grantees which develop, manage or utilize state resources including but not limited to websites, data systems, desktop applications and web based services. 7. Website Accessibility Standard: Applicable to Grantees which develop and maintain ODCP web pages. Current state information technology standards are accessible online at. https://ocio.iowa.aov/home/standards b. The Grantee will take all precautions and actions necessary to: (i) prevent unauthorized access to the ODCP's and the State's systems, networks, computers, property, records, data, and information; and (ii) ensure that all of the ODCP's and the State's documentation, electronic files, data, and systems are developed, used, and maintained in a secure manner, protecting their confidentiality, integrity and availability. Grantee agrees that it will not copy, reproduce, transmit, or remove any ODCP (or State) information or data without the prior written consent of the ODCP. Grantee agrees that it shall be liable for any damages, losses, and expenses suffered or incurred by the ODCP or the State as a result of: (a) any breach of this section, or (b) any breaches of security (including those described below) that are caused by any action or omission of Grantee or Grantee's employees, agents and subcontractors. Breaches of security include, but are not limited to: 1 Disclosure of confidential or sensitive information; 2 Unauthorized access to ODCP or State systems; 3 Illegal technology transfer; 4 Sabotage or destruction of ODCP or State information or information systems; 5 Compromise or denial of ODCP or State information or information systems; 6 Damage to or loss of ODCP or State information or information systems; and 7 Theft. a. The Grantee shall immediately report to the ODCP any such breach of security. In the event of a breach of this section or any breach of security as described herein, the ODCP may terminate this Agreement immediately without penalty or liability to the ODCP and the State and without affording Grantee any opportunity to cure. 57.Qualifications of Staff. The Grantee shall be responsible for assuring that all persons, whether they are employees, agents, subcontractors or anyone acting for or on behalf of the Grantee, are properly licensed, certified or accredited as required under applicable Federal and State law and the 29 Page 268 of 650 Iowa Administrative Code. The Grantee shall provide standards for service providers who are not otherwise licensed, certified or accredited under Federal or State law or the Iowa Administrative Code. 58.State Agencies and Iowa Regent Institutions. If the Grantee is a state agency or state of Iowa Regent Institution: a) Section 45 (Indemnification) and Section 47 (Status of Grantee) shall be of no force and effect. b) Section 46 (Warranties) shall be modified to delete the phrase "and warrants" each time said phrase is mentioned. Additionally, the following sentence shall be deleted from 46(b): "In addition, Grantee agrees to indemnify, defend, protect and hold harmless the State and its officers, directors, employees, officials and agents as provided in the Indemnification section of this Contract, including for any breach of the representations and warranties made by Grantee in this section." c) Section 52 shall be modified to add the following sentence: The ODCP and State agree to provide to Grantee a non-exclusive, royalty-free license to use the Deliverables for its own research and educational purposes, for the purpose of complying with this Grant, and for any purpose authorized or required by federal or state law. Revised December 14, 2020 30 Page 269 of 650 Iowa Governor's Office of Drug Control Policy STANDARD GRANT CONDITIONS CERTIFICATION Legal Applicant & Program/Project Director On behalf of, (agency) I have read, understand, and agree to abide by the Standard Grant Conditions for the Iowa/Governor's Office of Drug Control Policy Grant Program. (Legal Applicant—Print or Type) (Signature Legal Applicant) (Date) (Program/Project Director—Print or Type) (Signature Program/Project Director) (Date) ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Iowa Governor's Office of Drug Control Policy STANDARD GRANT CONDITIONS CERTIFICATION Contract Services (If Applicable) (contracting agency) has entered into an agreement with (Legal Applicant)to provide services through a grant provided by the Office of Drug Control Policy. The applicant agency has provided a copy of the standard grant conditions. I have read, understand, and agree to abide by the Standard Grant Conditions for the Iowa/Governor's Office of Drug Control Policy Grant Program. (Signature Contracting Agency) (Date) 31 Page 270 of 650 32 Page 271 of 650 CITY OF WATERLOO Council Communication Resolution approving Completion of Project and Recommendation of Acceptance of Work, for work performed by Parking-Inc., of Des Moines, Iowa, in the amount of$207,966, in conjunction with the Waterloo Parking Access and Control System Project. City Council Meeting:2/15/2021 Prepared: 1/26/2021 ATTACHMENTS: Description Type ❑ Final Acceptance of Work-Parking Inc. Backup Material Resolution approving Completion of Project and Recommendation of SUBJECT: Acceptance of Work, for work performed by Parking-Inc., of Des Moines, Iowa, in the amount of$207,966, in conjunction with the Waterloo Parking Access and Control System Project. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Approval Page 272 of 650 PARKING, Proposal 515-244-5325 1 515-314-8400 1 Parking-Inc.com CUSTOMER QUANTITY DESCRIPTION UNIT PRICE AMOUNT City of Waterloo 1 T On Premise 40,453.00 40,453.00' ADDRESS 1 Equipment Proposal 186,145,QD 186,145.00 180 West 5th Street 1T� l -3,457.00 -3,457.00 TIBA System CC_ARD License TMS- Ce� TIBPa Standard Edition. PCI Certified Credit CITYlSTATElZIP 1 y - -4,150.00 -4,150.00 card software,wlout Server.__ Walerloo,lowa,50701 1 Tiba System Credit Card License -3,745.00 -3,736.00 TMS-SmarlPark-Additional workstation software license. 1 4,745.00 4,745.00 _�— rkstwtinrilicenae_h[rnrilP_t=iret_3 1AlnrkctatlnOJtcpnsra PROJECT -2,544.00 Tib Pa ESTIMATE NO 3312020Mar DATE 3!311!020 SALESPERSON Craig Buscher E-MAIL area.ahlhelmC�waterloo- �' — >a.nrg PHONE 31929/10145 -- ATTENTION 0.00 GregAhlhelm SUBTOTAL. 207,966,00 PAYMENTTERMS THIS PROPOSAL INCLUDES THE CONDITIONS NOTED: TAX RATE 0:00 40%,40%,20% Enter conditions here SALES TAX 0.00 THIS PROPOSAL IS GOOD UNTIL THE FLLOWING DATE OTHER TOTAL 207,966.00 Sign Here to Accept Quote: Authorized Rep Date 515.314,8400 - 401 GRAND AVE. DIES MOINES, IOWA 50309 USA parking-inc.corn Page 273 of 650 CITY OF WATERLOO Council Communication Resolution approving Completion of Project and Acceptance of Work for work performed by Don Gardner Construction Co., of Waterloo, Iowa, in the amount of$263,760, in conjunction with replacement of the east and west mechanical roofs at Young Arena. City Council Meeting:2/15/2021 Prepared: 1/27/2021 ATTACHMENTS: Description Type ❑ Final Acceptance Letter Backup Material Resolution approving Completion of Project and Acceptance of Work for SUBJECT: work performed by Don Gardner Construction Co.. of Waterloo, Iowa, in the amount of$263.760, in conjunction with replacement of the east and west mechanical roofs at Young Arena. Submitted by: Submitted By: Travis Nichols, Facilities/Project Manager Recommended Action: It is recommended that the project be accepted and that Council approve the "Statement of Completion and Final Acceptance of Work." In accordance with the contract documents, based on on-site observations Summary Statement: and the data comprising this project, Jason Hackman, Project Architect for Benchmark, Inc. certifies completion of this project. Expenditure Required: $263,700.00 Source of Funds: CIP bond funds. Policy Issue: Strategy 4.5: Quality of Place Page 274 of 650 ROOF AND PAVEMENT CONSULTANTS -APBenchmark INC January 28, 2021 Travis Nichols City of Waterloo 125 Commercial Street Waterloo, IA 50703 FINAL PROJECT ACCEPTANCE FY2019 Young Arena Roof Replacement Project Contract No. 998 Benchmark Project 19WATWATER002C Dear Travis, Completion Punch List inspection of the above-captioned project was performed on December 18, 2020 by Jason Hackman, RRO, Benchmark, Inc. As a result of this inspection, a punch list was issued to General Contractor, Don Gardner Construction. Don Gardner Construction has acknowledged completion of all punch list items and provided all closeout submittals. Currently, Benchmark considers Don Gardner Construction's contract to be complete, and recommends The City of Waterloo release all unpaid amounts due to the Contractor. Please contact me if there are any closeout-related issues that need to be discussed. Sincerely, BENCHMARK, INC. Jason Hackman, RRO Staff Consultant 6065 Huntington Court NE Cedar Rapids IA 52402 319.393.9100 319.393.3994 benchmark-inc.com 2110 Pewaukee Rd.,Suite D Waukesha,W153186 319.393.9100 262.549.1308 Page 275 of 650 CITY OF WATERLOO Council Communication Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Koelker Excavating, Inc., of Marion, Iowa, in the amount of$644,768.50, in conjunction with the Cedar Valley Crossing Subdivision, and receive and file a two-year maintenance bond. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ Cedar Valley Crossing Maintenance Bond Backup Material ❑ Statement of Completion Backup Material Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Koelker Excavating, Inc.. of SUBJECT: Marion, Iowa, in the amount of$644.768.50, in conjunction with the Cedar Valley Crossing Subdivision, and receive and file a two-year maintenance bond. Submitted by: Submitted By:Dennis J. Gentz, PE,Assistant City Engineer Summary Statement: The improvements have been completed in substantial conformance with the construction plans, standards, and requirements of this office. Background Information: Engineer- Clapsaddle-Garber Associates Page 276 of 650 WEST BEND A MUTUAL. INSURANCE COMPANY'" Bond Number 2454367 Subdivision Maintenance Bond That Koelker Excavating Inc. of 6245 Partners Ave. Marion, IA 52302-4733 as Principal, hereinafter called Principal, and WEST BEND MUTUAL INSURANCE COMPANY of Wisconsin,with its principal office in the City of Middleton, Wisconsin, and duly authorized and licensed to do business in the State of IA , as Surety, hereinafter called Surety, are held and firmly bound unto City of Waterloo as Obligee, hereinafter called Owner,for the use and benefit of claimants as hereinafter provided in the amount of Six Hundred and Forty-Four Thousand Seven Hundred and Sixty-Eight Dollars and Fifty Cents Dollars ($ 644,768.50 ) for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns,jointly and severally,firmly by these presents. WHEREAS, the Principal has completed Grading ROW, Rock Base, Drain Tile, Paving, Storm Sewer, Sanitary Sewer, &Top Sail improvements in the Cedar Valley Crossing Subdivision which has been inspected and approved by and WHEREAS, said contract provides that the Principal will furnish a bond to guarantee, for the period of 2 year(s) after approval of the improvements by the owner, against all defects in workmanship which may become ap- parent during said period, and WHEREAS, the said Subdivision has been completed and was approved on February 15th , 20 21 NOW,THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Principal shall indemnify the Obligee for all loss that the Obligee may sustain by reason of any defective workmanship which becomes apparent during the period of 2 year(s)from and after February 15th , 20 21 , then this obligation shall be null and void; otherwise it shall remain in full force and effect. Signed and Sealed this 25 day of January •20 21 Principal: Koelker Excavatio Inc. By (SEAL) Witness: Name Typed: r1 Title S u rety: West Bend Mutual Insurance Company y � By: Z -- (SEAL) Witness. _ Name Typed: Andy Scanlon _ ,Attorney-In-Fact Title MICHIGAN ONLY: This policy is exempt from the filing requirements of Section 2236 of the Insurance Code of 1956, 1956 PA 218 and MCL 500.2236. NB 0587 11 17 Page 1 of 1 PO Box 620976 1 Middleton,WI 53562 l Phone:(608)410-3410 1 Fax:(877)674-2663 l wwwmbmi.com Page 277 of 650 WEST BENC1 THE SILVER LINING A MUTUAL INSURANCE COMPANY' Bond No. 2454367 POWER OF ATTORNEY Know all men by these Presents,That West Bend Mutual Insurance Company,a corporation having its principal office in the City of West Bend,Wisconsin does make,constitute and appoint: Andy Scanlon lawful Attorneys)-in-fact,to make,execute,seal and deliver for and on its behalf as surety and as its act and deed any and all bonds, undertakings and contracts of suretyship,provided that no bond or undertaking or contract of suretyship executed under this authority shall exceed in amount the sum of: Ten Million Dollars($10,000,000) This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of West Bend Mutual Insurance Company at a meeting duly called and held on the 21st day of December, 1999. Appointment of Attorney-In-,Fact The president or any vice president or any other officer of West Bend Mutual Insurance Company may appoint by written certificate Attorneys-In-Fact to act on behalf of the company in the execution of and attesting of bonds and undertakings and other written obligatory instruments of like nature. The signature of any officer authorized hereby and the corporate seal maybe affixed by facsimile to any such power of attorney or to any certificate relating therefore and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the company,and any such power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the company in the future with respect to any bond or undertaking or other writing obligatory in nature to which it is attached. Any such appointment maybe revoked,for cause,or without cause,by any said officer at anytime. In witness whereof,the West Bend Mutual Insurance Company has caused these presents to be signed by its president undersigned and its corporate seal to be hereto duly attested by its secretary this 22nd day of Se tember,2017. Attest pO�naArt:"''; Christopher C.Z Bart S: Kevin A. Steiner �' SEAL Secretary ? :' Chief Executive Officer/President State of Wisconsin .,. County of Washington On the 22nd day of September,2017,before me personally came Kevin A.Steiner,to me known being by duly sworn,did depose and say that he resides in the County of Washington,State of Wisconsin;that he is the President of West Bend Mutual Insurance Company, the corporation described in and which executed the above instrument;that he knows the seal of the said corporation;that the seal affixed to said instrument is such corporate seal;that is was so affixed by order of the board of directors of said corporation and that he signed his name thereto by like order. NaTnpy Juli A nedum Senior orporate Attorney Notary Public,Washington Co.,WT •.,nF wisc,,. My commission is Permanent The undersigned,duly elected to the office stated below, now the incumbent in West Bend Mutual Insurance Company,a Wisconsin corporation authorized to make this certificate, Do Hereby Certify that the foregoing attached Power of Attorney remains in full force effect and has not been revoked and that the Resolution of the Board of Directors,set forth in the Power of Attorney is now in force. Signed and sealed at West Bend,Wisconsin this 25th day of January 2021 s�oaAr �' i '•. SES ` Heather Dunn '' Vice President—Chief Financial Officer Notice: Any questions concerning this Power of Attorney may be directed to the Bond Manager at NSI,a division of West Bend Mutual Insurance Company. 1900 S.1811,Ave. West Bend,WI 53095 l ph(262)334-6430 l 1-800--236-5004 1 fax(262)338-5058 1 www.thesilverlining.com Page 278 of 650 Engineer's Statement of Completion Project: Cedar Valley Crossing Waterloo, Iowa Developer: Fusion Investments, LLC 13557 Sharwood Court Dyersville, IA 52040 To City of Waterloo, Iowa: I hereby state that the construction of the Cedar Valley Crossing public improvement portion of the project has been substantially completed in general compliance with the site construction plans. CLAPSADDLE-GARBER ASSOCIATES, INC. ,�Z" 61,F Adam C Daters, P.E. Date: 1/6/21 Iowa License No. 19579 Distribution: Engineer City of Waterloo CGA PN 5774 Page 279 of 650 CITY OF WATERLOO Council Communication Motion approving Final Quantity Summary for a net decrease of$1,922, in conjunction with the FY 2020 Cedar River Bladder Dam Repairs, Contract No. 996, and authorizing the Mayor and City Clerk to execute said document. City Council Meeting:2/15/2021 Prepared: 1/27/2021 ATTACHMENTS: Description Type ❑ Cont 996_Final Qty Backup Material Motion approving Final Quantity Summary for a net decrease of$1,922, in SUBJECT: conjunction with the FY 2020 Cedar River Bladder Dam Repairs, Contract No. 996, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Submitted By:Wayne Castle, PLS, PE,Associate Engineer This is the accumulated amount of adjustments from original to final Summary Statement: quantities that were determined necessary during the construction of the project, which results in a net decrease to the total project cost. Source of Funds: GO Bonds Page 280 of 650 CITY OF WATERLOO, IOWA CHANGE or EXTRA WORK ORDER NO. 3 PROJECT: FY 2020 Cedar River Bladder Dam Repairs Date Prepared: October 13,2020 AMOUNT: $ 1,922 Decrease TO: J.F. Brennan Company, Inc. _ , Contractor You are hereby ordered to make the following changes from the plans and specifications or perform the following extra work on your contract dated 11/18/2019 A. Description of change to be made or extra work to be done: Adjust original construction quantities to actual construction quantities. B. Reason for ordering change or extra work: As-built quantities varied for some bid items. C. Settlement for cost of work to be made as follows: Compensation already made to contractor through original bid items. See attached summary. Total Net Decrease -$ 1,922.00 CITY OF WATERLOO BY: J.F. Brennan Company,Inc. Mayor Date CONTRACTOR BY: 1 01/26/2021 Date ATTEST: PRINTED NAME: Tina Klinger City Clerk Date TITLE: CFO APPROVED: rty Engineer Date Page 281 of 650 FINAL QUANTITY SUMMARY CEDAR RIVER BLADDER DAM REPAIRS CITY CONTRACT NO.996 AFCOM PROJECT NO.60612964 Item unit Contract Final Quantity Increase/ Final No. Item Unit Price Quantity Quantity Difference Decrease Amount 1 3/4"ELBOW,SCH 40,BRASS EA 272.00 5.00 5.00 1,360.0 2 3/4"NPT TO 3/4°HOSE BARB,BRASS EA 272.00 5.00 5.00 - - 1,360.0 3 3/4"WORM DRIVE HOSE CLAMP,STAINLESS EA 69.00 20.00 20.00 - - 1,350.0 4 3/4"HOSE INSERT,STAINLESS,24"LENGTH EA 272.00 5.00 5.00 - - 1,360.0 5 3/4:HOSE,EDPM,POLYESTER REINFORCED,26"LENGTH EA 272.00 5.00 5.00 1,360.0 6 3/4"NPT TO 3/4"HOSE BARB,STAINLESS EA 272.00 5.00 4.00 11.001 (272.00) 1,088.0 7 3/4"DIA X 1"LONG PLASTIC TU BE EA 272.00 5.00 5.00 - 1,360.0 8 8"WIDE BY 110"-r/-RESTRAINING STRAP EA 400.00 10.00 9.38 10.631 (250.00) 3,750.0 9 BLADDER LEAK REPAIR EA 350.00 5.00 1.00 {4.00) (1,400.00) 350.0 10 AIR PRESSURE TESTING LS 25,000-00 1,00 1.00 - - 25,000.0 44- ANDA AI`=F99RDANA :WN -go - 44 C-04Ck Q.44A P14APINV, 4S 100jG90,09 44 PNCAC 1C C.bn11Y�bn11Y (200mg) 14 TRAFFIC CONTROL LS 10,000.00 1.00 1.00 - - 10,000.0 15 MOBILIZATION LS 112,000.00 1.00 1.00 - - 112,000.0 Original Contract (1,922.00) 160,348.00 Change Orders " DELETE BID ITEM 11(SA-NDRA- 1-2 ADD DIVE INSPECTION LS 20,000.00 1,00 1,00 - - 20,000.0 1-3 ADD TREE REMOVAL LS 5,000,00 1,00 1,00 - - 5,000.0 44 f]CI CYC 1pCCCO)AAR PUMPING 0) 4.0 _ DELETE 910 ITEM 19(CONCRETE CiRO 1Y) cy 12n nn 2-3 DAM ACCESS LS 10,000.00 1.00 1.00 - - 10,000.0 2-4 ADD BAY 1 AND 2 INSPECTION LS 25,000.00 1-00 1.00 - - 25,000.0 2-5 BID BOND CREDIT LS (2,000.00) 1.00 1.00 - - (2,000.0) TOTAL (1,922.00) 218,348.00 Pay Estimate#1 207,430.60 Pay Estimate#2 10,917.40 Total All Payments 218,348.00 Original Contract Amount 388,350.00 Change order#1 (75,U80.00) Change Order#1 (93,000.00) Increase/Decrease Change Order (1,922,00) Final Contract Amount 218,348.00 Page 282 of 650 CITY OF WATERLOO Council Communication Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by J.F. Brennan Company, Inc., of La Crosse, Wisconsin, in the amount of$218,348, in conjunction with the FY 2020 Cedar River Bladder Dam Repairs, Contract No. 996, and receive and file a two-year maintenance bond. City Council Meeting:2/15/2021 Prepared: 1/27/2021 ATTACHMENTS: Description Type ❑ Maintenance Bond Backup Material Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by J.F. Brennan Company, Inc., SUBJECT: of La Crosse. Wisconsin, in the amount of$218.348, in conjunction with the FY 2020 Cedar River Bladder Dam Repairs, Contract No. 996, and receive and file a two-year maintenance bond. Submitted by: Submitted By:Jamie Knutson, PE, City Engineer J.F. Brennan Company, Inc., has completed the above referenced project in accordance with the plans and specifications. Summary Statement: Transmitted also to the Clerk's Office is the Maintenance Bond that guarantees 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 the acceptance of the work under said contract. Source of Funds: GO Bonds Page 283 of 650 Bond No: 9365540 Maintenance Bond KNOW ALL MEN BY THESE PRESENTS,that we J.F. Brennan Company,Inc. hereinafter called Principal,as Principal,and Fidelity and Deposit Company of Maryland a corporation of the State of IL ,- ,hereinafter called Surety,as Surety, are held and firmly bound unto City of Waterloo,Iowa,a Municipal Corporation hereinafter called Obligee in the sum of Two Hundred Nineteen Thousand Three Hundred Forty Eight and 001100 DOLLARS,lawful money of the United States of America,to be paid to the said Obligee,or its successors or assigns,to the payment of which sum well and truly to be made, we do bind ourselves, our heirs, executors, administrators, successors and assigns,jointly and severally,firmly by these presents. SIGNED,sealed and dated this 27th day of January 2021 WHEREAS,the Principal entered into a contract with the said Obligee,dated November 18,2019 for FY 2020 Cedar River Bladder Dam Repairs,City Contract No.996 _ and, WHEREAS,the Obligee requires that these presents be executed on or before the final completion and acceptance of said contract and WHEREAS,said contract was completed and accepted on the 28th day of August 2020 NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH,that if the Principal shall remedy,without cost to the Obligee,any defects which may develop during a period of Two(2)Years from the date of completion and acceptance of the work performed under the contract, caused by defective or inferior materials or workmanship,then this obligation shall be void:otherwise it shall be and remain in full force and effect. a ATTEST: J.F.B ren nan,CompanyInc. Zti-;d By: Fidelity 4d Deposit Company of Maryland,f By; " Mark W.Edwards,11 ,Attorney-in-Fact CON 80010GZ0601 f Page 284 of 650 i i ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY , FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Illinois, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Illinois (herein collectively called the "Companies"), by Robert D.Murray,Vice President,in pursuance of authority granted by Article V,Section 8,of the By-Laws of said Companies,which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof,do hereby nominate,constitute, and appoint Mark W. EDWARDS,Il,Jeffrey M.WILSON, Robert R.FREEL,Alisa B. FERRIS,William M. SMITH,Richard H. MITCHELL and Anna CHILDRESS, all of Birmingham,Alabama, EACH, its true and lawful agent and Attorney-in-Fact, to make, execute,seal and deliver,for,and on its behalf as surety,and as its act and deed: any and all bonds and undertakings,and the execution of such bonds or undertakings in pursuance of these presents,shall be as binding upon said Companies,as fully and amply,to all intents and purposes,as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its offtce in New York, New York,, the regularly elected officers of the COLONIAL AMERICAN CASUAL'T'Y AND SURETY COMPANY at its office in Owings Mills, Maryland„ and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland.,in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V,Section 8,of the By-Laws of said Companies,and is now in force. IN WITNESS WHEREOF,the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 20th day of June,A.D.2019. h 10. SAL tees ,/f 9 un Wti ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND By, Robert D.Murray Vice President By: Dawn E.Brown � Secretary State of Maryland County of Baltimore On this 20tb day of June, A.D. 2019, before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,Robert D. Murray,Vice President and Dawn E.grown,Secretary of the Companies,to me personally known to be the individuals and officers described in and who executed the preceding instrument,and acknowledged the execution of same,and being by me duly sworn,deposeth and saith,that he/she is the said officer of the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written. Constance A.Dunn,Notary Public My Commission Expires:July 9,2023 r1!!ir)1111�� Page 285 of 650 EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V,Section 8,Attorneys-in-Fact. The Chief Executive Officer,the President,or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies, recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such attorney-in-fact to affix the corporate seal thereto;and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE 1, the undersigned, Secretary of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate;and 1 do further certify that Article V, Section 8,of the By- Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 151h day of December 1998. RESOLVED: "'that the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Company may be affixed by facsimile on any Power of Attorney...Any such Power or any certificate thereof bearing such facsimile signature and seal shail be valid and binding on the Company." This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May,1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary, or Assistant Secretary of the Company,whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seals of the said Companies, this 271b day of January , 2021 .•Ggi 4Qtrp'a, fY 0�' „a,, SEAL a w., ......... 8r By: Brian M.Hodges Vice President TO REPORT A CLAIM WITH REGARD TO A SURETY BOND,PLEASE SUBMIT A COMPLETE DESCRIPTION OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND,THE BOND NUMBER,AND YOUR CONTACT INFORMATION TO: Zurich Surety Claims 1299 Zurich Way Schaumburg,IL 60196-1056 www.reportsfcIaimsia,zurichna.com 800-626-4577 Page 286 of 650 CITY OF WATERLOO Council Communication Motion approving final quantity summary for Peterson Contractors, Inc., for a net increase of$6,798.25, in conjunction with the FY 2020 3200 Block of W. Airline Highway Sanitary Sewer Project, Contract No. 979, and authorizing the Mayor and City Clerk to execute said document. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ Final Quantity Summary- Peterson Contractors Backup Material Motion approving final quantity summary for Peterson Contractors. Inc., for SUBJECT: a net increase of$6.798.25, in conjunction with the FY 2020 3200 Block of W. Airline Highway Sanitary Sewer Project, Contract No. 979, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Submitted By:Matt SchindeL Associate Engineer This is the accumulated amount of adjustments from original to final Summary Statement: quantities that were determined necessary during the construction of the project, which results in a net increase to the total project cost. Page 287 of 650 8538` CITY OF WATERLOO,IOWA FINAL QUANTITY SUMMARY PROJECT:Airline Highway Sanitary Sewer Extension _ CONTRACT NO. 979 Date Prepared: January 25 2021 AMOUNT: $ 6,798.25 Increase TO: Peterson Contractors Inc. Contractor You are hereby ordered to make the following changes from the plans and specifications or perform the following extra work on your contract dated Tanuary 18,2020. A. Description of Change to be made or extra work to be done: Adjust original construction quantities to actual construction quantities. B. Reason for ordering change or extra work: As-built quantities varied for some bid items. C. Settlement for cost of work to be made as follows: Change Order #1 to be approved for additional increase in final quantities. See attached summary. Total Net Increase $6,798.25 I CITY OF WATERLOO I BY: Petersw Contractors, Inc. Mayor Date CONT BY. Date ATTEST: PRINTED NAME: C O rd e I I Q Ptkr-s ar) City Clerk Date TITLE; APP VED: City Engineer Date Page 288 of 650 av m a0000 0o ui 0 000 00o u, �G (� C '-: 77 Op N 4 0OO N 00 N W 0 `7 Iq O O t0 M C tD 4 O 00 06)01 LOth h h G1 V N 10 N V p N V N N 6t l0 tD h 6iM Vrm ZN,t- ~ N .�..m.. tD V)0 0 W to iH fA fA t9 Ki V) 69 V3(A 69 W o w m S M N o v o o II � U �' � ci ri u'; � � rZ LLI w F- cy L Z) LL co ❑ a a 0 0 0 a o 0 0 0 6 6 0 OW Q 0 0 0 r> 0 0 o T +n 00 (/j O 000 0 o v1 a O V1 p O �n O 0 0 0 o W 7 ofOTMU) 0 upimoItCdatrioo ovivoai �n o n n o 0o h n `O otDno O o rtP z 'I _ 3S U Wr vi ri N U r CL 0. J H zZ 0 OU Cl) z of — W r W a t9 0 to tH b% W W W M ty 0 M t9 to t/I 0 to to W to W tq l9 0 0 LO < O pN m O pf�lQp� p tp p O O W W p Q W 00 Sb co r n r (7 Q 01 W P V r O o 7 r r T fl0 N f.A O p O 6 O p 0. Q N g O O O 0 O 0 0z c? N W OrN p 00 co W ui O h rn Q to } Z Z 2 V) } C3 f/y } 4Q LL U U. LL LL LL aa aa LL <L LL Z LL z ? J (n F F r J (/] Q J (n W ...I ¢ J J J JJ J J r J F- u U Z tvn` O U 7 zr O Ci 0 o th CD W a_ O U CC: W � 0. rO/l Xto to n- o - a W ❑ W z V w N QZ c1 v o V n a - X 7 > o W � W a❑ r w z W z H � z J h QW CWF.1 ? Z N 10 K li 0 {� q W W W W Y QD OvWiwx . K �- Wzzz > » w ZZ L)Q U1 ❑ ¢�¢ m ? y W 7 , J () 2gIww0 viFQ m z Qa ¢ u¢~imr¢~nCL JIL > W z � ¢ 00coirz zQg C? z Qz4T T op = wZ Lij Lu W ZQUZ (gz Wa c � � dill z g � � a 8 a � ozz z � � ¢ � z � c� } } } } tizFWLu WCJu a� w So W (� W W W U 0 w W W a Z a Q.' K d' J O Z J J `r ti Z }' 2 ? ¢ Q Q ¢ O U W J Q U (D W W W LL m 0 (!1 W O 0 H F F F S c Z ¢ 4 Q } () N a 0 O 1. � z Iu'iro � aaaa� wwoaww `Jazqaa ¢ zao � i � � � 33 Q li ❑ d d R r Owl V1 8 LL 2' W= U 9 W V) 9 � ❑ U So co co W °r a a a ° o (11 E E a W r N to v to to h no m r r .�- w❑ rh a0 N r1 W 00 00 0 r r U U U U U (X] Page 289 of 650 CITY OF WATERLOO Council Communication Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Peterson Contractors, Inc., of, Reinbeck, Iowa, in the amount of$180,213.75, in conjunction with the FY 2020 3200 Block of W.Airline Highway Sanitary Sewer Project, Contract No. 979. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ Maintenance Bond Backup Material Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Peterson Contractors, Inc., of, SUBJECT: Reinbeck, Iowa, in the amount of$180,213.75, in conjunction with the FY 2020 3200 Block of W. Airline Highway Sanitary Sewer Project, Contract No. 979. Submitted by: Submitted By:Jamie Knutson, PE, City Engineer Peterson Contractors, Inc. has completed the above referenced project in Summary Statement: accordance with the plans and specifications. Source of Funds: Page 290 of 650 MAKNTENANCE BOND Bons}No. 107148619 KNOW ALL MEN By rRF-sE PRL•sSNTR! That, Peterson Contractors, Inc. of Reinbeck, Iowa as Principal,and the Travelers Casualty and Surety Company of America as Surety, are held and firmly bound unto City of Waterloo, Iowa in the penal Suin of One Hundred Eighty Thousand Two Hundred Thirteen And 751100 ($ $180,213.75 } Dollms,lawful money of the United States of America,for the payment of which,well and truly to he made. Cho Principal and Surety bind th4msulves,their and each of their heirs,executor's, administrators, successors and assigns,jointly and severally,firmly by these presertts. Whereas,the said principal entered into a certain contract.with City of Waterloo,Iowa To Iurnish all the material and labor necessary for the construction of FY 2020 3200 Block W. Airline Highway Sanitary Sewer in the City of Waterloo, IA, Contract No. 979 in Waterloo, Iowa ]it 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 contract;and Whereas,the said Travelers Casualty and Surety Company of for a valuable consideration, hAs arced tojoin with said Principal in such bDnd or guarantee,indemnifying said City of Waterloo,Iowa Now,tht>rt:('are,the condition of this obligation is such,chat if the said Principal shall,At his own cost and expense,remedy arty and all defects that may dovelop in said�vork within the period of Two (2) 1 years tom the date of accepiance of the work under said contract,by reason of bad workmanship or poor material used in the construction of said vvoxk,and shall keep all work in continuous good repair during said period,and shall in 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 aoid; otherwise to be and remain in full force and virtue in law. ]n'Witnoss whereof, we have hereunto set out, hands and seals this 3rd day of February 72021 Pet rson ontractors,Inc. dy, Travelers gAsualtAnd Surety Company of America surety n C orney-tn- ac Page 291 of 650 Travelers Casualty and Surety Company of America Travelers Casualty and Surety Company TRAVELERS J St. Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the "Companies"),and that the Companies do hereby make,constitute and appoint Anne Crowner of Waukee Iowa , their true and lawful Attorney-in-Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory 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. IN WITNESS WHEREOF,the Companies have caused this instrument to be signed,and their corporate seals to be hereto affixed, this 17th day of January, 2019. 1Y.Yy� 4Vp�5V A, N. NARrsoan, : ca>i�xak � cnH�r.y � grid * s State of Connecticut By: City of Hartford ss. Robert L. Rane enior Vice President On this the 17th day of January, 2019, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of said Companies by himself as a duly authorized officer. . S'• /!J IN WITNESS WHEREOF, I hereunto set my hand and official seal. f�6�/j�g daIAHV My Commission expires the 301h day of June,2021 , `" Anna P.Nowik,Notary Public •4bVhr�i This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Travelers Casualty and Surety Company of America,Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company,which resolutions are now in full force and effect,reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance,or conditional undertaking,and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her;and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary;and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required)by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority;and it is FURTHER RESOLVED,that the signature of each of the following officers: President, any Executive Vice President,any Senior Vice President, any Vice President,any Assistant Vice President,any Secretary,any Assistant Secretary,and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies,which remains in full force and effect. Dated this 3rd day of February 2021 14 PF gJwy 4.4ps y�ry 11 II HAAFrtlAU, c HARTFORD, COHN .} CONN. Kevin E. Hughes,Assistant Secretary To verify the authenticity of this Power of Attorney,please call us at 1-800-421-3880. Please refer to the above-named Attorney-in-Fact and the details of the bond to which this Power ofAttorney is attached. Page 292 of 650 CITY OF WATERLOO Council Communication Resolution approving preliminary plans, specifications, form of contract, etc., setting date of bid opening as March 4, 2021 and date of public hearing as March 15, 2021, in conjunction with the FY 2021 Commercial St., Katoski Drive, and Hawkeye Road Reconstruction Program, Contract No. 1024, and instruct City Clerk to publish said notice. City Council Meeting:2/15/2021 Prepared:2/1/2021 Resolution approving�relimina plans, specifications, form of contract, etc., setting date of bid opening as March 4. 2021 and date of public hearing SUBJECT: as March 15, 2021, in conjunction with the FY 2021 Commercial St., Katoski Drive, and Hawkeye Road Reconstruction Program Contract No. 1024, and instruct City Clerk to publish said notice. Submitted by: Submitted By:Dennis Gentz, PE,Assistant City Engineer Summary Statement: Plans prepared by the City Engineer's Office. Expenditure Required: TBD Source of Funds: Local Option Sales Tax Funds Page 293 of 650 CITY OF WATERLOO Council Communication Resolution approving preliminary specifications, bid documents etc., setting date of bid opening as March 4, 2021 and date of public hearing as March 15, 2021, in conjunction with the FY 2021 Riverfront Stadium Electrical Repair Project, Contract No. 1046, and instruct the City Clerk to publish said notice. City Council Meeting:2/15/2021 Prepared:2/2/2021 ATTACHMENTS: Description Type ❑ Notice to bidders Backup Material Resolution approving preliminary specifications, bid documents etc., setting date of bid opening as March 4, 2021 and date of public hearing as March SUBJECT: 15, 2021, in conjunction with the FY 2021 Riverfront Stadium Electrical Repair Project, Contract No. 1046, and instruct the City Clerk to publish said notice. Submitted by: Submitted By: Travis Nichols, Facilities/Project Manager Recommended Action: Approve the plans, specifications, etc. and taking of bids and set the date of bid opening as March 4, 2021 and date of public hearing as March 15, 2021. Summary Statement: This project consists of electrical repair caused by fire on January 5, 2021. Expenditure Required: $146,740.00 engineer's estimate Source of Funds: Riverfront Stadium Bond Funds and Insurance Reimbursement Policy Issue: This project supports the City of Waterloo Strategic Plan, Strategy 4.5 "Maintain City facilities that support quality of place." Page 294 of 650 NOTICE TO BIDDERS For the Taking of Construction Bids for the FY 2021 Riverfront Stadium Electrical Repair Project In the City of Waterloo, Iowa CONTRACT NO. 1046 PRE BIDMEETING Pre bid meeting will take place on Tuesday February 23rd, 2021 at 2:00 pm at Riverfront Stadium located at 850 Park Rd., Waterloo, IA. RECEIVING OF BIDS Sealed proposals will be received by the City Clerk of the City of Waterloo, Iowa, at her office in the City Hall of the said City on the 4th day of March, 2021 until 1 :00 p.m. for the construction of the Riverfront Stadium Electrical Repair Project, Contract No. 1046, OPENING OF BIDS All proposals received will be opened in the First Floor Conference Room at City Hall, in the City of Waterloo, Iowa, on the 4th day of March, 2021 , at 1 :00 p.m., and the proposals will be acted upon at such latertime and place as may then be fixed by the City Council. PUBLIC HEARING The Council of said City will conduct a public hearing on the proposed plans, specifications,form of contract,and estimate of cost for the construction of the above-described improvement project at 5:30 p.m. on March 15th, 2021 , said hearing to be held in the Harold E. Getty Council Chambers in City Hall in said City. SCOPE OF WORK This project consists of replacing damaged electrical switchgear, conduits, and conductors caused by the fire on January 5, 2021 . BEGINNING AND COMPLETION DATES The work under the proposed contract shall be commence on March 16th, 2021 , after receipt of"Notice to Proceed" and all items shall be completed on or before May 6th, 2021 . NOTICE TO BIDDERS CONTRACT NO. 1046 Page 1 of 5 Page 295 of 650 METHOD OF PAYMENT TO CONTRACTOR The Contractor will be paid against bi-monthly estimates in cash on the basis of ninety-five percent (95%) of the work as it is completed and materials delivered and work approved. Final payment will be made thirty-one (31) days after completion of the work and acceptance by the Council. Before final payment is made,vouchers showing that all subcontractors and workmen and all persons furnishing materials have been fully paid for such materials and labor will be required unless the City is satisfied that material, men and laborers have been paid. The Contractor is hereby notified that if the City does not have cash on hand to pay monthly pay estimates, according to Chapter 384.57 of the Code of Iowa, payment may be made by anticipatory warrants issued bearing a rate of interest not exceeding that permitted by Chapter 74A, Code of Iowa. PLANS AND SPECIFICATIONS Plans and Specifications governing the construction of the proposed improvements have been prepared by MODUS Engineering which plans and specifications and also the prior proceedings of the City Council referring to and defining said proposed improvements are hereby made a part of this notice, and the proposed contract by reference shall be executed in compliance therewith. Plans and Specifications are available from Rapids Reproduction (electronic or hardcopy) at 6201 Chancellor Drive, Cedar Falls, IA 50613. 319.277.5538; 1 .800.383.1223. Digital Plans and Specifications (no charge) available at: www.rapidsrepro.com/planroom. Required deposit: $20.00 per sheet + $5.00 per set non-refundable mailing fee, if shipped. Viewing Locations: Listed in the Instruction to Bidders. Call MODUS Engineering 319.235.0650 for questions availability of documents. Deposits will be refunded if the plans are returned in usable condition (i.e. generally free of highlights, ink markings, tears, stickers, water stains and soiling) to (Rapids Reproduction) by the end of the 14th consecutive day after the project has been awarded. No deposits will be refunded for any requests or plans received after the 14th consecutive day, which includes plans returned via mail service. Plan holders are responsible for ascertaining when the project has been awarded. If the plan holder is the prime contractor or a subcontractor or supplier of the prime contractor that has been awarded the project, Plans and Specifications do not need to be returned to receive the deposit. The prime contractor must submit a list of his subcontractors and suppliers for (the City or consulting engineer or architect) to verify eligibility for the refundable deposit. NOTICE TO BIDDERS CONTRACT NO. 1046 Page 2 of 5 Page 296 of 650 Upon award of project, the prime contractor, his subcontractors and suppliers shall be supplied with the needed number of plans and specifications at no additional cost. CONTRACT AWARD A contract will be awarded to the qualified bidder submitting the lowest bid. The City reserves the right to reject any or all bids, re-advertise for new bids, and to waive informalities in the bids submitted that might be in the best interest of the City. Bids may be held by the City of Waterloo, Iowa, for a period not to exceed thirty (30) days from the day of the opening of bids for the purpose of reviewing the bids and investigating the qualifications of bidders, prior to awarding the contract. By virtue of statutory authority, a preference will be given to products and provisions grown and coal produced with the State of Iowa and preference will be given to local domestic labor in the construction of the improvement. PROPOSALS SUBMITTED The bidder shall submit bids using the proposal included in the specifications. BID SECURITY REQUIRED All bids must be accompanied in a separate envelope by a certified or cashier's check drawn on an Iowa bank, or a bank chartered under the laws of theUnited States, a certified share draft drawn on a credit union in Iowa or chartered under the laws of the United States,orbid bond, (on the form furnished bythe City) payable to the City of Waterloo, Iowa, in the sum of not less than five percent (5%) of the bid submitted,which certified check,certified share draft or bid bond will be held as security that the Bidder will enter into a Contract for the construction of the work and will furnish the required bonds, and in case the successful Bidder shall fail or refuse to enter into the Contract and furnish the required bonds, his bid security maybe retained by said City as agreed upon liquidated damages. If bid bond is used, it must be signed by both the Bidder and the surety or surety's agent. Signature of surety's agent must be supported by accompanying Power of Attorney. PERFORMANCE & PAYMENT BONDS The successful bidder will be required to furnish a "Performance Bond" and a "Payment Bond" within ten (10) days after forms are presented to him in an amountequalto one hundred percent(100%) of the contract price,said bond to be issued by a responsible NOTICE TO BIDDERS CONTRACT NO. 1046 Page 3 of 5 Page 297 of 650 surety approved by the City Council and shall guarantee the faithful performance of the contract and the terms and conditions therein contained, and shall guarantee the prompt payment of all materials and labor and protect and save harmless the City from claims of any kind caused by the operations of the contractor. CONTRACT COMPLIANCE PROGRAM / SUBCONTRACTING The program proposes numerical projections regarding utilization of Minority Business Enterprise (MBE) and Women Business Enterprise (WBE) as Subcontractors, vendors and suppliers in the performance of Contracts awarded by the City of Waterloo, Iowa. A goal of at least ten percent (10%) for MBE participation on all City funded construction projects that are estimated at $50,000.00 or more. A goal of at least two percent (2%) for WBE participation on all City funded construction projects that are estimated at $50,000.00 or more. Any project funded in part or in total with federal funds shall follow the respective agencies contract compliance program and goals. The Prime Contractor shall make"good-faith efforts"to meet the Contract Compliance MBE/WBE goals. The MBE/WBE subcontractors, suppliers or vendors must provide the Prime Contractor a reasonably competitive price for the service being rendered or the Contractor is not required to accept their bid. NOTICE TO BIDDERS CONTRACT NO. 1046 Page 4 of 5 Page 298 of 650 LIQUIDATED DAMAGES Time is an essential element of this contract. It is important that the work be diligently pursued to completion. If the work is not substantially completed within the specified contract period, plus authorized extensions, the contractor shall pay to the City Liquidated Damagesin the amount of (five hundred) dollars ($500) per day, for each day, as further described herein, in excess of the authorized time. Days beyond the specified completion date forwhich Liquidated Damages will be charged will be working days that the contractor does, or could have worked, from Monday through Saturday. Sundays will be counted only if work is performed. Partial working days will be considered as a full working day. Days not chargeable forLiquidated Damageswill include rain days,Sunday if nowork is done, and legal holidays. Working days will cease to be charged when only punch list items remain to be completed. Punch list items do not include contract bid items or approved change/extra work orders. When the Contractor believes the project to be substantially completed, a written notice stating the same shall be submitted to the Engineer and a request made for a Punch List. If the work under the Contract extends beyond the normal construction season for such work the Contractor shall submit to the Engineer in writing a requestthat working days counted toward the project be suspended until workis resumed the following construction season. This amount is not construed as a penalty. These damages are for the cost to the City of providing the required additional inspection, engineering and contract administration. PRE-CONSTRUCTION CONFERENCE Before the work is commenced on this contract, a conference shall be held for the purpose of discussing the contract. The conference shall be attended by the prime contractor, subcontractors and City Officials. SALES TAX EXEMPTION CERTIFICATES Contractors and approved subcontractors will be provided a Sales Tax Exemption Certification to purchase building materials orsupplies in the performance of construction contracts let by the City of Waterloo. Posted pursuant to the provisions of Chapter 26 of the City Code of Iowa. CITY OF WATERLOO, IOWA NOTICE TO BIDDERS CONTRACT NO. 1046 Page 5 of 5 Page 299 of 650 NOTICE OF PUBLIC HEARING On Proposed Plans,Specifications,Form of Contract, And Estimate of Cost For the FY 2021 Riverfront Stadium Electrical Repair Project. CONTRACT NO. 1046 RECEIVING OF BIDS Sealed proposals will be received by the City Clerk of the City of Waterloo at City Hall, 715 Mullberry Street, Waterl000, IA 50703 no later than Thursday, March 4th 2021 at 1 :00 p.m. for the Riverfront Stadium Electrical Repair Project, No. 1046. OPENING OF BIDS All proposals received will be opened in the Council Chambers at City Hall, inthe City of Waterloo, Iowa, on the 4th day of March, 2021 at 1 :00 p.m., and the proposals will be acted upon at such later time and place as may then be fixed by the City Council. The bid opening will be live streamed on YouTube and available on the city website. PUBLIC HEARING The City of Waterloo will continue to hold City Council meetings as scheduled, however in response to COVID-19,elected officials and city staff will participate via Zoom videoconferencing. If council chambers are closed to the public for city council meetings due to health and safety concerns from COVID-19,the city council meeting will be held electronically via Zoom. For information on how to participate in the electronic meeting, visit: https://www.cityofwaterlooiowa.com/government/city council/index.php or call the City Clerk's Office at 319-291-4323. The public may email comments to comments@waterloo-ia.org, which will be read during the public hearing. Please state the public hearing item on which you wish to speak. If council chambers are open to the public for city council meetings, the public may attend the meetingin person but is required to wear a mask and practice social distancing. Notice is hereby given that the Council of said City will conduct a public hearing on the proposed plans, specifications, form of contract, and estimate of cost for the construction of the above-described improvement project at 5:30 p.m. on the 15th day of March, 2021 . The proposed plans, specifications, form of contract, and estimate of cost for said improvements heretofore prepared by MODUS Engineering are now on file in the office of the City Clerk for public examination, and any person interested therein may file written objection thereto with the City NOTICE OF HEARING CONTRACT NO. 1046 Page 1 of 2 Page 300 of 650 Clerk before the date set for said hearing. or appear and make objection thereto with the City Clerk before the date set for said hearing. The NOTICE TO BIDDERS can be viewed at the following locations: 1 ) City of Waterloo web site at http://ci.waterloo.ia.us/ 2) Plan rooms: Master Builders of Iowa 221 Park Street, PO Box 695 Des Moines, IA 50303 Rapid Reproductions 6201 Chancellor Drive Cedar Falls, IA 50613 3) Plan Room Web sites: Master Builders of Iowa web site at www.mbionline.com Dodge Leadweb site: http://dodgeprojects.construction.com/ Reed Const. Data Lead web site: http://www.cmdclroup.com/project- leads SCOPE OF WORK This project consists of replacing damaged electrical switchgear, conduits, and conductors caused by a fire on January 5, 2021 . Published pursuant to the provisions of Chapter 26 of the City Code of Iowa and upon order to the City Council of said Waterloo, Iowa, on the 4th of March 2021 . CITY OF WATERLOO, IOWA BY: Kelley Felchle City Clerk NOTICE OF HEARING CONTRACT NO. 1046 Page 2 of 2 Page 301 of 650 CITY OF WATERLOO Council Communication Resolution setting date of public hearing as March 1, 2021, to approve the request by the City of Waterloo, to rezone approximately 17.50 acres from"A-1"Agricultural District and "M-1"Light Industrial District to "C- P"Planned Commercial District and "B-P"Business Park District, located at 700 Falls Avenue, and instruct the City Clerk to publish said notice. City Council Meeting:2/15/2021 Prepared:2/2/2021 ATTACHMENTS: Description Type ❑ Council Packet Backup Material ❑ Legal Description Backup Material Resolution setting date of public hearing as March 1. 2021, to approve the request by the City of Waterloo, to rezone approximately 17.50 acres from SUBJECT: "A-1"Agricultural District and "M-1"Light Industrial District to "C-P" Planned Commercial District and "B-P"Business Park District, located at 700 Falls Avenue, and instruct the City Clerk to publish said notice. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Approval Transmitted herewith is a resolution setting date of public hearing as March 1, 2021 to approve the request by the City of Waterloo to rezone Resolution setting date of public hearing as March 1, 2021 to approve the request by the Summary Statement: City of Waterloo to rezone approximately 17.50 acres from"A-1" Agricultural District and "M-1"Light Industrial District to "C-P"Planned Commercial District and "B-P"Business Park District located at 700 Falls Avenue, and instruct the City Clerk to publish said notice, and instruct the City Clerk to publish said notice. Expenditure Required: None Source of Funds: N/A Policy Issue: Zoning, Land Use and Economic Development. The applicant is requesting to rezone the property in question for future development. The request would not appear to have a negative impact on the neighborhood as the area is mostly a former industrial site. The request would not appear to have a negative impact on vehicular or pedestrian traffic movements in the area. The area is served by University Avenue, which is classified as a Collector, and Black Hawk Road and Falls Page 302 of 650 Avenue which are classified as local roads. There are sidewalks along Black Hawk Road and Falls Avenue, but not along the north side of University Avenue. The new University Avenue trail will be located on the south side of University Avenue and should be completed later this year, the Sargent Road trail is located along the east side of the rezone area. The area of the proposed site is currently zoned "A-1"Agricultural District on the west end and "M-1"Light Industrial District on the east endand has been zoned as such since the adoption of the Zoning Ordinance No. 2479 in 1969. Surrounding uses and zoning: North—Warren Transport, Black Hawk Creek, and vacant land zoned "M- 1"Light Industrial District. South— Black Hawk Creek/Leonard Katowski Greenbelt zoned "A-1" Agricultural District East—US Highway 218 and US Highway 63 zoned "M-1"Light Industrial District and"R-4"Multiple Residence District. West—Residential and Commercial zoned"C-1,C-Z" Conditional Commercial District, "R-2" One and Two Family Residence District, "C-P" Planned Commercial District and "C-2" Commercial District. Homes built between 1911 and 1916 and commercial uses built between 1954 and 1979. No Buffering will be required for the rezone, and would be reviewed as future development through a future Site Plan Amendment approval process. A drainage plan will not be needed for the rezone, however a drainage plan will need to be included with any development that occurs at the site. The Future Land Use Map designates this area as Industrial and Parks, Open Space, Schools,Airport Government Facilities, Public Areas. The Comprehensive Plan is designed to be a guide, not a blueprint for overall development and planning of the community and the plan is in the process of Background Information: being updated. The City of Waterloo is requesting to rezone approximately 17.5 acres from "A-1"Agricultural District and "M-1"Light Manufacturing District to "C- P"Planned Commercial District and "B-P"Business Park District" for future development. The land on the east side of Black Hawk Creek was formally the site of Weissman Steel but recently was used as a log storage site by the Leisure Services Department. There is currently no active projects for the area but rezoning the area as planned districts will require any project proposed on the site to go through a site plan amendment process. The land to the west of Black Hawk Creek is proposed to be zoned "C-P" with the land east of Black Hawk Creek zoned "B-P". "C-P"zoning allows the inclusion of residences which the"B-P"zoning does not, and "B-P" allows the inclusion of compatible light industrial uses which the"C-P" zoning does not. Black Hawk Creek does run through the propose rezone area and is a floodway however both sides of the river are protected by levees. The east side of the rezone area has been filled in from dirt created from the section of University Avenue that formally crossed the tracks of the former Chicago Great Western railroad but was abandoned and now is a recreational trail meaning that the high approaches were no longer needed. Page 303 of 650 The bridge was removed and replaced with a box culvert and the height of the road was lowered by over 15' with the material being placed north of the road on the former Weissman Steel site making the site close to the level of the road, making the site accessible from University Avenue and making the stie a great redevelopment site. Therefore, staff recommends that the request to rezone approximately 17.50 acres from"A-1"Agricultural District and "M-1"Light Industrial District to "C-P"Planned Commercial District and "B-P"Business Park District located at 700 Falls Avenue be approved for the following reasons: 1. The request would not appear to have a negative impact on the surrounding area. 2. Part of the properties in question are classified as Industrial on the Future Land Use Map, and the other part is adjacent to several commercial uses making them a good redevelopment site. 3. Any projects will be required to go through a site plan amendment process. The request will go before the Planning and Zoning Commission on 2/9/21, and their recommendation will be reported at the Council meeting. A-1 to C-P Area: Beginning at the intersection of the centerline of Black Hawk Creek and the centerline of University Avenue as presently established; thence Westerly along the centerline of University Avenue to the Southeasterly right-of-way line of Black Hawk Road as presently established; thence Northeasterly along said Southeasterly right-of-way line to the Northeasterly right-of-way line of Falls Avenue as presently established; thence Southeasterly along said Northeasterly right-of-way line to the centerline of Black Hawk Creek; thence Southwesterly along said centerline of Black Hawk Creek to the Point of Beginning. Legal Descriptions: A-1 and M-1 to B-P Area: Beginning at the intersection of the centerline of Black Hawk Creek and the centerline of University Avenue as presently established;thence Easterly along the centerline of University Avenue to the Northwesterly right-of-way line of the former Chicago Great Western Railroad; thence Northeasterly along said Northwesterly right-of-way line to the Southwesterly right-of-way line of U.S. Highway 218 as presently established; thence Northwesterly along said Southwesterly right-of-way line to the Northeasterly right-of-way line of Falls Avenue as presently established; thence Northwesterly along said Northeasterly right-f-way line to the centerline of Black Hawk Creek; thence Southwesterly along said centerline of Black Hawk Creek to the Point of Beginning. Page 304 of 650 February 9,2021 REQUEST: Request by the City of Waterloo to rezone approximately 17.50 acres from "A-1" Agricultural District and "M-1" Light Industrial District to "C-P" Planned Commercial District and "B-P" Business Park District located at 700 Falls Avenue. APPLICANT: City of Waterloo, 715 Mulberry Street, Waterloo, Iowa 50703 GENERAL The applicant is requesting to rezone the property in question for DESCRIPTION: future development. IMPACT ON The request would not appear to have a negative impact on the NEIGHBORHOOD & neighborhood as the area is mostly a former industrial site. SURROUNDING LAND USE: VEHICULAR & The request would not appear to have a negative impact on PEDESTRIAN vehicular or pedestrian traffic movements in the area. The area is TRAFFIC served by University Avenue, which is classified as a Collector, and CONDITIONS: Black Hawk Road and Falls Avenue which are classified as local roads. RELATIONSHIP TO There are sidewalks along Black Hawk Road and Falls Avenue, but RECREATIONAL not along the north side of University Avenue. TRAIL PLAN AND The new University Avenue trail will be located on the south side of COMPLETE University Avenue and should be completed later this year, the STREETS POLICY: Sargent Road trail is located along the east side of the rezone area. ZONING HISTORY The area of the proposed site is currently zoned "A-1" Agricultural FOR SITE AND District on the west end and "M-1" Light Industrial District on the east IMMEDIATE endand has been zoned as such since the adoption of the Zoning VICINITY: Ordinance No. 2479 in 1969. Surrounding uses and zoning: North —Warren Transport, Black Hawk Creek, and vacant land zoned "M-1" Light Industrial District. South — Black Hawk Creek/Leonard Katowski Greenbelt zoned "A-1" Agricultural District East — US Highway 218 and US Highway 63 zoned "M-1" Light Industrial District and "R-4" Multiple Residence District. West — Residential and Commercial zoned "C-1,C-Z" Conditional Commercial District, "R-2" One and Two Family Residence District, "C-P" Planned Commercial District and "C-2" Commercial District. DEVELOPMENT Homes built between 1911 and 1916 and commercial uses built HISTORY: between 1954 and 1979. BUFFERS/ No Buffering will be required for the rezone, and would be reviewed SCREENING as future development through a future Site Plan Amendment REQUIRED: approval process. DRAINAGE: A drainage plan will not be needed for the rezone, however a drainage plan will need to be included with any development that occurs at the site. 700 Falls Avenue—Rezone from A-1 &M-1 to C-P and B-P Pdg@f 305 of 650 February 9,2021 FLOODPLAIN: A portion of the property in question is located in Special Flood Hazard area Zone A— 100 Year Floodplain and Floodway with the remaining portion protected by levee, as indicated by the Federal Insurance Administration's Flood Insurance Rate Map, Community Number 190025 and Panel Numbers 0301 F, dated July 18, 2011. PUBLIC /OPEN Irving Elementary School is located 0.919 miles to the southeast, SPACES/ Central Middle School is located 1.95 miles to the west and East SCHOOLS: High School is located 1 .67 miles to the northeast. Hope Martin Park and the Leonard Katowski Greenbelt located to the south of University Avenue. UTILITIES: WATER, There is a 21" sanitary sewer line that travels southwest/northeast SANITARY SEWER, along Black Hawk Road then to the east of the road right-of-way, STORM SEWER, there is a 36" sanitary sewer line located south of the Falls Avenue ETC: right-of-way west of Black Hawk Creek then along the right-of-way to the east of Black Hawk Creek. There is overhead utility lines located on the east side of Black Hawk Road and the north side of Falls Avenue. RELATIONSHIP TO The Future Land Use Map designates this area as Industrial and COMPREHENSIVE Parks, Open Space, Schools, Airport Government Facilities, Public LAND USE PLAN: Areas. The Comprehensive Plan is designed to be a guide, not a blueprint for overall development and planning of the community and the plan is in the process of being updated. STAFF ANALYSIS — The City of Waterloo is requesting to rezone approximately 17.5 ZONING acres from "A-1" Agricultural District and "M-1" Light Manufacturing ORDINANCE: District to "C-P" Planned Commercial District and "B-P" Business Park District" for future development. The land on the east side of Black Hawk Creek was formally the site of Weissman Steel but recently was used as a log storage site by the Leisure Services Department. There is currently no active projects for the area but rezoning the area as planned districts will require any project proposed on the site to go through a site plan amendment process. The land to the west of Black Hawk Creek is proposed to be zoned "C-P" with the land east of Black Hawk Creek zoned "B-P". "C-P" zoning allows the inclusion of residences which the "B-P" zoning does not, and "B-P" allows the inclusion of compatible light industrial uses which the "C-P" zoning does not. Black Hawk Creek does run through the propose rezone area and is a floodway however both sides of the river are protected by levees. The east side of the rezone area has been filled in from dirt created from the section of University Avenue that formally crossed the tracks of the former Chicago Great Western railroad but was abandoned and now is a recreational trail meaning that the high approaches were no longer needed. The bridge was removed and 700 Falls Avenue—Rezone from A-1 &M-1 to C-P and B-P Pdg@f 3616 of 650 February 9,2021 replaced with a box culvert and the height of the road was lowered by over 15' with the material being placed north of the road on the former Weissman Steel site making the site close to the level of the road, making the site accessible from University Avenue and making the stie a great redevelopment site. STAFF ANALYSIS — The applicant is not planning to subdivide the property at this time. SUBDIVISION ORDINANCE: STAFF Therefore, staff recommends that the request to rezone RECOMMENDATION: approximately 17.50 acres from "A-1" Agricultural District and "M-1" Light Industrial District to "C-P" Planned Commercial District and "B- P" Business Park District located at 700 Falls Avenue be approved for the following reasons: 1. The request would not appear to have a negative impact on the surrounding area. 2. Part of the properties in question are classified as Industrial on the Future Land Use Map, and the other part is adjacent to several commercial uses making them a good redevelopment site. 3. Any projects will be required to go through a site plan amendment process. 700 Falls Avenue—Rezone from A-1 &M-1 to C-P and B-P PcfgIf 361P of 650 City of Waterloo Planning, Programming and Zoning Commission February y, 2021 0 - U I LQL 5� M-1 VE $w ,N AVELU Q i LU Z w w R-2- 0 wY ¢ eFy���gsy,"c Y a M-2 BI ARKAVE J w ? Z w _R-1,R-P a M-1 N000 ROCK ISLAND � E Y ¢ F- OMppERCIAL ST D G RwOOO LU 5 AVF ,AVF =BECKAVE M-2 P m� Q , n �� HA Q LL > C-1 MAro QF FALLS AVE W a = PJB H wC-P s JANNEY AVE w JANNE �° W.WASHINGTON ST w a w P,�14,' w a z Q O�PG� UNIUERSITYAVE M=1 Y Q h R-2 F Rs4 �O C-2 C-1,C-Z UNIVERSITYAVE R-� LELAND 3 P to P Ty C-2 Ow Z �� Sr w 3 w w ¢ �J� 5 z R-3 0,—L U N—AR LN W.WELLINGTON ST 0 z g CT '� p<A c� o Z Q CT cn 41 w A-1 LU AVE C-2 Q s w w = ELM OD ST R-3LLI 9 ° �� F� /WELLINGTON Ur C-1 CT LULU ST U PEORIA --- �,`9 <" C-1 SUMMIT AVE �O GSA Z 63VEGAS W.2ND ST 2 ?i .1 CT W.2ND ST Z /Opp R-4,C-Z�C-2 S-1 10 R-2 _ _ Ri4,C_Z -C REBER AVE G� C-1 U) �o o W.3RD W.3RD Z)ST m w R-3 C�1 y w j J U) B ST C�1 OHNSO ST z° ¢ a ¢ Q U >9 RK w o w HOME PARK BLVDco <�O 1 � R-3 > X J K I N 70o Falls Avenue W .E Rezone from "A-i" and "M-i" s to "C-P" and "B-P" 1,000 500 0 1,000 City of Waterloo Feet Page 308 of 650 City of Waterloo Planning, Programming and Zoning Commission February 9, 2021 CO STT _ ROCK ISLANOq Toys ��F 1 t LU s�� G7 �shi otic ��P �S) I Z acro itis �� < TiF - 775 f ~ LJ L " r BECK,AVE �°moi- �gssy�ti �o t Q W Area proposed to be rezoned "C-P" `rt F Planned Commercial District Proposed to be rezoned p WESTEIELD AVE L Area�� ;:; "B-P" Business Park District 1 1 . �T �P ti 4TsTw wq F r JANNEYAVE o' 9 - SyNGT m 63 h`l� 177 �� m, 63 63 UNIUNIVER VERSITYAVE � SITYAVE /UNIVERSITYAVE.UNIVERSITYAVEJUNIVERSITYAVE� sE Ro 63 63 t1 Legend - RANDALL ST RANDALL ST O ® 'M Area to be Rezoned "C-P" 63 s IM r • ® Area to be Rezoned to "B-P W WELLINGTON ST z � awjw cc WQ n m i o LU ELI 1 y h a 2 �O O Ire 4 w N 700 Falls Avenue W .E Rezone from "A-V and "M-i" s to "C-P" and "B-P" City of Waterloo Page 309 of 650 700 Falls Avenue — Rezone Looking east along University Avenue toward US Highways 63 and 218. y]RY �I Looking northwest toward Falls Avenue and US Highway 218. Page 310 of 650 *F Looking southwest from the corner of Falls Avenue and Black Hawk Road. } A + } Looking southeast toward University Ave. from the corner of Falls Ave. and Black Hawk Road Page 311 of 650 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): CI-74 LkP WN:�t.v(j Address: 7)5 W68C6214 67 Phone:3n- D.1 I- 4 3(Av Fax: City: QJ+-T N1_Lao State: 14- Zip:_ So70) Email:tJ�La 6 N7N4&sl Q t J*'Te2t oo-1610 Q(r b. Status of applicant: (a)Owner_,X(b)Other (CHECK ONE): If other explain: c. Property owner's name if different than above(please print): Address: Phone: Fax: City: State: Zip: Email: 2.PROPERTY INFORMATION: a. General location of property to be rezoned: 72 0 0 r-A'1_1 's 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: �� �Jm.. Requested zoning: ;— — f. Reason(s)for rezoning and proposed use(s)of property: g. Conditions(if any)agreed to: 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 mag) (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 will be used by the Waterloo Planning, Programming, and Zoning Commission and the Waterloo City Council in making their decision. The undersigned authorize City Zoning Officials to enter the property in_gnestion in regards to the request. Signature of Applicant Date Signature of Owner Date Page 312 of 650 Rezone 700 Falls Avenue,A-1 and M-1 to C-P and B-P A-1 to C-P Area: Beginning at the intersection of the centerline of Black Hawk Creek and the centerline of University Avenue as presently established; thence Westerly along the centerline of University Avenue to the Southeasterly right-of-way line of Black Hawk Road as presently established; thence Northeasterly along said Southeasterly right-of-way line to the Northeasterly right-of-way line of Falls Avenue as presently established;thence Southeasterly along said Northeasterly right-of-way line to the centerline of Black Hawk Creek; thence Southwesterly along said centerline of Black Hawk Creek to the Point of Beginning. A-1 and M-1 to B-P Area: Beginning at the intersection of the centerline of Black Hawk Creek and the centerline of University Avenue as presently established; thence Easterly along the centerline of University Avenue to the Northwesterly right-of-way line of the former Chicago Great Western Railroad;thence Northeasterly along said Northwesterly right-of-way line to the Southwesterly right-of-way line of U.S. Highway 218 as presently established;thence Northwesterly along said Southwesterly right-of-way line to the Northeasterly right-of-way line of Falls Avenue as presently established; thence Northwesterly along said Northeasterly right-f-way line to the centerline of Black Hawk Creek;thence Southwesterly along said centerline of Black Hawk Creek to the Point of Beginning. Page 313 of 650 CITY OF WATERLOO Council Communication Resolution setting date of public hearing as March 1, 2021 for the approval of a Development Agreement with LG Companies, LLC, for the sale and conveyance of city-owned property located near 1010 Fletcher Avenue, in the amount of$5,000, and $25,000 in infill incentives, for the construction for two new twin homes, and instruct the City Clerk to publish said notice. City Council Meeting:2/15/2021 Prepared:2/4/2021 ATTACHMENTS: Description Type ❑ 1010 Fletcher DA Backup Material ❑ Plat of survey Backup Material Resolution setting date of public hearing as March 1. 2021 for the approval of a Development Agreement with LG Companies. LLC, for the sale and SUBJECT: conveyance of city-owned property located near 1010 Fletcher Avenue, in the amount of$5.000. and $25,000 in infill incentives, for the construction for two new twin homes, and instruct the City Clerk to publish said notice. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Set date of hearing LG Companies is working to acquire 1010 Fletcher Avenue, which is becoming dilapidated in nature. With the acquisition and the approval to acquire abutting city owned land, they will have a site large enough to build two new twin homes. The current assessed value of the home is $76,400, Summary Statement: and the estimated assessed value upon completion is $800,0004900,000. The City would sell the 40' strip for$5,000, and upon completion of the units being built, would (per the Infill Sale of Property Policy)refund the $5,000 purchase price, and give $5,000 per unit built. A total of$25,000 paid back, with a gain to City of$5,000 in beginning. Expenditure Required: $20,000 Source of Funds: Housing bonds Strategies 1.3, 1.4, 1.7, 3.1, and 3.8 --- creation of jobs, ways to create an Policy Issue: environment to attract population to Waterloo, create new tax base, new investment in CURA area and TIF areas Alternative: Not approve The City is seeing greet interest in the redevelopment of deteriorating houses Page 314 of 650 and infill sites in the community. The Leisure Services Commission has reviewed the area to be acquired and recommended approval to help create a new positive infill housing next to the Iry Warren Golf Course, as the area to be conveyed is not regularly used by the golf course activities. The area to be sold contains a sewer next to it, so a larger portion could not be sold and Background Information: developed without a costly relocation of the sewer. The City continues to see new infill housing plans happening, which meets the goals of the City Council and community for added tax base, residents, and investment into existing neighborhoods. It is staff s opinion that every new home will help create better statistics and comparisons for further infill strength for financing, appraisers, etc. and help us continue the journey for more infill housing. Legal Description Parcel G That part of the Northeast Quarter(NE 1/4) of Section Thirty-four(34), Township Eighty-nine North(T89N), Range Thirteen West(R13W), of the Fifth Principal Meridian, Waterloo, Black Hawk County, Iowa, described as follows: Commencing at a point on the centerline of West Fourth Street in the City of Waterloo, Iowa, that is Four Hundred Seventy-two and One-tenth(472.1) feet Southwesterly from the intersection with the South line of the Northwest Quarter(NW '/4) of aforesaid Northeast Quarter(NE '/4); running thence Legal Descriptions: Northwesterly at right angles to the centerline of West Fourth Street a distance of Three Hundred Thirty(330) feet;thence Southwesterly at right angles to the last described course Eighteen(18) feet to the existing Southwesterly right-of-way line of Fletcher Avenue as per Plat of Kingbard Hill and to the point of beginning; thence N38 degrees 11'33"W Forty (40.00) feet along said right-of-way line;thence S51 degrees 53'08"W One Hundred Twenty-six and Ten Hundredths (126.10) feet; thence S38 degrees 14'22"E Forty(40.00) feet to the Northwesterly line of parcel described in document No. 2020-07154 (Parcel 891334251001 Address: 1010 Fletcher Ave., Waterloo, Iowa); thence N 51 degrees 53'08"E One Hundred Twenty- six and Seven Hundredths (126.07)feet along said Northwesterly line to the point of beginning containing 5,043 square feet. Page 315 of 650 Preparer: Christopher S.Wendland. P.O. Box 596.Waterloo. Iowa 50704 (319 2) 34-5701 After recording, return to Community Planning&Development, 715 Mulberry Street, Waterloo, IA 50703. DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of , by and between LG Companies, LLC ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. Company is willing and able to finance and construct twin homes and related improvements on property it owns or is acquiring in the City of Waterloo. B. City considers infill residential 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 to encourage that goal. City believes that such development is in the vital and best interests of the City and in accordance with the public purposes and provisions of the applicable State and local laws and requirements under which the Project (defined below) has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Project Property. Company shall complete the acquisition of real property described on Exhibit "A" attached hereto (the "Property"). In addition, and subject to the terms hereof, City shall convey to Company for the sum of $5,000.00 (the "Purchase Price") a parcel as described on Exhibit "B" attached hereto (the "City Parcel'). The Property and the City Parcel are collectively referred to as the "Project Property." Conveyance of the City Parcel shall be by quit claim deed, free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (b) current and future real estate real property taxes and assessments subject to the agreements made herein; (c) general utility and right-of-way easements serving the City Parcel; and (d) restrictions imposed by the City I Page 316 of 650 zoning ordinances and other applicable law. Conveyance of the City Parcel shall be made in its "AS-IS" condition. City shall have no duty to convey title to Company until 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 proof that Company has acquired the Property. 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. 2. Improvements by Company. After assembly of the Project Property, Company shall thereafter demolish existing structures, clear and ready the land for construction, and undertake and complete construction of two twin homes (for a total of 4 units) to a finished state, including installation of driveways and sidewalks, removal of all construction debris, proper leveling or shaping of groundscape, and grassing and/or landscaping (construction and finishing as so described are referred to as the "Improvements"). The Improvements shall be constructed in accordance with the terms of this Agreement, all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Company shall submit specific building designs and site plans for City review and approval before the commencement of construction and shall not substantially deviate from such plans, specifications or designs. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Project Property, the Improvements, and all site preparation and development-related work to be undertaken and completed by Company under this Agreement are collectively referred to as the "Project". 3. Timeliness of Construction; Possibility of Reverter. The parties agree that Company's commitment to cause the Project to be undertaken and to construct the Improvements in a timely manner constitutes a material inducement for the City to extend the incentives provided for in this Agreement, and that without said commitment City would not have done so. Subject to Unavoidable Delays (defined below), Company must obtain a building permit and begin construction of the first twin home within six (6) months after conveyance of the City Parcel (the "Project Start Date"), must Substantially Complete construction of same within twelve (12) months, must begin construction of the second twin home within six (6) months after completion of the first twin home, and must Substantially Complete construction of all Improvements within twelve (12) months thereafter (the "Project Completion Date"). For purposes of this Agreement, "Substantially Complete" means the date on which the Improvements have been completed to the extent necessary for the City to issue a certificate of occupancy relating thereto and the City has verified that Project elements for which no permit was necessary have been substantially completed. If Company has not begun construction of the Improvements before the Project Start Date, City may terminate this Agreement as set forth in Section 10, and 2 Page 317 of 650 City shall have no further obligation hereunder with respect to such Project. If construction has not begun by the Project Start Date but the development of the Project is still imminent, the City Council may, but shall not be required to, grant an extension of the Project Completion Date. If construction 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 (each of the foregoing is an "Unavoidable Delay"), then time lost as a result of Unavoidable Delays shall be added to extend the Project Completion Date by a number of days equal.4o the number of days lost as a result of Unavoidable Delays, and thereafter if construction is not completed within the allowed period of extension, City may terminate this Agreement as set forth in Section 10, title to the City Parcel shall revert to the City, and City shall have no further obligation hereunder with respect to such Project. As promptly as possible, Company shall notify City in writing of the occurrence of any Unavoidable Delay and shall again notify City in writing when the Unavoidable Delay has ended. 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 City Parcel that is free and clear of any lien, claim, charge, security interest, mortgage or encumbrance (collectively, "Liens") arising by or through Company. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the City Parcel. In connection with any reverter of title, Company shall not be entitled to a refund of the Purchase Price. Appointment of Attorney in Fact. If Company fails to deliver such documents, including but not limited to a special warranty deed, to City within thirty (30) days after 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 further agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, cost, expense, liability or injury made, suffered, or incurred as a result of or in connection with the Project, or Company's failure to carry on or complete same, or any Lien or Liens on or against the City Parcel of any type or nature whatsoever that attaches to the City Parcel 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 shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees, incurred by City. Company's duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 5. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Property and for payment of any associated connection fees. 3 Page 318 of 650 6. Incentives. After the Improvements have been Substantially Completed, Company will be eligible for the following incentives: A. Infill Housinq Grants. As provided in the City's infill housing policy, City will pay Company a grant of$5,000.00 for each unit timely completed, for a total incentive of$20,000.00, payable in full within thirty (30) days after all Improvements have been Substantially Completed. B. Purchase Price Refund. Within thirty (30) days after Company has Substantially Completed all the Improvements, City will refund the Purchase Price to Company. C. Partial Tax Exemption. Because the Property is located in a designated City Limits Urban Revitalization Area (CLURA), the Property is eligible for tax exemption consistent with and to the extent provided for in Iowa law and City ordinance, provided that Company meets all requirements to qualify for such exemption. 7. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: A. Until the Improvements have been Substantially Completed, Company shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to the actual progress of Company with respect to construction of the Improvements. B. Company will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same, or where the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Company. 8. 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. 9. Representations and Warranties of Company. Company hereby represents and warrants as follows: 4 Page 319 of 650 A. 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. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 8. Indemnification and Releases. A. Company hereby releases City, its elected officials, officers, employees, and agents (collectively, the "indemnified parties") from, covenants and agrees that the indemnified parties shall not be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about the Project Property or resulting from any defect in the Improvements. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the Project Property or the Improvements, due to any act of negligence or willful misconduct of any person, other than any act of negligence or willful misconduct on the part of any such indemnified party or its officers, employees or agents. 5 Page 320 of 650 B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified parties, now or forever, and further agrees to hold the indemnified parties harmless, from any claim, demand, suit, action or other proceedings or any type or nature whatsoever, by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the construction, installation, ownership, and operation of the Improvements, or (3) otherwise as a result of or in connection with the Project or Company's failure to carry on or complete same. C. The indemnification obligations under this Section shall include attorneys' fees and expenses incurred by any indemnified part. The provisions of this Section shall survive the expiration or termination of this Agreement. 9. Default. The following shall be "Events of Default" under this Agreement, and the term "Event of Default" shall mean any one or more of the following events that continues beyond any applicable cure periods: A. Failure by Company to cause the construction of the Improvements on the Project Property to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; B. Company (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the City Parcel. C. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 6 Page 321 of 650 10. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement, in whole or in part. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination. B. Default by City. Whenever any Event of Default in respect of Company occurs and is continuing, Company may take such action against City to require it to specifically perform its obligations hereunder. Before exercising such remedy, Company shall give 30 days' written notice to City of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or if the Event of Default cannot reasonably be cured within 30 days and City shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. C. Remedies under this Agreement shall be cumulative and in addition to any other right or remedy given under this Agreement or existing at law or in equity or by statute. Waiver as to any particular default, or delay or omission in exercising any right or power accruing upon any default, shall not be construed as a waiver of any other or any subsequent default and shall not impair any such right or power. 11. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company 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 acknowledges 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. 12. Performance by City. Company acknowledges and agrees that all of the obligations of City under this Agreement shall be subject to, and performed by City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with City's lawful authority. All covenants, stipulations, promises, agreements and obligations of City contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City and not of any 7 Page 322 of 650 governing body member, officer, employee or agent of City in the individual capacity of such person. 13. No Third-Party Beneficiaries. No rights or privileges of any party hereto shall inure to the benefit of any contractor, subcontractor, material supplier, or any other person or entity, and no such contractor, subcontractor, material supplier, or other person or entity shall be deemed to be a third-party beneficiary of any of the provisions of this Agreement. 14. 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, fax number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at PO Box 277, Cedar Falls, IA 50613, Attention: Kyle Larson, with copy to Beecher Law Firm, PO Box 178, Waterloo, IA 50703, Attention: Eric W. Johnson. 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, (iii) 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. 15. 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. 16. 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. 17. Severability; Reformation. 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 8 Page 323 of 650 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. 18. 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. 19. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 20. 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. 21. Entire Agreement. This Agreement, together with the exhibits attached hereto, if any, 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. 22. 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. [signatures on next page] s Page 324 of 650 CITY OF WATERLOO, IOWA LG Companies, LLC By: _ By: Qt�- Quentin M. Hart, Mayor Kyle Manager Attest: Kelley Felchle, City Clerk 10 Page 325 of 650 EXHIBIT "A" Property Description UNPLATTED WATERLOO WEST NWLY 94.11 FT OF THE FOLL COM AT PT ON CENTER LINE W 4TH ST 472.1 FT SW FROM INTERS WITH THE S LINE NW NE SEC 34 T 89 R 13 TH NW 330 FT SW 9 RDS SE 330 FT NE 9 RDS EXC STREET SEC 34 T 89 R 13 i i Page 326 of 650 EXHIBIT "B" City Parcel Description An area to be surveyed, generally described as a parcel 40 feet in width lying NWly of property at 1010 Fletcher Avenue, Waterloo, Iowa. 1 Page 327 of 650 CES FILE NO. 2744 N L� � c o O CG) O - Z C ° c r 1= v — � 1 w w �C (D v - O ° ° -tv v °1 O "p " Z °' n W }- -V m C t E p C o r W d °r O ° N CY o a v c O v I 6 rn m C NO GvOIn C^ c tNG) - O p C in 0 Z S t! C N w O r .. 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LU 00 00 . °xJ C) _ o o �i w sy ,� z (fin O o o J o f 00 Page, 129 Of 1150 a' I' CITY OF WATERLOO Council Communication Resolution setting date of public hearing as March 1, 2021 for the sale and conveyance of city-owned property located west of 225 Sumner Street, to Elisa Walker and Bre'onna Walker, in the amount of$200, including approximately$20,000 in improvements to the abutting house, with a development agreement, and instruct the City Clerk to publish said notice. City Council Meeting:2/15/2021 Prepared:2/4/2021 ATTACHMENTS: Description Type D 225 Sumner DA Backup Material Resolution setting date of public hearing as March 1. 2021 for the sale and conveyance of city-owned property located west of 225 Sumner Street, to SUBJECT: Elisa Walker and Bre'onna Walker, in the amount of$200, including approximately$20.000 in improvements to the abutting house, with a development agreement, and instruct the City Clerk to publish said notice. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Approve resolution The two parcels west of 225 Sumner Street were acquired through the 657A process. The abutting property owner(s)have shown in interest in the sites for yard improvements and beautification of the neighborhood. Staff previously had some concerns with the condition of the abutting home, Summary Statement: but the property owners are committing to further improvements to the home, and have made significant improvements already in its cleanup. The sales price was based off the original assessed value of the two lots, and deducting estimated costs and added property taxes to be paid by the improvements to the abutting home. Expenditure Required: NA Source of Funds: NA Strategies 1.3, 1.4, 1.7, 3.1, and 3.8 --- creation of jobs, ways to create an Policy Issue: environment to attract population to Waterloo, create new tax base, new investment in CURA area and TIF areas Alternative: Not approve The lots have a total assessed value of$2,100. The Sale of Property Policy allows for 8 years of taxes to count against the purchase price. The lots, Page 330 of 650 becoming taxable will pay$576 over an 8-year period. Based on the Background Information: improvements in the Development Agreement to home, the new value is estimated to increase taxes by$155 per year. Putting the new asking price at $285, and put at 70%per the Sale of property Policy, equals the sales price of$200. Parcel 8913-24-177-015: HAMMOND & HOPKINS ADDITION EAST 40 FEET OF LOT 10 BLOCK 3. Legal Descriptions: Parcel 8913-24-177-016: HAMMOND & HOPKINS ADDITION EAST 20 FEET OF LOT 9 BLOCK 3 WEST 20 FEET LOT 10 BLOCK 3. Page 331 of 650 Preparer: Christopher S.Wendland, P.O. Box 596,Waterloo, Iowa 50704 (319)234-5701 After recording, return to Community Planning&Development, 715 Mulberry Street, Waterloo, IA 50703. DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of , 2020, by and between Elisa Walker and Bre'onna Walker ("Developer"), and the City of Waterloo, Iowa ("City"). RECITALS A. Developer is willing and able to finance and rehabilitate an existing property that they are taking ownership in at 225 Sumner Street, Waterloo, Iowa (the "Property"). B. 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. City believes that rehabilitation of the Property is in the best interests of the City and in accordance with the public purposes and provisions of the applicable State and local laws and requirements under which the project has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Real Estate; Title. Subject to the terms hereof, City shall convey to Developer for the sum of $200.00 (the "Purchase Price") two parcels adjacent to the Property, which parcels are legally described as set forth on Exhibit "A" attached hereto (the "Parcels"). Conveyance shall be by quit claim deed, free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (b) current and future real estate real 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 Page 332 of 650 Developer until Developer takes out a permit to construct the Improvements (defined below). Developer may, at its own expense, obtain whatever form of title evidence it desires. If title is unmarketable or subject to matters not acceptable to Developer, and if City does not remedy or remove such objectionable matters in timely fashion following written notice of such objections from Developer, Developer may terminate this Agreement. City shall provide any title documents it has in its possession, including any abstracts, to assist in title review. 2. Improvements by Developer. Developer acknowledges that it has had a reasonable opportunity to inspect the Parcels. Developer agrees to accept the Parcels in their "AS IS" condition, without any warranty from City, expressed or implied, as to the condition of the Parcels, their marketability, or their fitness for any particular purpose. Developer shall erect a fence at least four feet in height around the perimeter of the Parcels, which may also include the Property, and may include a gate off the alley to allow vehicle ingress and egress. Developer shall also rehabilitate the existing structure on the Property for single-family residential purposes and make other improvements to the buildings and grounds as follows: a) New roof and rain gutters; b) New windows and door on west side of structure; c) New siding; d) Fence across front of Property may include a gate to allow access to front door of house; and e) Clean up and dispose of junk and other debris from Property and Parcels. (all improvements described in this paragraph are collectively referred to as the "Improvements"). It is estimated that the total cost of the Improvements will be $20,000.00. The Improvements shall be constructed in accordance with the terms of this Agreement, all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Property, the Parcels, the Improvements, and all other work to make the project site usable for Developer's purposes as contemplated by this Agreement are collectively referred to as the "Project". Until Completion of the Improvements, Developer shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to Developer's actual progress with respect to construction of the Improvements. 3. Timeliness of Construction; Possibility of Reverter. The parties agree that Developer's commitment to cause the Project to be undertaken and to rehabilitate the Property in a timely manner constitutes a material inducement for the City to extend the development incentives provided for in this Agreement, including but not limited to its commitment to convey the Property to Developer, and that without said commitment City would not have done so. Subject to Unavoidable Delays (defined below), 2 Page 333 of 650 Developer must obtain a building permit and begin construction of the Improvements by May 1, 2021 (the "Project Start Date"), and complete the Project work within twelve (12) months after the date of this Agreement (the "Project Completion Date"). If Developer has not begun Improvements before the Project Start Date, City may terminate this Agreement as set forth in Section 13, and City shall have no further obligation hereunder. If rehabilitation has not begun by the Project Start Date but the commencement of the Project is still imminent, the City Council may, but shall not be required to, grant an extension of the Project Start Date and/or the Project Completion Date. If rehabilitation work 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 Developer (each of the foregoing is an "Unavoidable Delay"), then time lost as a result of Unavoidable Delays shall be added to extend the Project Completion Date by a number of days equal to the number of days lost as a result of Unavoidable Delays, and thereafter if the Improvements are not completed within the allowed period of extension, City may terminate this Agreement as set forth in Section 13, title to the Parcels shall revert to City, and City shall have no further obligation hereunder. 4. Reverter of Title; Indemnity. In the event of any reverter of title of the Parcels, Developer 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 Parcels that is free and clear of any lien, claim, charge, security interest, mortgage or encumbrance (collectively, "Liens") arising by or through Developer. Developer shall pay in full, so as to discharge or satisfy, all Liens on or against the Parcels. In connection with any reverter of title, Developer shall not be entitled to a refund of the Purchase Price. Appointment of Attorney in Fact: If Developer fails to deliver such documents, including but not limited to a special warranty deed, to City within thirty (30) days after written demand by City, then City shall be authorized to execute, on Developer's behalf and as its attorney-in-fact, the special warranty deed required by this Section, and for such limited purpose Developer does hereby constitute and appoint City as its attorney-in-fact. Developer further agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, cost, expense, liability or injury made, suffered, or incurred as a result of or in connection with the Project, or Developer's failure to carry on or complete same, or any Lien or Liens on or against the Property or Parcels of any type or nature whatsoever that attaches to the Property or Parcels by virtue of Developer's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Developer shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees, incurred by City. Developer's duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 3 Page 334 of 650 5. Purchase in Lieu of Reverter. If City issues notice to Developer that title to the Parcels shall revert to City pursuant to paragraph 4, Developer shall have the option to pay City the sum of $1,900.00 in lieu of reverter of title. Developer shall pay such sum to City within thirty (30) days after delivery of such notice, otherwise the actions required by paragraph 4 shall be promptly completed. 6. No Encumbrances. Until completion of the Improvements, Developer agrees that it shall not create, incur, or suffer to exist any Liens on the Parcels. 7. No Assignment or Conveyance. Developer agrees that it will not sell, convey, assign or otherwise transfer its interest in the Parcels 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, which City may withhold or condition in its sole discretion. 8. 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. 9. Representations and Warranties of Developer. Developer hereby represents and warrants as follows: A. It has the means and wherewithal to enter into and perform its obligations under this Agreement. B. There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or activities of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer's ability to perform its obligations under this Agreement. 10. Default. The following shall be "Events of Default" under this Agreement, and the term "Event of Default" shall mean any one or more of the following events that continues beyond any applicable cure periods: A. Failure by Developer to cause the Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; 4 Page 335 of 650 B. Transfer by Developer of any interest (either directly or indirectly) in the Improvements, the Property, the Parcels or this Agreement, without the prior written consent of City before completion of the Project; C. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement; D. Developer (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Developer as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Developer, or part thereof, shall be appointed in any proceedings brought against Developer and shall not be discharged within ninety (90) days after such appointment, or if Developer shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the Property. 11. Remedies. A. Default by Developer. Whenever any Event of Default in respect of Developer occurs and is continuing, the City may terminate this Agreement. Before exercising such remedy, City shall give 30 days' written notice to Developer of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Developer shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise to recover ownership of the Parcels as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of City occurs and is continuing, Developer may take such action against City to require it to specifically perform its obligations hereunder. Before exercising such remedy, Developer shall give 30 days' written notice to City of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or if the Event of Default cannot reasonably be cured within 30 days and City shall not have provided assurances reasonably satisfactory to the Developer that the Event of Default will be cured as soon as reasonably possible. 5 Page 336 of 650 C. Remedies under this Agreement shall be cumulative and in addition to any other right or remedy given under this Agreement or existing at law or in equity or by statute. Waiver as to any particular default, or delay or omission in exercising any right or power accruing upon any default, shall not be construed as a waiver of any other or any subsequent default and shall not impair any such right or power. 12. Indemnification. Developer hereby releases City, its elected officials, officers, employees, and agents (collectively, the "indemnified parties") from, covenants and agrees that the indemnified parties shall not be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about the Project site or resulting from any defect in the Improvements. The indemnified parties shall not be liable for any damage or injury to the persons or property of Developer, its heirs, successors, assigns or agents, or any other person who may be about the Project site or the Improvements, due to any act of negligence or willful misconduct of any person, other than any act of negligence or willful misconduct on the part of any such indemnified party or its officers, employees or agents. The provisions of this Section shall survive the expiration or termination of this Agreement. 13. Materiality of Developer's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Developer 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. Developer acknowledges 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. 14. Performance by City. Developer acknowledges and agrees that all of the obligations of City under this Agreement shall be subject to, and performed by City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with City's lawful authority. All covenants, stipulations, promises, agreements and obligations of City contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City and not of any governing body member, officer, employee or agent of City in the individual capacity of such person. 15. No Third-Party Beneficiaries. No rights or privileges of any party hereto shall inure to the benefit of any contractor, subcontractor, material supplier, or any other person or entity, and no such contractor, subcontractor, material supplier, or other person or entity shall be deemed to be a third-party beneficiary of any of the provisions of this Agreement. 6 Page 337 of 650 16. 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, fax number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Developer, at 225 Sumner 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, (iii) 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. 17. 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 Developer nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 18. 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. 19. Severability; Reformation. 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. 20. 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 7 Page 338 of 650 shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 21. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 22. 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. 23. 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. 24. 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 Developer By: Quentin M. Hart, Mayor Attest: Kelley Felchle, City Clerk 8 Page 339 of 650 EXHIBIT "A" Legal Description of Parcels Parcel 8913-24-177-015: HAMMOND & HOPKINS ADDITION E 40 FT LOT 10 BILK 3. Parcel 8913-24-177-016: HAMMOND & HOPKINS ADDITION E 20 FT LOT 9 BLK 3 W 20 FT LOT 10 BILK 3. Page 340 of 650 CITY OF WATERLOO Council Communication Resolution approving award of bid to Boulder Contracting LLC, of Grundy Center, Iowa, in the amount of $252,250, approving the contract, bond, and certificate of insurance, in conjunction with the FY 2021 Greenbelt Lake REAP Grant Project, Contract No. 1042, and authorizing the Mayor and City Clerk to execute said documents. City Council Meeting:2/15/2021 Prepared:2/2/2021 ATTACHMENTS: Description Type ❑ COI Cover Memo ❑ Contract and Bonds Cover Memo Resolution approving award of bid to Boulder Contracting LLC. of GrundX Center. Iowa. in the amount of$252,250, approving the contract, bond, and SUBJECT: certificate of insurance, in conjunction with the FY 2021 Greenbelt Lake REAP Grant Project, Contract No. 1042, and authorizing the Mayor and City Clerk to execute said documents. Submitted by: Submitted By: Travis Nichols, Facilities/Project Manager Request Council award and adopt resolution transmitting Contract, Bonds and Certificate of Insurance for Boulder Contracting LLC of Grundy Recommended Action: Center, Iowa for FY 2021 Greenbelt Lake REAP Grant Project, Contract No.1042, and approve and authorize the Mayor to sign Contract between the City of Waterloo and Boulder Contracting LLC of Grundy Center, Iowa This project provides for improvements at Greenbelt Lake to include Summary Statement: concrete fishing pier,ADA parking, sidewalk and 8 fishing points around lake. Expenditure Required: $252,150.00 Source of Funds: Iowa DNR REAP Grant($200,000) G.O. Bond Funds Policy Issue: This project supports the City of Waterloo Strategic Plan, strategy 4.5 "Maintain City facilities that support quality of place" Page 341 of 650 C' CERTIFICATE OF LIABILITY INSURANCE 02/01/2021Yv) 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 1-800-300-0325 CONTANAME:CT Shelby Greiner Holmes Murphy & Assoc - CR PHONE FAX [A/C. /C No Ext: 3l9-896-7702 A/C No): E-MAIL reiner@holmesmur h 201 First Street SE, Suite 700 ADDRESS: s g P Y•com INSURER(S)AFFORDING COVERAGE NAIC# Cedar Rapids, IA 52401 INSURER A: Bitco General Insurance Corporation 20095 INSURED INSURER B: TRAVELERS PROP CAS CO OF AMER 25674 Boulder Contracting, LLC INSURER C: Bitco National Insurance Company 20109 606 E. 1St St. INSURER D, INSURER E: Grundy Center , IA 50638 INSURER F: COVERAGES CERTIFICATE NUMBER: 61338145 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY CLP3694317 06/01/20 06/01/21 EACH OCCURRENCE $ 1,000,000 F__� DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence) ccurrrence $ 300,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 � PRO- POLICY 1:1 LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY CAP3694315 06/01/20 06/01/21 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ B X UMBRELLA LIAB X OCCUR ZUP21P4194A20NF 06/01/20 06/01/21 EACH OCCURRENCE $ 4,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 DED X RETENTION$ 10,000 $ C WORKERS COMPENSATION AND EMPLOYERS'LIABILITY WC3694316 06/01/20 06/01/21 X STATUTE ETH ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CONTRACT NO. 1042 PROJECT: Greenbelt Lake Reap Grant City of Waterloo is an Additional Insured on the General Liability as required per written contract with the insured, per policy terms and conditions. All line include 30 days Notice of Cancellation with the exception of non-payment of premium, per policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Waterloo THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 715 Mulberry Street AUTHORIZED REPRESENTATIVE Waterloo, IA 50703 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Pae 342 of 650 mengstromcr g 61338145 CITY OF WATERLOO,IOWA WATERLOO LEISURE SERVICES COMMISSION CONTRACT for FY 2021 GREENBELT LAKE REAP GRANT Contract No. 1042 This Contract made and entered into this 15th, day of February 2021,by and between the City of Waterloo,Iowa, a Municipal Corporation,hereinafter referred to as City, and Boulder Contracting. LLC OF Grind Center_ Iowa, hereinafter referred to as Contractor, WITNESSETH: Par.1 The Contractor shall furnish all supervision,technical personnel,labor,materials,and equipment to perform all work required for the FY 2021 Greenbelt Lake Reap Grant as described in the specifications and shown on the plans. Par. 2 The Contract Documents shall consist of the following: a. This Agreement b. Notice of Hearing c. Signed Copy of Bid d. Specifications e. Performance Bond d. Payment Bond These documents form the Contract and are all fully a part of the Contract as if attached to this Contract or repeated herein. Par. 3 The Contractor agrees to commence the work within forty-five(45)days after the issuance of"Notice to Proceed"and complete the work within the given time frame. Par.4 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 passageways for water,traffic and protecting any excavation in any street or alley and maintaining proper and sufficient barricades with lights and signals during all hours of darkness and agrees to see that the backfilling is properly done and agrees to keep the City whole and defend any suits that may be brought against it by reason of any injuries that may be sustained by any person on account of doing this work by the Contractor and any agents of the Contractor. Par. 5 The Contractor agrees that in case a suit is brought against the City for damages sustained by reason of any act, omission or negligence of the Contractor or its agents or on account of any injuries 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 CONTRACT page I of 2 Page 343 of 650 in case judgment is rendered against the City, the Contractor agrees to pay the same promptly and agrees to carry public liability insurance in a solvent company in a sufficient amount to protect the City and any and all persons who may use the project. Par. 6 The Contractor shall have no cause of action against the City on account of delays and prosecution of work,but if the work is delayed by the City,the Contractor may have extra time for the completion of the job as was lost by reason of the delay caused by the City. Par. 7 The Contractor agrees to pay punctually all just claims of labor,material, men or Subcontractors, who 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, and lien waivers are received. It is agreed that the City shall bear no liability for payments due for labor or materials under this contract. Par. 8 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 the work,the City agrees to pay the Contractor: Sum of: $252,150.00(two hundred and fifty-two thousand, one hundred ad fifty dollars) City of Waterloo, Iowa, Quentin Hart,Mayor Kelley Felchle,City Clerk Contractor: By: Luk j oe ,Boulder Contracting, LLC Approved by the City Council of the City of Waterloo, Iowa,this 15th, day of February 2021. ATTEST: City Clerk CONTRACT page 2 of 2 Page 344 of 650 PERFORMANCE BOND FY 2021 GREENBELT LAKE REAP GRANT Bond Number 071063J KNOW ALL MEN BY THESE PRESENTS; That we, Boulder Contracting, ILC of Grundy Center IA (the "Principal"), and Westfield Insurance Company of Westfield Center OH (the "Surety"), are held and firmly bound unto the City of Waterloo, Iowa (the "Obligee"), in the penal sum of Two Hundred Fifty-two Thousand One Hunded Fifty&no/100ths Dollars ($ 252 150.00--------------- ), lawful money of the United States, for the payment of said sum in connection with a contract (the "Contract") dated on or about for the purpose of FT 2021 Greenbelt Lake REAP Grant 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. Performance Bond Page 1 of 2 Page 345 of 650 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 (2O%) 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. 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 PRINCIPAL SURETY _Boulder Contracting, LLC Westfield Insurance Company Name Name By; By: Title: Title: Lslancy_D F3altut"ttornP-]Lin=Fact [attach Power of Attorney] Performance Bond Page 2 of 2 Page 346 of 650 NOTE: Date of BOND must not be prior to date of Contract. If CONTRACTOR is Partnership, all partners should execute BOND. If this project includes Federal Funds, the following applies to the payment bond: IMPORTANT: Surety companies executing bonds must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located. Performance Bond Page 3 of 2 Page 347 of 650 PAYMENT BOND FY 2021 GREENBELT LAKE REAP GRANT Bond Number 071063J KNOW ALL MEN BY THESE PRESENTS: that Boulder Contract_ ing, LLC _ (Name of Contractor) fyr ady C Pnfer IA 50638 (Address of Contractor) a Corporation hereinafter called Principal, (Corporation, Partnership or Individual) and, W (Name of Surety) P O Box 5001, Westfield Center OH 44251 (Address of Surety) hereinafter called Surety, are held and firmly bound unto City of Waterloo (Name of Owner) _ 517 Mulberry Street, Waterloo IA 50703 er (Address of Two Hundred Fifty-two Thousand ne Hundred Fifty hereinafter called OWNER, in the penal sum oT &no/100ts Dollars,($ 252 150.00 ) 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 _ day of 20_, a copy of which is hereto attached and made a part hereof for the construction of: FY 2021 Greenbelt Lake REAP Grant NOW, THEREFORE, if the Principal shall promptly make payment to all persons, firms, SUBCONTRACTORS, and corporations furnishi;-�g 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, Page 348 of 650 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 3 counterparts, each one of (number) which shall be deemed an original, this the day of 20 ATTEST: Boulder o tin Principal (Princip�Secre�tary (SEAL) By _ (s) P O Box 310 (Address) Grundy Center IA 50638 itn ss as to P incipal (Address) Westfield Insurance Compay Surety ��c��`t�,6fa ATTEST: By [ Attorn y-in- Fart -eta. 87altutat _4200 University Avenue#200 W' ess as to Surety (Address) Page 349 of 650 4200 University Avenue#200 _ West Des Moines IA 50266 (Address) West Des Moines IA 50266 _ NOTE: Date of BOND must not be prior to date of Contract. If CONTRACTOR is Partnership, all partners should execute BOND. if this project includes Federal Funds, the following applies to the payment bond. IMPORTANT: Surety companies executing bonds must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located. Page 350 of 650 THIS POWER OF ATTORNEY SUPERCEDES ANY PREVIOUS POWER BEARING THIS SAME POWER#AND ISSUED PRIOR TO 06107116, FOR ANY PERSON OR PERSONS NAMED BELOW. ' POWER NO. 1429172 00 General Westfield Qnsurance Co. Power of Attorney Westfield National Insurance Co. Ohio Farmers Insurance Co. CERTIFIED COPY Westfield Center, Ohio Kpow A0 Men by These Presents, That WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, corporations, hereinafter referred to individually as a "Company- and collectively as 'Companies," duly organized and existing under the laws of the State of Ohio, and having Its principal office in Westfield Center, Medina County,Ohio, do by these presents make,constitute and appoint MARK E. KEAIRNES,JOSEPH I, SCHMiT, JEFFREY R. BAKER, JILL SHAFFER, GREG T. LAMAIR, NANCY D. BALTUTAT, PATRICK K. DUFF,CHRISTOPHER R.SEIBERLING, JOINTLY OR SEVERALLY of WEST DES MOINES and State.of IA its true and lawful Attorney(s)-in-Fact,yr ti full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances= undertakings, or other instruments or contracts of suretyship- - - - - - - - -- - - - - - - - - - - - - - - - - - - - LIMITATION: THIS POWER OF ATTORNEY CANNOT BE USED TO EXECUTE NOTE GUARANTEE, MORTGAGE DEFICIENCY, MORTGAGE GUARANTEE,OR BANK DEPOSITORY BONUS• and to bind any Of the Companles thereby as fully and to the same extent as It such bonds Were signed by the President,sealed With the corporate seal of the applicable Company and duly attested by Its Secretary,hereby ratifying and confIrming all that the said Attorneys)-in-Fact may do In the premises. Said appointment is made under and by authority of the following resolution adapted by the Board of Dlrectars of each of the WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY: "6e It Resolved,that the President,any Ser lar Executive,any Secretary or any Fidelity& Surety Operations Exec ivLte�or etpheersEx+�cuttIve,shallI be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attorneys) and act for and on behalf or the Company subject to the following provisions: The Attorney-in-Fact. may be given full power and authority for and in the name of and on behalf of the Company,to execute,acknowl edge and deliver, any and all bands, recognizances, contracts, agreements of indemnity and other conditional or obligatory undertakings and any and all notices and .documents canceling or terminating the Company's liability thereunder, and any such Instruments so executed by any such Attorney-in-Fact shall be as binding tip n the Company as It signed by the President and sealed and attested by the Corporate Secretary.' •ee it Further Resolved,that the signature of any such designated person and the seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by farslmlle, and any power of attorney or certificate bearing facsimlle signatures or fasslmlle seal shall be valid and binding upon the Company with respect to any bond or undertaking to which It Is attached.' (Each adopted at a meeting held on February B,2000). In Witness Whereof,WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY have caused these presents to be signed by their National Surety Leader and Senior Executive and their corporate seals to be hereto affixed this 07th day of JUNE A.D.,2016 . Corporate "a U1lN""' �onsn�"'' "' WESTFIELD INSURANCE COMPANY Seals fid'•.........1'� 't =� �i'' ' �vS''• v' ��5-"'tif;` WESTFIELD NATIONAL INSURANCE COMPANY .= Affixed�vr .aa. '.•�,= =•.;• *'9': ,7�F ''• "'' OHIO FARMERS INSURANCE COMPANY =" t CXAREEAED , 1 � _ : SEAL : = _v* :�_ 'y` .ss �,�r} =• %ro: �. 1948 ; State of Ohio *.� ,,.,, •' """"""" ~ Dennis P. Baus, National Surety Leader and County of Medina ss.: Senior Executive On this 07th day of JUNE A.D.,2016 ,before me personally came Dennis P. Baus to m4 known,who, being by me duly sworn,did depose and say, that he resides in Wooster, Ohio; that he Is National Surety Leader and Senior Executive Of WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY,the companies described in and which executed the above instrument;that he knows the seals of said Companies;that the sesal.s affixed to said Instrument are such corporate seals;that they were so affixed by order of the Boards of Directors of said Companies;and that he signed his name thereto by like order. Notarial Seal `ep A f- Affixedll�dla� •i�' ,'Fill f David A. Kotnik, Attorney at Law, Notary Public State of Ohio {z o My Commission Does Not Expire(Sec. 147.03 Ohio Revised Code) County of Medina ss.: S rJr 0 I,Frank A.Carrino, Secretary of WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, do hereby certify that the above and foregoing Is a true and correct copy of a Power of Attorney, executed by said Companies,which Is still In full force and effect;and furthermore,the resolutlons of the Boards of Directors,set out In the Power of Attorney are in full force and effect. In Witness Whereof, I have hereunto set my hand and affixed the seals of said Companies at Westfield Center, Ohio, this day of A.D 'd'• ��"C�•`� ��L.'. 'SGS': �f�a Y � '•;•��•,�3 4.1 F• SEAL 17; SEAL - °co .mac SacrPtary r•�►' 7 f; ': 1848 Frank A. Carrino, Secretary ... .,., BPOAC2 (combined) (06-02) Page 351 of 650 CITY OF WATERLOO Council Communication Resolution approving the request of Roxanne and Guillermo Galvez, for tax exemptions on the construction of a new single family home valued at$350,000, for property located at 2611 Burton Avenue, and located in the City Limits Urban Revitalization Area(CLURA). City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ CLURA 2611 Burton Avenue Form Backup Material ❑ CLURA 2611 Burton Avenue Map Backup Material Resolution approving the request of Roxanne and Guillermo Galvez, for tax SUBJECT: exemptions on the construction of a new single family home valued at $350,000, for property located at 2611 Burton Avenue, and located in the City Limits Urban Revitalization Area(CLURA) Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Approval. Recommended Action: The Planning, Programming, and Zoning Commission staff has reviewed Summary Statement: this application and feels that the project qualifies for exemptions from taxes on the actual value added to the residential property under the City Limits Urban Revitalization Area Plan. Expenditure Required: None Source of Funds: N/A Policy Issue: Strategy 3.9:Increase the promotion and utilization of the City Limits Urban Revitalization Area (CLURA)housing program. Parcel"B" of Plat of Survey Doc. #2004-29228 of part of the Southeast Legal Descriptions: Quarter of the Northeast Quarter of Section 10, Township 89 North, Range 13 West of of the 5th P.M., Black Hawk County, Iowa Page 352 of 650 i For Office Use Oniv j Date Received; Received by: Siff 10 make�ci3py ")11 I ��l�cant CI'ITV LIMITS URBAN REVITALIZATION APPLICATION APPLICATION FOR PROPERTY TAX EXEMPTION FOR CONSTRUCTION OF NEW ONE OR Ttl+{7 FAMILY DWELLINGS UNDER THE PROVISIONS OF THE CITY LIMITS URBAN RFVITALlzNriON AREA PIAN ADOPTED BY THE CITY COUNCIL OF THE CITY OF WATERLOO. I The City Limits Urban RevitalizatidiiArca(Cl.URA) is a 3-vcar ]00"fa property tax exemption on the actual vahte added for ttn�v construction one or two family dwellings(sin-le familyhom�s or duplex/twin homes onlyl that meet the following criteria: I. Be located within the CLURA boundaries(a map of which can be obtained front the Cih,of lMatcrloo Community Planning S Developmcnt Department.) 2. This application must be riled with City prior to the 1"working day of February following the}year when the improvements are completed to comply with the limeline of the State Code of Iowa,Section 404.4 unnumbered paragraph 2, However,a single application may be filed upon completion of an entire project requiring more than one year to construct or complete. providing prior approval has been granted by the City Council or County Board of Supeivisors. Pleasc till out(lie following information for your application to be submitted to the City Council. Projects started pr Far to the adoption date of Judy 1$,2011 do not qualify. 1 W flml i Mel- NAME-NAMC': �Cr J I['CI?�Z�' � SIGNATURE: _ ADDRESS- d TELEPHONE, ' 1 X115 13 ' DATE: C�L I A. What is the Address of the property being improved? Ue— What is the Legal Dexripriau of the property?(Maybe available at County Recorder's Office on 2"`1]var ofthe C'Ottrthotrsc) j Pet tee - �t bf Sc ' NE Jl .S 3 -- DO _� r=r, 1 GT '�1�.. I �t� Ste. akaCl`mt 11,D q 13 -10-069 - 010 B. What was [lie nature of the improventent(s)?(must be single fancily honres or duplex/twin homes to cloalify) -- C. City of Waterloo Building and Insnections Department Information: Permit Number: te r J gate permit as issued: 1 f�, � ' Total permit(s)valuation: �V j D. What was the cost of the new construction? 3J5DK- E. Estimated or actual elate of completion ot'this newconst'ruction? I/Clive klmJ vecupal-r wi�! fa117 Perm. C� in Note: City Council approval does not guarantee tax exemptions. The application tst be retdetue�and approved by the Black Hawk County Assessor's Office for criteria eligibility, CITY OF WATERLOO OFF ICI. USE ONLY APPROVED DATED: RESOLUTION NO: DENIED BLACK k1AlV1C COUNTYASSESSOR OFFICE USE[JNL1` - T APPROVED DNI'ED: T.J.ICoenigsfeld DENIED Black Hawk County Assessor Page 353 of 650 I Page f�C§C�A�ti�C���� '�����yc�tp�h±� nG� _ 111111 I I I llllllllllllllllllllllllll11111111IIIl111111/lllllllllllllll Doc ID: 006974680001 Type: GEN Recorded: 03/01/2018 at 03:26:01 PM Fee Amt: $64.80 Page 1 of 1 Revenue Tax: $$2.80 Black Hawk County Iowa SANDIE L. SMITH RECORDER ^ Qj["��(Q File20 i 6-00a 14895 Prepared By:Erie W.Johnson,P,O_Box 178,Waterloo,IA 50704-0178(319)234-1766 Atter Recording Return To:Black Havvk County Abstract,614 Sycamore,Waterloo,lA 50703 Address Tax State mentto:GuillennoGalvezand Roxanne GalvezJ755g90 Island Ave. , Waterloo, WARRANTY DEED-JOINT TENANCY of One($1.00)Dollar and other valuable consideration,David Good and Rosa.Good,husband and wife,do hereby Convey to Guillermo Cxalvez and Roxanne Galvez,husband and wife,as Joint Tenants with Fult Rights of Sw'vivorship,and not as Tenants in Common,the following described real estate in Black Hawk County,Iowa: Parcel 'B" of Plat of Survey Doc. ff2004-29228 of part of the Southeast Quarter of the Northeast Quarter of Section 10, Township 89 Norfft Range 13 West-of the 5th P.M., Black Hawk County,Iowa. Subject to restrictions,easements,covenants,ordinances,and limited access provisions of record. Grantors do Hereby Covenant with grantees,and successurs in interest,that grantors hold the real estate by title in fee simple;that they have good and lawful authority to sell and convey the real estate;that the,real estate is free and clear of all liens and encumbrances except as may be above stated; and grantors Covenant to Warrant and Defend the real estate against_the lawful claims of all persons except as may be above stated.Each of the undersigned hereby relinquishes all rights of dower,homestead and distributive share in and to the real estate. LLS aau Ixuases herein,including acknowledgment hereof,shall be construed as in the singular or plural bomber,and as masculine or feminine gender,according to the context. Dated: lv . J, _"�4 David Good Rosa od State of JOwa ) County of Black Hawk )ss This record was acknowledged before me on this A/Iday of_ u ,2015,by David Good and Rosa Good,husband and wife. � 'u<s CLIFFORD SCOTT PORTER Commission Number 788873 My Commission Expires March 5 2018 File Number: 2016-00 e... � - �'Q� � f ,• ,� �yr yam, i/�"Vf�- �,. -PETERS DR --------- ii t -_� i q •fir .. f d� X' t ><F _ .. � 0'won- :. Mimi- • .._« W ca � 911 EFS LU Lu 3 4 4 r _ OJt W -�-LUCAS ST- - � Y 1. Z _ - J s ''�� s 355 f 650 CITY OF WATERLOO Council Communication Resolution approving the request of Azra Rizvic, for tax exemptions on the construction of a new single family home valued at$390,000, for property located at 1610 Falcon Ridge, and located in the City Limits Urban Revitalization Area(CLURA). City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ CLURA 1610 Falcon Ridge Form Backup Material ❑ CLURA 1610 Falcon Ridge Map Backup Material Resolution approving the request of Azra Rizvic, for tax exemptions on the SUBJECT: construction of a new single family home valued at $390,000, for property located at 1610 Falcon Ridge, and located in the City Limits Urban Revitalization Area(CLURA). Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Approval. Recommended Action: The Planning, Programming, and Zoning Commission staff has reviewed Summary Statement: this application and feels that the project qualifies for exemptions from taxes on the actual value added to the residential property under the City Limits Urban Revitalization Area Plan. Expenditure Required: None Source of Funds: N/A Policy Issue: Strategy 3.9:Increase the promotion and utilization of the City Limits Urban Revitalization Area (CLURA)housing program. Legal Descriptions: Audubon Heights Fourth Addition Lot 13 Page 356 of 650 For Office Use Only Date Received; Received by: Staff to make a coy r ap lica"t • CITY LIMITS URBAN REVITALIZATION APPLICATION APPLICATION FOR PROPERTY TAX EXEMPTION FOR CONSTRUCTION OF NEW ONE OR TWO FAMILY DWELLINGS UNDER THE PROVISIONS OF THE CITY LIMITS URBAN REVITALIZATION AREA PIAN ADOPTED BY THE CITY COUNCIL OF THE CITY OF WATERLOO. I i The City Limits Urban Revitalization Area(CLURA) is a wear 100%property tax exemption on the actual value added for new construction one or two family dwellings(single family homes or duplex/twin homes only)that meet the following criteria: 1. Be located within the CLURA boundaries(a map of which can be obtained from the City of Waterloo Community Planning &Development Department.) 2. This application must be filed with City prior to the tat working day of February following the year when the improvements are completed to comply with the timeline of the State Code of Iowa,Section 404.4 unnumbered paragraph 2. However,a single application may be filed upon completion of an entire project requiring more than one year to construct or complete, providing prior approval has been granted by the City Council or County Board of Supervisors. Please fill out the following information for your application to be submitted to the City Council.Projects started prior to the adoption date of July 18,2011 do not qualify. NAME: I c SIGNATURE: ADDRESS: Q to ai ai a w&[woo, to 5 ob) TELEPRONE: _ 31q— 5M-- 5 Zjq DATE: DI- 25-Zoz t A. What is the Address of the property being improved? W44"160) th ��Q' What is the Legal Description of the property?(May be available at County Recorder's Office on 2"d floor of the Courthouse) fiMNARM Hr--I(Mn FQMKV ftDI TI ON LOT f3 B. What was the nature of the improvement(s)? (must be single family homes or duplex/twin homes to qualify) W C. City of Waterloo Building and inspections Department Information: av -:fk-JqC Permit Number: Date permit was issued; p�� Total permit(s) valuation., D. What was the cost the newco struction? 9 -1/t E. Estimated or actual dale of completion of this new construction? 2 Note: City Council approval does not guarantee tax exemptions. The application must be reviewed and approved by the Black Hawk County Assessor's Office for criteria eligibility. CITY OF WATERLOO OFFICE USE ONLY APPROVED DATED: RESOLUTION NO: 1 DENIED BLACK HAWK COUNTY ASSESSOR OFFICE USE ONLY APPROVED DATED: T.J.Koenigsfeld DENIED Black Hawk County Assessor Page 357 of 650 Apt- _ Y, KD aye � 3 Z - T - � .*. CRABAPPLE LN - Akr , 44. C11- 4W ` ;y - WAXWING WAY jrY 1. PARTRIDGE LN ,- � SHAULIS RD CITY OF WATERLOO Council Communication Resolution approving the request of Joshua Dahlen, for tax exemptions on the construction of a new single family home valued at$220,375, for property located at 1410 Audubon Drive, and located in the City Limits Urban Revitalization Area(CLURA). City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ CLURA 1410 Audubon Drive Map Backup Material ❑ CLURA 1410 Audubon Drive Form Backup Material Resolution approving the request of Joshua Dahlen, for tax exemptions on SUBJECT: the construction of a new single family home valued at$220.375, for property located at 1410 Audubon Drive, and located in the City Limits Urban Revitalization Area(CLURA). Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Approval. Recommended Action: The Planning, Programming, and Zoning Commission staff has reviewed Summary Statement: this application and feels that the project qualifies for exemptions from taxes on the actual value added to the residential property under the City Limits Urban Revitalization Area Plan. Expenditure Required: None Source of Funds: N/A Policy Issue: Strategy 3.9:Increase the promotion and utilization of the City Limits Urban Revitalization Area (CLURA)housing program. Legal Descriptions: Audubon Heights Sixth Addition Lot 45 Page 359 of 650 t , r II� I� 1 tv 04, / �r I ` l F �t ' ge 360 of 65 For Office Use Only ODD Date Received: Received by: 14 slatt'to make a cC$yM—KP—P4i061 C.ITYLIMITS U"AN RE'VITALIZATION APPLICATION APPLICATION FOR PROPERTY TAX EXEMPTION FOR CONSTRUCTION OF NEW ONE OR TWO FAMILY DWELLINGS UNDER THE PROVISIONS OF THE CITY LIMITS URBAN REVITALIZATION AR13A PLAN ADOPTED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, The City Limit-,Urban Revitalization Area(CLURA)is a 3-year 100%property tax exemption on the actual value added for neve construction one or two family dwellings(single family homes or duplex/twin homes only)that meet the following criteria: 1. Be located within the CLURA boundaries(a map of which can be obtaitied from the City of Waterloo Community Phmning &Development Department.) 2. This application must be filed with City prigr to the I')ykr—kftng dgy of Febrtr following the year when the improvements are completed to comply with the timeline of the State Code of Iowa,Section 404.4 unnumbered paragraph 2. However,a single application may be filed upon completion of an entire project requiring more than one year to construct or complete, providing prior approval has been granted by the City Council or County Board of Supervisors. Please fill out the following information for your application to be submitted to the City Council,Projects started prior to the ado #ion date of July IB,2011 do not qualify, ' E NAME: JOALl.Gt QCkjl,U" SIGNATURE: ADDRESS• e) u •ty- en-0n TELEPHONE: obcl" gx39- d, 1pI DATE: 0211 A. What is the Address of the property being improved? ]L b0Y1 0, )'. What is the Legal Desertpfton of the property?(May be available at County Recorder's Office on 2"4 floor of the Courthouse) ' - tMAn ' - i i i 13. What was the nature of the improvement(s)?(must be single family homes or duplex/twin homes to qualify) C. City of Waterloo Building and rInnspections Department Infornrati q JQ r Permit Number: l ��?`V Date permit was issued: f'otal permits)valuation: O'" 1� D. What%vas the cost of the new constniotion? : E. Estimated or actual date of completion of this new construction? Note: City Council approval does not guarantee tax exemptions. The application must be reviewed and approved by the Black Hawk CountyAssessor's Office for criteria eligibility. CITY OF WATERLOO OFFICE USE ONLY APPROVED DATED: RESOLUTION NO: DENIED BLACK HAWK COUNTY ASSESSOR OPPICE USE ONLY APPROVED DATED. T.J.Koenigsfeld DENIED Black Hawk CountyAssessor Page 361 of 650 CITY OF WATERLOO Council Communication Resolution approving the request of Rosemary Jones, for tax exemptions on the construction of a new single family home valued at$290,000, for property located at 3020 Angeles Drive, and located in the Consolidated Urban Revitalization Area(CURA). City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ CURA 3020 Angeles Drive Form Backup Material ❑ CURA 3020 Angeles Drive Map Backup Material Resolution approving the request of Rosemary Jones, for tax exemptions on SUBJECT: the construction of a new single family home valued at$290.000, for property located at 3020 Angeles Drive, and located in the Consolidated Urban Revitalization Area(CURA Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Approval. Recommended Action: The Planning, Programming, and Zoning Commission staff has reviewed Summary Statement: this application and feels that the project qualifies for exemptions from taxes on the actual value added to the residential property under the City Urban Revitalization Area Plan. Expenditure Required: None Source of Funds: N/A Strategy 3.8: Continue efforts to foster new investments and development in Policy Issue: City's Urban Renewal Areas (TIF Districts) and the Consolidated Urban Revitalization Area(CURA). Legal Descriptions: Aerostat Heights Lot 38 and Lot 39 Page 362 of 650 Igor t»cee usle Only nate Recc ed: Received b __F - ' Staff W taaCc a iicac�t CONSOLIDATED URBAN REVITALIZATION AREA APPLICATION FOR PROPERTY TAX EXEMPTION FOR IMPROVEMENTS UNDER THE PROVISIONS OF THE CONSOLIDATED URBAN REVITALIZATION AREA PLAN ADOPTED BY THE CITY COUNCIL OF THE CITY OF WATERLOO. The Consolidated Urban Revitalization Area(CUBA)allows property tax exemptions on improvements to property located within its boundaries that meet the following criteria: I. At least a 10%improvement to the value of the residential property. At least a 15%improvement to the value of commercial property if a building was previously on the site_ If commercial property was previously vacant,all actual value added by the improvements is eligible for tax exemption. 2. Be located within the LURA boundaries(a map of which can be obtained from the City of Waterloo Community Planning& Development Department.) 3. This application must be filed with City prior to the l'working day of February following the year when the improvements are completed to comply with the timeline of the State Cade of Iowa,Section 404,4 unnumbered paragraph 2. However,a single application may be filed upon completion of an entire project requiring more than one year to construct or complete, providing prior approval has been granted by the City Council or County Board of Supervisors. Please fill out the following information for your application to be submitted to the City Council. NAME: Q •is i'G 11 N S SIGNATURE: 1 ADDRESS: 3Q Q C) 44P s -b,-.fit t r t� EMAIL: r�e S a yds t? ,Cola TELEPHONE; _Z U ] l-3 S �] !31103DATE: { r . ` A. What is the Address of the property being improved? .3 U,;t 0 �1 eS�r r.c�-leY-" J O 7 Q 3 What is the Legal Description of the property?(May be available at County Recorder's Office on 2nd floor of the Courthouse)? ICS S - S + 3 ' -F L<5-� - B. Indicate desired exemption schedule:(1 or 2) 1. One Hundred Percent(100%)exemption for three years on the actual value added by improvements; 2. A partial exemption on the actual value added by improvements according to the following schedule: a. First Year----------80% d. Fourth Year-------50% g. Seventh Year-----30% b. Second Year------70% e. Fifth Year--------AO% h. Eighth Year--------30% c. Third Year---60% f. Sixth Year----40% i. Ninth Year 20% j. Tenth Year--------20% C. What was the nature of the improvement(s)? { S t f rn t w `t ilL D. City of Waterloo Building and Inspections Department Information: Permit Number: 76 " cJ`i'0�.0 Date permit was issued: 3/o A O Total permit(s)valuation: � N000 yr, E. What was the cost of the improvement? F. Estimated or actual date of completion of these improvements? C i aZd .3 o G. if this is not a single-family dwelling unit,which you own and reside in,will these improvements create a displacement of your tenants? . Yes No Note: The improvements to your home or business may not change the assessed value. Note: City Council approval does not guarantee tax exemptions. The application must be reviewed and approved by the Black Hawk County Assessor's Office for criteria eligibility. Page 363 of 650 i -SAB INA CIR�i - - - W �W W AIRLINE HWY k CITY OF WATERLOO Council Communication Motion approving Change Order No. 1 from Parking-Inc., of Des Moines, Iowa, for a net decrease of $18,632, in conjunction with the Waterloo Parking Access and Control System Project, and authorizing the Mayor to execute said document. City Council Meeting:2/15/2021 Prepared: 1/26/2021 ATTACHMENTS: Description Type ❑ Change Order#1 - Parking-Inc. Backup Material Motion approving Change Order No. 1 from Parking-Inc., of Des Moines, SUBJECT: Iowa, for a net decrease of$18,632, in conjunction with the Waterloo Parking Access and Control System Project, and authorizing the Mayor to execute said document. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Approval Page 365 of 650 PARKING-A I.IoNgft _ _Proposal D-jefc. 515-244-5325 1 515-314-8400 1 Parking-Inc.conl CUSTOMER QUANTITY DESCRIPTION UNIT PRICE AMOUNT City of Waterloo ADDRESS 180 West 5th Street 1 -3,457.00 -3,457.00 TIBA System CCAF2D License _ TMS-TIBQPa Standard Edition. PCI Certified Credit CITYlSTATEfLIP 1 y card software. -4,150.00 -4,150.00,_ are-wlout Server. Waterloo,lowa,50701 1 -3,745.00 -3,736.00, 7iba System Credit Card Licensa TMS-SmartPark-Additional workstation software license. 1 -4,745.00 -4,745A0 tAkidmtafion-t1cP-n-%eJijm41IP-Firct 3%Afnrkcfatinn Branca PROJECT -2,544.00 Tib Pa -- ESTIMATE NO 3312020Mar DATE 313112020 — - SALESPERSON Craig Buscher E-MAIL greg.ahlhelmawaterloD- ie.orn PHONE 3192910145 --- ATTENTION 0,00 GregAhlhelm SUBTOTAL -18,632.00 PAYMENTTERMS THIS PROPOSAL INCLUDES THE CONDITIONS NOTED'. TAX RATE 0.00 40%,40%,203 Enter conditions here SALES TAX 0.00 T THIS PROPOSAL IS GOOD UNTIL THE FLLOWING DATE OTHER TOTAL -18,632.00 Sign Here to Accept Quote: Authorizer]Rep Date I E15 314.8400 401 GRAND AVE. DES MOINES. IOWA 50309 .. Page 366 of 650 CITY OF WATERLOO Council Communication Motion approving Change Order No. 1 from Peterson Contractors, Inc., of Reinbeck, Iowa, for a net increase of$19,211.50, in conjunction with the FY 2020 3200 Block of W. Airline Highway Sanitary Sewer Project, Contract No. 979, and authorizing the Mayor and City Clerk to execute said document. City Council Meeting:2/15/2021 Prepared: 9/1/2020 ATTACHMENTS: Description Type ❑ Peterson Contractors - CO#1 Backup Material Motion approving Change Order No. 1 from Peterson Contractors. Inc., of Reinbeck, Iowa, for a net increase of$19,211.50, in conjunction with the FY SUBJECT: 2020 3200 Block of W. Airline Highway Sanitary Sewer Project. Contract No. 979, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Submitted By:Wayne Castle, PLS, PE,Associate Engineer Recommended Action: Approve change order. This change order is to address the asphalt pavement repair required at E. Summary Statement: Ridgeway Ave. and Hammond Ave. as the result of the diesel fuel spill from the Kwik Star tanker incident on Thursday,August 20, 2020. Source of Funds: Initially from Local Options Sales Tax funds with intent to pursue recovery of change order cost from Kwik Star's insurance Page 367 of 650 jesiw CITY OF WATERLOO,IOWA CHANGE ORDER NO. 1 PROJECT: Airline Highway Sanitary Sewer Extension CONTRACT NO. 979 Date Prepared: 1/25/2020 AMOUNT: Increase $19,211.50 TO: PCI Contractor You are hereby ordered to make the following changes from the plans and specifications or perform the following extra work on your contract dated 1/1812020. A. Description of change to be made or extra work to be done: Add Item CO 1.1:8" Wattle Installation Add Item CO 1.18" Wattle Maintenance Add Item CO 1.3:8" Wattle Removal Add Item CO 1.4:Recycled Special Backfill Add Item CO 1.5:7.8" RCP B. Reason for ordering change or extra work: All items will be paid per unit cost as measured in the field. Items 1-3 have been included to provide site erosion control devices. Item 4 has been included in order to facilitate compaction under an existing driveway which also includes multiple utility crossings, Item 5 has been added for a field access culvert. C. Settlement for cost of work to be made as follows: Add Itern CD 1.1:8"Wattle Installation x 800 LF at$3.60/LF=+$2,880.00 Add Item CO 1.2:8" Wattle Maintenance x 800 LF at$4.15/LF= +$3,320.00 Add Item CO 1.3:8" Wattle Removal x 800 LF at$0.55/LF=+$440.00 Add Item CO 1.4; Recycled Special Backfill x 518 TN at$19.25/TN=+$9,971.50 Add Item CO 1.5:18" RCI'x 40 LF at$65.00/LF=+$2,600.00 Total Net Increase $19,211,50 CITY OF WATERLOO, IOWA BY: 'Pt,e rso n Conira cfu r s Inc Mayor Date COJT� BYc(, (. I Date ATTEST: PRINTED NAME: L"Drd214 Q P{�rSoh City Cleric Date TITLE: presiderit APPROVED: ity Engineer Vate Page 368 of 650 CITY OF WATERLOO Council Communication Motion approving Change Order No. 2 with Woodruff Construction of Madison, Wisconsin, for a net decrease fo $14,235, in conjunction with the FY 2020 Wastewater Treatment Plant Biosolids Modifications Project,Contract No. 994, and authorizing the Mayor to execute said document. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ Memo to Waterloo Mayor and City Council Backup Material ❑ Change Order#2 Backup Material Motion approving Change Order No. 2 with Woodruff Construction of SUBJECT: Madison, Wisconsin, for a net decrease fo $14.235, in conjunction with the FY 2020 Wastewater Treatment Plant Biosolids Modifications Project, Contract No. 994, and authorizing the Mayor to execute said document. Submitted by: Submitted By:Brian Bowman, Treatment Operations Supervisor Recommended Action: Approve Change Order Expenditure Required: Net decrease of $14,235.00 Source of Funds: Sewer Funds Page 369 of 650 CITY OF WATERLOO , IOWA Waste Management Services 3505 Easton Avenue Waterloo, IA 50702 •Phone(319)291-4553•Fax(319)291-4523 Q0 or February 3, 2021, ,41Wor QUENTIN Memo to Waterloo Mayor and Council HART RE: Change Order No.2 Wastewater Treatment Plant Biosolids Modification Project-City Contract COUNCIL No. 994 MEMBERS ................... Background Discussion: MARGARET This change order No 2.for the contract with Woodruff Construction related to the above- KLEIN reference project captures several modification to the original Contract resulting in a net Ward 1 deduction of$14,235.00 JONATHAN GRIEDER Ward 2 Recommended Action: PATRICK It is recommended approval of Change Order No. 2 in the deduct amount of$14,235.00. MORRISSEY Ward 3 With the original contract price of$16,587,300.00 this Change Order and earlier Change Order No.1 will reflect an overall 0.1 percent change in the Original Contract value. JEROME AMOS,JR. Ward 4 RAY FEUSS Ward 5 SHARON JUON A[-Large DAVE BOESEN At-Large WE'RE WORKING FOR YOU! Page 370 of 650 An Equal Opportunity/Affirmative Action Employer $11f STRAND owl ASSOCIATES' Strand Associates, Inc.' 010 West Wingra Drive Madison,WI 53715 (P)608 251 4843 February 3,2021 Mr.Brian Bowman City of Waterloo 3505 Easton Avenue Waterloo, [A 50702 Re, F.Y.2020 Wastewater Treatment Plant Biosolids Modifications Project Contract No. 994 City of Waterloo, Iowa(City) Dear Brian, Change Order No. 2 for the Contract with Woodruff Construction related to the above-reference project is enclosed. This change order captures several modifications to the original Contract resulting in a deduction of$14,235.00 from the Contract price. As of February 1,2021,this project is 34 percent complete with 45 percent of the Contract time elapsed. The total value of changes to the original Contract price are summarized in the table below. Change Order Amount No. I ADD $32,215.10 No. 2 DEDUCT ($14,235.00) Total ADD $17,980.10 The current change in the Contract price is 0.1 percent of the original Contract value. Sincerely, STRAND AS SOCIATES, INC.® C4-a,Yk�+ klr.4,VJA'V Samuel K. Hocevar Enclosure SKH:s l\\S:\MAD\4400--0499k463\009\Corutmcdon\Change Orders\002\CO 2 Cover Letter.docx Arizona I Illinois Indiana I Kentucky I Ohio I Texas Wisconsin www.strand.com Page 371 of 650 ,:]',1 STRAND s ASSOCIATES- Strand Associates, Inc.` 910 West Wlrigra Drive Madison.'VV 1 53715 R_; (pi 60 .251 443 February 2, 2021 CHANGE ORDER NO.2 PROJECT: F.Y. 2020 Wastewater Treatment Plant Biosolids Modifications Project OWNER: City of Waterloo, Iowa CONTRACT: City Contract No. 994 CONTRACTOR: Woodruff Construction Description of Change 2a Revise the helical piers layout in accordance with Work ADD $1,892.00 Change Directive(WCD)002 dated August 24, 2020. 2b Provide rubber flapper swing check valves for ADD $1,035.00 CV-180-01, CV-180-02, and CV-180-03 in accordance with enclosed Cost Proposal Request(CPR)003 dated September 9, 2020. 2c Change the precast plank design for the ADD $4,959.00 Dewatering Building(Structure 330) in accordance with enclosed CPR 004 dated October 1, 2020. 2d Provide stainless steel digester gas piping for the ADD $19,993.00 anaerobic digester boilers in accordance with enclosed CPR 005 dated October 27,2020. 2e Remove a handhole adjacent to the WAS Transfer (DEDUCT) ($1,082.00) Pumping Station in accordance with enclosed Request for Information(RFI)025 dated November 11,2020. 2f Infill window in 170SWBD-1 and eliminate railings on (DEDUCT) ($3,015.00) the east and west of the roof of the Dewatering Building truck bay in accordance with Items 007-01 and 007-03 on enclosed CPR 007 dated November 5,2020. 2g Delete five electric rotary-actuated discharge slide gates (DEDUCT) ($40,294.00) on the shaftless screw conveyors in the Dewatering Building(Structure 330)in accordance with enclosed CPR 008 dated October 10,2020. 2h Delete the ground wire conductors from PMT-1 to (DEDUCT) ($4,683.00) 330MCC-IA,from 170PMT-A to 170SWBD-1, and from 170PMT-B to 170CB-1 in accordance with enclosed CPR 009 dated October 10, 2020. 2i Provide modifications to the Chemical Building ADD $1,273.00 (Structure 300)to accommodate an existing underground duct bank in accordance with the enclosed correspondence dated October 18, 2020. 2j Revise stair access to centrifuge based on coordination ADD $3,593.00 with conveyor manufacturer in accordance with the enclosed correspondence dated November 2, 2020. WMB:tII\5:\MAD\4400--4499\4463\009\Construction\Change Orders\002\CO 2.docx Arizona I Illinois , Indiana I Kentucky i Ohio Texas I Wisconsin www.strand.com Page 372 of 650 Strand Associates, Inc."' City of Waterloo, Iowa—Woodruff Construction City Contract No. 994, Change Order No. 2 Page 2 February 2, 2021 2k Modify grating and supports in Structures 330 and 180 ADD $2,094.00 in accordance with RFIs 35 and 37. 21 Amend Contract Final Completion date as a result of ADD $0.00 COVID-19 delay claim of 14 days for time lost between October 30 and November 12,2020. TOTAL VALUE OF THIS CHANGE ORDER: (DEDUCT) ($14,235.00) Contract Price Adjustment Original Contract Price $16,587,300.00 Previous Change Order Adjustments $32,215.10 Adjustment in Contract Price this Change Order ($14,235.00) Current Contract Price including this Change Order $16,605,280.10 Contract Final Completion Date Adjustment Original Contract Final Completion Date March 3, 2022 Contract Final Completion Date Adjustments due to previous Change Orders 0 Days Contract Final Completion Date Adjustments due to this Change Order 14 Days Current Final Contract Completion Dates including all Change Orders March 17,2022 WMB:tl I\5:\MAD\4400-4499\4463\009\Construction\Change Orders\002\CO 2 docz www,strand.com Page 373 of 650 Strand Associates, Inc. City of Waterloo, Iowa—Woodruff Construction City Contract No, 994, Change Order No. 2 Page 3 February 2,2021 ;..88...4,r.J This document shall become a supplement to the Contract and all provisions will apply hereto. o��RANDR1rL A.' x;�SZECOMM 'NDLD w WIRTZ 16137 ��' —�— 71 ��'•, ,;��-cONSULTANT— •a d ss c' tcs, ic.® Date APPROVED 2/2/21 COrVE"D — oodruff Coi ruction Date AP OWNER—City of Waterloo,Iowa Date WMB:111\S:VNAD\4400-A499\4463\009\Conslwclion\Change Orders\002\CO 2 docz www.strand.com Page 374 of 650 CITY OF WATERLOO Council Communication Motion to approve Exception to Burning Yard Waste Application for George Wyth State Park to burn the following between March and June 2021: George Wyth Prairie, 15 acres between Wyth Lake and main park road, Prairie/Pollinator areas near entrance of George Wyth-2 acres, dike along the main road of the park, approximately 3 acres, prairie at back of park near the Lodge, 2 acres, brush pile in frisbee picnic area, 20 foot by 20 foot, and brush pile behind park shop, 30 foot by 30 foot. City Council Meeting:2/15/2021 Prepared:2/3/2021 Motion to approve Exception to Burning Yard Waste Application for George Wyth State Park to burn the following between March and June 2021: George Wyth Prairie, 15 acres between Wyth Lake and main park SUBJECT: road, Prairie/Pollinator areas near entrance of George Wyth-2 acres, dike along the main road of the park, approximately 3 acres, prairie at back of park near the Lodge. 2 acres, brush pile in frisbee picnic area, 20 foot by 20 foot, and brush pile behind park shop, 30 foot by 30 foot. Submitted by: Submitted By:Pat Treloar. Fire Chief Page 375 of 650 CITY OF WATERLOO Council Communication Request by L and BB, LLC, for a Site Plan Amendment to the"R-3,R-P"Planned Multiple Residence District to allow for the development of six(6)residential lots for single family homes, on a site previously approved for two (2) duplexes, an increase in the number of approved residential units from four(4)to six(6), located southeast of 2950 Southland Drive. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ Public Comment Backup Material ❑ Staff Report Backup Material ❑ Overview Map Backup Material ❑ Aerial Map Backup Material ❑ FEMA 2011 Current FP Map Backup Material ❑ FEMA Preliminary FP Map Backup Material ❑ Previously Approved Site Plan Backup Material ❑ Site Plan Backup Material ❑ Pictures Backup Material ❑ Application Backup Material Motion to receive and file proof of publication of notice of public hearing_ HOLD HEARING - Comments on file. Motion to close hearing and receive and file oral and written comments and recommendation of approval of the Planning, Programming and Zoning Commission. Motion to receive, file, consider, and pass for the first 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- SUBJECT: 4-4, to approve a request by L and BB, LLC, for a Site Plan Amendment to the"R-3,R-P"Planned Multiple Residence District to allow for the development of six(6)residential lots for single family homes, on a site previously approved for two (2) duplexes, an increase in the number of approved residential units from four(4)to six 6), located southeast of 2950 Southland Drive. Motion to suspend the rules. Motion to consider and pass for the second and third times and adopt the ordinance. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Approval Transmitted here is a request by L and BB, LLC, for a Site Plan Page 376 of 650 Amendment to the"R-3,R-P"Planned Multiple Residence District to allow for the development of 6 residential lots for single family homes. The site was previously approved for 2 duplexes. The Site Plan Amendment Summary Statement: increases the number of approved residential units from 4 to 6, located southeast of 2950 Southland Drive. The Planning and Zoning Commission unanimously approved the request at their regular meeting on January 12, 2021. Expenditure Required: None Source of Funds: N/A Strategy 1.3:Ensure that development ready sites exist and realistic, Policy Issue: meaningful incentives are defined to attract new business and support existing businesses. The applicant is requesting to construct 6 homes along the south and east side of Charm Drive. The"R-3,R-P"Planned Residence District is site plan specific, and changes to the site plan must be approved through the major site plan amendment process. The area is zoned "R-3, R-P"Planned Residence District which is intended and designed to provide for greater flexibility and diversification of land uses. Staff believes that the new residential development will be compatible with and have a positive impact upon the surrounding neighborhood. There have been drainage issues with the site in the past and the City has received calls from neighboring property owners during heavy rain events. It was noted by Wendell Lupkes with VJ Engineering that the site will have a 17,125 SF storm water detention area, a 50' drainage easement on the southeast portion of the property, and a 25' drainage easement on the southwest portion of the property to address drainage concerns. Lupkes indicated that the applicant plans to apply for a Letter of Map Amendment (LOMA) through FEMA to remove the site out of the 100-year floodplain. A similar site plan amendment to allow for the construction of 6 single family homes on lots C-5 and C-6 was tabled by the Planning and Zoning Commission on November 14, 2017 and the application was later withdrawn by the applicant. Much of the opposition to that request was based upon drainage concerns and having lots filled in to raise the elevation of the building sites. However, it should be noted that the lots were legally allowed to be filled in and lots C-5 and C-6 have subsequently been raised to an elevation of 873.2 feet and the finished floor elevation for each home site will be 874.2 feet or one foot above the base flood elevation for the proposed FEMA preliminary floodplain map. Background Information: Therefore, staff recommends that the request by L and BB, LLC, for a site plan amendment in the"R-3,R-P"Planned Residence District located southeast of 2950 Southland Drive be approved for the following reasons: 1. The proposed use would appear to have a positive impact on Page 377 of 650 the area by bringing additional housing on vacant land within a residential area. 2. The proposed use has a drainage design to properly direct storm water from the development, though the platting process. 3. The proposed use would not appear to have a negative impact on the area and would be compatible to existing development. The proposed development is within the density requirements as set forth in the Zoning Ordinance for this particular zoning district. The area was previously approved for commercial uses, so single family homes would appear to be more compatible with and have a positive impact on the neighborhood. 4. The proposed use would not appear to have a negative impact on traffic and pedestrian conditions in the area, as the lots sit upon previously built local roads. And subject to the following conditions: 1. That the final site plan meets all applicable city codes, regulations, etc. Including, but not limited to parking, landscaping, screening, drainage, etc. Legal Descriptions: Lot C-5 and Lot C-6, Southland Park Third Addition, Waterloo Black Hawk County, Iowa Page 378 of 650 1c�,d da), e-S Cviu©o Assoc, . 4 Poe?� )4- l ac ,p-r 0� ya `��i DRQeo( A,04 6411 LL_C . T me)) �.ehe C LQ 1-Ssoc1a T/ � 190 r��1 �Y v !`f J1�I L14�f �i Ty 7z) Al 7712•v ' e G'� t� e��a�q Uto ��ocec �cLf of �c� vAJ AAOOJO/fy) So L--W, p q r C- f-lc L?q J40 /'a e, -rti a T 0 LLX CO/J C'e,-e AeJ ZVAC-11C-7f ss 4-L� Le� e- 6,A* s cv-v ZL SSD 70i -F� W 3,79 of 650 February 15,2021 REQUEST: Request by L and BB, LLC, for a Site Plan Amendment to the "R-3,R-P" Planned Multiple Residence District to allow for the development of 6 residential lots for single family homes. The site was previously approved for 2 duplexes. The Site Plan Amendment increases the number of approved residential units from 4 to 6, located southeast of 2950 Southland Drive. APPLICANT(S): L and BB, LLC, 1825 Jefferson Street, Waterloo, IA 50703 GENERAL The applicant is requesting to allow for the development of 6 DESCRIPTION: single family homes, just south and east of Charm Drive, and southeast of 2950 Southland Drive. SURROUNDING The request for a Site Plan Amendment would not appear to LAND USES AND have a negative impact upon the surrounding area. It would IMPACT ON appear that the proposed residential uses would blend in well NEIGHBORHOOD: with the surrounding neighborhood which consists of three commercial buildings, multi-family condominiums, twin homes, and single family homes. The average lot size of the six residential lots to the north is 24,497 square feet. The average lot size for the 6 proposed residential lots is 12,654 square feet. The lots are a little smaller, but well above the "R-3" minimum lot size of 6,000 square feet. The average lot size for single family homes within 250 feet of the project site is 20,776 square feet. VEHICULAR & The proposed site plan amendment would not appear to have PEDESTRIAN a negative impact on the surrounding traffic conditions in the TRAFFIC area. The proposed development would be served by CONDITIONS: Southland Drive and Charm Drive, which are classified as Local Streets, and Highway 63, which is classified as a Principal Arterial. RELATIONSHIP TO The Sergeant Road Recreational Trail runs along the RECREATIONAL northwest side of Highway 63. TRAIL PLAN: ZONING HISTORY The area in question was rezoned from "A-1" Agriculture FOR SITE AND District to "R-3, R-P" Planned Residence District on November IMMEDIATE VICINITY: 24, 1975. The property in question is comprised of two lots that were originally designated for commercial use. A site plan amendment was approved by the City Council on January 11, 2016 to change the use from commercial to residential duplexes on lots C-5 and C-6, so a total of 4 units was approved. Surrounding land uses and their zoning designations are as follows: North — Commercial and Residential Development, zoned "R- 3,R-P" Planned Residence District. South — Residential Development, including multi-family condominiums, zoned "R-3,R-P" Planned Residence District. SPA Southland Park Lots C-5 and C-6 Page 1 of Wage 380 of 650 February 15,2021 East — Residential Development, zoned "R-3,R-P" Planned Residence District. West — Commercial Development, zoned "C-P" Planned Commercial District. BUFFERS Buffers will not be required due to the development being REQUIRED/ NEEDED: single family homes. DRAINAGE: The site plan amendment request would not appear to have an impact on drainage in the area. The site plan amendment denotes a 17,125 SF storm water detention area, a 50' drainage easement on the southeast portion of the property, and a 25' drainage easement on the southwest portion of the property. DEVELOPMENT The surrounding area consists predominantly of light to HISTORY: moderate density commercial and residential uses in the adjacent, nearby areas, with development occurring from the 1980s to the 2010s. FLOODPLAIN: The proposed site plan amendment area is not located within a Special Flood Hazard Area as indicated by the Federal Insurance Administration's Flood Insurance Rate Map Panel Number 19013CO283F, dated July 18, 2011 . However, it should be noted that FEMA's Preliminary Flood Plain Map that has yet to be approved/adopted by the City of Waterloo and is not yet an effective floodplain map, notes that the site plan area will be entirely located within the 100-year floodplain. The applicant has already placed fill on the proposed site plan amendment area to bring it up to the FEMA proposed 100- Year floodplain. All the home sites will have a finished floor elevation of 874.2'. The site plan amendment area will have a base flood elevation of 873.2' once the FEMA preliminary map is approved/adopted by the City of Waterloo. Therefore the proposed development will meet all floodplain regulations and should be eligible for a Letter of Map Amendment (LOMA) to remove it from the floodplain status once the preliminary floodplain maps do become affective, which is not anticipated to happen until at least March of 2022. PUBLIC /OPEN Prescott's Creek is located 400 feet north of the site plan SPACES/ SCHOOLS: amendment area. Kingsley Elementary is located 3.5 miles to the northeast, Hoover Middle School is 2.7 miles to the northeast, and West High is located 3.1 miles to the northeast. UTILITIES: WATER, There is a 12" sanitary sewer line, 12" water line, and 15" SANITARY SEWER, storm sewer that is located within Charm Drive to the north STORM SEWER, ETC. and west of the proposed residential development. RELATIONSHIP TO The proposed development is not in conformance with the COMPREHENSIVE Future Land Use Map which designates this area as Mixed LAND USE PLAN: Commercial: Medium to High Density Residential; Professional Offices; and Neighborhood Commercial. SPA Southland Park Lots C-5 and C-6 Page 2 of Page 381 of 650 February 15,2021 However, the proposed site plan amendment is in conformance with the Comprehensive Plan which supports Land Use Goal Number 4, in which the community should work to offer a variety of housing opportunities to residents. The Future Land Use Map is used as a guide when making land use decisions. The City of Waterloo is currently in the beginning stages of updating its Comprehensive Plan and it may be necessary to change the Future Land Use Map to reflect the change in the proposed land use to a less intensive land use than it was originally approved for. STAFF ANALYSIS — The applicant is requesting to construct 6 homes along the ZONING south and east side of Charm Drive. The "R-3,R-P" Planned ORDINANCE: Residence District is site plan specific, and changes to the site plan must be approved through the major site plan amendment process. The area is zoned "R-3, R-P" Planned Residence District which is intended and designed to provide for greater flexibility and diversification of land uses. Staff believes that the new residential development will be compatible with and have a positive impact upon the surrounding neighborhood. A site plan amendment for lots C-5 and C-6 received a recommendation of approval by the Planning and Zoning Commission on December 1, 2015 and approval by the City Council on January 11 , 2016 with the passage of Ordinance 5327 to change the lot designation from commercial to residential to allow for two duplexes. A similar site plan amendment to allow for the construction of 6 single family homes on lots C-5 and C-6 was tabled by the Planning and Zoning Commission on November 14, 2017 and the application was later withdrawn by the applicant. Much of the opposition to that request was based upon drainage concerns and having lots filled in to raise the elevation of the building sites. However, it should be noted that the lots were legally allowed to be filled in and lots C-5 and C-6 have subsequently been raised to an elevation of 873.2 feet and the finished floor elevation for each home site will be 874.2 feet or one foot above the base flood elevation for the proposed FEMA preliminary floodplain map. The Planning and Zoning Commission unanimously approved the request at their regular meeting on January 12, 2021 . STAFF ANALYSIS — A subsequent plat will be forth coming for the proposed SUBDIVISION development of this site. ORDINANCE: TECHNICAL REVIEW COMMITTEE: Jamie Knutson with the City Engineering Department had SPA Southland Park Lots C-5 and C-6 Page 3 of Page 382 of 650 February 15,2021 questions regarding drainage issues with the site and indicated that he has received calls from neighboring property owners during heavy rain events. It was noted by Wendell Lupkes with VJ Engineering that the site will have a 17,125 SF storm water detention area, a 50' drainage easement on the southeast portion of the property, and a 25' drainage easement on the southwest portion of the property to address drainage concerns. Lupkes indicated that the applicant plans to apply for a Land of Map Amendment (LOMA) or Land of Map Amendment — Fill (LOMA-F) through FEMA to remove the site out of the 100-year floodplain. Lupkes indicated that he will add setbacks on the site plan to better illustrate the layout of homes for the proposed six lots. STAFF Therefore, staff recommends that the request by L and BB, RECOMMENDATION: LLC, for a site plan amendment in the "R-3,R-P" Planned Residence District located southeast of 2950 Southland Drive be approved for the following reasons: 1. The proposed use would appear to have a positive impact on the area by bringing additional housing on vacant land within a residential area. 2. The proposed use has a drainage design to properly direct storm water from the development, though the platting process. 3. The proposed use would not appear to have a negative impact on the area and would be compatible to existing development. The proposed development is within the density requirements as set forth in the Zoning Ordinance for this particular zoning district. The area was previously approved for commercial uses, so single family homes would appear to be more compatible with and have a positive impact on the neighborhood. 4. The proposed use would not appear to have a negative impact on traffic and pedestrian conditions in the area, as the lots sit upon previously built local roads. And subject to the following conditions: 1. That the final site plan meets all applicable city codes, regulations, etc. Including, but not limited to parking, landscaping, screening, drainage, etc. SPA Southland Park Lots C-5 and C-6 Page 4 of Page 383 of 650 City of Waterloo Planning, Programming and Zoning Commission February 15, 2021 jBlackHawk �. �GxGxEoa 1 Creek spa j 1 c' 63 ux o .TMExGxx � � Q g#g Pip ae o pi °>ayE og4�IrcixG O uA weG.xi \F��o - oi.xox on 1 Gt 1 0 e 20 �7 a +a Bl Ha k reek ! - °°�� u IgwsxnuuGax w.�x.x,�Gxx 1 1 63 a 1 1 i yu1111u1111u umuIIIuMIMuMIMII umumumu�.■�u�u�■.�n�u�.■�u�u�■u■uu�u�n�u�u�■uu� N Southeast of 2950 Southland Drive w E Site Plan Amendment s L and BB, LLC 1,000 500 0 1,000 Feet Page Page 384 of 650 City of Waterloo City Council February 15, 2021 2950 Southland Drive iw ' w Property requesting site plan amendment ' CHA .� 4 a ' a ; a � >eP CHA 4701 Twin Pines Drive P �q I i ♦, 1C R . . ... k O�0R�P ppo N Southeast of 2950 Southland Drive w E Site Plan Amendment s Aerial Map • L and BB, LLC Page 385 of 650 City of Waterloo City Council February 15, 2021 t : �o 2950 Southland Driveiw '' Property requesting site plan amendment \ i CHAR o ?oeP CHAP, Q- aN i �. � V 1 Ns' Ilk 10 4701 Twin Pines Drive` P iV. i t, A . . ... S^T0RI N Southeast of 2950 Southland Drive W E Site Plan Amendment s 2011 FEMA FP Map • L and BB, LLC Page 386 of 650 City of Waterloo City Council February 15, 2021 2950 Southland Drive Property requesting site plan amendment so CHAR R r` 0� 5PR a CHARM D ,o 4701 Twin Pines Drive 1 os,�090\0?, �m N Southeast of 2950 Southland Drive W E Site Plan Amendment s FEMA Preliminary FP Map • L and BB, LLC Page 387 of 650 SOUTH LAND PARK N 0 _ DETENTION BASIN DETAILS LOTS C 5 & C 6 _ —$ CONTROLLED RELEASE RATE M/ S M INTAKE DETAIL 6 CHARM D NOT TO SCALE - IMPROVEMENT-S '8,/ NVS DOT SW-512-24"R MVS ED N _ INLET ELEV=871.00 IDOT SW-604 TYPE 4A GRATE 0 TOP BERM=871.50 rn POND SIDE OVERFLOW EL =871.00 / f �_ 41 SLOPE \ / 1 �� 5 L.F.6"0 PVC PIPE 4:1 SLOPE SD / �—L €,4S€ME \ @0%FL=869.78 I �`�Qj�1 n _gEj,sACX Cly lG SI�NIT�AA INSTALL EROSION 24 SEWER SER�T('C�STUB v/1\ �j STONE AROUND PIPE �S�'QOR/� (VERIFY LOC «<\\\\ S\ END TO OUTLET page 8 L.F.2"0 PVC PIPE @ 0%FL=869.00 12"0 HDPE868.90 scale Proposed Duplex \\\\ \�j\ 42"0 PRECAST BASE��T' DSUBBASE rQWno by 875 > FFE=874x2 \ \ \ ✓ JLK WEST DETENTION STORM WATER DESIGN NOTES I n 4 e 60.50FT EXIST NG /. 1. DESIGN PARAMETERS: 1 27 2O 17 SANITARY SEVER A.EXISTING SITE-5 YEAR STORM/EXIS G SANITARY �� B.FULLY IMPROVED SITE-100 YEAR STORM 4MSTUB PLUGGED �Q E ER SERVICE STUB 2. ALLOWABLE SITE RELEASE(5 YEAR STORM)=1.56 CFS N SLOPE h P / 00 (VERIFY LOCA � � � ) IFY LOCATION) VE � 3. MAXIMUM STORAGE VOLUME REQUIRED 100 YR.=14,447 CUBIC FEET 4. DETENTION STORAGE PROVIDED:14,917 CU FT @ DESIGN POOL ELEV.=871.00 INSIDE SLOPE OF POND=4:1 T O T //\ 5 MAXIMUM PONDING DEPTH-2.0 FT a N L `�\\ `J \ 6. INSTALL OUTLET PIPES&STRUCTURES PER PLAN&DETAILS. Si /o/ / // NOTESCONSTRUCTION SHALL BE IN ACCORDANCE WITH THE LATEST REVISION OF -N �/ `� SUDAS AND THE LATEST EDITION OF THE CITY OF WATERLOO'S SUPPLEMENTAL c o ROP SED / Proposed Duplex I\\ \ SPECIFICATIONS. SID ALK � O FFE=874,2 \ / LC a 3 cb^/// �5 6 2. DISTURBED AREA = 2.078 ACRES. V o / 10 PROPOSED 5' \ 3. ALL CONTRACTORS SHALL CONDUCT THEIR OPERATIONS IN A MANNER THAT > ~ EXTENDED CONTROLS POLLUTANTS, MINIMIZES EROSION, AND PREVENTS SEDIMENTS FROM y DRAINAGE \ ENTERING WATERS OF THE STATE AND LEAVING THE PROJECT SITE. 874 $1`L EASEMENT \ LA LL_ eP�; i 4. RESTORE ALL SURFACES DISTURBED BY CONSTRUCTION RELATED ACTIVITIES TO LOT C — 6 / NEW OUTLET CONTROL A CONDITION AT LEAST EQUAL TO THAT IN WHICH THEY WERE FOUND BEFORE / / O/ 4T E 512 W//SW-6014 WORK COMMENCED. USE SUITABLE MATERIALS AND METHODS FOR \ = RESTORATION. IM 873.00 U /10� 6"0 IN=869 5. ALL BUILDING PADS ARE TO BE BROUGHT UP TO AN ELEVATION OF AT LEAST 2"0 2" IN=869.0.0 0 THE 100–YR FLOOD ELEVATION OR HIGHER � 12"0 OUT=868.90 6. ALL TREES IN THE WAY OF RE–GRADING ARE TO BE REMOVED AS �Z ^� \ NECESSARY. 7. EXISTING SCREENING EASEMENT TO BE VACATED. 8. STORM SEWER SHALL BE PROVIDED WITH CLASS F-3 TRENCH BEDDING PER SUDAS SW-103. N 50'DRAINAGE \ \ 6 / I— EASEMENT \\ / 9. ALL WATER SERVICE STUBS ARE PROPOSED AND SHALL COMPLY WITH SUDAS\ I?SECTION 5010. LLJ 0'DRAINAGE 10. PROPOSED CONTOURS REPRESENT TOP OF FINISHED GRADE.\ o EASEMENT W \ / 11. ROUGH FILL ESTIMATE = 7,200C.Y. Y a_ OPOSED 5' Q I N ( / I/ TENDED NORTH DRAINAGE I hereby certify that this engineering document was EASEMENT prepared b me or under m direct personal supervision 11 \ \ \ESS I/p��'o,, and that I am a duly licensed Profesional Engineer under Z °"° 9� %�� the laws of the State of Iowa. NOTES 1. THE LOCATION OF UTILITIES INDICATED ON THE _��o° Licensed J LO Q y J DRAWINGS ARE TAKEN FROM EXISTING PUBLIC IOWA t, =z 22647 _ U J RECORDS. THE EXACT LOCATION AND ONE CALL Daniel M. °�` DANIEL M. ARENDS, P.E. DATE ? N ELEVATION OF ALL PUBLIC UTILITIES SHALL BE �� License number 22647 w DETERMINED BY THE CONTRACTOR. IT SHALL QLL- 800/ 292-8989Arends OO TO TOLL FREE '� °° °° �` M license renewal date is December 31, 2018 J fn�SCERTAIN WHETHERE THE DUTY FANY ADDTHE �1(TONAL CUTLITIES BEFORE-YOU-DIG //////1101W1A\\\\\\\\\O\\ y 0 25 50 100 — Pages or sheets covered by this seal: OTHER THAN THOSE SHOWN ON THE Page 650 DRAWINGS MAY BE PRESENT. 1178063 a $= FEATURE LEGEND M NTAKE CH RM D b • PROPERTY CORNER FOUND PROTECTION tJS NVS ® SECTION CORNER FOUND � �_ q�51 WAL ( �j 100.00 DIMENSION OF SURVEY o g75� / � �� K \ \ (100.00) DIMENSION OF RECORD v2 l / \ -COMM- EXISTING COMMUNICATION L €ME3�� — G — EXISTING GAS SD ONSTRUCTION — ST — EXISTING STORM SEWER �� q �a / f ���111LQ1�IG_SEZBAGIL AXI NGSQNI AAR�RY \ y� '� SEWER SER�TG'C�STUB ^?.\ w� ENTRANCE —SAN— EXISTING SANITARY SEWER (VERIFY LOCATION) s\ NTAKE — T — EXISTING TELEPHONE page ��� \\ PROTECTION = C = EXISTING CABLE sca e //1 /�/ Proposed Duplex \ � E EXISTING ELECTRIC 1:50 875/ �� / / / FFE=8742 \�� — W — EXISTING WATER drawn by AK —OHU— EXISTING OVERHEAD UTIL. JLK NT — FO — EXISTING FIBER OPTIC 60.50FT EXIST�NG / �1 \`\ ROTECT date SANITARY SE ER / \� PP / —�� EXISTING FENCE 11 27 201 STUB PLUGGED ((( / EXIS G SANITARY '9 Al X EXISTING LIGHT POLE 0.4%SLOPEE ER SERVICE STUB (VERIFY LOCA ) qP RIFY LOCATION) EXISTING UTILITY POLE 00 J � j © EXISTING ELECTRICAL BOX LO EXISTING MANHOLE �p LOT J / \ EXISTING FIRE HYDRANT 0 N ) x EXISTING WATER VALVE 3 � jT / N EXISTING GAS VALVE a ECTIO / P TT16yl/j T❑ EXISTING TELEPHONE PED. a M EXISTING TREE •(D M I ROP SED ��G� Proposed Duplex 10TON \ \ —000— EXISTING CONTOURS -2 � PROPOSED CONTOURS SID ALK O -874.2 ER •r" 0 ST /// \\ 00 w t 3 solL T N PROPOSED 5' \ XOOO.00 PROPOSED GRADES 0 STOCKPILE T N AREA �1� ��ffyE EXTENDED \ \ X000.00 EXISTING GRADES DRAINAGE \ PROPOSED SILT FENCE 2 EASEMENT \ O p LOT C >� O O SILFENC 76Ld0 \ NOTES l.T\� \ FN / 1. EROSION AND SEDIMENT CONTROLS SHALL BE INSTALLED, MAINTAINED, AND Z \� 8� p / l REMOVED IN ACCORDANCE WITH SUDAS SECTION 9040 AND THE FOLLOWING FIGURES: Q FILTER BERM AND FILTER SOCK: FIGURE 9040.102 J 50'DRAINAGE \ / (n EASEMENT \ -ROLLED EROSION CONTROL PRODUCTS(RECP): FIGURE 9040.103 AND 9040.104 11-_ \ \ ,�� WATTLE: FIGURE 9040.105 w O i4' SILT FENCE: FIGURE 9040.119 AND IDOT EC-201 M a_ 50'DRAINAGE STABILIZED CONSTRUCTION ENTRANCE: FIGURE 9040.120 W\ Z EASEMENT INTAKE PROTECTION: IDOT STANDARD ROAD PLAN EC-204 p O \ / Y d U &) / � 2. CONTRACTOR SHALL DETERMINE THE LOCATION ON THE PROJECT SITE, INSTALL, AND w M OPOSED 5'� Z ( / gXTENDED UPDATE LOCATION ON SWPPP PLAN THE FOLLOWING: � NORTH I I �/ DRAINAGE STABILIZED CONSTRUCTION ENTRANCE EASEMENT SOIL AND TOPSOIL STOCKPILE AREAp U 0 CONSTRUCTION MATERIALS AND EQUIPMENT STORAGE AREA Z d N \ WASTE DISPOSAL AREA �\ \ 86 PORTABLE TOILET J L y J CONCRETE WASHOUT AREA 2 V Z SPILL KIT ~ O SWPPP MAILBOX 000 N -1 w 0 25 50 100 Page 389 of 650 [178063) m o COQ � D A^ zD m 'S" sgti �° ti 1m O \\ s / , / 0�- oo V S � w O ►► ,� \ oo J ,►�(_- , PO lilt// / \ f ►i i\ \60 0 ► \ O -n (00 \ ` �\ ^' r i� \ • \ \ `\ I O� \ \ \ \ Z 0 CnO OC) 4h. 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O m SDA x0 A� mA xA .Z�ImS D � CAfnAll m Pr- C/)0 ° W pp (n 'mom m NCN Z<D<D0AM DV 0 '000 C7 Z � INr� A0A � AA Z GD ? SCD m .ZIZ ��J E A Rl m r Z r m ITI 0 O I'*1 N m > A C S N ° m < m r D dod m -0 m y ov � zo � pZ Om n � my ox � z vv � � Cp p mGD m zad DG 0 � m D n 0 p M v m o > z O m 00 SOUTHLAND PARK VJ Engineering N CL a N LOTS C-5 & C-6 IMPROVEMENTS 1501 Technology Parkway N = Ln o cr R—P SITE PLAN AMENDMENT Cedar Falls, Iowa — 319-266-5829 0 Cr revisions date;;, Page 390 of 650 North of 4701 Twin Pines Drive — Site Plan Amendment T. ..� _ �. # .. �' � � *` �� — •a'i� 'fes. .EL r ' Looking southwest from the northeast corner of the property along Charm Drive. fi ,I El v:l it.s tir Looking south from Charm Drive at the northeast corner of property. Page 391 of 650 4f .5 5 IL W R _ Looking east from Charm Drive. 4 i Looking east along Charm Drive at recently built homes. Page 392 of 650 - Looking east Charm Drive. I Looking south alongDrivePeaks Page r , bd Looking east from Charm Drive. �Y Looking at the southeast of the project area along the fence line Page 394 of 650 - �' a•�J "1' �may'�'t-.moi � - �� - . '/. Looking • d- the project area or northdo Page 395of 650 4 APPLICATION SITE PLAN AMENDMENT TO A "R-P", "M-P", "C "B-P", GiS_1" OR"C-Z" DISTRICT CITY OF WATERLOO PLANNING, PROGRAMMING, AND ZONING COMMISSION, WATERLOO, IOWA 319.291.4366 New or Overall Amendment Individual Building 0 Minor change J_(check one) (Minor Change must be approved by staff) 1, APPLICATION INFORMATION: a. Applicant's name(please print): L and BB, LLC Address: 1420 W Airline Hwy Phone: 319-232-0677 .Fax: City: Waterloo State: IA Zip: 50703 Email:cbeckman(cDchampionmotorsinc.com b. Status of applicant: (a)Owner(b)Other (SELECT ONE): If other explain: c. Property owner's name if different than above(please print): _ Address: Phone: Fax: City: State: Zip: Email: 2, PROPERTY INFORMATION: a. General location of site plan to be amended: Southland Park 3rd Addition - Charm Drive b. Legal description of property or portion to be amended: Lot C-5 and Lot C-6. Southland Park s Third Addition, Waterloo, Black Hawk County, Iowa c. Dimensions of proposed site plan amendment:229.33' x 410.4' d. Area of proposed site plan amendment: 2.40 Acres e. Current zoning: R-3, R-P f. Reason(s)for site plan amendment and proposed use(s)of property: To divide existing lots into 6 residential lots and place detention basin f g. Conditions(if any) agreed to(does not affect existing conditions unless specified): -propose extending drainage easement additional 5 feet -eliminate existing screening easement 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 i (separate from site plan amendment request). The filing fee of$200(for new or overall amendment),$100(for individual Building),or$0 (for minor change) (payable !' to the City of Waterloo)is required. 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 k 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 will be used by the Waterloo Planning, Programming, and Zoning Commission and the Waterloo City Council in making their decision. The undersigned authorize City Zoning Officials to enter the property in question in regards to the request. ? -W&ature Applicant Date Signa hue wner Date Page 396 of 650 CITY OF WATERLOO Council Communication FY 2021 Sanitary Sewer Gatewell Repairs -Phase I, Contract No. 951. City Council Meeting:2/15/2021 Prepared: 1/28/2021 ATTACHMENTS: Description Type ❑ Bid Tabulation Backup Material ❑ Itemized Bid Backup Material 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. SUBJECT: Resolution confirming approval of plans, specifications, form of contract, etc., and authorizing to proceed. Motion to receive, file and instruct City Clerk to read bids and refer to City Engineer for review. Submitted by: Submitted By:Wayne Castle, PLS, PE,Associate Engineer Expenditure Required: Source of Funds: Page 397 of 650 BID TAB FY2021 SANITARY SEWER GATEWELL REPAIRS PHASE I, CONTRACT NO. 951 Engineer's Estimate: $3,300,000.00 CONTRACTOR BASE BID ALT. 1 ALT. 2 ALT. 3 ALT. 4 BID AMOUNT SECURITY Woodruff Construction 3,207,061.00 112,264.00 111,551.00 99,830.00 56,594.00 5% Waterloo, IA WRH, Inc. 3,835,000.00 140,000.00 140,000.00 115,000.00 15,000.00 5% Amana, IA Page 398 of 650 11-Feb-21 Bid Tab FY 2021 SANITARY SEWER GATEWELL REPAIRS PHASE I,CONTRACT NO.951 CITY OF WATERLOO,IOWA 5%Bid Security 5%Bid Security ENGINEER'S ESTIMATE Woodruff Construction WRH,Inc. Item No. Description Unit Est.Qty. Price Unit Bid Total Bid Price Price Unit Bid Total Bid Price Price Unit Bid Total Bid Price 1 Mobilization and LS 1 $ 300,000 $ 300,000 $ 573,530 $ 573,530 $ 640,000 $ 640,000 General Items 2 Gatewell 3C-1 LS 1 $ 90,000 $ 90,000 $ 108,999 $ 108,999 $ 110,000 $ 110,000 3 lGatewell 3C-3 LS 1 $ 195,000 $ 195,000 $ 150,073 $ 150,073 $ 210,000 $ 210,000 4 Gatewell 3C-4 LS 1 $ 150,000 $ 150,000 $ 112,165 $ 112,165 $ 160,000 $ 160,000 5 Gatewell 3C-5 LS 1 $ 130,000 $ 130,000 $ 103,594 $ 103,594 $ 120,000 $ 120,000 6 Gatewell 5D-2 LS 1 $ 70,000 $ 70,000 $ 125,095 $ 125,095 $ 70,000 $ 70,000 7 Gatewell 5D-3 LS 1 $ 75,000 $ 75,000 $ 79,093 $ 79,093 $ 90,000 $ 90,000 8 Gatewell 5F-1 LS 1 $ 135,000 $ 135,000 $ 102,057 $ 102,057 $ 130,000 $ 130,000 9 Gatewell 5F-2 LS 1 $ 190,000 $ 190,000 $ 162,892 $ 162,892 $ 220,000 $ 220,000 10 Gatewell 5F-3 LS 1 $ 125,000 $ 125,000 $ 92,406 $ 92,406 $ 120,000 $ 120,000 11 Gatewell 5F-4 LS 1 $ 75,000 $ 75,000 $ 78,240 $ 78,240 $ 90,000 $ 90,000 12 Gatewell 5F-5 LS 1 $ 185,000 $ 185,000 $ 149,036 $ 149,036 $ 210,000 $ 210,000 13 Investigating LS 1 $ 5,000 $ 5,000 $ 4,418 $ 4,418 $ 5,000 $ 5,000 Valvewell 5F-6 14 Gatewell 5F-7 LS 1 $ 200,000 $ 200,000 $ 156,815 $ 156,815 $ 240,000 $ 240,000 15 Gatewell 3D-2 LS 1 $ 200,000 $ 200,000 $ 147,106 $ 147,106 $ 230,000 $ 230,000 16 Gatewell 3D-3 LS 1 $ 190,000 $ 190,000 $ 131,179 $ 131,179 $ 210,000 $ 210,000 17 Gatewell 3D-4 LS 1 $ 190,000 $ 190,000 $ 135,924 $ 135,924 $ 210,000 $ 210,000 18 Gatewell 3D-5 LS 1 $ 130,000 $ 130,000 $ 97,193 $ 97,193 $ 140,000 $ 140,000 19 Gatewell 3E-3 LS 1 $ 200,000 $ 200,000 $ 182,717 $ 182,717 $ 230,000 $ 230,000 Investigating 20 Gatewell 1-1(Base LS 1 $ 20,000 $ 20,000 $ 25,771 $ 25,771 $ 20,000 $ 20,000 Bid) 21 Gatewell 1-2 LS 1 $ 120,000 $ 120,000 $ 102,287 $ 102,287 $ 140,000 $ 140,000 22 Investigating LS 1 $ 25,000 $ 25,000 $ 25,771 $ 25,771 $ 20,000 $ 20,000 Gatewell 3A-1 Base 23 Gatewell 3A-2 LS 1 $ 68,000 $ 68,000 $ 102,424 $ 102,424 $ 50,000 $ 50,000 24 Investigating LS 1 $ 25,000 $ 25,000 $ 36,717 $ 36,717 $ 20,000 $ 20,000 Gatewell 5A-1(Base 25 Gatewell 5A-2 LS 1 $ 60,000 $ 60,000 $ 73,793 $ 73,793 $ 40,000 $ 40,000 26 Gatewell 5A-3 LS 1 $ 60,000 $ 60,000 $ 73,571 $ 73,571 $ 40,000 $ 40,000 27 Gatewell 5A-4 LS 1 $ 90,000 $ 90,000 $ 74,195 $ 74,195 $ 70,000 $ 70,000 TOTAL BASE BID $ 3,303,000 $ 3,207,061 $ 3,835,000 BID ALTERNATE 1 28 Gatewell 1-1(Bid LS 1 1 $ 120,000 $ 120,000 $ 112,264 $ 112,264 $ 140,000 $ 140,000 Alternate TOTAL BID ALTERNATE 1 $ 120,000 $ 112,264 $ 140,000 BID ALTERNATE 2 29 Gatewell 3A-1(Bid LS 1 $ 120,000 $ 120,000 $ 111,551 $ 111,551 $ 140,000 $ 140,000 Alternate TOTAL BID ALTERNATE 2 $ 120,000 $ 111,551 1 1$ 140,000 BID ALTERNATE 3 30 Gatewell 5A-1(Bid LS 1 $ 95,000 $ 95,000 $ 99,830 $ 99,830 $ 115,000 $ 115,000 Alternate TOTAL BID ALTERNATE 3 $ 95,000 1 $ 99,830 1 Is 115,000 BID ALTERNATE 4 31 Valve Well 5F-6(Bid LS 1 $ 25,000 $ 25,000 $ 56,594 $ 56,594 $ 15,000 $ 15,000 Alternate) TOTAL BID ALTERNATE 4 $ 25,000 $ 56,594 $ 15,000 Page 399 of 650 CITY OF WATERLOO Council Communication Ten-year agreement for Body/In-Car cameras, Tasers and digital evidence management system with Axon Enterprise, Inc. City Council Meeting:2/15/2021 Prepared: 12/16/2020 ATTACHMENTS: Description Type ❑ Contract Backup Material ❑ Axon Proposal PowerPoint.pdf Backup Material ❑ Copy of Body Camera Matrix(002).pdf Backup Material ❑ Quote—Final VR_01_25_21.pdf Backup Material Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING -No comments on file. Motion to close hearing and file comments. SUBJECT: Resolution approving a ten-year agreement with Axon Enterprise. Inc.. for body/in-Car cameras, Tasers and digital evidence management, in the amount of$4.077,656.96, 12aid over the contract period, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Submitted By: Chief Joel F. Fitzgerald, Sr., Ph.D. • Year 1 $224,271.13 • Year 2 $407,765.70 •Year 3 $430,702.52 •Year 4 $430,702.52 •Year 5 $430,702.52 Expenditure Required: •Year 6 $430,702.52 •Year 7 $430,702.52 •Year 8 $430,702.52 •Year 9 $430,702.52 •Year 10 $430,702.52 Total$4,077,656.96 Page 400 of 650 4kik., A X 0 N Master Services and Purchasing Agreement This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation ("Axon"), and the agency on the Quote ("Agency"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency for the same Axon products and services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties therefore agree as follows: 1 Definitions. "Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. "Axon Device" means all hardware provided by Axon under this Agreement. "Quote"means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 2 Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term"). All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin after shipment of the applicable Axon Device. If Axon ships the Axon Device in the first half of the month, the start date is the 1st of the following month. If Axon ships the Axon Device in the second half of the month,the start date is the 15th of the following month. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years ("Renewal Term"). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then-current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys' fees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5 Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. 6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 1 of 38 Page 401 of 650 4kik., A X 0 N Master Services and Purchasing Agreement 7 Warranty. 7.1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency's receipt, except Signal Sidearm, which Axon warrants for 30 months from the date of Agency's receipt. Axon warrants its Axon-manufactured accessories for 90-days from the date of Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1-year hardware warranty through the extended warranty term. Non- Axon manufactured Devices are not covered by Axon's warranty. Agency should contact the manufacturer for support of non-Axon manufactured Devices. 7.2 Claims. If Axon receives a valid warranty claim for an Axon manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Device with the same or like Device, at Axon's option.A replacement Axon Device will be new or like new.Axon will warrant the replacement Axon Device for the longer of(a) the remaining warranty of the original Axon Device or(b) 90-days from the date of repair or replacement. If Agency exchanges a device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon's property. Before delivering a Axon Device for service,Agency must upload Axon Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon Device sent to Axon for service. 7.3 Spare Axon Devices. For qualified purchases,Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Agency submits the broken on non- functioning units , through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose. . 7.4 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number. 7.4.1 To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions,whether oral,written, statutory,or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 7.4.2 Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 8 Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW"). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 9 Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 2 of 38 Page 402 of 650 4kik., A X 0 N Master Services and Purchasing Agreement 10 Design Changes.Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. 11 Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle. 12 Insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 13 Indemnification.Axon will indemnify Agency's officers,directors,and employees("Agency Indemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except to the extent of Agency's negligence or willful misconduct, or claims under workers compensation. 14 IP Rights.Axon owns and reserves all right,title,and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 15 IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon Devices or Services infringes or misappropriates the third-party's intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or(d) use of Axon software that is not the most current release provided by Axon. 16 Agency Responsibilities. Agency is responsible for(a)Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third-party over Agency's use of Axon Devices. 17 Termination. 17.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 17.2 By Agency. If sufficient funds are not appropriated annually or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable. Notwithstanding anything to the contrary in this Agreement,Appendices, or Quote,the Agency may,without cause,terminate this Agreement after 60 months. Notice of termination shall be given at least 60 days before the expiration of 60 months from the Effective Date. If notice of termination is not delivered, the Subscription Term shall continue and/or renew pursuant to paragraph 2 above. 17.3 Effect of Termination. Upon termination of this Agreement for any reason, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer's suggested retail price("MSRP")and this Agreement terminates before the end of the Term,Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 3 of 38 Page 403 of 650 4kik., A X 0 N Master Services and Purchasing Agreement 18 Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure,dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for 5-years thereafter. Axon pricing is Confidential Information and competition sensitive. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. 19 General. 19.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 19.2 Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise,joint venture, agency, fiduciary, or employment relationship between the Parties. 19.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 19.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 19.5 Export Compliance. Each Party will comply with all import and export control laws and regulations. 19.6 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary;or(b)for purposes of financing, merger,acquisition,corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 19.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 19.8 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 19.9 Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 19.10 Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 19.11 Notices. All notices must be in English. Notices posted on Agency's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices: Axon: Axon Enterprise, Inc. Agency: Attn: Legal Attn: 17800 N. 85th Street Street Address Scottsdale, Arizona 85255 City, State, Zip legal@axon.com Email Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 4 of 38 Page 404 of 650 19.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature. Axon Enterprise, Inc. City of Waterloo, IA Signature: Signature: Name: Name: Title: Title: Date: Date: Page 405 of 650 AXON� Master Services and Purchasing Agreement Axon Cloud Services Terms of Use Appendix 1 Definitions. "Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non-Content Data. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. "Non-Content Data" is data, configuration, and usage information about Agency's Axon Cloud Services tenant,Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Agency Content. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name,an identification number, location data,an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 2 Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content.Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Agency may not upload non- TASER Data to Axon Evidence Lite. 3 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content are not business records of Axon. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will have limited access to Agency Content solely for providing and supporting Axon Cloud Services to Agency and Agency end users. 4 Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 5 Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user's access to Axon Cloud Services. Agency will also maintain the security of end user names and passwords and security and access by end users to Agency Content.Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person.Agency shall contact Axon immediately if an unauthorized party may be using Agency's account or Agency Content, or if account information is lost or stolen. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 6 of 38 Page 406 of 650 AXON� Master Services and Purchasing Agreement To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms. 6 Privacy. Axon will not disclose Agency Content or information about Agency except as compelled by a court or administrative body or required by law or regulation. If Axon receives a disclosure request for Agency Content, Axon will give Agency notice, unless legally prohibited from doing so, to allow Agency to file an objection with the court or administrative body. Agency agrees to allow Axon access to certain information from Agency to (a) perform troubleshooting services upon request or as part of regular diagnostic screening; (b)enforce this Agreement or policies governing the use of Axon Evidence; or(c) perform analytic and diagnostic evaluations of the systems. 7 Axon Body 3 Wi-Fi Positioning. Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency's Axon Cloud Services tenant.Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency's Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non-Content and Personal Data will be sent to Skyhook Holdings, Inc. ("Skyhook") to facilitate the Wi-Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy. 8 Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts.Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access. 9 Location of Storage.Axon may transfer Agency Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency. 10 Suspension. Axon may temporarily suspend Agency's or any end user's right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user's use of or registration for Axon Cloud Services may(a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third-party to liability; or(d) be fraudulent. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 11 Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services. 12 Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency's Axon Records Subscription Term, Agency will be entitled to receive Axon's Update and Upgrade releases on an if-and-when available basis. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 7 of 38 Page 407 of 650 AXON� Master Services and Purchasing Agreement functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or(2)date Axon provisions Axon Records to Agency. 13 Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 13.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 13.2 reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services,or allow others to do the same; 13.3 access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 13.4 use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 13.5 access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 13.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or 13.7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code. 14 After Termination. Axon will not delete Agency Content for 90-days following termination. There will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90-days and will thereafter, unless legally prohibited,delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services. 15 Post-Termination Assistance. Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon's data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 16 U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data",as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. 17 Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 8 of 38 Page 408 of 650 AXON� Master Services and Purchasing Agreement Professional Services Appendix 1 Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date. 2 Body-Worn Camera Full Service (BWC Full Service). BWC Full Service includes advance remote project planning and configuration support and up to 4 consecutive days of on-site service and a professional services manager to work with Agency to assess Agency's deployment and determine which on-site services are appropriate. If Agency requires more than 4 consecutive on- site days, Agency must purchase additional days. BWC Full Service options include: System set up and configuration • Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories and custom roles based on Agency need • Register cameras to Agency domain • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access • One on-site session included Dock configuration • Work with Agency to decide the ideal location of Docks and set configurations on Dock • Authenticate Dock with Axon Evidence using admin credentials from Agency • On-site assistance, not to include physical mounting of docks Best practice implementation planning session • Provide considerations for the establishment of video policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata in the field for organization purposes and other best practice for digital data management • Provide referrals of other agencies using the Axon camera devices and Axon Evidence • Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions Step-by-step explanation and assistance for Agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer) Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies End user go-live training and support sessions • Assistance with device set up and configuration • Training on device use, Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide Postgo-live review 3 Body-Worn Camera Starter Service (BWC Starter). BWC Starter includes advance remote project planning and configuration support and one day of on-site Services and a professional services manager to work closely with Agency to assess Agency's deployment and determine which Services are appropriate. If Agency requires more than 1 day of on-site Services, Agency must purchase additional on-site Services. The BWC Starter options include: Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 9 of 38 Page 409 of 650 AXONMaster Services and Purchasing Agreement reement System set up and configuration (Remote Support) • Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories & custom roles based on Agency need • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access Dock configuration • Work with Agency to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency • Does not include physical mounting of docks Axon instructor training (Train the Trainer) Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training needs after Axon's has fulfilled its contracted on-site obligations End user go-live training and support sessions • Assistance with device set up and configuration • Training on device use, Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide 4 Body-Worn Camera Virtual 1-Day Service (BWC Virtual). BWC Virtual includes all items in the BWC Starter Service Package, except one day of on-site services. 5 CEW Services Packages. CEW Services Packages are detailed below: System set up and configuration • Configure Axon Evidence categories & custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence. • Register users and assign roles in Axon Evidence. • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included Dedicated Project Manager Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Agency 4-6 weeks before rollout Best practice implementation planning session to include: • Provide considerations for the establishment of CEW policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions On-site sessions providing a step-by-step explanation and assistance for Agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training • Provide training on the Axon Evidence to educate instructors who can support Agency's subsequent Axon Evidence training needs. • For the CEW Full Service Package: Training for up to 3 individuals at Agency • For the CEW Starter Package: Training for up to 1 individual at Agency Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 10 of 38 Page 410 of 650 AXONMaster Services and Purchasing Agreement reement TASER CEW inspection and device assignment Axon's on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence. Post go-live review For the CEW Full Service Package: On-site assistance included. For the CEW Starter Package: Virtual assistance included. 6 Smart Weapon Transition Service. The Smart Weapon Transition Service includes: Archival of CEW Firing Logs Axon's on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Agency is replacing with newer Smart Weapon models. Return of Old Weapons Axon's on-site professional service team will ship all old weapons back to Axon's headquarters. Axon will provide Agency with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1- Day Device Specific Instructor Course. 7 Signal Sidearm Installation Service. If Agency purchases Signal Sidearm Installation Service, Axon will provide one day of on-site Services and one professional services manager and will cover the installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible for providing an appropriate work area and ensuring all holsters that will have Signal Sidearm installed onto them are available on the agreed-upon installation date(s). Installation includes: Removal of existing connection screws that affix a holster to a holster mount Proper placement of the Signal Sidearm Mounting Plate between the holster and the mount Reattachment of the holster to the mount using appropriate screws Functional testing of Signal Sidearm device 8 Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 9 Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours. 10 Access Computer Systems to Perform Services. Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. 11 Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional Services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation. Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it. If Axon Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 11 of 38 Page 411 of 650 AXON� Master Services and Purchasing Agreement modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it 12 Acceptance. When Axon completes professional Services, Axon will present an acceptance form ("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within 7 calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional Services. 13 Agency Network. For work performed by Axon transiting or making use of Agency's network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency's network from any cause. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 12 of 38 Page 412 of 650 AXON� Master Services and Purchasing Agreement Technology Assurance Plan Appendix If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies. 1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year Hardware Limited Warranty. 2 Officer Safety Plan. If Agency purchases an Officer Safety Plan ("OSP"), Agency will receive the deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon. 3 OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. If Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. If Axon ships in the second half of the month, OSP 7 starts the 15th of the following month ("OSP 7 Term"). 4 TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP,Axon will provide Agency a new Axon body-worn camera ("BWC Upgrade") as scheduled in the Quote. If Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon's option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock. 5 TAP Dock Upgrade. If Agency has no outstanding payment obligations and purchased TAP,Axon will provide Agency a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Agency originally purchased a single-bay Axon Dock, the Dock Upgrade will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon's option. If Agency originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon's option. 6 Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before the end of the Subscription Term without prior confirmation from Agency. 7 Upgrade Change. If Agency wants to change Axon Device models for the offered BWC or Dock Upgrade, Agency must pay the price difference between the MSRP for the offered BWC or Dock Upgrade and the MSRP for the model desired. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. 8 Return of Original Axon Device. Within 30 days of receiving a BWC or Dock Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency. 9 Termination. If Agency's payment for TAP, OSP,or Axon Evidence is more than 30 days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason: 9.1 TAP and OSP coverage terminate as of the date of termination and no refunds will be given. 9.2 Axon will not and has no obligation to provide the Upgrade Models. 9.3 Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 13 of 38 Page 413 of 650 AXON� Master Services and Purchasing Agreement TASER 7 Appendix This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon. 1 Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty. 2 Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency's responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, "Training Content"), Agency may access Training Content. Axon will deliver all Training Content electronically. 3 Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5-year term,which includes the hardware manufacturer's warranty plus the 4-year extended term. 4 Trade-in. If the Quote contains a discount on CEW-related line items, including items related to OSP, then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount ("Trade-In Units") to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Agency the value of the trade- in credit. Agency may not destroy Trade-In Units and receive a trade-in credit. Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 days 100 to 499 officers 90 days 500+ officers 180 days 5 TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date. 6 Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription,Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term. Agency may not upload any non-TASER 7 data or any other files to Axon Evidence. Agency may not exceed the number of end users than the Quote specifies. 7 Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body. Agency acknowledges and agrees that Axon may access Agency Content to: (a) perform troubleshooting services upon request or as part of Axon's maintenance or diagnostic screenings; (b) enforce this Agreement or policies governing use of Axon Evidence; (c)generate aggregated data, excluding information that can be used to distinguish Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 14 of 38 Page 414 of 650 AXON� Master Services and Purchasing Agreement or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual (collectively, "Pill"), to improve, analyze, support, and operate Axon's current and future devices and services. 8 Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency's TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date of termination: 8.1 TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given. 8.2 Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non-appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination. 8.3 Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 15 of 38 Page 415 of 650 AXON� Master Services and Purchasing Agreement Axon Auto-Tagging Appendix 1 Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Agency's Computer-Aided Dispatch("CAD")or Records Management Systems("RMS"). This allows end users to auto-populate Axon video meta-data with a case ID, category, and location- based on data maintained in Agency's CAD or RMS. 2 Support. For thirty days after completing Auto-Tagging Services, Axon will provide up to 5 hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Agency changes its CAD or RMS. 3 Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. 4 Agency Responsibilities. Axon's performance of Auto-Tagging Services requires Agency to: 4.1 Make available relevant systems, including Agency's current CAD or RMS,for assessment by Axon (including remote access if possible); 4.2 Make required modifications, upgrades or alterations to Agency's hardware, facilities, systems and networks related to Axon's performance of Auto-Tagging Services; 4.3 Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Agency safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services; 4.4 Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services; 4.5 Promptly install and implement any software updates provided by Axon; 4.6 Ensure that all appropriate data backups are performed; 4.7 Provide assistance, participation, and approvals in testing Auto-Tagging Services; 4.8 Provide Axon with remote access to Agency's Axon Evidence account when required; 4.9 Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and 4.10 Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon. 5 Access to Systems. Agency authorizes Axon to access Agency's relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial list to Agency.Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 16 of 38 Page 416 of 650 AXON� Master Services and Purchasing Agreement Axon Fleet Appendix 1 Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, "Axon Fleet") as established by Axon during the qualifier call and on-site assessment at Agency and in any technical qualifying questions. If Agency's representations are inaccurate, the Quote is subject to change. 2 Cradlepoint. If Agency purchases Cradlepoint Enterprise Cloud Manager,Agency will comply with Cradlepoint's end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Agency requires Cradlepoint support, Agency will contact Cradlepoint directly. 3 Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon. 4 Wireless Offload Server. 4.1 License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription. 4.2 Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c)access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices)of Axon or Axon's licensors on or within WOS. 4.3 Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term. 4.4 WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency's store and forward servers solely for troubleshooting and maintenance. 5 Axon Vehicle Software. 5.1 License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription. 5.2 Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove,alter or obscure any confidentiality or proprietary rights notices(including copyright and trademark notices)of Axon or Axon's licensors on or within Axon Vehicle Software. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 17 of 38 Page 417 of 650 AXON� Master Services and Purchasing Agreement 6 Axon Fleet Upgrade. If Agency has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Agency with the same or like model of Fleet hardware ("Fleet Upgrade")as schedule on the Quote. If Agency would like to change models for the Axon Fleet Upgrade,Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade. Within 30 days of receiving the Axon Fleet Upgrade,Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Agency does not destroy or return the Axon Devices to Axon,Axon will deactivate the serial numbers for the Axon Devices received by Agency. 7 Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body. Agency acknowledges and agrees that Axon may access Agency Content to: (a) perform troubleshooting services upon request or as part of Axon's maintenance or diagnostic screenings; (b) enforce this Agreement or policies governing use of Axon Evidence; (c)generate aggregated data, excluding information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual (collectively, "PII"), to improve, analyze, support, and operate Axon's current and future devices and services. 8 Axon Fleet Termination.Axon may terminate Agency's Fleet subscription for non-payment. Upon any termination: 8.1 Axon Fleet subscription coverage terminates, and no refunds will be given. 8.2 Axon will not and has no obligation to provide the Axon Fleet Upgrade. 8.3 Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Fleet TAP. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 18 of 38 Page 418 of 650 AXON� Master Services and Purchasing Agreement Axon Respond Appendix This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus. 1 Axon Respond Subscription Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or(2) date Axon provisions Axon Respond to Agency. If Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the(1)date Axon provisions Axon Respond to Agency,or(2)first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond. 2 Scope of Axon Respond. The scope of Axon Respond is to assist Agency with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon Respond outside this scope, Axon may initiate good- faith discussions with Agency on upgrading Agency's Axon Respond to better meet Agency's needs. 3 Axon Body 3 LTE Requirements. Axon Respond is only available and usable with an LTE enabled body-worn camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon's choice to provide LTE service. Axon may change LTE carriers during the Term without Agency's consent. 4 Axon Fleet 3 LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Agency is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Agency's LTE carrier. 5 Axon Respond Service Limitations. Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a)facilities limitations; (b) transmission limitations caused by atmospheric, terrain,other natural or artificial conditions adversely affecting transmission,weak batteries,system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. With regard to Axon Body 3, Partner networks are made available as-is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third-party beneficiary of any agreement between Axon and the underlying carrier. 6 Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Aware services, including any Axon-provided LTE service. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 19 of 38 Page 419 of 650 AXON� Master Services and Purchasing Agreement Add-on Services Appendix This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon Performance. 1 Subscription Term. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as part of OSP 7, the subscription begins oan the later of the (1) start date of the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add-on. 2 Axon Citizen Storage. For Axon Citizen,Agency may store an unlimited amount of data submitted through the public portal ("Portal Content"), within Agency's Axon Evidence instance. The post- termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content. 3 Performance Auto-Taqqing Data. In order to provide some features of Axon Performance to Agency, Axon will need to store call for service data from Agency's CAD or RMS. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 20 of 38 Page 420 of 650 AXON� Master Services and Purchasing Agreement Axon Auto-Transcribe Appendix This Appendix applies to Axon Auto-Transcribe. 1) Subscription Term. If Agency purchases Axon Auto-Transcribe as part of a bundle or Axon Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle or Axon Cloud Services license term, or(2)date Axon provisions Axon Auto-Transcribe to Agency. If Agency purchases Axon Auto-Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto-Transcribe to Agency. Axon Auto-Transcribe minutes expire one year after being provisioned to Agency by Axon. If Agency cancels Auto-Transcribe services, any amounts owed by the Parties will be based on the amount of time passed under the annual subscription, rather than on the number of minutes used, regardless of usage. 2) Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Agency a set number of minutes, Agency may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote. Agency will not have the ability to roll over unused minutes to future Auto-Transcribe terms. Axon may charge Agency additional fees for exceeding the number of purchased minutes. 3) Axon Auto-Transcribe On-Demand. Upon Axon granting Agency an On-Demand subscription to Axon Auto-Transcribe, Agency may utilize Axon Auto-Transcribe with no limit on the number of minutes. The scope of Axon Auto-Transcribe On-Demand is to assist Agency with reviewing and transcribing individual evidence items. In the event Agency uses Axon Auto-Transcribe On- Demand outside this scope, Axon may initiate good-faith discussions with Agency on upgrading Agency's Axon Auto-Transcribe On-Demand to better meet Agency's needs. 4) Warranty. Axon does not warrant the accuracy of Axon Auto-Transcribe. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 21 of 38 Page 421 of 650 AXON� Master Services and Purchasing Agreement Axon Virtual Reality Content Terms of Use Appendix 1 Term. The Quote will detail the duration of the Virtual Reality Content license. 2 Headsets.Agency may purchase additional virtual reality headsets from Axon. In the event Agency decides to purchase additional virtual reality headsets for use with Axon's Virtual Reality Content, Agency must purchase those headsets from Axon. 3 License Restrictions. All licenses will immediately terminate if Agency does not comply with any term of this Agreement. If Agency utilizes more users than stated in this Agreement, Agency must purchase additional Virtual Reality Content licenses from Axon.Agency may not use Virtual Reality Content for any purpose other than as expressly permitted by this Agreement. Agency may not: 3.1 modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Content; 3.2 reverse engineer, disassemble, or decompile Virtual Reality Content or apply any process to derive the source code of Virtual Reality Content, or allow others to do the same; 3.3 copy Virtual Reality Content in whole or part, except as expressly permitted in this Agreement; 3.4 use trade secret information contained in Virtual Reality Content; 3.5 resell, rent, loan or sublicense Virtual Reality Content; 3.6 access Virtual Reality Content to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Content; or 3.7 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Virtual Reality Content or any copies of Virtual Reality Content. 4 Termination.Axon may terminate Agency's license immediately for Agency's failure to comply with any of the terms in this Agreement. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 22 of 38 Page 422 of 650 AXON� Master Services and Purchasing Agreement Flock Software Terms of Use Appendix 1 Definitions. "Aggregated Data"means information that relates to a group or category of customers,from which individual customer identities have been removed, that is not linked or reasonably linkable to any customer, including via a device. "Authorized End User" shall mean any individual employees, agents, or contractors of Customer accessing or using the Flock Services through the Web Interface, under the rights granted to Customer pursuant to this Agreement. "Customer"will mean the Customer. "Customer Data"will mean the data, media and content provided by Customer through the Flock Services. For the avoidance of doubt, the Customer Data will include the Footage and geolocation information and environmental data collected by sensors built into the Units. "Documentation" will mean text and/or graphical documentation, whether in electronic or printed format,that describe the features,functions and operation of the Flock Services which are provided by Flock to Customer in accordance with the terms of this Agreement. "Embedded Software" will mean the software and/or firmware embedded or preinstalled on the Flock Hardware. "Flock IP" will mean the Flock Services, the Documentation, the Flock Hardware, the Embedded Software, the Installation Services, and any and all intellectual property therein or otherwise provided to Customer and/or its Authorized End Users in connection with the foregoing. "Flock Hardware" shall mean the Flock Gate Cameras and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Flock Services. The term "Flock Hardware" excludes the Embedded Software. "Flock Services" means the provision, via the Web Interface, of Flock's software application for automatic license plate detection, searching image records, and sharing Footage. "Flock System"means collectively,the Flock Hardware, Embedded Software, and Flock Services. "Footage" means still images and/or video captured by the Flock Hardware in the course of and provided via the Flock Services. "Non-Customer End User" means a Flock customer that has elected to give Customer access to its data in the Flock System. "Non-Customer End User Data"means the Footage,geolocation data, environmental data and/or notifications of a Non-Customer End User. "Unit(s)" shall mean the Flock Hardware together with the Embedded Software. "Web Interface"means the website(s)or application(s)through which Customer and its Authorized End Users can access the Flock Services in accordance with the terms of this Agreement. 2 Flock Services. 2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 23 of 38 Page 423 of 650 AXON� Master Services and Purchasing Agreement the Flock Services via the Web Interface during the term of Customer's agreement, solely for the Authorized End Users.The Footage will be available for Customer to access via the Web Interface for 30 days.Authorized End Users will be required to sign up for an account, and select a password and username ("User ID"). Flock will also provide Customer the Documentation to be used in accessing and using the Flock Services. Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Customer, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User's use of the Flock Services and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, including without limitation using a third party to host the Web Interface which make the Flock Services available to Customer and Authorized End Users. Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time. 2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on the Flock Hardware by Flock; in each case, solely as necessary for Customer to use the Flock Services. 2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Customer a non-exclusive, non-transferable right and license to use the Documentation during the Service Term for Customer's internal purposes in connection with its use of the Flock Services as contemplated herein. 2.4 Usage Restrictions. Customer will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP, or attempt to do any of the foregoing, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Flock IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Flock; (vi) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Application IP; (vii) use the Flock Services for timesharing or service bureau purposes or otherwise for the benefit of a third party or any purpose other than the Purpose; or(viii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer's rights under Sections 2.1, 2.2, or 2.3. 2.5 Retained Rights; Ownership.As between the Parties, subject to the rights granted in this Agreement, Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock's sole discretion. There are no implied rights. 2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Customer's and any Authorized End User's access to any portion or all of the Flock IP if(i) Flock reasonably determines that (a) there is a threat or attack on Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 24 of 38 Page 424 of 650 AXON� Master Services and Purchasing Agreement any of the Flock IP; (b) Customer's or any Authorized End User's use of the Flock Service disrupts or poses a security risk to the Flock Service or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock's provision of the Flock Services to Customer or any Authorized End User is prohibited by applicable law; or (e) any vendor of Flock has suspended or terminated Flock's access to or use of any third party services or products required to enable Customer to access the Flock (each such suspension, in accordance with this Section 2.6, a "Service Suspension"). Flock will make commercially reasonable efforts, circumstances permitting,to provide written notice of any Service Suspension to Customer (including notices sent to Flock's registered email address) and to provide updates regarding resumption of access to the Flock IP following any Service Suspension. Flock will use commercially reasonable efforts to resume providing access to the Application Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Flock will extend the Customer's term by the duration of any suspension (for any continuous suspension lasting at least one full day)where the service suspension is not caused by the direct Customer's actions or by the actions of parties associated with the Customer. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer or any Authorized End User may incur as a result of a Service Suspension. 3 Installation Services. 3.1 Designated Locations. Prior to performing the physical installation of the Units, Flock shall advise Customer on the location and positioning of the Units for optimal license plate image capture, as conditions and location allow. While Flock will provide advice regarding the location of positioning of such Units, Customer will have the ultimate decision regarding the location, position, and angle of the Units (each Unit location so designated by Customer, a "Designated Location"). Due to the fact that Customer selects the Designated Location, Flock shall have no liability to Customer resulting from any poor performance,functionality or Footage resulting from or otherwise relating to the Designated Locations, or delay in installation due to Customer's delay in identifying the choices for the Designated Locations, in ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled and permits ready. Designated Locations that are suggested by Flock and accepted by Customer without alteration will be known as Flock Designated Locations. After a deployment plan with Designated Locations and equipment has been agreed upon by both Flock and the Customer, any subsequent changes to the deployment plan ("Reinstalls") driven by Customer's request will incur a charge for Flock's then-current list price for Reinstalls, as listed in the then-current Reinstall Policy(available at https://www.flocksafety.com/reinstall-fee-schedule)and any equipment charges. These changes include but are not limited to camera re-positioning, adjusting of camera mounting, re-angling, removing foliage, camera replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism,weather,theft, lack of criminal activity in view, and the like 3.2 Customer's Installation Obligations. Customer agrees to allow Flock and its agents reasonable access to the designated installation locations at all reasonable times upon reasonable notice for the purpose of performing the installation work. The "Customer Installation Obligations"include, to the extent required by the Deployment Plan, but are not limited to electrical work to provide a reliable source of 120V AC power that follow Flock guidelines and comply with local regulations if adequate solar exposure is not available. Customer is solely responsible for (i) any permits or associated costs, and managing the permitting process; (ii) any permits or associated costs, any federal, state or local taxes including property, license, privilege, sales, use, excise, gross receipts or other similar taxes which may now or hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Flock Hardware, its use, or any other services performed in connection therewith and that Customer shall be solely responsible for the Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 25 of 38 Page 425 of 650 AXON� Master Services and Purchasing Agreement foregoing. Customer represents and warrants that it has all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such installation. 3.3 Flock's Installation Obligations. The Flock Hardware shall be installed in a workmanlike manner in accordance with Flock's standard installation procedures, and the installation will be completed within a reasonable time from the time the Designated Locations are selected by Customer. Following the initial installation of the Flock Hardware, Flock's obligation to perform installation work shall cease; however, Flock will continue to monitor the performance of the Units, and receive access to the Footage for a period of 3 business days for maintenance purposes. Customer can opt out of Flock's access in the preceding sentence, which would waive Flock's responsibility to ensure such action was successful. Customer understands and agrees that the Flock Services will not function without the Flock Hardware. 3.4 Theft and Damage. Flock agrees to replace the Flock Hardware up to 1 time during the Term, at no cost to Customer, in the event of theft or damage. Subsequent replacement due to damage or theft will be at Customer's own expense, at a replacement cost of$300 per camera. Customer shall not be required to replace subsequently damaged or stolen units; however, Customer understands and agrees that functionality, including Footage, will be materially affected due to such subsequently damaged or stolen units and that Flock will have no liability to Customer regarding such affected functionality nor shall the Fees owed be impacted. 3.5 Security Interest.The Flock Hardware shall remain the personal property of Flock and will be removed upon the termination or expiration of Customer's Agreement.Customer agrees to perform all acts which may be necessary to assure the retention of title of the Flock Hardware by Flock. Should Customer default in any payment for the Flock Services or any part thereof or offer to sell or auction the Flock Hardware, then Customer authorizes and empowers Flock to remove the Flock Hardware or any part thereof. Such removal, if made by Flock, shall not be deemed a waiver of Flock's rights to any damages Flock may sustain as a result of Customer's default and Flock shall have the right to enforce any other legal remedy or right. 3.6 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock's price for its services under this Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including, without limit, asbestos. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless. Any additional expenses incurred by Flock as a result of the discovery or presence of hazardous material or hazardous conditions shall be the responsibility of Customer and shall be paid promptly upon billing. 4 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer will use the Flock Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of video, photo, or audio content and retention thereof. Customer hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, settlements and expenses, including without limitation costs and attorneys' fees, in connection with any claim or action that arises from an alleged violation of the foregoing, Customer's Installation Obligations, or otherwise from Customer's use of the Services, Hardware and any Software, including any claim that such actions violate any applicable law or third party right. Although Flock has no obligation to monitor Customer's use of the Services, Flock may do so and may prohibit any use of the Services it Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 26 of 38 Page 426 of 650 AXON� Master Services and Purchasing Agreement believes may be (or alleged to be) in violation of the foregoing 5 Data, Feedback; Aggregated Statistics. 5.1 Customer and Non-Customer End User Data.As between Flock and Customer, all right, title and interest in the Customer Data and Non-Customer End User Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data and Non-Customer End User Data and perform all acts with respect to the Customer Data and Non-Customer End User Data as may be necessary for Flock to provide the Flock Services to Customer, and a non- exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify and distribute the Customer Data and Non-Customer End User Data as a part of the Aggregated Data (as defined in Section 5.3 below). This Agreement does not by itself make any Non-Customer End User Data the sole property or the Proprietary Information of Customer. Flock will automatically delete Footage older than 30 days. Customer has a 30-day window to view, save and/or transmit Footage to the relevant government agency prior to its deletion. 5.2 Feedback. If Customer provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Customer hereby assigns(and will cause its agents and representatives to assign)to Flock all right, title and interest (including intellectual property rights)with respect to or resulting from any of the foregoing. 5.3 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall have the right to collect and analyze data that does not refer to or identify Customer or any individuals or de-identifies such data and other information relating to the provision, use and performance of various aspects of the Flock Services and related systems and technologies(including,without limitation, information concerning Customer Data and data derived therefrom). Customer acknowledges that Flock will be compiling Aggregated Data based on Customer Data and Non-Customer End User Data input into the Flock Services. Customer hereby grants Flock a non-exclusive,worldwide, perpetual, royalty-free right and license (during and after the Service Term hereof) to use and distribute such Aggregated Data to improve and enhance the Services and for other marketing, development, diagnostic and corrective purposes in connection with the Flock Services and other Flock offerings. No rights or licenses are granted except as expressly set forth herein. 6 Fees and Term. The initial term of the Flock Services shall be for the time period set forth on the Quote ("Initial Flock Term"). Following the Initial Flock Term, this Agreement will automatically renew for successive renewal terms of the length set forth on the Quote (each, a "Flock Renewal Term", and together with the Initial Flock Term, the "Service Term") unless either Party gives the other Party notice of non-renewal at least 30 days prior to the end of the then-current Service Term. The Service Term begins when all Flock Hardware is installed and has been validated as operational by Flock. 7 Remedy; Warranty; and Disclaimer. 7.1 Remedy. Upon a malfunction or failure of Flock Hardware or Embedded Software (a "Defect"), Customer must first make commercially reasonable efforts to address the problem by contacting Flock's technical support. If such efforts do not correct the Defect, Flock shall, or shall instruct one of its contractors to, in its sole discretion, repair or replace the Flock Hardware or Embedded Software suffering from the Defect. Flock reserves the right to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Unit; provided that such inspection and test shall occur within 72 hours after Customer notifies the Flock of defect. Except for cameras owned by Customer, Flock agrees to replace cameras at a fee according to the then-current Reinstall Policy(https://www.flocksafety.com/reinstall-fee-schedule).Customer shall not be required Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 27 of 38 Page 427 of 650 AXON� Master Services and Purchasing Agreement to replace subsequently damaged or stolen units; however, Customer understands and agrees that functionality, including Footage, will be materially affected due to such subsequently damaged or stolen units and that Flock will have no liability to Customer regarding such affected functionality nor shall the Fees owed be impacted. 7.2 Exclusions. Flock will not provide the remedy described in Section 6.1 above if any of the following exclusions apply: (a)misuse of the Flock Hardware or Embedded Software in any manner, including operation of the Flock Hardware or Embedded Software in any way that does not strictly comply with any applicable specifications, documentation, or other restrictions on use provided by Flock; (b) damage, alteration, or modification of the Flock Hardware or Embedded Software in any way; or(c)combination of the Flock Hardware or Embedded Software with software, hardware or other technology that was not expressly authorized by Flock. 7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Flock Services. Flock Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 6.1 ABOVE IS CUSTOMER'S SOLE REMEDY, AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE FLOCK HARDWARE AND/OR EMBEDDED SOFTWARE. THE FLOCK DOES NOT WARRANT THAT THE FLOCK SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE FLOCK SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE FLOCK SERVICES AND INSTALLATION SERVICES ARE PROVIDED "AS IS" AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. 7.5 Insurance. Flock and Customer will each maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of their business risk. Certificates of Insurance will be provided upon request. 8 Limitation of Liability and Indemnity. 8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL FLOCK HARDWARE AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 28 of 38 Page 428 of 650 AXON� Master Services and Purchasing Agreement CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE FLOCK SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY, CUSTOMER SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE FLOCK SERVICES. 8.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees,deputies,officers,or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable(if at all)only for the torts of its own officers,agents,or employees that occur within the scope of their official duties. Customer will not pursue any claims or actions against Flock's suppliers. 8.3 Indemnity. Customer hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of Section 3, a breach of this Agreement, Customer's sharing of any data in connection with the Flock system, Flock employees or agent or Non-Customer End Users, or otherwise from Customer's use of the Flock Services, Flock Hardware and any Software, including any claim that such actions violate any applicable law or third party right. Although Flock has no obligation to monitor Customer's use of the Flock Services, Flock may do so and may prohibit any use of the Flock Services it believes may be (or alleged to be) in violation of the Section 3 or this Agreement. 9 Data Preservation. The Customer agrees to store Customer Data and Non-Customer End User Data in compliance with all applicable local, state, and federal laws, regulations, policies and ordinances and their associated record retention schedules. As part of Customer's consideration for paid access and no-fee access to the Flock System,to the extent that Flock is required by local, state or federal law to store the Customer Data or the Non-Customer End User Data, Customer agrees to preserve and securely store this data on Flock's behalf so that Flock can delete the data from its servers and, should Flock be legally compelled by judicial or government order, Flock may retrieve the data from Customer upon demand. 10 Publicity. Flock has the right to reference and use Customer's name and trademarks and disclose the nature of the Flock Services provided hereunder in each case in business and development and marketing efforts, including without limitation on Flock's website. 11 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in FAR section 2.101, the Flock Services, the Flock Hardware, the Embedded Software and Documentation are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation."Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 29 of 38 Page 429 of 650 AXON� Master Services and Purchasing Agreement Axon Commander TM Software Appendix 5 License. Axon owns all executable instructions, images, icons, sound, and text in Commander. All rights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license to use Commander. "Use" means storing, loading, installing, or executing Commander exclusively for data communication with an Axon Device. Agency may use Commander in a networked environment on computers other than the computer it installs Commander on, so long as each execution of Commander is for data communication with an Axon Device.Agency may make copies of Commander for archival purposes only. Agency shall retain all copyright, trademark, and proprietary notices in Commander on all copies or adaptations. 6 Term. The Quote will detail the duration of the Commander license, as well as any maintenance. The term will begin upon installation of Commander by Axon. 7 License Restrictions. All licenses will immediately terminate if Agency does not comply with any term of this Agreement. Agency may not use Commander for any purpose other than as expressly permitted by this Agreement. Agency may not: 7.1 modify, tamper with, repair, or otherwise create derivative works of Commander; 7.2 reverse engineer, disassemble, or decompile Commander or apply any process to derive the source code of Commander, or allow others to do the same; 7.3 access or use Commander to avoid incurring fees or exceeding usage limits or quotas; 7.4 copy Commander in whole or part, except as expressly permitted in this Agreement; 7.5 use trade secret information contained in Commander; 7.6 resell, rent, loan or sublicense Commander; 7.7 access Commander to build a competitive device or service or copy any features, functions, or graphics of Commander; or 7.8 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Commander or any copies of Commander. 8 Support. Axon may make available updates and error corrections ("Updates") to Commander. Axon will provide Updates electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate access to the Internet to receive Updates. Agency is responsible for maintaining the computer equipment necessary to use Commander. Axon may provide technical support of a prior release/version of Commander for 6 months from when Axon made the subsequent release/version available. 9 Termination.Axon may terminate Agency's license immediately for Agency's failure to comply with any of the terms in this Agreement. Upon termination, Axon may disable Agency's right to login to Axon Commander. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 30 of 38 Page 430 of 650 AXON� Master Services and Purchasing Agreement Axon Application Programming Interface Appendix 1 Definitions. "API Client" means the software that acts as the interface between Agency's computer and the server, which is already developed or to be developed by Agency. "API Interface" means software implemented by Agency to configure Agency's independent API Client Software to operate in conjunction with the API Service for Agency's authorized Use. "Axon Evidence Partner API, API or AXON API" (collectively "API Service") means Axon's API which provides a programmatic means to access data in Agency's Axon Evidence account or integrate Agency's Axon Evidence account with other systems. "Use" means any operation on Agency's data enabled by the supported API functionality. 2 Purpose and License. 2.1 Agency may use API Service and data made available through API Service, in connection with an API Client developed by Agency. Axon may monitor Agency's use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Agency agrees to not interfere with such monitoring or obscure from Axon Agency's use of API Service. Agency will not use API Service for commercial use. 2.2 Axon grants Agency a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Agency's Use in connection with Agency's API Client. 2.3 Axon reserves the right to set limitations on Agency's use of the API Service, such as a quota on operations, to ensure stability and availability of Axon's API. Axon will use reasonable efforts to accommodate use beyond the designated limits. 3 Configuration. Agency will work independently to configure Agency's API Client with API Service for Agency's applicable Use. Agency will be required to provide certain information (such as identification or contact details)as part of the registration. Registration information provided to Axon must be accurate. Agency will inform Axon promptly of any updates. Upon Agency's registration, Axon will provide documentation outlining API Service information. 4 Agency Responsibilities. When using API Service, Agency and its end users may not: 4.1 use API Service in any way other than as expressly permitted under this Agreement; 4.2 use in any way that results in, or could result in, any security breach to Axon; 4.3 perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services; 4.4 interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service; 4.5 reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software; 4.6 create an API Interface that functions substantially the same as API Service and offer it for use by third parties; 4.7 provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service; 4.8 frame or mirror API Service on any other server, or wireless or Internet-based device; 4.9 make available to a third-party, any token, key, password or other login credentials to API Service; 4.10 take any action or inaction resulting in illegal, unauthorized or improper purposes; or disclose Axon's API manual. 5 API Content. All content related to API Service, other than Agency Content or Agency's API Client Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 31 of 38 Page 431 of 650 AXON� Master Services and Purchasing Agreement content, is considered Axon's API Content, including: 5.1 the design, structure and naming of API Service fields in all responses and requests; 5.2 the resources available within API Service for which Agency takes actions on, such as evidence, cases, users, or reports; and 5.3 the structure of and relationship of API Service resources; and 5.4 the design of API Service, in any part or as a whole. 6 Prohibitions on API Content. Neither Agency nor its end users will use API content returned from the API Interface to: 6.1 scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; 6.2 copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party; 6.3 misrepresent the source or ownership; or 6.4 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices). 7 API Updates. Axon may update or modify the API Service from time to time ("API Update"). Agency is required to implement and use the most current version of API Service and to make any applicable changes to Agency's API Client required as a result of such API Update. API Updates may adversely affect how Agency's API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Agency to update API Client to the most current version of API Service. Axon will provide support for 1 year following the release of an API Update for all depreciated API Service versions. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 32 of 38 Page 432 of 650 AXON� Master Services and Purchasing Agreement Advanced User Management Appendix 1 Scope. Advanced User Management allows Agency to (a) utilize bulk user creation and management, (b) automate user creation and management through System for Cross-domain Identity Management("SCIM"), and (c)automate group creation and management through SCIM. 2 Advanced User Management Configuration. Agency will work independently to configure Agency's Advanced User Management for Agency's applicable Use. Upon request, Axon will provide general guidance to Agency, including documentation that details the setup and configuration process. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 33 of 38 Page 433 of 650 AXON� Master Services and Purchasing Agreement Axon Channel Services Appendix 1 Definitions. "Axon Digital Evidence Management System" means Axon Evidence or Axon Commander, as specified in the attached Channel Services Statement of Work. "Active Channel" means a third-party system that is continuously communicating with an Axon Digital Evidence Management System. "Inactive Channel"means a third-party system that will have a one-time communication to an Axon Digital Evidence Management System. 2 Scope. Agency currently has a third-party system or data repository from which Agency desires to share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Agency's third-party data into an Axon Digital Evidence Management System or the transfer of Agency data out of an Axon Digital Evidence Management System as defined in the Channel Services Statement of Work ("Channel Services SOW"). Channel Services will not delete any Agency Content. Agency is responsible for verifying all necessary data is migrated correctly and retained per Agency policy. 3 Purpose and Use. Agency is responsible for verifying Agency has the right to share data from and provide access to third-party system as it relates to the Services described in this Appendix and the Channel Services SOW. For Active Channels, Agency is responsible for any changes to a third- party system that may affect the functionality of the channel service. Any additional work required for the continuation of the Service may require additional fees. An Axon Field Engineer may require access to Agency's network and systems to perform the Services described in the Channel Services SOW.Agency is responsible for facilitating this access per all laws and policies applicable to Agency. 4 Project Management. Axon will assign a Project Manager to work closely with Agency's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget. 5 Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike manner. 6 Monitoring.Axon may monitor Agency's use of Channel Services to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Axon Agency's use of channel services. 7 Agency's Responsibilities. Axon's successful performance of the Channel Services requires Agency: 7.1 Make available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access); 7.2 Provide access to the building facilities and where Axon is to perform the Channel Services, subject to safety and security restrictions imposed by the Agency (including providing security passes or other necessary documentation to Axon representatives performing the Channel Services permitting them to enter and exit Agency premises with laptop personal computers and any other materials needed to perform the Channel Services); 7.3 Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration)for Axon to provide the Channel Services; 7.4 Ensure all appropriate data backups are performed; 7.5 Provide Axon with remote access to the Agency's network and third-party systems when required for Axon to perform the Channel Services; 7.6 Notify Axon of any network or machine maintenance that may impact the performance of Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 34 of 38 Page 434 of 650 AXON� Master Services and Purchasing Agreement the Channel Services; and 7.7 Ensure the reasonable availability by phone or email of knowledgeable staff, personnel, system administrators, and operators to provide timely, accurate, complete,and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Channel Services). Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 35 of 38 Page 435 of 650 AXON� Master Services and Purchasing Agreement VIEW Data Migration Appendix 1 Scope. Agency currently has legacy data in the VIEVU Solution from which Agency desires to move to Axon Evidence. Axon will work with Agency to copy legacy data from the VIEVU solution into Axon Evidence("Migration"). Before Migration,Agency and Axon will work together to develop a Statement of Work("Migration SOW")to detail all deliverables and responsibilities.The Migration will require the availability of Agency resources. Such resources will be identified in the SOW. On- site support during Migration is not required. Upon Agency's request, Axon will provide on-site support for an additional fee. Any request for on-site support will need to be pre-scheduled and is subject to Axon's resource availability. A small amount of unexposed data related to system information will not be migrated from the VIEVU solution to Axon Evidence. Upon request, some of this data can be manually exported before Migration and provided to Agency. The Migration SOW will provide further detail. 2 Changes.Axon is only responsible to perform the Services described in this Appendix and Migration SOW. Any additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 3 Project Management. Axon will assign a Project Manager to work closely with Agency's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget. 4 Downtime. There may be downtime during the Migration. The duration of the downtime will depend on the amount of data that Agency is migrating. Axon will work with Agency to minimize any downtime. Any VIEVU mobile application will need to be disabled upon Migration. 5 Functionality Changes. Due to device differences between the VIEVU solution and the Axon's Axon Evidence solution, there may be functionality gaps that will not allow for all migrated data to be displayed the same way in the user interface after Migration 6 Acceptance. Once the Migration is complete, Axon will notify Agency and an acceptance form. Agency is responsible for verifying that the scope of the project has been completed and all necessary data is migrated correctly and retained per Agency policy. Agency will have 90 days to provide Axon acceptance that the Migration was successful, or Axon will deem the Migration accepted. In the event Agency does not accept the Migration, Agency agrees to notify the Axon within a reasonable time. Agency also agrees to allow Axon a reasonable time to resolve any issue. In the event Agency does not provide the Axon written rejection of the Migration during these 90 days, Agency may be charged for additional monthly storage costs. After Agency provides acceptance of the Migration, the Axon will delete all data from the VIEVU solution 90 days after the Migration. 7 Post-Migration.After Migration, the VIEVU solution may not be supported and updates may not be provided. Axon may end of life the VIEVU solution in the future. If Agency elects to maintain data within the VIEVU solution, Axon will provide Agency 90 days' notice before ending support for the VIEVU solution. 8 Warranty. Axon warrants that it will perform the Migration in a good and workmanlike manner. 9 Monitoring. Axon may monitor Agency's use of Migration to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Axon Agency's use of Migration. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 36 of 38 Page 436 of 650 AXON� Master Services and Purchasing Agreement Axon Support Engineer Appendix 1 Axon Support Engineer Payment.Axon will invoice for Axon Support Engineer("ASE")services, as outlined in the Quote, when the Axon Support Engineer commences work on-site at Agency. 2 Full-Time ASE Scope of Services. 2.1 A Full-Time ASE will work on-site four(4)days per week. 2.2 Agency's Axon sales representative and Axon's Agency Success team will work with Agency to define its support needs and ensure the Full-Time ASE has skills to align with those needs. There may be up to a 6-month waiting period before the Full-Time ASE can work on-site, depending upon Agency's needs and availability of a Full-Time ASE. 2.3 The purchase of Full-Time ASE Services includes 2 complimentary Axon Accelerate tickets per year of the Agreement, so long as the ASE has started work at Agency, and Agency is current on all payments for the Full-Time ASE Service. The Full-Time ASE Service options are listed below: Ongoing System Set-up and Configuration • Assisting with assigning cameras and registering docks • Maintaining Agency's Axon Evidence account • Connecting Agency to "Early Access" programs for new devices Account Maintenance • Conducting on-site training on new features and devices for Agency leadership team(s) • Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of the Axon program • Conducting weekly meetings to cover current issues and program status Data Analysis • Providing on-demand Axon usage data to identify trends and insights for improving daily workflows • Comparing Agency's Axon usage and trends to peers to establish best practices • Proactively monitoring the health of Axon equipment and coordinating returns when needed Direct Support • Providing on-site, tier 1 and tier 2 technical support for Axon devices • Proactively monitoring the health of Axon equipment • Creating and monitoring RMAs on-site • Providing Axon app support • Monitoring and testing new firmware and workflows before they are released to Agency's production environment Agency Advocacy • Coordinating bi-annual voice of customer meetings with Axon's Device Management team • Recording and tracking Agency feature requests and major bugs 3 Regional ASE Scope of Services 3.1 A Regional ASE will work on-site for 3 consecutive days per quarter.Agency must schedule the on-site days at least 2 weeks in advance. The Regional ASE will also be available by phone and email during regular business hours up to 8 hours per week. 3.2 There may be up to a 6-month waiting period before Axon assigns a Regional ASE to Agency, depending upon the availability of a Regional ASE. 3.3 The purchase of Regional ASE Services includes 2 complimentary Axon Accelerate tickets per year of the Agreement, so long as the ASE has started work at Agency and Agency is current on all payments for the Regional ASE Service. The Regional ASE service options are listed below: Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 37 of 38 Page 437 of 650 AXON� Master Services and Purchasing Agreement Account Maintenance • Conducting remote training on new features and devices for Agency's leadership • Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of the Axon program • Conducting weekly conference calls to cover current issues and program status • Visiting Agency quarterly (up to 3 consecutive days)to perform a quarterly business review, discuss Agency's goals for your Axon program, and continue to ensure a successful deployment of Axon devices Direct Support • Providing remote, tier 1 and tier 2 technical support for Axon devices • Creating and monitoring RMAs remotely Data Analysis • Providing quarterly Axon usage data to identify trends and program efficiency opportunities • Comparing an Agency's Axon usage and trends to peers to establish best practices • Proactively monitoring the health of Axon equipment and coordinating returns when needed Agency Advocacy • Coordinating bi-yearly Voice of Agency meetings with Device Management team • Recording and tracking Agency feature requests and major bugs 4 Out of Scope Services. The ASE is responsible to perform only the Services described in this Appendix. Any additional Services discussed or implied that are not defined explicitly in this Appendix will be considered out of the scope. 5 ASE Leave Time. The ASE will be allowed up 7 days of sick leave and up to 15 days of vacation time per each calendar year. The ASE will work with Agency to coordinate any time off and will provide Agency with at least 2 weeks' notice before utilizing any vacation days. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 38 of 38 Page 438 of 650 AXON Waterloo • De • pr AXON SALES REPRESENTATIVE Dean Cunningham dcunningham@axon.com ISSUED 1/25/2021 Q-282808-44221.977 D C 1 Page 439 of 650 Q-282808-44221.977 D C Issued: Axon Enterprise, Inc. y Quote Expiration: 03/15/2021 17800 N 85th St. Account Number: 128219 Scottsdale,Arizona 85255 Payment Terms:Net 30 United States Delivery Method: Fedex-Ground Phone:(800)978-2737 SALES REPRESENTATIVE Dean Cunningham SHIP TO BILL TO Phone: Joel Fitzgerald Waterloo Police Dept. - IA Email:dcunningham@axon.com Waterloo Police Dept. - IA 715 Mulberry St. Fax: 715 Mulberry St. Waterloo, IA 50703 PRIMARY CONTACT Waterloo, IA 50703 US Joel Fitzgerald US Phone: (319)291-4339 Email:fitzgeraldj@waterloopolice.com Year 1 -OSP 7+ Premium Item Description Term Quantity List Unit (Months) Price Net Unit Price Total (USD) Axon Plans &Packages 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 60 9 0.00 0.00 0.00 73746 PROFESSIONAL EVIDENCE.COM LICENSE 60 3 0.00 0.00 0.00 73687 EVIDENCE.COM VIEWER LICENSE 60 4 0.00 0.00 0.00 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 120 2 0.00 0.00 0.00 73746 PROFESSIONAL EVIDENCE.COM LICENSE 120 135 0.00 0.00 0.00 73686 EVIDENCE.COM UNLIMITED AXON DEVICE 120 135 0.00 0.00 0.00 STORAGE 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 120 4,050 0.00 0.00 0.00 73680 RESPOND DEVICE PLUS LICENSE 120 135 0.00 0.00 0.00 73681 AXON RECORDS FULL 120 135 0.00 0.00 0.00 73739 PERFORMANCE LICENSE 120 135 0.00 0.00 0.00 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 120 135 0.00 0.00 0.00 20246 TASER 7 DUTY CARTRIDGE REPLACEMENT 120 135 0.00 0.00 0.00 ACCESS LICENSE 85760 AUTO-TRANSCRIBE ON DEMAND SERVICE 120 135 0.00 0.00 0.00 73618 CITIZEN FOR COMMUNITIES USER ACCESS 120 135 0.00 0.00 0.00 LICENSE Q-282808-44221.977 DC 2 Pa Protect Year 1 -OSP 7+ Premium (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Axon Plans&Packages(Continued) 73478 REDACTION ASSISTANT USER ACCESS 120 135 0.00 0.00 0.00 LICENSE 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 120 135 0.00 0.00 0.00 73687 EVIDENCE.COM VIEWER LICENSE 120 1 0.00 0.00 0.00 73682 AUTO TAGGING LICENSE 120 135 0.00 0.00 0.00 80223 INACTIVE CHANNEL ACCESS LICENSE 120 1 0.00 0.00 0.00 Hardware 20160 TASER 7 HOLSTER-SAFARILAND, 135 0.00 0.00 0.00 RH+CART CARRIER 75015 SIGNAL SIDEARM KIT 135 0.00 0.00 0.00 20050 HOOK-AND-LOOP TRAINING (HALT)SUIT 2 0.00 0.00 0.00 20008 TASER 7 HANDLE,YLW,HIGH VISIBILITY 135 0.00 0.00 0.00 (GREEN LASER), CLASS 3R 20034 TASER 7 10 YEAR HANDLE WARRANTY 135 0.00 0.00 0.00 73202 AXON BODY 3- NA10 135 699.00 0.00 0.00 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 405 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 405 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS 71044 BATTERY, SIGNAL SIDEARM, CR2430 270 0.00 0.00 0.00 SINGLE PACK 22179 TASER 7 INERT CARTRIDGE, STANDOFF 50 0.00 0.00 0.00 (3.5-DEGREE) NS 22181 TASER 7 INERT CARTRIDGE, CLOSE 50 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS 70033 WALL MOUNT BRACKET, ASSY, 17 43.90 0.00 0.00 EVIDENCE.COM DOCK 74210 AXON BODY 3-8 BAY DOCK 17 1,495.00 0.00 0.00 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 270 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 270 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) 270 0.00 0.00 0.00 CARTRIDGE, STANDOFF NS 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) 270 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART NS 20018 TASER 7 BATTERY PACK, TACTICAL 162 0.00 0.00 0.00 20035 TASER 7 10 YEAR BATTERY WARRANTY 162 0.00 0.00 0.00 20036 TASER 7 10 YEAR DOCK WARRANTY 2 0.00 0.00 0.00 70033 WALL MOUNT BRACKET, ASSY, 2 0.00 0.00 0.00 EVIDENCE.COM DOCK Q-282808-44221.977 DC Protect Life. 3 Pa Year 1 -OSP 7+ Premium (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Hardware(Continued) 74200 TASER 7 6-BAY DOCK AND CORE 2 0.00 0.00 0.00 80090 TARGET FRAME, PROFESSIONAL, 27.5 IN.X 1 0.00 0.00 0.00 75 IN., TASER 7 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 135 0.00 0.00 0.00 11507 MOLLE MOUNT, SINGLE,AXON RAPIDLOCK 148 0.00 0.00 0.00 Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 467.79 1,403.37 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73943 OFFICER SAFETY PLAN 7+ PREMIUM 10 YR 120 135 0.00 0.00 0.00 BUNDLE HEADER 73995 OFFICER SAFETY PLAN 7+ PREMIUM 10Y 12 135 2,868.00 1,454.01 196,291.35 PAYMENT Y1-5 20270 HTC FOCUS+VIRTUAL REALITY HEADSET 6 999.00 0.00 0.00 20271 AXON VR CONTROLLER KIT 2 0.00 0.00 0.00 73827 AB3 CAMERA TAP WARRANTY 120 135 0.00 0.00 0.00 73828 AB3 8 BAY DOCK TAP WARRANTY 120 17 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 80087 TASER 7 TARGET, CONDUCTIVE, 1 0.00 0.00 0.00 PROFESSIONAL(RUGGEDIZED) 71019 NORTH AMER POWER CORD FOR AB3 8- 17 0.00 0.00 0.00 BAY,AB2 1-BAY/6-BAY DOCK 80190 Evidence.com Channel Services 1 0.00 0.00 0.00 Services 85055 AXON FULL SERVICE 1 17,000.00 0.00 0.00 85168 CEW FULL SERVICE WITH INSTRUCTOR 1 17,000.00 0.00 0.00 TRAINING 20386 VIRTUAL REALITY TRAINING (101-150) 120 1 0.00 0.00 0.00 LICENSE Q-282808-44221.977 DC 4 Pa Protect Year 1 -OSP 7+ Premium (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Services(Continued) 79999 AUTO TAGGING/PERFORMANCE 1 0.00 0.00 0.00 IMPLEMENTATION SERVICE Subtotal 197,934.72 Estimated 0.00 Shipping Estimated Tax 0.00 Total 197,934.72 Year 1 - Fleet 2 New Users Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Hardware 71088 AXON FLEET 2 KIT 34 1,560.00 0.00 0.00 80214 FLEET EVIDENCE.COM UNLIMITED 12 34 0.00 0.00 0.00 STORAGE 80215 FLEET EVIDENCE.COM UNLIMITED 12 34 408.00 408.00 13,872.00 STORAGE PAYMENT 71210 FLEET DOOR TRIGGER HARDWARE, US 34 18.60 18.60 632.40 74110 CABLE, CAT6 ETHERNET 25 FT, FLEET 34 15.00 0.00 0.00 Other 87050 FLEET VIEW XL ACCESS LICENSE 12 34 0.00 0.00 0.00 87051 FLEET VIEW XL LICENSE PAYMENT 12 34 348.00 348.00 11,832.00 Services 74063 STANDARD FLEET INSTALLATION (PER 34 1,200.00 0.00 0.00 VEHICLE) Subtotal 26,336.40 Estimated Tax 0.00 Total 26,336.40 Spares -OSP7 Premium+ & Fleet 2 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Hardware 71088 AXON FLEET 2 KIT 2 1,560.00 0.00 0.00 73202 AXON BODY 3- NA10 4 0.00 0.00 0.00 20008 TASER 7 HANDLE,YLW,HIGH VISIBILITY 4 0.00 0.00 0.00 (GREEN LASER), CLASS 3R 20034 TASER 7 10 YEAR HANDLE WARRANTY 4 0.00 0.00 0.00 11507 MOLLE MOUNT, SINGLE,AXON RAPIDLOCK 4 0.00 0.00 0.00 Q-282808-44221.977 DC Protect Life. 5 Pa Spares -OSP7 Premium+ & Fleet 2 (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Hardware(Continued) 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 4 0.00 0.00 0.00 Other 73827 AB3 CAMERA TAP WARRANTY 120 4 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 1 -Trade in Credit Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other 20104 TASER 7 TRADE-IN UPFRONT PURCHASE 133 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 - Fleet 3 Deployment Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Axon Plans&Packages 80410 FLEET, EVIDENCE LICENSE, 1 CAMERA 48 68 0.00 0.00 0.00 STORAGE,ACCESS 80400 FLEET,VEHICLE LICENSE,ACCESS 48 34 0.00 0.00 0.00 80401 FLEET 3,ALPR LICENSE, 1 CAMERA, 48 34 0.00 0.00 0.00 ACCESS 80402 RESPOND DEVICE LICENSE- FLEET 3- 48 34 0.00 0.00 0.00 ACCESS Hardware 72036 FLEET 3 STANDARD 2 CAMERA KIT 34 0.00 0.00 0.00 72034 FLEET SIM 34 0.00 0.00 0.00 71210 FLEET DOOR TRIGGER HARDWARE, US 34 18.60 18.60 632.40 Other 80425 TAP, FLEET 3, 2 CAMERA KIT, 1 REFRESH 34 0.00 0.00 0.00 ACCESS 80459 FLEET 3 ADVANCED BUNDLE WITH TAP 12 34 2,496.00 1,556.17 52,909.78 PAYMENT 80462 FLEET 3 ADVANCED BUNDLE WITH TAP 12 34 1,296.00 1,052.00 35,768.00 TRUE UP Q-282808-44221.977 DC Protect 6 Pa Year 2 - Fleet 3 Deployment (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Services 74063 STANDARD FLEET INSTALLATION (PER 34 0.00 0.00 0.00 VEHICLE) Subtotal 89,310.18 Estimated Tax 0.00 Total 89,310.18 Year 2 -Spares - Fleet 3 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Hardware 72036 FLEET 3 STANDARD 2 CAMERA KIT 2 2,405.00 0.001 0.00 Other 80425 TAP, FLEET 3, 2 CAMERA KIT, 1 REFRESH 1 0.00 0.00 0.00 ACCESS Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 270 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 270 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 468.00 1,404.00 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73995 OFFICER SAFETY PLAN 7+ PREMIUM 10Y 12 135 2,868.00 2,346.76 316,812.60 PAYMENT Y1-5 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER Subtotal 318,456.60 Estimated Tax 0.00 Total 318,456.60 Q-282808-44221.977 DC Protect Life. 7 Pa Year 3 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 270 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 270 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) 270 0.00 0.00 0.00 CARTRIDGE, STANDOFF NS 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) 270 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART NS Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 15,098.22 45,294.66 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73309 AXON CAMERA REFRESH ONE 135 0.00 0.00 0.00 73995 OFFICER SAFETY PLAN 7+ PREMIUM 10Y 12 135 2,868.00 2,424.00 327,240.00 PAYMENT Y1-5 73689 MULTI-BAY BWC DOCK 1ST REFRESH 17 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 73309 AXON CAMERA REFRESH ONE 4 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 80459 FLEET 3 ADVANCED BUNDLE WITH TAP 12 34 2,496.00 1,703.76 57,927.84 PAYMENT Subtotal 430,702.50 Estimated Tax 0.00 Total 430,702.50 Year 4 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 270 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 270 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS Q-282808-44221.977 DC Protect 8 Pa Year 4 (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 15,098.22 45,294.66 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73995 OFFICER SAFETY PLAN 7+ PREMIUM 10Y 12 135 2,868.00 2,424.00 327,240.00 PAYMENT Y1-5 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 80459 FLEET 3 ADVANCED BUNDLE WITH TAP 12 34 2,496.00 1,703.76 57,927.84 PAYMENT Subtotal 430,702.50 Estimated Tax 0.00 Total 430,702.50 Year 5 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 270 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 270 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 15,098.22 45,294.66 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73310 AXON CAMERA REFRESH TWO 135 0.00 0.00 0.00 73995 OFFICER SAFETY PLAN 7+ PREMIUM 10Y 12 135 2,868.00 2,424.00 327,240.00 PAYMENT Y1-5 73688 MULTI-BAY BWC DOCK 2ND REFRESH 17 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 73310 AXON CAMERA REFRESH TWO 4 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER Q-282808-44221.977 DC Protect Life. 9 Pa Year 5 (Continued) Item Description Term Quantity List Unit (Months) Price Net Unit Price Total (USD) Other(Continued) 80459 FLEET 3 ADVANCED BUNDLE WITH TAP 12 34 2,496.00 1,703.75 57,927.50 PAYMENT Subtotal 430,702.16 Estimated Tax 0.00 Total 430,702.16 Year 6 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Axon Plans&Packages 73683 10 GB EVIDENCE.COM A-LA-CART 60 9 0.00 0.00 0.00 STORAGE 73746 PROFESSIONAL EVIDENCE.COM LICENSE 60 3 0.00 0.00 0.00 73687 EVIDENCE.COM VIEWER LICENSE 60 4 0.00 0.00 0.00 20242 TASER CERTIFICATION PROGRAM YEAR 6- 60 135 0.00 0.00 0.00 10 ACCESS 80410 FLEET, EVIDENCE LICENSE, 1 CAMERA 60 68 0.00 0.00 0.00 STORAGE, ACCESS 80400 FLEET,VEHICLE LICENSE,ACCESS 60 34 0.00 0.00 0.00 80401 FLEET 3,ALPR LICENSE, 1 CAMERA, 60 34 0.00 0.00 0.00 ACCESS 80402 RESPOND DEVICE LICENSE- FLEET 3- 12 34 0.00 0.00 0.00 ACCESS Hardware 71210 FLEET DOOR TRIGGER HARDWARE, US 34 18.60 0.00 0.00 Other ' 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 10,407.70 31,223.10 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73964 OFFICER SAFETY PLAN 7+ PREMIUM 12 135 2,954.04 2,510.04 338,855.40 PAYMENT Y6 80471 FLEET 3 ADVANCED RENEWAL WITH TAP 60 34 0.00 0.00 0.00 80425 TAP, FLEET 3, 2 CAMERA KIT, 1 REFRESH 34 0.00 0.00 0.00 ACCESS 80474 FLEET 3 ADVANCED RENEWAL WITH TAP 12 34 1,776.00 1,776.00 60,384.00 PAYMENT 72040 FLEET REFRESH, 2 CAMERA KIT 34 0.00 0.00 0.00 Q-282808-44221.977 DC Protect 10 Pa Year 6 (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Services 74063 STANDARD FLEET INSTALLATION (PER 34 1,200.00 0.00 0.00 VEHICLE) Subtotal 430,702.50 Estimated Tax 0.00 Total 430,702.50 Spares Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Hardware 72036 FLEET 3 STANDARD 2 CAMERA KIT 1 2,405.00 0.001 0.00 Other 80425 TAP, FLEET 3, 2 CAMERA KIT, 1 REFRESH 1 0.00 0.00 0.00 ACCESS Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 7 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 6,417.10 19,251.30 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73965 OFFICER SAFETY PLAN 7+ PREMIUM 12 135 3,042.72 2,598.72 350,827.20 PAYMENT Y7 80474 FLEET 3 ADVANCED RENEWAL WITH TAP 12 34 1,776.00 1,776.00 60,384.00 PAYMENT Subtotal 430,702.50 Estimated Tax 0.00 Total 430,702.50 Year 8 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 2,313.10 6,939.30 PAYMENT Q-282808-44221.977 DC Protect Life. 11 Pa Year 8 (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other(Continued) 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73345 AXON CAMERA REFRESH THREE 135 0.00 0.00 0.00 73966 OFFICER SAFETY PLAN 7+ PREMIUM 12 135 3,133.92 2,689.92 363,139.20 PAYMENT Y8 73347 MULTI-BAY BWC DOCK 3RD REFRESH 17 0.00 0.00 0.00 73345 AXON CAMERA REFRESH THREE 4 0.00 0.00 0.00 80474 FLEET 3 ADVANCED RENEWAL WITH TAP 12 34 1,776.00 1,776.00 60,384.00 PAYMENT Subtotal 430,702.50 Estimated Tax 0.00 Total 430,702.50 Year 9 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 468.00 1,404.00 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73967 OFFICER SAFETY PLAN 7+ PREMIUM 12 135 3,228.00 2,730.92 368,674.20 PAYMENT Y9 80474 FLEET 3 ADVANCED RENEWAL WITH TAP 12 34 1,776.00 1,776.00 60,384.00 PAYMENT Subtotal 430,702.20 Estimated Tax 0.00 Total 430,702.20 Year 10 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 468.00 1,404.00 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73346 AXON CAMERA REFRESH FOUR 135 0.00 0.00 0.00 73968 OFFICER SAFETY PLAN 7+ PREMIUM 12 135 3,324.84 2,730.92 368,674.20 PAYMENT Y10 73348 MULTI-BAY BWC DOCK 4TH REFRESH 17 0.00 0.00 0.00 Q-282808-44221.977 DC Protect 12 Pa Year 10 (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other(Continued) 73346 AXON CAMERA REFRESH FOUR 4 0.00 0.00 0.00 80474 FLEET 3 ADVANCED RENEWAL WITH TAP 12 34 1,776.00 1,776.00 60,384.00 PAYMENT Subtotal 430,702.20 Estimated Tax 0.00 Total 430,702.20 Grand Total 4,077,656.96 Q-282808-44221.977 DC Protect Life. 13 Pa � AXON Discounts (USD) Quote Expiration:03/15/2021 List Amount 5,088,661 .70 Discounts 1 ,011 ,004.74 Total 4,077,656.96 *Total excludes applicable taxes Summary of Payments Payment Amount (USD) Year 1 - OSP 7+ Premium 197,934.72 Year 1 - Fleet 2 New Users 26,336.40 Spares - OSP7 Premium+ & Fleet 2 0.00 Year 1 - Trade in Credit 0.00 Year 2 - Fleet 3 Deployment 89,310.18 Year 2 - Spares - Fleet 3 0.00 Year 2 318,456.60 Year 3 430,702.50 Year 4 430,702.50 Year 5 430,702.16 Q-282808-44221.977 DC Protect Life. 14 Pa AXON Summary of Payments (Continued) Payment Amount (USD) Year 6 430,702.50 Spares 0.00 Year 7 430,702.50 Year 8 430,702.50 Year 9 430,702.20 Year 10 430,702.20 Grand Total 4,077,656.96 Q-282808-44221.977 DC Protect Life. 15 Pa Notes The parties agree that Axon is granting a credit of$27,930.00(applied to Year 1 OSP7+Premium Payment Line)for trade-in of CEW hardware.This credit is based on a ship date range of 3/15/2021-3/31/2021, resulting in a 4/15/2021 contract start date.Any change in this ship date and resulting contract start date will result in modification of this credit value which may result in additional fees due to or from Axon. The agency is qualified in Year 6 to receive the next generation of the Taser Program,if such program is generally available,on a like kind basis to the Taser 7 Certification Program. Sourcewell Contract#010720-AXN used for pricing and purchasing justification Purchase of TASER 7 are governed by the TASER 7 Agreement located at https://www.axon.com/legal/sales-terms-and-conditions and not the Master Services and Purchasing Agreement referenced below. Tax is subject to change at order processing with valid exemption. Axon's Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work(SOW)for Axon Fleet and/or Axon Interview Room purchase,if applicable.Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below,you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity(including but not limited to the company,municipality,or government agency for whom you work),you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Signature: Date: Name(Print): Title: PO# (Or write N/A): Please sign and email to Dean Cunningham at dcunningham@axon.com or fax to Thank you for being a valued Axon customer.For your convenience on your next order, please check out our online store buv.axon.com The trademarks referenced above are the property of their respective owners. ***Axon Internal Use Only*** SFDC Contract#: Order Type: RMA#: Address Used: Review 1 Review 2 SO#: Comments: Q-282808-44221.977 DC Protect Life. 16 Pa AXON Waterloo Police Dept. - IA ATTENTION This order may qualify for freight shipping, please fill out the following information. What is the contact name and phone number for this shipment? What are your receiving hours? (Monday-Friday) Is a dock available for this incoming shipment? Are there any delivery restrictions? (no box trucks, etc.) Q-282808-44221.977 DC Protect Life. 17 Pa �T dterioo �o Waterloo Police Department The Business Case for Axon Axon Enterprise • Founded in 1993 • Scottsdale , AZ headquarters • USA Manufacturing 44 � • 1000 + employees Th • Publicly -traded : AAXN 700,000+ OFFICERS CAPIURE 6,000+ AGENCIES 85% OF MAJOR CITIES � 4Q, MAJOR PROSECUTORS 150,000+ CAMERAS 500,000+ TASERS rIVII � =Fw �terloo � WHY D SES PD CHOOSAX6N ? Q GET TO THE TRUTH FASTER � � � ACT WITH CONFIDENCE O FOCUS ON WHAT MATTERS Page 460 of 650 DEVICE EOPLE !",, (STRICT ATTORNKFLOW Y ■ ■ ■ ■ .w1 ■ ■ ■ ■ � � PRESS FIELD CAPTURE - AXON EVIDENC ■■ ■■ ■■ ■■ ■■ ■■ ■■ ■■ ■■ ■■ ■■ ■■ STATION Page 461of 650 �T �terloo�o I Rig 7 TASE R 7 DE-ESCALATE WITH CONFIDENCE Page 0 Lives saved from potential death or serious injury Page 463 of 650 40% FEWER S E N S I B LSUSPECT INJURIES 70% FEWER EFFECTIVE OFFICERSource:PER F Report oINJURIES NIJ,Sept 2009 LTERNATIVE REDUCTION IN — LITIGATION — COMPLAINTS — WORKER'S COMP CLAIMS Page 464 of 650 The overwhelming consensus by all involved was that the TASER 7 CEW proved to be easier to use, more effective during deployments, and easier to maintain by troopers, officers, and supervisors. T7 -TRIAL PARTNER AGENCY OVER 1 ,000 SWORN Page 465 of 650 TASER 7 FULLY INTEGRATED WITH AXON EVIDENCE AGENCY LEVEL INVENTORY DEVICE SETTINGS MANAGEMENT FLEET/ DEVICE HEALTH DASHBOARD INFORMATION WEAPON LOGS • CEW, BATTERY, CARTRIDGE PULSE GRAPHS SEAMLESS EVIDENCE SEND LOG FEATURE INTEGRATION Page 466 of 650 r,. moftowl � HOO �o VR TRAINING Reimagined Training for Public Safety WHY VIRTUAL REALITY FOR TRAINING ? "Retention rates for VR learning were 75%, which was much higher than rates for lecture-style learning (5%) and reading (10%). " - NATIONAL TRAINING LABORATORY "Using VR in training results in a retention rate of up to 80% one year after training, compared to 20% retention in one week after traditional training. " - MIAMI CHILDREN 'S Page 468 of 650 TRAINING SIMULATORS TTS r�r � CLASSROOM ROLE PLAYERS 2D SCEENS VIRTUAL REALITY Realistic Stress 0.10 a On-Site Access D a Dynamic Content a Cost Effective a Page 469 of 650 VR TRAINING TOPICS via EMPATHY TACTICAL OFFICER OFFICER COPING PREPAREDNESS Tools to help officers Equip officers with tactics Tools to help officers prepare Tools to help officers, understand what for de-escalation and for the challenges and identify, mitigate, and cope someone who may be proper use-of-force to stressful situations they will with traumas they may presenting criminal ensure the best face in their career. encounter. behavior is going through. possible outcome. Page 470 of 650 .7 Autism Alzheimer's Community PTSI VRlow9 t TRAINING - MODULES y Suicide Prevention Hard of Hearing Peer Intervention 1 a. EACH-ICENA'RIP 13 Fr- .JE1 IS FULLf --- - - Schizophrenia Agency PTSI Peer Intervention 2 Page 471 of 650 2021 AND BEYOND 1 . CONTINUOUS TRAINING' In 2021 , Axon will release a new Community Engagement Training module every1I month and a new Simulator Training EVERY MONTH EVERY 2 MONTHS module every two months. 2. REPORTING ANF) ANALYTICS Gathers insights into the trainings your officers completed, their performance, and identifies areas for targeted ANALYZE T A I L O R E D AUTOMATED Improvement. RESULTS TRAINING PLAN SCHEDULING 3. PLATFORM INTEGRATION: Axon hardware incorporated in the platform m for better training on TASER and body camera usage, as well as leverages PERFORMANCE T A S E R Axon Performance to measure in-field results. Page 472 of 650 oil 4v Berl o �o 0 I a . / SEE TRUTH IN THE MOMENT G~:r AXON Page 473 of 650 Decreased Litigation Increased Cost Savings COMPLAINTS : V � DOWN 88 % USE OF FORCE : DOWN 75 "/0 CAPTURE CLEARER TRUTH: CORE CAPABILITIES EMBEDDED GPS LIGHTER , MORE SECURE MOUNT FULL - SHIFT BATTERY RUGGED WEARABILITY SIMPLE OPERATION & DISPLAY IRONCLAD SECURITY PRECISION AUDIO Page 476 of 650 TIME=SAVING FEATURES SIMPLER OPERATION IN THE FIELD • Rapid Recharge & Offload • Wireless activation (Axon Signal) EFFICIENT PROGRAM MANAGEMENT • Axon Device Manager • Configurability • Managed LTE AXON NETWORK INTEGRATIONS • Multi-cam playback, Cases, Review mode and more in Axon Evidence • Video dictation & Transcription Page 477 of 650 AXON ACTION BASED SIGNAL TECHNOLOGY Axon Signal Sidearm • Signal Officer Based Taser 7 • Signal Sidearm • Signal Car Based Light Bar • Speed • Gun lock • Crash • Driver's door Page 478 of 650 AXON RESPOND FOR DEVICES SITUATIONAL AWARENESS FOR MAXIMUM OFFICER SAFETY SENDS HELP WHEN IT' S NEEDED MAINTAINS VISIBILITY WITH ALERTS , LIVE MAPS AND STREAMING ALLOWS FOR QUICK ACCESS AND REAL TIME INFORMATION SHARING Page 479 of 650 AXON RESPOND FOR DEVICES (WORKFLOW) 1 • C A ,11 1 //01 //02 //03 Officer begins recording Supervisor opens Respond Officer ends the recording. tab in Axon Evidence on Livestream ends. his/her computer, clicks on (Alternatively, supervisor can exit the livestream at any time without ending the officer's marker on the live recording.) map, and begins livestreaming. Officer notified via feedback on the device Page 480 of 650 AXO N oil, i ��erloo� AXON F r Page 4• 650 FLEET 3 INTEGRATED ALPR ENABLE THE ENTIRE PATROL FLEET ' TO SAFELY POLICE THE COMMUNITY 29 019 8X more plate reads for the same spend Full-featured ALPR without new equipment Page 482 of 650 AXON SIGNAL NEVER MISS A CRITICAL MOMENT Senses a variety of inputs to start Axon camera recordings Configurable per your agency policy No separate hardware Sends alerts & notifications to Axon Respond Page 483 of 650 AXON NETWORK CONNECTED DIRECT UPLOAD TO AXON EVIDENCE BWC PAIRING TWO-OFFICER WORKFLOW MULTI-CAM PLAYBACK VIDEO RECALL Page 484 of 650 eMOO� r' AXON Vi NC THE DEMS FOR THE DEMANDS OF MODERN POLICING Page 485of 650 AXON EVIDENCE WORKFLOW COLLECT INGEST MANAGE REVIEW SHARE Capture evidence Ingest data from Store and search Review, redact, Share with the in the field varying sources your evidence annotate evidence court Page 486 of 650 COMPLETE YOUR CASE EFFICIENT REVIEW AND CASE BUILDING REDACTION ASSISTANT MOBILE EVIDENCE APP SIMPLE SHARING AUTOMATED TRANSCRIPTION Page 487 of 650 I I ;: erloo r r Y� � i _ oil • , l�T1I���' l AI AXON BODY 3 !oo RESPOND 0 ARM with Geo-location and Livestreaming FOR - • Includes Citizen for Communities,EVIDENCE '' Performance, Redaction Assistant, Auto- tagging, Cases AXON Includes unlimited access to full content VR TRAINING library • • Includes unlimited on-demand transcription TRANSCRIBE minutes Page of 650 Annual Program Expense • Year 1 $224,271.13 • Year 2 $407,765.70 • Year 3 $430,702.52 • Year 4 $430,702.52 • Year 5 $430,702.52 • Year 6 $430,702.52 • Year 7 $430,702.52 • Year 8 $430,702.52 • Year 9 $430,702.52 • Year 10 $430,702.52 Total $4,077,656.96 Page 490 of 650 Program Financing Proposal4;ip Source of Funding for Axon Cameras, Tasers, and Digital Evidence Management System: • Current GATSO Camera Systems: 13 • Annual Total Income from GATSO calendar year 20: $556,,038 • Additional traffic cameras being added in 2021: 10-12 • Additional projected GATSO revenue in 2021: $4271500-$513,.000 • Total future projected annual GATSO revenue: $983,538-$1.07 mil Page 491 of 650 Program FinancingProposal Source of Funding for Axon Cameras, Tasers, and Digital Evidence Management System: - Deposit 60% of all annual revenue into the General Fund. - Authorize use of 40% of ongoing GATSO revenue to fund this project. - Projected funding required to execute Axon Project: Yr-1 $224,271.13 Yr-2 $407,765.70 Years 3-10 $430,702.52 - Alternative(s): funding via bond or in budget. Page 492 of 650 #1 #2 #3 VENDOR CURRENT PROGRAM Axon Watchguard SafeFleet BWC Quantity 135 135 135 135 In Car Camera Quantity 34 34 34 34 Taser Quantity 141 135 135 135 HARDWARE COMPONENTS BWC(Upfront Cost Per User) Body Camera Included in pricing proposal Included in pricing proposal Included in pricing proposal BWC Mount Included in pricing proposal Included in pricing proposal Included in pricing proposal Dock(Per User Slot) Included in pricing proposal Included in pricing proposal Included in price proposal(See Bay Dock Pricing* Dock Wall Mount BWC Included in pricing proposal Included in pricing proposal Included in pricing proposal Signal Sidearm Holster Mounts Included in pricing proposal NA NA HARDWARE COMPONENTS TASER(Bundle Per User/Per Month)-All provided by Axon TASER 7 CEW Included in pricing proposal Included in pricing proposalIncluded in pricing proposal TASER 7 Battery Packs(Includes Signal to turn on Axon Included in pricing proposal camera) TASER 7 Holsters Included in pricing proposal Included in pricing proposal Included in pricing proposal TASER 7 Docks&Wall Mounts Included in pricing proposal Included in pricing proposal Included in pricing proposal Annual Cartridge Delivery Included in pricing proposal Included in pricing proposal Included in pricing proposal Duty Cartridge Replenishment Plan Included in pricing proposal Included in pricing proposal Included in pricing proposal TASER 7 Conductive Target Included in pricing proposal Included in pricing proposal Included in pricing proposal Hook-and-Loop Training Suit Included in pricing proposal Included in pricing proposal Included in pricing proposal Oculus Go VR Headset Included in pricing proposal Included in pricing proposal Included in pricing proposal TASER 7 Instructor Course Voucher Included in pricing proposal Included in pricing proposal Included in pricing proposal TASER 7 Master Instructor Course Voucher Included in pricing proposal Included in pricing proposal Included in pricing proposal Taser X26P(90 Out of Useful Life) ✓ Taser X26P Battery ✓ HARDWARE COMPONENTS IN CAR CAMERAS Fleet System Cameras and Install Included in pricing proposal Customer providing Included in pricing proposal Router Included in pricing proposal Customer providing cellular Included in pricing proposal router Antenna Included in pricing proposal Customer providing cellular Included in pricing proposal antenna. SOFTWARE COMPONENTS(Cost Per User/Per Month) DEM/Unlimited Storage/TechnologyAssurance Plan Included in pricing proposal Included in pricing proposal Included in pricing proposal WiFi streaming(uses the car's cellular router as a hotspot) available in the first half of 2021. LTE streaming coming with the next version of V300, Live Streaming Included in pricing proposal likely available in early 2022. NA The department would get this version with the first refresh that this camera is available(SIM card and cell plan not provided). Live streaming is quoted in the VaaS Quote. Real time location likely available when streaming is made available in June 2021 (with use of cellular router). Historical GPS location,along BWC GPS Included in pricing proposal with historical ma in ,is Included in pricing proposal pp g available now once the video has been uploaded to EL.com. Included as part of Live Streaming. Common searches can be saved, saving supervisors the time of recreating the same or similar searches.Automatic Performance Included in pricing proposal randomizing of video results not NA yet enabled,but is part of the roadmap.Auto Randomizing will simply be an update to the backend platform with no added feature cost. Page 493 of 650 This is available with Motorola- owned CAD systems for no charge.For non-Motorola CAD CAD Meta Data Auto Tagging Included in pricing proposal systems,addition of event They have an Open API category auto-tagging for 169 devices included in the VaaS Quote. Oculus Go Training Content Access Included in pricing proposal Included in pricing proposal Included in pricing proposal Taser 7 Online Training Content Access Included in pricing proposal Included in pricing proposal Included in pricing proposal By the end of June 2021,this will be built-in feature of the backend management program as a built-in feature. If the customer prefers,our Enterprise,Single PC or Built-in Redaction Assistant Included in pricing proposal versions are quoted in the VaaS 1 Seat License-No cost Quote(separate PC not included,but can be added if that option is chosen;specs for that PC available if the customer chooses to supply it)for each concurrent-user license(one quoted). RATF can retrieve video(and audio if the department so chooses to enable for all BWC) when there is no manual or automatic activation of an active recording(Incident Recovery will do this,as well). Signal Sidearm Included in pricing proposal The cameras are not reliant on NA triggers or manual activation when this feature is enabled. Other body cameras and the in- car system associated with those body cameras can be activated by each other. https://watchguardvideo.com/s oftwa re/record-after-the-fact Citizen for Communities Included in pricing proposal Q2 of 2021/No additional NA charge. 3rd Party Storage&Migration Included in pricing proposal Included in pricing proposal Need Details Transcription Included in pricing proposal Q2 of 2021/No additional NA charge. In Car Software Included in pricing proposal Included in pricing proposal Included in pricing proposal Available with the use of the front-facing camera(68°lens on the turret)as the scanning device for stopped vehicles included in the VaaS Quote. Subscription to Vigilant LEARN Automatic License Plate Reader(In Car) Included in pricing proposal nationwide commercial Pending Q2-2021 database(27B scans,the largest in the industry)quoted in VaaS.Also,One reaper,external fast speed camera quoted in the Was Quote and refreshed at month 60. Currently called WatchCommander,but not availble with EL.com yet.This In Car Live Streaming Included in pricing proposal NA ,,,ill be available in June 2021 with EL.com. Included in the VaaS Quote. Page 494 of 650 Real time location likely available when streaming is made available in June 2021 (with use of cellular router). along In Car GPS Included in pricing proposal Historical GPS location, Included in pricing proposal with historical mapping,is available now once the video has been uploaded to EL.com. Included in the cost of live Streaming. Ability to upload video from the BWC and the In Car Included in pricing proposal Included in pricing proposal Included in pricing proposal system to the cloud Transcription-ability for officer to dictate report into Included in pricing proposal Included in pricing proposal NA the BWC and have the software create a report Prosecutor Portal-the ability of a prosecutor's office to login and see(only)the evidence that's been shared Included in pricing proposal Included in pricing proposal Included in pricing proposal with them(NOT access to the department's full database) INSTALLATION&TRAINING SERVICES Yes,PLUS FREE online video (1)Full Service Package Software Included in pricing proposal training ongoing for new hireIncluded in pricing proposal and refresher training as needed. (1)Full Service Package CEW's Included in pricing proposal NA NA Various levels of support throughout MSI/WatchGuard. Sr Acct Exec(Kenny James), Inside Sales(Davin Perkins), Customer Service(24/7/365), Customer success Manager Throughout Contract Included in pricing proposal Various MSI Account follow-up $0 reps. No charge. Premiere service available with a dedicated Customer Service rep is available for$25K per year (typiclly very large agencies use this) WARRANTY This is a step up with WG because the No Fault coverage level has been quoted,which Ten-Year(2 5-year)BWC Warranty Included in pricing proposal also covers damage and comes Included in pricing proposal with unlimited replacement of damaged or defective cameras throughout the entire ten years. Ten-Year(2-5 Year)Taser Warranty-from Axon Included in pricing proposal Included in pricing proposal Included in pricing proposal With our VaaS not only are the in-car systems covered,but they are also upgraded to our No Ten-Year(2 5-year)In Car Camera Warranty Included in pricing proposal Fault level of coverage,which Included in pricing proposal covers damage and comes with unlimited replacements just like the BWC No Fault. Taser Upgrade at 60 Months-from Axon Included in pricing proposal Included in pricing proposal Included in pricing proposal In Car Camera Upgrades at 12,60 and 120 months Included in pricing proposal Included in pricing proposal Includes one 60-Month Replacement/Upgrade BWC&Dock Upgrades at 30,60,90,and 120 months Included in pricing proposal Included in pricing proposal Includes replacement/upgrade every 24 months J Annual Cost Breakdowns YEAR 1 PAYMENT $457,166.00 $217,981.00 $611,715.00 YEAR 2 PAYMENT $402,348.86 $217,981.00 $265,440.00 YEAR 3 PAYMENT $371,708.06 $217,981.00 $265,440.00 YEAR 4PAYMENT $371,708.06 $217,981.00 $265,440.00 YEAR 5 PAYMENT $371,708.06 $217,981.00 $265,440.00 YEAR 6 PAYMENT $402,137.22 $217,981.00 $265,440.00 YEAR 7 PAYMENT $411,097.17 $217,981.00 $265,440.00 YEAR 8 PAYMENT $420,327.12 $217,981.00 $265,440.00 YEAR 9 PAYMENT $429,832.47 $217,981.00 $265,440.00 Page 495 of 650 YEAR 10 PAYMENT $439,624.02 $217,981.00 $265,440.00 PROGRAM COST(10yrs) $4,077,657.04 $2,179,810.00 $3,000,675.00 TASER COST (includes Taser Costs) $ 1,012,500.00 $ 1,012,500.00 TOTAL COST $ 4,077,657.04 $3,192,310.00 $4,013,175.00 Note: No price escalation AND Prices per product are years 1-5; this pricing extended for the Pricing Years 6-10 include 3%escalation next contract term,years 11-15, annually at the same price levels as years 1-10. Page 496 of 650 AXON Waterloo • De • pr AXON SALES REPRESENTATIVE Dean Cunningham dcunningham@axon.com ISSUED 1/25/2021 Q-282808-44221.977 D C 1 Page 497 of 650 Q-282808-44221.977 D C Issued: Axon Enterprise, Inc. y Quote Expiration: 03/15/2021 17800 N 85th St. Account Number: 128219 Scottsdale,Arizona 85255 Payment Terms:Net 30 United States Delivery Method: Fedex-Ground Phone:(800)978-2737 SALES REPRESENTATIVE Dean Cunningham SHIP TO BILL TO Phone: Joel Fitzgerald Waterloo Police Dept. - IA Email:dcunningham@axon.com Waterloo Police Dept. - IA 715 Mulberry St. Fax: 715 Mulberry St. Waterloo, IA 50703 PRIMARY CONTACT Waterloo, IA 50703 US Joel Fitzgerald US Phone: (319)291-4339 Email:fitzgeraldj@waterloopolice.com Year 1 -OSP 7+ Premium Item Description Term Quantity List Unit (Months) Price Net Unit Price Total (USD) Axon Plans &Packages 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 60 9 0.00 0.00 0.00 73746 PROFESSIONAL EVIDENCE.COM LICENSE 60 3 0.00 0.00 0.00 73687 EVIDENCE.COM VIEWER LICENSE 60 4 0.00 0.00 0.00 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 120 2 0.00 0.00 0.00 73746 PROFESSIONAL EVIDENCE.COM LICENSE 120 135 0.00 0.00 0.00 73686 EVIDENCE.COM UNLIMITED AXON DEVICE 120 135 0.00 0.00 0.00 STORAGE 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 120 4,050 0.00 0.00 0.00 73680 RESPOND DEVICE PLUS LICENSE 120 135 0.00 0.00 0.00 73681 AXON RECORDS FULL 120 135 0.00 0.00 0.00 73739 PERFORMANCE LICENSE 120 135 0.00 0.00 0.00 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 120 135 0.00 0.00 0.00 20246 TASER 7 DUTY CARTRIDGE REPLACEMENT 120 135 0.00 0.00 0.00 ACCESS LICENSE 85760 AUTO-TRANSCRIBE ON DEMAND SERVICE 120 135 0.00 0.00 0.00 73618 CITIZEN FOR COMMUNITIES USER ACCESS 120 135 0.00 0.00 0.00 LICENSE Q-282808-44221.977 DC 2 Pa Protect Year 1 -OSP 7+ Premium (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Axon Plans&Packages(Continued) 73478 REDACTION ASSISTANT USER ACCESS 120 135 0.00 0.00 0.00 LICENSE 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 120 135 0.00 0.00 0.00 73687 EVIDENCE.COM VIEWER LICENSE 120 1 0.00 0.00 0.00 73682 AUTO TAGGING LICENSE 120 135 0.00 0.00 0.00 80223 INACTIVE CHANNEL ACCESS LICENSE 120 1 0.00 0.00 0.00 Hardware 20160 TASER 7 HOLSTER-SAFARILAND, 135 0.00 0.00 0.00 RH+CART CARRIER 75015 SIGNAL SIDEARM KIT 135 0.00 0.00 0.00 20050 HOOK-AND-LOOP TRAINING (HALT)SUIT 2 0.00 0.00 0.00 20008 TASER 7 HANDLE,YLW,HIGH VISIBILITY 135 0.00 0.00 0.00 (GREEN LASER), CLASS 3R 20034 TASER 7 10 YEAR HANDLE WARRANTY 135 0.00 0.00 0.00 73202 AXON BODY 3- NA10 135 699.00 0.00 0.00 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 405 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 405 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS 71044 BATTERY, SIGNAL SIDEARM, CR2430 270 0.00 0.00 0.00 SINGLE PACK 22179 TASER 7 INERT CARTRIDGE, STANDOFF 50 0.00 0.00 0.00 (3.5-DEGREE) NS 22181 TASER 7 INERT CARTRIDGE, CLOSE 50 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS 70033 WALL MOUNT BRACKET, ASSY, 17 43.90 0.00 0.00 EVIDENCE.COM DOCK 74210 AXON BODY 3-8 BAY DOCK 17 1,495.00 0.00 0.00 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 270 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 270 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) 270 0.00 0.00 0.00 CARTRIDGE, STANDOFF NS 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) 270 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART NS 20018 TASER 7 BATTERY PACK, TACTICAL 162 0.00 0.00 0.00 20035 TASER 7 10 YEAR BATTERY WARRANTY 162 0.00 0.00 0.00 20036 TASER 7 10 YEAR DOCK WARRANTY 2 0.00 0.00 0.00 70033 WALL MOUNT BRACKET, ASSY, 2 0.00 0.00 0.00 EVIDENCE.COM DOCK Q-282808-44221.977 DC Protect Life. 3 Pa Year 1 -OSP 7+ Premium (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Hardware(Continued) 74200 TASER 7 6-BAY DOCK AND CORE 2 0.00 0.00 0.00 80090 TARGET FRAME, PROFESSIONAL, 27.5 IN.X 1 0.00 0.00 0.00 75 IN., TASER 7 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 135 0.00 0.00 0.00 11507 MOLLE MOUNT, SINGLE,AXON RAPIDLOCK 148 0.00 0.00 0.00 Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 467.79 1,403.37 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73943 OFFICER SAFETY PLAN 7+ PREMIUM 10 YR 120 135 0.00 0.00 0.00 BUNDLE HEADER 73995 OFFICER SAFETY PLAN 7+ PREMIUM 10Y 12 135 2,868.00 1,454.01 196,291.35 PAYMENT Y1-5 20270 HTC FOCUS+VIRTUAL REALITY HEADSET 6 999.00 0.00 0.00 20271 AXON VR CONTROLLER KIT 2 0.00 0.00 0.00 73827 AB3 CAMERA TAP WARRANTY 120 135 0.00 0.00 0.00 73828 AB3 8 BAY DOCK TAP WARRANTY 120 17 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 80087 TASER 7 TARGET, CONDUCTIVE, 1 0.00 0.00 0.00 PROFESSIONAL(RUGGEDIZED) 71019 NORTH AMER POWER CORD FOR AB3 8- 17 0.00 0.00 0.00 BAY,AB2 1-BAY/6-BAY DOCK 80190 Evidence.com Channel Services 1 0.00 0.00 0.00 Services 85055 AXON FULL SERVICE 1 17,000.00 0.00 0.00 85168 CEW FULL SERVICE WITH INSTRUCTOR 1 17,000.00 0.00 0.00 TRAINING 20386 VIRTUAL REALITY TRAINING (101-150) 120 1 0.00 0.00 0.00 LICENSE Q-282808-44221.977 DC 4 Pa Protect Year 1 -OSP 7+ Premium (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Services(Continued) 79999 AUTO TAGGING/PERFORMANCE 1 0.00 0.00 0.00 IMPLEMENTATION SERVICE Subtotal 197,934.72 Estimated 0.00 Shipping Estimated Tax 0.00 Total 197,934.72 Year 1 - Fleet 2 New Users Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Hardware 71088 AXON FLEET 2 KIT 34 1,560.00 0.00 0.00 80214 FLEET EVIDENCE.COM UNLIMITED 12 34 0.00 0.00 0.00 STORAGE 80215 FLEET EVIDENCE.COM UNLIMITED 12 34 408.00 408.00 13,872.00 STORAGE PAYMENT 71210 FLEET DOOR TRIGGER HARDWARE, US 34 18.60 18.60 632.40 74110 CABLE, CAT6 ETHERNET 25 FT, FLEET 34 15.00 0.00 0.00 Other 87050 FLEET VIEW XL ACCESS LICENSE 12 34 0.00 0.00 0.00 87051 FLEET VIEW XL LICENSE PAYMENT 12 34 348.00 348.00 11,832.00 Services 74063 STANDARD FLEET INSTALLATION (PER 34 1,200.00 0.00 0.00 VEHICLE) Subtotal 26,336.40 Estimated Tax 0.00 Total 26,336.40 Spares -OSP7 Premium+ & Fleet 2 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Hardware 71088 AXON FLEET 2 KIT 2 1,560.00 0.00 0.00 73202 AXON BODY 3- NA10 4 0.00 0.00 0.00 20008 TASER 7 HANDLE,YLW,HIGH VISIBILITY 4 0.00 0.00 0.00 (GREEN LASER), CLASS 3R 20034 TASER 7 10 YEAR HANDLE WARRANTY 4 0.00 0.00 0.00 11507 MOLLE MOUNT, SINGLE,AXON RAPIDLOCK 4 0.00 0.00 0.00 Q-282808-44221.977 DC Protect Life. 5 Pa Spares -OSP7 Premium+ & Fleet 2 (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Hardware(Continued) 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 4 0.00 0.00 0.00 Other 73827 AB3 CAMERA TAP WARRANTY 120 4 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 1 -Trade in Credit Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other 20104 TASER 7 TRADE-IN UPFRONT PURCHASE 133 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 - Fleet 3 Deployment Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Axon Plans&Packages 80410 FLEET, EVIDENCE LICENSE, 1 CAMERA 48 68 0.00 0.00 0.00 STORAGE,ACCESS 80400 FLEET,VEHICLE LICENSE,ACCESS 48 34 0.00 0.00 0.00 80401 FLEET 3,ALPR LICENSE, 1 CAMERA, 48 34 0.00 0.00 0.00 ACCESS 80402 RESPOND DEVICE LICENSE- FLEET 3- 48 34 0.00 0.00 0.00 ACCESS Hardware 72036 FLEET 3 STANDARD 2 CAMERA KIT 34 0.00 0.00 0.00 72034 FLEET SIM 34 0.00 0.00 0.00 71210 FLEET DOOR TRIGGER HARDWARE, US 34 18.60 18.60 632.40 Other 80425 TAP, FLEET 3, 2 CAMERA KIT, 1 REFRESH 34 0.00 0.00 0.00 ACCESS 80459 FLEET 3 ADVANCED BUNDLE WITH TAP 12 34 2,496.00 1,556.17 52,909.78 PAYMENT 80462 FLEET 3 ADVANCED BUNDLE WITH TAP 12 34 1,296.00 1,052.00 35,768.00 TRUE UP Q-282808-44221.977 DC Protect 6 Pa Year 2 - Fleet 3 Deployment (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Services 74063 STANDARD FLEET INSTALLATION (PER 34 0.00 0.00 0.00 VEHICLE) Subtotal 89,310.18 Estimated Tax 0.00 Total 89,310.18 Year 2 -Spares - Fleet 3 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Hardware 72036 FLEET 3 STANDARD 2 CAMERA KIT 2 2,405.00 0.001 0.00 Other 80425 TAP, FLEET 3, 2 CAMERA KIT, 1 REFRESH 1 0.00 0.00 0.00 ACCESS Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 270 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 270 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 468.00 1,404.00 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73995 OFFICER SAFETY PLAN 7+ PREMIUM 10Y 12 135 2,868.00 2,346.76 316,812.60 PAYMENT Y1-5 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER Subtotal 318,456.60 Estimated Tax 0.00 Total 318,456.60 Q-282808-44221.977 DC Protect Life. 7 Pa Year 3 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 270 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 270 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) 270 0.00 0.00 0.00 CARTRIDGE, STANDOFF NS 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) 270 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART NS Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 15,098.22 45,294.66 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73309 AXON CAMERA REFRESH ONE 135 0.00 0.00 0.00 73995 OFFICER SAFETY PLAN 7+ PREMIUM 10Y 12 135 2,868.00 2,424.00 327,240.00 PAYMENT Y1-5 73689 MULTI-BAY BWC DOCK 1ST REFRESH 17 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 73309 AXON CAMERA REFRESH ONE 4 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 80459 FLEET 3 ADVANCED BUNDLE WITH TAP 12 34 2,496.00 1,703.76 57,927.84 PAYMENT Subtotal 430,702.50 Estimated Tax 0.00 Total 430,702.50 Year 4 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 270 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 270 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS Q-282808-44221.977 DC Protect 8 Pa Year 4 (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 15,098.22 45,294.66 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73995 OFFICER SAFETY PLAN 7+ PREMIUM 10Y 12 135 2,868.00 2,424.00 327,240.00 PAYMENT Y1-5 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 80459 FLEET 3 ADVANCED BUNDLE WITH TAP 12 34 2,496.00 1,703.76 57,927.84 PAYMENT Subtotal 430,702.50 Estimated Tax 0.00 Total 430,702.50 Year 5 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 270 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 270 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 15,098.22 45,294.66 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73310 AXON CAMERA REFRESH TWO 135 0.00 0.00 0.00 73995 OFFICER SAFETY PLAN 7+ PREMIUM 10Y 12 135 2,868.00 2,424.00 327,240.00 PAYMENT Y1-5 73688 MULTI-BAY BWC DOCK 2ND REFRESH 17 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 73310 AXON CAMERA REFRESH TWO 4 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER Q-282808-44221.977 DC Protect Life. 9 Pa Year 5 (Continued) Item Description Term Quantity List Unit (Months) Price Net Unit Price Total (USD) Other(Continued) 80459 FLEET 3 ADVANCED BUNDLE WITH TAP 12 34 2,496.00 1,703.75 57,927.50 PAYMENT Subtotal 430,702.16 Estimated Tax 0.00 Total 430,702.16 Year 6 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Axon Plans&Packages 73683 10 GB EVIDENCE.COM A-LA-CART 60 9 0.00 0.00 0.00 STORAGE 73746 PROFESSIONAL EVIDENCE.COM LICENSE 60 3 0.00 0.00 0.00 73687 EVIDENCE.COM VIEWER LICENSE 60 4 0.00 0.00 0.00 20242 TASER CERTIFICATION PROGRAM YEAR 6- 60 135 0.00 0.00 0.00 10 ACCESS 80410 FLEET, EVIDENCE LICENSE, 1 CAMERA 60 68 0.00 0.00 0.00 STORAGE, ACCESS 80400 FLEET,VEHICLE LICENSE,ACCESS 60 34 0.00 0.00 0.00 80401 FLEET 3,ALPR LICENSE, 1 CAMERA, 60 34 0.00 0.00 0.00 ACCESS 80402 RESPOND DEVICE LICENSE- FLEET 3- 12 34 0.00 0.00 0.00 ACCESS Hardware 71210 FLEET DOOR TRIGGER HARDWARE, US 34 18.60 0.00 0.00 Other ' 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 10,407.70 31,223.10 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73964 OFFICER SAFETY PLAN 7+ PREMIUM 12 135 2,954.04 2,510.04 338,855.40 PAYMENT Y6 80471 FLEET 3 ADVANCED RENEWAL WITH TAP 60 34 0.00 0.00 0.00 80425 TAP, FLEET 3, 2 CAMERA KIT, 1 REFRESH 34 0.00 0.00 0.00 ACCESS 80474 FLEET 3 ADVANCED RENEWAL WITH TAP 12 34 1,776.00 1,776.00 60,384.00 PAYMENT 72040 FLEET REFRESH, 2 CAMERA KIT 34 0.00 0.00 0.00 Q-282808-44221.977 DC Protect 10 Pa Year 6 (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Services 74063 STANDARD FLEET INSTALLATION (PER 34 1,200.00 0.00 0.00 VEHICLE) Subtotal 430,702.50 Estimated Tax 0.00 Total 430,702.50 Spares Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Hardware 72036 FLEET 3 STANDARD 2 CAMERA KIT 1 2,405.00 0.001 0.00 Other 80425 TAP, FLEET 3, 2 CAMERA KIT, 1 REFRESH 1 0.00 0.00 0.00 ACCESS Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 7 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 6,417.10 19,251.30 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73965 OFFICER SAFETY PLAN 7+ PREMIUM 12 135 3,042.72 2,598.72 350,827.20 PAYMENT Y7 80474 FLEET 3 ADVANCED RENEWAL WITH TAP 12 34 1,776.00 1,776.00 60,384.00 PAYMENT Subtotal 430,702.50 Estimated Tax 0.00 Total 430,702.50 Year 8 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 2,313.10 6,939.30 PAYMENT Q-282808-44221.977 DC Protect Life. 11 Pa Year 8 (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other(Continued) 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73345 AXON CAMERA REFRESH THREE 135 0.00 0.00 0.00 73966 OFFICER SAFETY PLAN 7+ PREMIUM 12 135 3,133.92 2,689.92 363,139.20 PAYMENT Y8 73347 MULTI-BAY BWC DOCK 3RD REFRESH 17 0.00 0.00 0.00 73345 AXON CAMERA REFRESH THREE 4 0.00 0.00 0.00 80474 FLEET 3 ADVANCED RENEWAL WITH TAP 12 34 1,776.00 1,776.00 60,384.00 PAYMENT Subtotal 430,702.50 Estimated Tax 0.00 Total 430,702.50 Year 9 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 468.00 1,404.00 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73967 OFFICER SAFETY PLAN 7+ PREMIUM 12 135 3,228.00 2,730.92 368,674.20 PAYMENT Y9 80474 FLEET 3 ADVANCED RENEWAL WITH TAP 12 34 1,776.00 1,776.00 60,384.00 PAYMENT Subtotal 430,702.20 Estimated Tax 0.00 Total 430,702.20 Year 10 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 3 468.00 468.00 1,404.00 PAYMENT 73834 EVIDENCE.COM VIEWER LICENSE 12 4 60.00 60.00 240.00 PAYMENT 73346 AXON CAMERA REFRESH FOUR 135 0.00 0.00 0.00 73968 OFFICER SAFETY PLAN 7+ PREMIUM 12 135 3,324.84 2,730.92 368,674.20 PAYMENT Y10 73348 MULTI-BAY BWC DOCK 4TH REFRESH 17 0.00 0.00 0.00 Q-282808-44221.977 DC Protect 12 Pa Year 10 (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other(Continued) 73346 AXON CAMERA REFRESH FOUR 4 0.00 0.00 0.00 80474 FLEET 3 ADVANCED RENEWAL WITH TAP 12 34 1,776.00 1,776.00 60,384.00 PAYMENT Subtotal 430,702.20 Estimated Tax 0.00 Total 430,702.20 Grand Total 4,077,656.96 Q-282808-44221.977 DC Protect Life. 13 Pa � AXON Discounts (USD) Quote Expiration:03/15/2021 List Amount 5,088,661 .70 Discounts 1 ,011 ,004.74 Total 4,077,656.96 *Total excludes applicable taxes Summary of Payments Payment Amount (USD) Year 1 - OSP 7+ Premium 197,934.72 Year 1 - Fleet 2 New Users 26,336.40 Spares - OSP7 Premium+ & Fleet 2 0.00 Year 1 - Trade in Credit 0.00 Year 2 - Fleet 3 Deployment 89,310.18 Year 2 - Spares - Fleet 3 0.00 Year 2 318,456.60 Year 3 430,702.50 Year 4 430,702.50 Year 5 430,702.16 Q-282808-44221.977 DC Protect Life. 14 Pa AXON Summary of Payments (Continued) Payment Amount (USD) Year 6 430,702.50 Spares 0.00 Year 7 430,702.50 Year 8 430,702.50 Year 9 430,702.20 Year 10 430,702.20 Grand Total 4,077,656.96 Q-282808-44221.977 DC Protect Life. 15 Pa Notes The parties agree that Axon is granting a credit of$27,930.00(applied to Year 1 OSP7+Premium Payment Line)for trade-in of CEW hardware.This credit is based on a ship date range of 3/15/2021-3/31/2021, resulting in a 4/15/2021 contract start date.Any change in this ship date and resulting contract start date will result in modification of this credit value which may result in additional fees due to or from Axon. The agency is qualified in Year 6 to receive the next generation of the Taser Program,if such program is generally available,on a like kind basis to the Taser 7 Certification Program. Sourcewell Contract#010720-AXN used for pricing and purchasing justification Purchase of TASER 7 are governed by the TASER 7 Agreement located at https://www.axon.com/legal/sales-terms-and-conditions and not the Master Services and Purchasing Agreement referenced below. Tax is subject to change at order processing with valid exemption. Axon's Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work(SOW)for Axon Fleet and/or Axon Interview Room purchase,if applicable.Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below,you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity(including but not limited to the company,municipality,or government agency for whom you work),you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Signature: Date: Name(Print): Title: PO# (Or write N/A): Please sign and email to Dean Cunningham at dcunningham@axon.com or fax to Thank you for being a valued Axon customer.For your convenience on your next order, please check out our online store buv.axon.com The trademarks referenced above are the property of their respective owners. ***Axon Internal Use Only*** SFDC Contract#: Order Type: RMA#: Address Used: Review 1 Review 2 SO#: Comments: Q-282808-44221.977 DC Protect Life. 16 Pa AXON Waterloo Police Dept. - IA ATTENTION This order may qualify for freight shipping, please fill out the following information. What is the contact name and phone number for this shipment? What are your receiving hours? (Monday-Friday) Is a dock available for this incoming shipment? Are there any delivery restrictions? (no box trucks, etc.) Q-282808-44221.977 DC Protect Life. 17 Pa CITY OF WATERLOO Council Communication Request by the City of Waterloo to vacate approximately 1.70 acres of excess right-of-way, with the retention of a utility easement, and conveying excess right-of-way to M.T. Co., LLC, for property located south of 3470 West Airline Highway. City Council Meeting:2/15/2021 Prepared:2/8/2021 ATTACHMENTS: Description Type ❑ Report Backup Material ❑ Exchange Agreement Backup Material 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, and recommendation of approval of the Planning Programming and Zoning Commission. Motion to receive, file, consider and pass for the first time an ordinance approving a request by the City of Waterloo to vacate approximately 1.70 SUBJECT: acres of excess right-of-way, with the retention of a utility easement, located south of 3470 West Airline Hi hwaX Motion to suspend the rules. Motion to consider and pass for the second and third times and adopt the ordinance. Resolution approving a Property Exchange Agreement with M.T. Co., LLC, to convey approximately 1.70 acres of city owned right-of-way, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Approval Transmitted is a request to vacate and convey approximately 1.70 acres of excess right-of-way to M.T. Co., LLC in accordance to a property exchange agreement, located south of 3470 West Airline Highway. The City worked with M.T. Co., LLC to obtain a sanitary/storm sewer easement on the west 60 feet of their property at 3470 West Airline Highway, and in exchange for that, the City would vacate the right-of-way to them. By M.T Co., LLC donating the easement to the City this allowed the extension of new sewers to serve the areas to the north and open up land to the west of the airport for new development potential. M.T. Co., LLC has signed a property exchange agreement with the city and that agreement will go before the City Council the same time when the vacation of the right-of-way is up Summary Statement: for vote. M.T. Co., LLC has already granted the city an easement as provided in the exchange agreement, for sewer extensions needed to serve Page 514 of 650 development potential on the south side of the airport. Research was done and the area in question was purchased by the Waterloo Airport Commission in 1943 to establish the airport and an easement was granted to the state in 1964 when Airline Highway used to be US Highway 20. Therefore, the original owner of the property before it was a highway was the City of Waterloo, so the land does not have to be offered back to the City. There are utilities in vacate area, including a public sanitary sewer and a utility easement shall be retained over, under and upon the entire area. Expenditure Required: None Source of Funds: N/A Policy Issue: City owned right-of-way This area of right-of-way is no longer needed for right-of-way purposes and Background Information: when vacated, it would allow the property owner to expand their vehicular use area, however, no permanent structures could be built in the vacated area due to the retention of the easement. Parcel"I" of Plat of Survey filed March 31, 2020 as Doc. No. 2020-16830 and more particularly described as: That part of the Southeast Quarter(SE 1/4) of Section Five(05), Township Eighty-nine North(T89N), Range Thirteen West(R13W) of the Fifth Principal Meridian, in the City of Waterloo, Black Hawk County, Iowa, described as follows: Commencing at the South Quarter(S 1/4)corner of aforesaid Section Five (05); thence N00°02'12"E Thirty-three and One Hundredths (33.01) feet along the West line of aforesaid Southeast Quarter(SE 1/4)to a line Thirty- three(33.00) feet North of and parallel to the South line of said Southeast Legal Descriptions: Quarter(SE 1/4) and to the point of beginning;thence continue NOO°02'12"E Ninety-three and Two Hundredths (93.02) feet still along said West line to a line One Hundred Twenty-six(126.00) feet North of and parallel to said South line; thence N88°56'14"E Seven Hundred Ninety-five and Thirty Hundredths (795.30)feet along said parallel line to the Southwest corner of Parcel"A", Misc. Book 297, Page 615 in the Black Hawk County Recorder's Office; thence SOI°04'25"E Ninety-two and Ninety-nine Hundredths (92.99) feet along the Southerly extension of the West line of said Parcel"A" to aforesaid line Thirty-three(33.00) feet North of and parallel to the South line of the Southeast Quarter(SE 1/4); thence S88°56'12"W Seven Hundred Ninety-seven and Eleven Hundredths (797.11) feet along said South line to the point of beginning containing 1.70 Acres, with the retention of a utility easement over, under and upon the entire area. Page 515 of 650 February 11,2020 REQUEST: Request by the City of Waterloo to vacate approximately 1 .70 acres of Airline Highway south of 3040 Airline Highway APPLICANT(S): City of Waterloo, 715 Mulberry Street, Waterloo, Iowa 50703 GENERAL Request by the City of Waterloo to vacate approximately 1.70 DESCRIPTION: acres of surplus right of way. IMPACT ON The request to vacate will not have an negative impact on the NEIGHBORHOOD & surrounding neighborhood. SURROUNDING LAND USE: VEHICULAR & The request to vacate would not appear to have a negative PEDESTRIAN impact on vehicular traffic in the area as the area to be TRAFFIC vacated is not needed as city right-of-way. CONDITIONS: RELATIONSHIP TO The nearest trail is located in George Wyth State Park which RECREATIONAL located south of US Highway 218 and there are no sidewalks TRAIL PLAN and in the area. COMPLETE STREETS POLICY. ZONING HISTORY The site is zoned "M-1" Light Industrial District and has been FOR SITE AND zoned as such since the adoption of the zoning ordinance in IMMEDIATE VICINITY: 1969. Neighboring land uses and zoning: North — Agricultural and the Waterloo Airport zoned "M-2,P" Planned Industrial District South — Industrial zoned "M-1" Light Industrial District. East — Industrial zoned "M-1,C-Z" Light Industrial Conditional Zoning District and "M-1" Light Industrial District. West —Industrial zoned "M-1" Light Industrial District. BUFFERS The request would not require any buffering by ordinance REQUIRED/ NEEDED: standards. DRAINAGE: The proposed vacate would not appear to have a negative impact on drainage. DEVELOPMENT Industrial buildings built between 1968 and 2019. HISTORY: FLOODPLAIN: This area is not located in a flood plain as indicated by the Flood Insurance Rate Map No. 1900025 0167F PUBLIC /OPEN Lincoln Elementary School is located 2.47 miles to the SPACES/ SCHOOLS: southeast, Central Middle School is located 3.26 miles to the south, and East High is located 4.67 miles to the southeast. The nearest open space is George Wyth State Park located to the south of US Highway 218. Vacate-Airline Highway Page 1 of 3 Page 516 of 650 February 11,2020 UTILITIES: WATER, There is a 12" Sanitary Sewer Line, water main, overhead SANITARY SEWER, electrical lines, and a possible gas line located in the section STORM SEWER, ETC. to be vacated therefore an easement will need to be maintained after the vacate. RELATIONSHIP TO The Future Land Use Map designates the area as Industrial, COMPREHENSIVE and this request would be in compliance with the Future Land LAND USE PLAN: Use Map and Comprehensive Plan. STAFF ANALYSIS — The city is requesting to vacate 1 .70 acres of Airline Highway ZONING right-of-way. A portion of the right-of-way was acquired when ORDINANCE: there was a proposal to add a frontage road to Airline Highway. Additional portions of the right-of-way to be vacated were for the possible expansion of Airline Highway when it was US Highway 20. There are utilities in the vacate area therefore an easement will need to be maintained over the vacate area. On December 4, 2018 the Planning, Programming and Zoning Commission voted to vacate 65,490 square feet of the right of way located immediately to the west of this vacate request. The vacate request was approved by the City Council on January 22, 2019 with Ordinance 5479. On December 3, 2019 the Planning, Programming and Zoning Commission voted to vacate 7,445 square feet of Airline Highway Right of way located just to the east of the December 4th, 2018 vacate. The vacate request was approved by the City Council on December 16, 2019 with Ordinance 5531. STAFF ANALYSIS — The applicant is not looking to subdivide the property. SUBDIVISION ORDINANCE: STAFF RECOMMENDATION: Therefore, staff recommends the request to vacate 2.12 acres of Airline Highway right-of-way located south of 3040 West Airline Highway be approved for the following reasons: 1. The request to vacate would not appear to have a negative impact on the surrounding area. 2. The request to vacate would not appear to have a negative impact on vehicular or pedestrian traffic in the area. 3. The area to be vacated is not needed for right-of-way. 4. The right-of-way to the east was previously vacated, and the area is not needed for right-of-way purposes. Vacate-Airline Highway Page 2 of 3 Page 517 of 650 February 11,2020 With the following conditions: 1. That an utility easement be maintained under, upon, and above the proposed vacate. Vacate-Airline Highway Page 3 of 3 Page 518 of 650 City of Waterloo Vacate Request 3470 West Airline Highway 1� t r I � n 4 Ilk tm r„r. rittR Ali IRLINE HWY Area to be Vacated F �x x- r �l rr-d< 1 "VIPTA CD W*N South of 3470 West Airline Highway E Vacate s City of Waterloo 250 125 0 250 Feet Page 519 of 650 Right-of-Way Vacate — 3470 West Airline is EAL" Looking west along West Airline Highway Looking west along Airline Highway from from driveway of 3470 West Airline Hwy. the driveway of 3470 West Airline Hwy. ,y Looking north at 3470 Airline Highway. Looking east from the driveway of 3470 West Airline Highway. Page 520 of 650 City of Waterloo Planning & Zoning Department 715 Mulberry Street,Waterloo,Iowa 50703 (319) 291-4366 ❑ Offer to Vacate and Purchase City Right-of-Way ❑ Request to Vacate Easement,Vacate Sidewalk,or Encroachment Agreement ❑ Sale of City-Owned Property Applicant: (fX1�1 gF (,),n-7^C Gress: `-?1'S M lJl.� $1 Phone No.: �[�-hof I- General Description of Property to Vacated(i.e.-alley between A St. &B St., South of C St.): Legal description of area to be conveyed,vacated, or encroached: 1. A non-refundable filing fee(s) shall be made as follows(checks payable to City of Waterloo): • Right-of-way vacation—One Hundred Seventy Five Dollar($175.00)Filing Fee • Easement or sidewalk vacation—Seventy Five Dollar($75.00)Filing Fee • Encroachment—One Hundred Dollar($100.00)Filling Fee • Sale of city-owned property not required to be vacated—No Fee • Any request not meeting the Sale of Property Policy—One Hundred Dollar($100.00)Fee 2. Offer Price*[Note: If the offer price meets the Sale of Property Policy(see attached)the request will not be required to be reviewed by the Building&Grounds Committee.] • Asking price(see attached Sale of Property Policy for how calculated): • Deductions • May decrease price by 50%for area located within an easement: • May decrease price for the City tax that will be collected on the land within 5 yrs(8 yrs inside of the CURA): • Costs(surveying&misc.,demolition,remove of curbs, etc): Asking price—Deductions=Value of Property: Offer Price for Entire Area: Note: The above information is a summary of the Sale of Property Policy(see attached). All requests to vacate and purchase City right-of-way must be accompanied by a signed"Intent to Vacate"form for each abutting property to the area to be vacated. Any request that fails to meet the Sale of Property Policy shall not be forwarded to the Building and Grounds Committee or City Council.Any such applicant shall need to request review to Building and Grounds through a City Council member. 3. Publication and Recording Fees*: At the time a buyer(s)has been selected, all publication costs and recording fees must be paid by the applicant. Applicant shall be responsible for collecting from other buyers. 4. Easement*: The following easement shall be retained: ( y-k cam!t12v- ))4-crt-Zd AeH-� 5. Other: Please provide sit plan n or aerial photo of the area to be vacated if the request involves additional as a reaso f r the request. Applicant Date *Not required for easement vacates sidewalk vacates or Encroachment Agreements Page 521 of 650 V I[S� I' I' PROPERTY EXCHANGE AGREEMENT This Property Exchange Agreement (the "Agreement") is made and entered into as of 2020 by and between M.T. Co., LLC ("MT") and the City of Waterloo, Iowa("City") s RECITALS A. MT is the owner of certain real property located within the City of Waterloo which is locally known as 3.470 W. Airline Highway, in which MT granted to City an easement for utilities (the "Easement"). The Easement was recorded October 8, r 2019 as Doc.No. 2020-6526. B. City is the owner of certain real property which MT desires to acquire and assemble f for business purposes (the "City Property"), which is excess road right of way abutting the MT Property on the south side, and legally described as set forth in Doc.No. 2020-16530. C. The parties desire to memorialize their agreement to exchange the City Property for the Easement,as contemplated when the Easement was granted. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises exchanged herein between the parties and for other consideration, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 1. Possession and Closing — City Property. If each party timely performs all obligations set forth in this Agreement, then MT shall receive possession of the City Property at Closing. "Closing" shall occur at the earliest practicable date within forty-five(45) days after approval of this Agreement by the Waterloo City Council, but in any event after the approval of title to the City Property by MT and satisfaction or waiver of contingencies, if any. At Closing, City shall convey fee simple title of the City Property to MT by quit claim deed,free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record;(b)general utility and right-of-way easements serving the City Property;and 3 (c)restrictions imposed by the City zoning ordinances and other applicable law. City shall prepare h an updated abstract of title at its own expense,for review by MT. Conveyance of the City Property Y shall be made in an"AS-IS"condition,other than as expressly set forth in this Agreement. 2. Easement in MT Property. The parties hereby confirm that MT has already granted the Easement to City. 3, Default. If either party shall default prior to the Closing in any of its respective obligations under this Agreement,the other party,by notice to such defaulting party specifying the nature of the default and the date on which this Agreement shall terminate(which date shall be not Iess than fourteen(14) days after the giving of such notice), may terminate this Agreement, and upon such date, unless the default so specified shall have been cured, this Agreement shall terminate. Each party shall also be entitled to exercise any other right or remedy available under Page 522 of 650 applicable law, and the prevailing party shall also be entitled to obtain judgment for its costs and reasonable attorneys' fees. 4. Costs and Expenses. Unless specifically provided to the contrary in this Agreement, each party shalt bear all cost and expense of any type or nature whatsoever resulting from or arising in connection with any action that is necessary or expedient for such party to perforin its duties as provided in this Agreement, and neither party shall have any claim or right of reimbursement or setoff against the other for any such cost or expense. 5. Cooperation. Each party agrees to cooperate in good faith with the other party in connection with the performance of the other party's obligations hereunder or matters otherwise contemplated hereby. 6. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight delivery service, or by United States registered or certified mail, postage prepaid,and addressed as follows: (a) if to City,at 715 Mulberry Street,Waterloo,Iowa 50703,Attention: Mayor, with copy to Community,Planning and Development Director. (b) if to MT, at 3470 W. Airline Highway, 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,or(iii)three (3)business days following the date of deposit if mailed by Unified States registered or certified mail, postage prepaid. A party may change the address for giving notice by any method set forth in this Section. 7. 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 its duly authorized representative, 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. S. 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 till 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. 9. 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 2 Page 523 of 650 be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. i 10. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors,assigns, and legal representatives. 11. Counterparts. This Agreement may be executed in one or more counterparts,each of which, including signed counterparts transmitted by facsimile or other electronic means, shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. i 12. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or i agreements,whether oral or written, with respect to the subject matter hereof IN WITNESS WHEREOF, the parties have executed this Property Exchange Agreement as of the date written above. M.T. CO., LLC CITY OF WATERLOO, IOWA i By. By: Title: Quentin Hart,Mayor Attest: j Kelley Felchle, City Clerk i i i i I 3 Page 524 of 650 CITY OF WATERLOO Council Communication Resolution approving a Memorandum of Understanding with Elevate Housing Foundation,AKA(CCBHC), to provide embedded Social Worker(s)to the Waterloo Police department. City Council Meeting:2/15/2021 Prepared: 1/28/2021 ATTACHMENTS: Description Type ❑ Elevate MOU/MOA Cover Memo Resolution approving a Memorandum of Understanding with Elevate SUBJECT: Housing Foundation,AKA(CCBHC), to provide embedded Social Worker(s)to the Waterloo Police department. Submitted by: Submitted By: Joe Leibold, Major Recommended Action: Approve the request and authorize the Mayor and Chief of Pohce to sign the MO U. This agreement will provide the Waterloo Police Department with embedded Summary Statement: CCBHC Social Worker(s)to enhance care coordination and delivery of services within Waterloo. Expenditure Required: None Source of Funds: No City Funds Required Policy Issue: None Alternative: None Page 525 of 650 MEMORANDUM OF AGREEMENT WATERLOO POLICE DESIGNATED COLLABORATION ORGANIZATION THIS AGREEMENT (the "Agreement"), is entered into on this date , 2021 by and between: Elevate Housing Foundation, a non-profit organization located at 604 Lafayette Street, Second Floor, Waterloo, Iowa 50703, hereby known as the "CCBHC", and; Waterloo Police, City of Waterloo, whose address is 715 Mulberry Street, Waterloo, Iowa 50703, (herby known as the "DCO Agency"); WHEREAS, the CCBHC desires to enter into an agreement for the effective care coordination and delivery of services within the Designated Collaboration Organization (DCO)Agency; NOW, THEREFORE, in consideration of the mutual covenants made by the parties, they agree to the following: Purpose To coordinate and provide needed services for Waterloo residents through the DCO Agency by embedding a CCBHC employee within the DCO Agency. The CCBHC embedded employee will be under the joint supervision of CCBHC and the DCO Agency. A Project Committee will be established with one designee from CCBHC, one designee from DCO and the Social Worker. The CCBHC embedded employee will deliver services under the same requirements as the CCBHC to the extent billable to third party reimbursement, at no cost to the DCO. DCO Agency encounters will be treated as CCBHC encounters and the DCO agency will support clinical fidelity to the services provided. Scope of Services The embedded CCBHC employee will be a social worker meeting the clinical criteria to provide Integrated Health Home services to individuals encountered within the scope of their work at the DCO. This will include screening, intake and assessment of individuals with behavioral health needs and connection or referral to identified behavioral health services. This may include direct engagement of community members while on patrol or called to community members in need of behavioral health assistance by the DCO Agency. Consultation, training, and assistance to the DCO Agency on behavioral health. Follow-up care coordination to community members referred by the DCO Agency. The embedded CCBHC social worker will also be charged with implementing the Elevate Next Steps to a New Beginning Program designed along the Sequential Intercept Model to divert or transition individuals from justice involvement. This will involve collaboration among the various elements of the justice system, CIT Officers, police, courts,jails, corrections, civil commitment, and reentry. 1 Page 526 of 650 MEMORANDUM OF AGREEMENT WATERLOO POLICE DESIGNATED COLLABORATION ORGANIZATION Barriers Both parties agree to adhere to Section 2402(a) of the Affordable Care Act (PL 111-148) Removal of Barriers to Providing Home and Community-Based Services: "Services must reflect person-and family-centered, recovery-oriented care; be respectful of the individual consumer's needs, preferences, and values; and ensure consumer involvement and self-direction of services. Services for children and youth should be family-centered, youth- guided and developmentally appropriate." Grievances CCBHC members receiving services from a DCO Agency will have access to the CCBHC's existing grievance procedures, in addition to any grievance procedure available under the DCO Agency. Training The CCBHC will coordinate as needed training including the DCO Agency Staff on cultural competence, person-centered and family-centered, recovery-oriented, evidence-based and trauma-informed care and primary care/behavioral health integration. The CCBHC will collaborate and support Crisis Intervention Training for law enforcement. Additional annual training focused on risk assessment, suicide prevention and suicide response; the roles of families and peers and other trainings as may be requested by the state or accrediting agencies. Care Coordination The DCO Agency will support services in accordance with CCBHC member's current treatment plan that is reasonable within the scope of the DCO Agency's duties of the embedded social worker. Health Information Technology The DCO Agency will be trained and enter into a HIPAA Business Agreement to protect any personal information they may inadvertently encounter as the result of the embedded social worker within their agency. The embedded social worker will have direct access to the CCBHC member's clinical record as allowed and established by confidentiality laws and policies of (HIPAA)(PL104-191), federal Substance Abuse Confidentiality Regulations, 42 Code of Federal Regulations (CFR) and other federal and state laws, including privacy requirements specific to the care of minors. Non-Confidential Records from the DCO Agency may be uploaded into the document storage of CCBHC's EHR system to ensure effective coordination of care and services. 2 Page 527 of 650 MEMORANDUM OF AGREEMENT WATERLOO POLICE DESIGNATED COLLABORATION ORGANIZATION CCBHC and its employees understand that the activities they witness are considered confidential under Iowa and federal laws. They will not be allowed to record any of the events witnessed. CCBHC and its employees agree not to release any confidential information to anyone. CCBHC and its employees understand that confidential information includes but is not limited to the names of victims, suspects, witnesses, officer activities and other duties as assigned. CCBHC and its employees understands that the imbedded employee may at times be required to provide testimony in cases of a criminal or civil nature, at the expense of the CCBHC. Whether or not directly or indirectly related to their duties and care coordination. Data Collection and Reporting DCO Agency agrees to collaborate with CCBHC in the collection of data as legally permissible. Elevate shall provide adequate consent, as appropriate, and obtain releases of information for each affected member. Payment CCBHC agrees to provide reimbursement of the embedded social worker's salary, benefits, and tools necessary to provide members with CCBHC behavioral health services for the period of SAMHSA CCBHC grant, April 30, 2022. CCBHC will bill third-party coverage for the service and referred and authorized by the CCBHC to receive the identified service. CCBHC and its employees understand the inherent dangers involved in working with the DCO. These dangers may include, but are not limited to, personal injury, damages to property, and/or death. CCBHC and its employees understand and hereby acknowledge that the foregoing inherent dangers have been explained to them, and with full knowledge of said risks and dangers, voluntarily assume and accept all inherent risks and/or dangers. The DCO Agency agrees to provide transportation and any identified workspace for the performance of required duties within the agency. DCO Agency will provide embedded social worker with required training and equipment to function as safely as possible within the DCO Agency. The DCO will provide standard sized body armor to the CCBHC employee while riding, CCBHC or the employee will be responsible for any additional equipment needed. Term This Agreement shall commence upon execution of signatures and terminate April 30, 2022 or extend by mutual agreement of both parties based on sustainable reimbursement for the position. Either party may also voluntarily terminate the agreement by sending a letter to the other party in not less than sixty (60) days prior to the desired date of termination. IN WITNESS WHEREOF, each Party has executed the Agreement, both Parties by its duly authorized officers as of the dates below: 3 Page 528 of 650 MEMORANDUM OF AGREEMENT WATERLOO POLICE DESIGNATED COLLABORATION ORGANIZATION (Mayor, City of Waterloo) Authorized Agent Print Date (DCO Agency, Chief Waterloo Police) Authorized Agent Signature Date (CCBHC) Elevate CCBHC Agent Print Date (CCBHC) Elevate CCBHC Signature Date 4 Page 529 of 650 CITY OF WATERLOO Council Communication Resolution approving the request by Kasim Mustedanagic to name a private street Aidin Way, generally located south of 4245 W. 4th Street. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ Council Packet Backup Material SUBJECT: Resolution approving the request by Kasim Mustedanagic to name a private street Aidin Way�enerafly located south of 4245 W. 4th Street. Submitted by: Submitted By:Aric Schroeder, City Planner Recommended Action: Approval. The portion of Marigold Drive to be named was vacated in 2014, and the property owner at 3410 Marigold Drive requested to purchase the east half of the right-of-way that abuts his property where he was building a new home. The Bosnian Islamic Association owns the property to the west of the right-of-way, and requested to purchase the western portion of right-of- Summary Statement: way that abuts their property. The Engineering Department has suggested the private street naming is necessary because both adjoining properties are addressed from the public Marigold Drive that was vacated and has reviewed the naming of the street, and found there to be no conflicts with the proposed name of Private Marigold Drive and recommends that the name be approved. Expenditure Required: None. Source of Funds: n/a Policy Issue: Street naming Page 530 of 650 February 9,2021 REQUEST: Request by Kasim Mustedanagic to name a private street Aidin Way located south of 4245 W. 4th Street in the "R-1" One and Two Family Residence District. APPLICANT(S): Kasim Mustedanagic, 3545 Muirfield Drive, Waterloo, Iowa 50701 GENERAL The applicant is requesting to name a portion of private street DESCRIPTION: Aidin Way, located south of 4245 W. 4th Street. IMPACT ON The request would not appear to have a negative impact upon NEIGHBORHOOD: the surrounding neighborhood, as there is very little development in the area. VEHICULAR & The request would not appear to have a negative impact upon PEDESTRIAN the pedestrian and traffic conditions. TRAFFIC CONDITIONS: RELATIONSHIP TO There is no public sidewalk located along the east side of RECREATIONAL West 4th Street, but there is sidewalk along the west side of TRAIL PLAN: the street. When the land was final platted into new lots, there was a requirement in the deed of dedication that sidewalk is required and will be installed when the lots are developed. The Shaulis Road recreational trail is located % of a mile to the south at the intersection of West Shaulis Road and Hoff Road. SURROUNDING The surrounding land use is residential. LAND USE: ZONING HISTORY The property in question is zoned "R-1" One and Two Family FOR SITE AND Residence District and has been zoned as such since being IMMEDIATE VICINITY: rezoned from "A-1"Agricultural District by Ordinance 5455 on June 4, 2018. Surrounding land uses and their zoning are as follows: North — One and two family residences, zoned "R-1" One and Two Family Residence District and "R-3" Multiple Family Residence District. South — Single-family residences, zoned "R-1" One and Two Family Residence District. East — One and two family residences, zoned "R-3" Multiple Family Residence District. West — Single-family residences and multiple family residences (Timberline Condos), zoned "R-1" One and Two Family Residence District and "R-3,R-P" Planned Residence District. BUFFERS This request would not require any additional buffers and 02.09.21 —Name Private Aidin Way Page 1 of 2 Page 531 of 650 February 9,2021 REQUIRED/ NEEDED: screening. DEVELOPMENT The area has a mix of residential development uses, with HISTORY: some multiple family development, but the area is predominantly one and two family residences. The area has development that was built from 1919 up to 2016. FLOODPLAIN: The property in question is not located within any Special Flood Hazard Area as indicated by the Federal Insurance Administration's Flood Insurance Rate Map, Community Number 190025 and Panel Number 0284F, dated July 18, 2011. PUBLIC /OPEN Lou Henry Elementary School is located 1 .83 miles to the SPACES/ SCHOOLS: northeast, Hoover Middle School is located 1 .88 miles to the northeast and West High School is located 2.56 miles to the northeast. The nearest park is Prairie Grove Park, approximately 3/4 of a mile to the southwest as the intersection of West 4th Street and West Shaulis Road. UTILITIES: WATER, The applicant recently constructed a sanitary sewer located SANITARY SEWER, within West 4th Street, to serve the development. West 411 STORM SEWER, Street has 12" storm sewer and 4" drain tiles within it in. ETC. There is a 12" water main that comes northward along the east side of West 4th Street that is stubbed into the property in question and can serve the plat. RELATIONSHIP TO The Future Land Use Map designates this area as Low COMPREHENSIVE Density Residential, which equal approximately six housing LAND USE PLAN: units per acre, and the proposed rezone request would be in conformance with the Future Land Use Map and Comprehensive Plan for this area, and this area is located within the Primary Growth Area. STAFF ANALYSIS — The applicant is requesting to name a private street Aidin Way ZONING in the newly platted Mustedan First Addition. The Engineering ORDINANCE: department has reviewed the request and concurs with the naming as it does not conflict with any other street names. STAFF ANALYSIS — No subdividing of land is required for this request. SUBDIVISION ORDINANCE: STAFF Therefore, staff recommends that the street naming be RECOMMENDATION: approved for the following reason(s)- 1. The Engineering Department has reviewed the request and concurs with the naming of Private Aidin Way, as it does not conflict with any other street names and recommends approval. 02.09.21 —Name Private Aidin Way Page 2 of 2 Page 532 of 650 City of Waterloo Planning, Programming and Zoning Commission February 9, 2021 __ QUAIL PL w R-4 IR-P, , TITAN TRAIL B—P INE VIEW PL'� M-2,P M-1 I R-4 Ay�Fy R-3 ��r R-1 A-1 N� J 'Q9 N \� LUco z NZ M-1 A-1 C-2 KAMILLE CT \ - W.SAN MARNAN DR C-2' Q C-Z Y C-2,C-Z R-4 R-P 0 i K LINE OR x U) O s x _ C-2 �<� � R AiR-3 � q�H ST R�R�DGF\ KESTREL�i i<1 \GRs LL ZAUDU80ND CR B-P �y �/ = a o R m R-3,R-P ���Q0�1cyF y \ �A`S�O CARAS RD pAKOTA DR �o FALCON RG D THRUSH DR 5 C �O b2 KITTY HAWK DR c } w z /� N " �FtY LN R-1 PALOMAPL p A-1 S� V� �/ J� TETON DR A w R p m w CRABAPPLE LN Z <O Z zz O m �9 U Q 9 � � Fiy <Z ° �Q CD w LL WAXWING i R-3, �P 0' • PARTRIDGE R-P WILLIAM DR W.SHAULIS RD HAULIS RD N South of 4245 West 4th Street W .E Name Private Street s Aidin Way 1,000 Soo 0 1,000 Kasim Mustedanagic Feet Page 533 of 650 City of Waterloo Planning, Programming and Zoning Commission February 9, 2021 2 Iva r 20 . ,,'� tet• •' # 9� Ric°Tqi� e VII �.. 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"t' 't i., ..i..r.i.,.•?•.... n.7. t - .I 1_71i...4:...,..r..4.........E...,j..... ..j,..,i,...,...i..... n-a� •: :. :. :a ...' . ;:i I 1' u�, . i ? •a.,,•. jr, 1. i.• CITY OF WATERLOO , IOWA ENGINEERING DEPARTMENT 715 Mulberry St. • Waterloo,IA 50703 •Phone(319)291-4312•Fax(319)291-4262 Email:city.engineer@waterloo-ia.org • JAMIE KNUTSON,PE • City Engineer Q UE NTIN January 22, 2021 HART Aric Schroeder COUNCIL City Planner MEMBERS City of Waterloo ................... 715 Mulberry Street Waterloo, IA 50703 MARGARET KLEIN 4G and 1 RE: NAMING PRIVATE STREET AIDIN WAY JONATHAN GRIEDER Dear Aric: ffard 2 PATRICK The Engineering Department has reviewed the naming of a certain private street, which MORRISSEY will serve three duplex buildings. ff and 3 JEROME The location of this private street is generally described as being located north of Audubon AMOS,JR. Drive and east of and adjacent to W. 4th Street. The location of Aidin Way is more Ward d particularly described as being located in the Mustedan First Addition. RAY The Engineering Department recommends that this private street Aidin Way, be approved.FEUSS ff and S SHARON Sincerely, JUON At-Large DAVE 130ESEN Jamie Knutson, PE 4t-Large City Engineer Cc: Steve Walker, Draftsman WE'RE WORKING FOR YOU! Page 536 of 650 An Equal Opportunity/Affirmative Action Employer South of 4245 West 4t" St. — Private Street Naming Aidin Way i !' III � - hOa Looking south along West 4th Street. Looking southeast toward where the private street will be constructed. Page 537 of 650 CITY OF WATERLOO Council Communication Resolution approving Supplemental Agreement No. 1, to a Professional Services Agreement originally executed March 11, 2020, with Willett, Hofrnann and Associates, Inc., in the amount of$5,500, in conjunction with the Downtown Traffic Fiber Optic and Camera Project, and authorizing the Mayor to execute said document. City Council Meeting:2/15/2021 Prepared: 1/22/2021 ATTACHMENTS: Description Type Downtown Fiber Optic and Camera Project Backup Material Amendment No. 1 Resolution approving Supplemental Agreement No. 1, to a Professional Services Agreement originally executed March 11, 2020, with Willett, SUBJECT: Hofmann and Associates. Inc., in the amount of$5,500, in conjunction with the Downtown Traffic Fiber Optic and Camera Project, and authorizing the Mayor to execute said document. Submitted by: Submitted By:Mohammad Elahi, Traffic Engineer Recommended Action: Approve Resolution Summary Statement: This supplemental agreement increases the total value of Original contract to a new total of$59,500.00. Expenditure Required: $5,500 Source of Funds: SWAP Grant Funds Policy Issue: Strategy 2.2:Enlist all City departments and staff members in efforts to promote a safer community This supplemental is needed to complete the design of the project through final design. The nature of the project(upgrading over 30 intersections and Background Information: each intersection and the traffic cabinet had to be individually considered) and the fact that the project is DOT let project requiring additional paperwork(the original contract was based on local funding assumption) necessitates this supplemental agreement. Page 538 of 650 Owner Project No. TOF-295 Iowa DOT Project Number STBG-SWAP-8155(769)--SG-07 Professional Services Agreement for DOWNTOWN FIBER OPTIC AND CAMERA PROJECT Supplemental Agreement No. 1 This is an AGREEMENT, made as of the day of in the year 2021; by and BETWEEN the City of Waterloo, Iowa, identified as the Owner; City of Waterloo, Iowa City Hall 715 Mulberry Street Waterloo, IA 50703 and the Consultant; Willett, Hofmann and Associates, Inc. 625 32nd Avenue SW Cedar Rapids, IA 52404 for the following Project: The parties hereto entered into an agreement dated the eleventh (11th) day of March 2020 for survey, design and preparation of plans, specifications, and estimates for the Downtown Fiber Optic and Camera Project Traffic Safety Improvements in the City of Waterloo. The Owner desires to employ the Consultant to provide additional work in connection with the construction of the improvements. The Consultant is willing to perform the additional services in accordance with the terms hereinafter provided and warrants that it is in compliance with Iowa statutes relating to the licensure of professional engineers. ARTICLE 1 INITIAL INFORMATION This Agreement is based on the following information and assumptions. 1.1 Project Parameters The objective or use is: Prepare for an Iowa Department of Transportation (DOT) letting, instead of the Local Public Agency (LPA) letting anticipated for the Project. 1.2 Financial Parameters 1.2.1 The financial parameters are; Original Contract Amount and authorized contingency is: Fifty-four thousand dollars and no/cents ($54,000.00) Value of Supplemental Agreement No. 1 is: Five thousand five hundred dollars and no/cents ($5,500.00) Total value of Original contract, authorized contingency and Supplemental Agreement No. 1 is: Fifty-nine thousand five hundred dollars and no/cents ($59,500.00) 1.3 Time Parameters 1.3.1 Date to Proceed: Consultant is to begin work under this Agreement upon receipt of a written notice to proceed from the Owner. 1.3.2 This Agreement Amendment does not alter the schedule presented in the original Contract Agreement. Page 1 of 5 Page 539 of 650 ARTICLE 2 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 2.1 Enumeration of Parts of the Agreement. 2.1.1 The work to be performed by the Consultant under this Agreement shall encompass and include all detail work, services, materials, equipment and supplies necessary to prepare and deliver the scope of services provided in Attachments A. ARTICLE 3 FORM OF COMPENSATION 3.1 Method of Reimbursement 3.1.1 For the Consultant's services as described under Article 2, compensation shall be as defined in Attachment C. ARTICLE 4 TERMS AND CONDITIONS 4.1 Extension of Time 4.1.1 The time for completion of each phase of this Agreement shall be extended in accordance with Attachment B. 4.2 Consultant's Endorsement on Plans 4.2.1 The Consultant shall endorse the completed computations prepared under this Agreement, and shall affix thereto the seal of a licensed professional engineer or architect, licensed to practice in the State of Iowa, in accordance with the current Code of Iowa. 4.3 Severability If any section, provision or part of this Agreement shall be adjudged invalid or unconstitutional, such adjudication shall not affect the validity of the Agreement as a whole or any section, provision, or part thereof not adjudged invalid or unconstitutional. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper officials thereunto duly authorized as of the dates below indicated. Willett, Hofmann and Associates, Inc. Date: 12021 Steve McElmeel Cedar Rapids General Manager City of Waterloo, Iowa Date: 2021 Printed Name: Quentin Hart Title: Mayor Iowa Department of Transportation Accepted for SWAP Authorization* By: Printed Name: Kent Ellis, PE Title: Eastern Iowa Region Local Systems Engineer Date: 12021 *The Iowa DOT is not a party to this supplemental agreement. However, by signing this agreement,the Iowa DOT is indicating the work proposed under this agreement is acceptable for SWAP funds. C:\Program Files(x86)\neevia.com\docConverterPro\temp\NVDC\CAAD071 B-5BA8-486F-l32D9- 089C3BF8761B\Waterloo.26704.1.Downtown_Fiber_Optic_and_Camera_Project_Amendment_No._1.docx Page 2 of 5 Page 540 of 650 ATTACHMENT A Scope of Services Scope of Services The scope of services to be performed by the ENGINEER shall be completed in accordance with generally accepted standards of practice and shall include the services and supplies to perform tasks listed below. I. Tasks A. Review, modify, and submit Plan drawings, Specifications (Special Provisions), and Engineer's Opinion of Anticipated Construction Cost for an Iowa DOT letting, rather than a Local Public Agency(LPA) letting. Perform documents submittal via TPMS platform. B. Perform Environmental Process—research for and development of environmental documents including: 1. "Determination of Effect for Threatened & Endangered Species for Local Public Agencies" and 2. "Cultural Resources Assessment" [This task including engaging a Secretary of Interior(SOI) Qualified Person (i.e., subconsultant)to perform a "Desktop Review."] C. Research, prepare, and submit additional Project documentation including: 1. Public Interest Finding Request 2. Check and Final Plan Checklist 3. Project bid items for Bid Items Application (BIA) software; 4. Project Development Certification (PDC) D. Coordinate Project documentation development and submittals with Iowa DOT staff. II. Deliverables A. ENGINEER Deliverables 1. Plan drawings, specifications (Special Provisions), and Engineer's Opinion of Anticipated Construction Costs—modified for an Iowa Department of Transportation letting. 2. Additional Project documentation: a. Public Interest Finding Request b. Check and Final Plan Checklist c. Project bid items via Bid Items Application (BIA) software d. Project Development Certification (PDC) III. Owner's Responsibilities MATERIAL AND INFORMATION TO BE PROVIDED BY THE OWNER: The OWNER shall provide the following material and information related to the project: A. Nothing noted C:\Program Files(x86)\neevia.com\docConverterPro\temp\NVDC\CAAD071 B-5BA8-486F-l32D9- 089C3BF8761B\Waterloo.26704.1.Downtown_Fiber_Optic_and_Camera_Project_Amendment_No._1.docx Page 3 of 5 Page 541 of 650 ATTACHMENT B (referenced from 4.1.1) Schedule 4.1.1 SCHEDULE 4.1.1 Schedule. The Schedule shall be modified as follows: Check Plans - January 5, 2021 Final Plans and PDC - February 16, 2021 Contracts Turn-In - March 2, 2021 Letting Date - May 18, 2021 Construction Start- July 5, 2021 Construction Complete - November 30, 2021 Page 4 of 5 Page 542 of 650 ATTACHMENT C (referenced from 3.1) Fees and Payments - Cost Plus Fixed Fee 3.1.1 FEES AND PAYMENTS 3.1.1.1 Fees. For full and complete compensation for all work, materials, and services furnished under the terms of this Agreement Amendment, the Consultant shall be paid an additional fee as outlined below. Original Fee $ 49,100.00 Authorized Contingency $ 4,900.00 Amendment No. 1 $ 5,500.00 Maximum Amount Payable $ 59,500.00 Page 5 of 5 Page 543 of 650 CITY OF WATERLOO Council Communication Resolution approving Supplemental Agreement No. 1 to a Professional Services Agreement originally executed June 22, 2020, with Stanley Inc., of Des Moines, Iowa, in the amount of$8,384.11, to provide Construction Engineering services in conjunction with the Park Avenue Bicycle Signal Improvements Project, and authorizing the Mayor to execute said document. City Council Meeting:2/15/2021 Prepared: 1/28/2021 ATTACHMENTS: Description Type ❑ Staley Supplemental#1 Park Avenue bicycle Project Backup Material Resolution approving Supplemental Agreement No. 1 to a Professional Services Agreement originally executed June 22. 2020. with Stanley Inc., of SUBJECT: Des Moines, Iowa. in the amount of$8,384.11, to provide Construction Engineering services in conjunction with the Park Avenue Bicycle Signal Improvements Project, and authorizing the Mayor to execute said document. Submitted by: Submitted By:Mohammad Elahi, Traffic Engineer Recommended Action: Approve resolution. Summary Statement: This Supplemental Agreement amends the original agreement dated 6/22/2020 and provides for construction engineering services. Expenditure Required: $8,384.11 Source of Funds: 80% Federal TAP Grant 20% GO Bond Funds (Match) Policy Issue: Strategy 2.2:enlist all City departments and staff members in efforts to promote a safer community. Stanley prepared the plans and contract documents. The project is set for Background Information: April letting by Iowa DOT. This supplemental agreements provides for construction engineering services. Page 544 of 650 Contract No. 20-TAP-119 Owner Project No. TOF-194 Iowa DOT Project No. TAP-U-8155(767)-81-07 Standard Consultant Contract For Local Public Agency Consultant Contracts with Federal-aid Participation Supplemental Agreement #1 Construction Engineering Services This SUPPLEMENTAL AGREEMENT#1 (amending the original Standard Consultant Agreement dated 6/22/2020) made as of the date of the last party's signature below, is by and BETWEEN City of Waterloo, the Owner, located at: 715 Mulberry Street Waterloo, IA 50703 Phone: (319) 291-4312 FAX: (319)291-4262 and Stanley Consultants, Inc., the Consultant, located at: 100 Court Avenue, Suite 300 Des Moines, IA 50309 Phone: (515) 246-8585 FAX: (515)246-8617 For the following Project: traffic signalization improvements on Park Avenue from Franklin Street South 0.75 miles to US 218 SB traffic bike signal project, to accommodate the recently installed bike lanes. The Owner has decided to proceed with the Project, subject to the concurrence and approval of the Iowa Department of Transportation (Iowa DOT), and the Federal Highway Administration (FHWA), U.S. Department of Transportation (when applicable). The Owner desires to employ the Consultant to provide Construction Engineering services to assist with the development and completion of the Project. The Consultant is willing to perform these services in accordance with the terms of this Supplemental Agreement. All Articles in the Standard Consultant Agreement remain the same except what is noted in the Table of Contents. TABLE OF CONTENTS Article Number And Description 1 Initial Information 1.1 Project Parameters 1.2 Financial Parameters 1.3 Project Team 1.4 Time Parameters 3 Form of Compensation 3.1 Method of Reimbursement for the Consultant 4 Terms and Conditions 4.12 Termination of Agreement Attachment A- Scope of Services Attachment C- Fees and Payments Attachment C-1 –Cost Analysis Worksheet Page 1 of 6 Page 545 of 650 ARTICLE 1 INITIAL INFORMATION This Agreement is based on the following information and assumptions. 1.1 Project Parameters The objective or use is: provide safe and efficient traffic control for Park Avenue that addresses non- motorized traffic. 1.2 Financial Parameters 1.2.1 Amount of the Owner's budget for the Consultant's compensation is: $8,384.11 1.2.2 Amount of the Consultant's budget for the subconsultants' compensation is: $0.00 1.3 Project Team 1.3.1 The Owner's Designated Representative, identified as the Contract Administrator is: Mohammad Elahi The Contract Administrator is the authorized representative, acting as liaison officer for the Ownerfor purpose of coordinating and administering the work under the Agreement. The work under this Agreement shall at all times be subject to the general supervision and direction of the Contract Administrator and shall be subject to the Contract Administrator's approval. 1.3.2 The Consultant's Designated Representative is: Jeff Hillegonds 1.4 Time Parameters 1.4.1 The Consultant shall begin work under this Agreement upon receipt of a written notice to proceed from the Owner. 1.4.2 Milestones for completion of the work under this Agreement as follows: 1. Completion of all work under this Agreement shall be on or before 03/18/2022 or any written extension authorized by the contract Administrator. ARTICLE 3 FORM OF COMPENSATION 3.1 Method of Reimbursement for the Consultant. 3.1.1 Compensation for the Consultant shall be computed in accordance with one of the following compensation methods, as defined in Attachment C: .2 X Lump Sum -Attachment C 3.1.2 When applicable, compensation for the subconsultant(s) shall be computed in accordance with one of the payment methods listed in section 3.1.1. Refer to section 1.3.3 for identification of the method of payment utilized in the subconsultant(s) contract. The compensation method utilized for each subconsultant shall be defined within the subconsultant contract to the Consultant. 4.12 Termination of Agreement 4.12.4 This Supplemental Agreement will be considered completed when the scope of the project has progressed sufficiently to make it clear that Construction Work and Project Audit can be completed without further revisions in that work, or if the Consultant is released prior to such time by written notice from the Contract Administrator. Page 2 of 6 Page 546 of 650 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper officials thereunto duly authorized as of the dates below. STANLEY CONSULTANTS, INC. Date: /—Z —12C 2 j Daniel R. Fullerton, PE Client Service Manager ATTEST: By C�r � Date: City of Waterloo By Date: Quentin Hart, Mayor IOWA DEPARTMENT OF TRANSPORTATION Accepted for FHWA Authorization* By Date: Name Title *The Iowa DOT is not a party to this agreement. However, by signing this agreement, the Iowa DOT is indicating the work proposed under this Agreement is acceptable for FHWA authorization of Federal funds. Page 3 of 6 Page 547 of 650 ATTACHMENT A-Scope of Services It is understood by the Owner and the Consultant for this specific project it is agreed that progress reporting will be provided on a monthly basis. It is understood by the Owner and the Consultant that the task detail associated with the 85% budget notification shall be mutually established for each project in relation to the complexity and duration of the work to be performed. For this specific project it is agreed that all work contemplated in the agreement will be considered as one task(s). It is further agreed that the 85% budget notification requirements will be waived for this Agreement based on the volume of work assigned, duration, complexity, and rate of progress anticipated on the project. Consultant will provide Construction Phase Services for this project as outlined herein. 1. Site Visits- Consultant shall conduct two (2)site visits at the project site during construction to observe the Contractor's progress and quality of the construction work. Consultant to determine if the results of the construction work are in accordance with the contract documents (plans, specifications, etcetera). The Ownerwill provide daily inspection of the electrical installations including installations and connections inside the traffic control cabinets. 2. Consultant's coordination shall include the following: a. Respond to questions and informational request by the Owner during construction activity. b. Respond to questions and informational request by the Owner and Iowa DOT during project audit. 3. Material Approval - Consultant will provide Material Approval in accordance with the following: a. Material acceptance by certification and approved brand according to Iowa DOT Material Instructional Memorandums (IMs). b. Submittal of pay quantities within the Pay Voucher Report shall signify that all required materials certifications have been received and properly documented by Consultant. 4. Construction Contract Administration - Consultant will provide to Owner the following construction contract administration services: a. Weekly preparation and submittal of Report of Working Days (form 830241) b. As needed, prepare and submit Change Orders/Extra Work (form 830240)within a week of completion c. Prepare and submit the Acceptance of The Work(form 830435) d. Prepare and submit the Final Payment(form 830436) e. As needed, review copies of correspondence, memos, emails etc. as it pertains to the project activity. f. Answer questions posed by Owner and Contractor g. Preparation and submittal of Contractor pay estimate 5. Meetings - Consultant to perform the following: a. Schedule, attend and conduct the Preconstruction Conference before works starts. Prepare and distribute meeting minutes. 6. Project Administration a. Provide project administration and coordination throughout the project development. The task includes intra-office meetings, which will be attended by the project team as well as general day-to-day administrative tasks and filing of project documents. 7. DELIVERABLES - Consultant to perform the following project closeout activities upon project final acceptance (form 830435)or as otherwise indicated: a. Submit project reports (traffic control diary, daily diary, measurements, etc.)to Doc Express. b. Submit material documentation to Doc Express. c. Prepare, seal, and submit the record drawings (as-built plans)to the Owner within 30 days of project field acceptance (form 830435). Owner will provide Consultant marked up drawings. Consultant will provide updated CAD files. d. Submit Pre-Audit checklist to the Project auditor. 8. OBLIGATIONS—The following constitutes the Obligations by the Owner to the Consultant: a. Provide technical and administrative guidance typically needed for projects of this type. Page 4 of 6 Page 548 of 650 ATTACHMENT C (referenced from 3.1) Lump Sum 3.1.1 FEES AND PAYMENTS 3.1.1.1 Fees. For full and complete compensation for all work, materials, and services furnished under the terms of this Agreement, the Consultant shall be paid fees on a lump sum basis and payment of this amount shall be considered as full and complete compensation for all work, materials and services furnished under the terms of this Agreement. This Supplemental Agreement Lump Sum amount shall be $8,384.11 amending the original Agreement amount of$39,908.90 for a new total Lump Sum amount of$48,293.01. The estimated staff hours and fees are shown in Attachment C-1. The lump sum amount will not be changed unless there is a substantial change in the magnitude, scope, character, or complexity of the services from those covered in this Agreement. Any change in the lump sum amount will be by Supplemental Agreement. 3.1.1.2 Reimbursable Costs. Reimbursement of costs is limited to those that are attributable to the specific work covered by this Agreement and allowable under the provisions of the Code of Federal Regulations (CFR), Title 48, Federal Acquisition Regulation System, Subchapter E., Part 30 (when applicable), and Part 31, Section 31.105 and Subpart 31.2. In addition to Title 48 requirements, for meals to be eligible for reimbursement, an overnight stay will be required. 3.1.1.3 Premium Overtime Pay. Not applicable. 3.1.1.4 Payments. Monthly payments for work completed shall be based on the percentage of work completed and substantiated by monthly progress reports. The Contract Administrator will check such progress reports and payment will be made for the proportional amount of the lump sum fee. The Owner shall retain from each monthly payment for construction inspection or construction administration services 2.00% of the amount due. Invoices shall clearly identify the beginning and ending dates of the prime's and subconsultant's billing cycles. All direct and indirect costs incurred during the billing cycle shall be invoiced. Costs incurred from prior billing cycles and previously not billed, will not be allowed for reimbursement unless approved by the Contract Administrator. Upon completion, delivery, and acceptance of all work contemplated under this Agreement, the Consultant shall submit one complete invoice statement for the balance of the lump sum fee. Payment of 100% of the total cost claimed, inclusive of retainage, if applicable, will be made upon receipt and review of such claim. The Consultant agrees to reimburse the Owner for possible overpayment determined by final audit. Page 5 of 6 Page 549 of 650 ATTACHMENT C-1 Cost Analysis Work Sheet Contract Number: 20-TAP-119 Owner Project No.TOF-194 Iowa DOT Project Number:TAP-U-8155(767)--81-07 Supplemental Agreement#1 I. Direct Labor Cost(Prime Only) Category Hours Rate/Hour Amount Project Manager 6 $ 67.30 $ 403.80 Engineer 1 22 $ 50.00 $ 1,100.00 Engineer 11 28 $ 33.89 $ 948.92 Technician 111 3 $ 39.62 $ 118.86 Clerical 2 $ 27.55 $ 55.10 61 Payroll Total = $ 2,626.68 II. Combined Overhead (COH)& Facilities Capital Cost of Money(FCCM) Costs(Prime Only) IIA. Indirect Cost Factor 174.42% $ 4,581.46 IIB. FCCM Factor 0.00% $ - Combined Overhead and FCCM total: $ 4,581.46 III. Direct Project Expenses(Prime Only) Phone/Fax $ 15.00 Mileage 450 miles @ $0.58 $ 261.00 Reproduction $ 20.00 Postage $ 15.00 Total Direct Project Expenses: $ 311.00 IV. Estimated Actual Costs(EAC) (Prime Only) (I + II+III) $ 7,519.14 V. Fixed Fee (Prime Only) 12%x (I + IIA) $ 864.98 Less FCCM (IIB) $ - Fixed Fee total: $ 864.98 VI. Contingency 10%x (I = II + III) $ - VII. Subconsultant Expenses No Subs $ - VIII. Lump Sum Agreement Total (IV+V+VI +VII) $ 8,384.11 (Maximum Amount Payable) Page 550 of 650 CITY OF WATERLOO Council Communication Resolution approving Supplemental Agreement No. 1, to a Professional Services Agreement with AEC OM Technical Services, Inc., of Waterloo, Iowa, originally executed May 20, 2019, in an amount not to exceed $129,800, in conjunction with the FY 2021 Cedar River Marina and Recreational Enhancements Project, Contract No. 1011, and authorizing the Mayor to execute said document. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ Supplemental Agreement No. 1 Backup Material Resolution approving Supplemental Agreement No. 1, to a Professional Services Agreement with AECOM Technical Services, Inc.. of Waterloo, SUBJECT: Iowa, originally executed May 20, 2019, in an amount not to exceed $129,800, in conjunction with the FY 2021 Cedar River Marina and Recreational Enhancements Project, Contract No. 1011, and authorizing the Mayor to execute said document. Submitted by: Submitted By:Wayne Castle, PLS, PE,Associate Engineer Recommended Action: See attachment for Scope of Services. Page 551 of 650 AECOM 319-232-6531 tel PECOM 501 Sycamore Street 319-232-0271fax Suite 222 Waterloo,Iowa 50703 www.aecom.com CITY OF WATERLOO, IOWA CEDAR RIVER MARINA DISTRICT PHASE II - FINAL DESIGN AND SITE DEVELOPMENT SUPPLEMENTAL AGREEMENT NO. 1 WHEREAS, a Professional Services Agreement was entered into between the City of Waterloo (Client), 715 Mulberry Street, Waterloo, Iowa, and AECOM Technical Services, Inc. (ATS), 501 Sycamore Street, Suite 222, Waterloo, Iowa, dated May 20, 2019, for redevelopment of the area between River Road, West Commercial Street and the Cedar River as the Cedar River Marina District; and WHEREAS, the Client and ATS now desire to enter into Supplemental Agreement No. 1 for final design, preparation of construction documents, and bidding services for completion of the project and continued site development work for the Cedar River Marina District. NOW THEREFORE, it is mutually agreed to amend the original Professional Service Agreement as follows: I. PROJECT DESCRIPTION The project includes redevelopment of the area between River Road, West Commercial Street and the Cedar River as the Cedar River Marina District. It is anticipated this project will include several commercial and/or residential buildings, parking areas, river docking areas and amenities to create new and unique downtown lifestyle opportunities and improved river access for downtown Waterloo. The project will include connections to the recreational trail system in addition to coordinating with the Black Hawk County Water Trail Master Plan. Services to be provided under this agreement include final design and bidding services for completion of Iowa DOT Project TAP-U-8155(768)--81-07 and continued site development work for the Cedar River Marina District. Future phases would include required design services to complete final plans and specifications for additional construction packages and construction-related services, which will be determined at the time the services are needed. II. SCOPE OF SERVICES The Scope of Services for Phase 11 of the Cedar River Marina includes final design of the sidewalks and multi-use path along River Road and continuing down the Cedar River Levee providing access to the river. This project also includes construction of kayak docking system in the Cedar River, along with channel excavation to provide access to the docking area. In addition, final design of colored pavement infill, parking lot and sidewalk lighting, landscaping and a small parking lot area will be completed. These items will be included in a bid package for an Iowa DOT letting, and will be funded in part by the TAP funds obtained by the City. This Scope of Services also includes continuation of conceptual design of the Cedar River Marina District in anticipation of private development in the area. The Scope of Services is further defined by the following tasks: Final Design of TAP Project Task 1 - Sidewalk and Multi-Use Path Design. This task will include design of new sidewalk and multi-use path along River Road and along the Cedar River Levee, extending to the river's edge. This will include a decorative plaza area at the junction of the existing trails and the new connection to the Cedar River. This will also include design of colored concrete in-fill between the existing shared-use path and River Road. A portion of this work will be completed by Ritland+Kuiper Landscape Architects. Page 552 of 650 �L=C0m Page 2 Task 2 - Stairwell Design. This task includes design of stairs and handrails connecting the new plaza area to the trail connecting to the river's edge. Task 3 - Combined Sidewalk and Retaining Wall. This task includes design of the combined sidewalk and retaining wall system that will be used to construct the trail to the river along the existing Cedar River flood protection levee. Task 4-Concrete Docking Area. This task includes design of concrete structure to be constructed at the base of the existing Cedar River Levee, and provide for a kayak and canoe launching area, as well as mooring points for motorboats on the Cedar River. Task 5 - Kayak/Canoe Launches. This task includes selection of commercially available kayak/canoe launch systems to be installed within the concrete docking area. These launch systems will be reviewed with city staff to determine the features to be included. The desired system will be specified in the plans and included to be installed as part of the bid package. Task 6 - Channel Excavation. This task includes design for excavation of a channel in the Cedar River to allow for an approximately 50' wide x 4' deep channel for boaters to access the proposed docking area. Task 7 - River Modeling. This task includes hydraulic modelling of the proposed improvements and submittal of a no-rise determination using the existing Cedar River HEC2 model to verify the proposed improvements can be constructed within the floodway of the Cedar River. The planned improvements will be modeled and adjusted as needed to confirm a no-rise can be achieved. Task 8- Parking Lot. Included in this task is the design of concrete parking area for approximately 15 vehicles and associated service drives. Task 9-Street and Pedestrian Lighting. This task includes design of pedestrian lights along River Road and parking lot lighting for proposed parking area. Task 10- Permitting and Coordination. This task includes coordination and submittal of permits for construction of the project. Section 404 and 408 permits are anticipated to be required from the U.S. Army Corps of Engineers (USACE) and a Flood Plain Permit will be required from the Iowa Department of Natural Resources (IDNR). Task 11 —Landscaping. This task includes preparation of final landscaping plans and streetscaping layouts for the proposed project. A portion of this work will be completed by Ritland+Kuiper Landscape Architects. Task 12- Utility Modification. This task includes review of existing utilities and developing removal or relocation plans to accommodate the proposed plans. This task will also include review of potential modifications to the utilities that could be made during this stage of work to accommodate future development of the area. Task 13 - Environmental Compliance. This task includes development of a Soil Groundwater Management Plan to ensure the proposed project is completed in accordance with current EPA requirements and the existing covenant restricting activities on this site. A portion of this work will be completed by Terracon Consultants, Inc. Task 14 - Soil Borings. This task includes soil borings and geotechnical analysis of the site to provide recommendations for subgrade treatment. A portion of this work will be completed by Terracon Consultants, Inc. Task 15 - Final Plans and Specifications. Final plans for the project will be completed in a format suitable for an Iowa DOT letting. Page 553 of 650 �L=C0m Page 3 Task 16- Cost Estimates. This task includes preparation of cost estimates for the project. Task 17 - Quality Control. This task consists of a quality control review of the plans by senior staff engineers prior to submittal to the City. Site Development - Marina District Tasks 18-24 - Conceptual Design. This task will include continued conceptual site design for the project development area. Previously developed concepts developed for the project along with new conceptual layouts will be incorporated into this work to develop a plan for use of this space. This work will be completed in conjunction with the City of Waterloo and their consultant, Vandewalle and Associates. A portion of this work will be completed by Ritland+Kuiper Landscape Architects. Specific elements of this conceptual design include: Task 18 Proposed buildings will be shown within the development areas. Task 19 Proposed parking areas and access points will be developed in accordance with City zoning requirements and as needed for development of area. Task 20 Proposed sidewalks, trails and plaza areas will be shown. Designs will be completed in accordance with City and ADA requirements. Task 21 Proposed streetscaping and landscaping conceptual design will be developed. Portions of this work will be completed by RKLA. Task 22 Pedestrian lighting concepts and electrical services for plaza areas will be developed. Task 23 Proposed utility connections will be shown for proposed buildings. Task 24 Storm Water Management. Conceptual design for storm water management will be completed for the development area. This task will include review of best management practices for storm water detention and treatment of storm water on-site prior to release. This task will include project reviews with City staff to ensure compliance with applicable City standards. Task 25 - Environmental Constraints. Conceptual designs for development in this area will be reviewed based on current EPA regulations and the existing Environmental Covenant that restricts activities in this area. Portions of this task will be completed by Terracon Consultants, Inc. Task 26- Presentation Graphics and Grant Assistance. Presentation graphics will be prepared for use in grant applications and presentations to local groups. Assistance will be provided in the preparation of funding grants for project, including cost estimating. Task 27- Proiect Meetings. This task includes project meetings and presentations, as required. Task 28 - Proiect Administration. This task includes project administration, coordination and internal meetings throughout the project development. Exclusions The following tasks are specifically excluded from the Scope of Services, but may be added by supplemental agreement, if desired: • Building Design • Utility Service Sizing • Environmental Testing • Final Construction Documents other than TAP Project • Construction-Related Services Page 554 of 650 �L=C0m Page 4 III. COMPENSATION Compensation for the above services will be on an hourly basis in accordance with Part VI of the original agreement and shall be integrated with the fees in the original agreement. The estimated fee is One Hundred Twenty-Nine Thousand Eight Hundred Dollars ($129,800.00) as shown below: Final Design of TAP Project $ 81,400.00 Site Development Marina District 48,400.00 Total $129,800.00 IV. In all other respects, the obligations of the Client and the Consultant shall remain as specified in the Professional Services Agreement dated May 20, 2019. IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Agreement No. 1 as of the dates shown below: AECOM TECHNICAL SERVICES, INC. Byv Date February 3, 2021 'InDouglas W. Scgl '�al el, P.E. Associate Vice President APPROVED FOR CLIENT: By: Date 0:\Administration\AGREE\SUPPLE\SA1 Wat Cedar River Marina Ph Il.docx Page 555 of 650 CITY OF WATERLOO Council Communication Resolution approving a Professional Services Agreement with Ballard*King&Associates, of Highlands Ranch, Colorado, in an amount not to exceed $45,755, to complete an Aquatics Master Plan for the City of Waterloo, and authorizing the Mayor and City Clerk to execute said document. City Council Meeting:2/15/2021 Prepared:2/1/2021 ATTACHMENTS: Description Type ❑ Ballard King Aquatics Master Plan Backup Material Resolution approving a Professional Services Agreement with Ballard*King SUBJECT: &Associates, of Highlands Ranch, Colorado, in an amount not to exceed $45,755, to complete an Aquatics Master Plan for the City of Waterloo, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Submitted By:Mark Gallagher, Recreation Services Manager Recommended Action: Adopt a resolution The City of Waterloo is working to determine the best route forward to meet Summary Statement: the aquatic needs of our community. This study will provide a market assessment, public outreach, an evaluation of exiting facilities, and evaluation of current usage, an operations plan and a recommendation on facilities. Expenditure Required: $45,755 Source of Funds: $25,755 Bond Funds $20,000 BHCGA Grant Policy Issue: This project supports the City of Waterloo Strategic Plan, strategy 4.5 "Maintain City facilities that support quality of place" Alternative: Not approve The outdoor pools are over 40 years old and failing. Every effort has been Background Information: made to keep them operational. In the Summer of 2019 we saw Byrnes Pool need major repairs. Gates is the same age. Repairs are going to become more costly each season. Legal Descriptions: NA Page 556 of 650 �a�t�rl�� A uati�� Mas��r Plan September 11 , 20,220 '�� LZ V, A r- T i: H N (I. BAT-LARD KINCY Page of 650 BALLARD*KING & ASSOCIATES LTD Recreation Facility Planning and Operation Consultants September 11, 2020 Matt Gallagher Recreation Director City of Waterloo Dear Matt, Ballard*King&Associates (B*K) and our strategic partner Water Technology Inc (WTI) are pleased to submit our proposal to complete an Aquatic Master Plan for the City of Waterloo. B*K has been in business since 1992 and during that time have completed over 700 projects in all 50 states. Those projects can be classified into 4 broad categories; feasibility studies, master plans, operational assessments, and short-term management solutions. In addition to the wealth of consulting experience B*K brings to this project, as a firm we have over 60 years of in-field operational experience. As the project manager I have personally managed pools in the public, private, and university settings and completed aquatic studies for numerous clients. The benefit of hiring B*K leading the master planning process, is that we are paid to provide each client with unbiased third-party analysis. We receive no financial benefit if a facility moves forward to construction. This independence allow us to guide each client using data and public input through the decision-making process. This, combined with our operational experience, allows us to share information with clients that they need to hear prior to making decisions. A portion of this study will task B*K with making facility recommendations, a task that we have years of experience in completing with aquatic facilities. However, to evaluation the current aquatic facilities, verify our program recommendations and provide costing information, B*K has engaged our strategic partner WTI to complete those tasks. WTI and B*K have worked together on multiple projects and presented together at national conferences. The value for the client is that we are able to anticipate one another's questions and information needs. This results in seamless communication throughout the project. It is my belief that the team of Ballard*King and Water Technology can complete an Aquatic Master Plan in a timely and efficient manner. We look forward to further discussing your unique project and the opportunity to partner with you to move you forward! Respectfully, J�_r Darin Barr, Principal Project Manager (573)673-6597 darin@ballardking.com Page 558 of 650 TABLE OF CONTENTS B*K& WTI Team Advantage..,.................................... Page 1 B*K Firm Profile...................................................Page 2 B*K Consultant Resumes JeffKing................................................... Page 3 Darin Barr................................................... Page 4 WTI Firm Profile...................................................Page 5 WTI Consultant Resumes Matt Freeby.................................................Page 6 Scope of Services.......................—..........................Page 7 Fee Proposal &Timeline...........................................Page 12 _ t ' Page 559 of 650 B *KING VV ■ 1_ & ASSOCIATES LTD n Recreation Planning and Operations Consultants The team of B*K and WTI is prepared to work with the City of Waterloo to complete an Aquatics Master Plan. Our team has the experience and knowledge to assist you with the tasks outlined in the scope of services in a timely and efficient manner. We will provide you with the vital information that is needed to make an informed decision about this important project. The Team offers the flexibility and organization to adjust our scope of work to the changing demands of our clients as well as limited time constraints. We recognize that each project is unique and our approach to evaluation and analysis is customized to target the client's individual needs. This approach, coupled with our attention to detail and vast experience as aquatic facility operators, will ensure that your best interests are being fully represented. We believe strongly that analysis and evaluation such as this provides the foundation for future decisions about a project. The final written report will be presented in a concise, easy to read, understandable manner that meets your outlined goals and expectations. B*K and WTI will bring to this project: * Our vast planning, managerial and operational experience with recreation and aquatic facilities, from conception through operation. * Our direct experience as facility managers and subsequent programs and services to the public. * Our knowledge and understanding of aquatic and recreation trends and operation considerations from both a National and Midwest perspective. * Our knowledge of the public participation process and experience in facilitating this process. * Our experience working together on similar projects. * The ability to assess operations expenses and revenues for aquatic facilities and their associated amenities. * Our experience in verifying square footage recommendations and forecasting both construction and project costs. * Our strong commitment to representing the client's best interests in all projects through proven, practical experience in providing independent third party financial analysis. * Our ability to be involved with a project from inception through opening and operation. Page 1 Page 560 of 650 BALLARD*IQNG & A SSOCIATES LTD Ballard*King & Associates, Ltd (B*K) was established in 1992 by Ken Ballard and Jeff King in response to the need for market-driven and reality-based recreation planning. B*K has achieved over 28 years of success by realizing that each client's needs are specific and unique. With over 60 combined years of facility management and planning experience in the collegiate, public, non-profit and private sector, our consulting firm has completed over 700 projects in 50 states and has working relationships with more than 100 architects coast-to-coast. B*K is also honored to be the recipient of five Athletic Business Facility of Merit Awards. B*K forms a consulting team that provides a variety of pre-design services for clients who are considering the completion of an aquatics master plan. Our vast practical experience enables us to guide clients through the challenges of planning, constructing, opening and operating an aquatic facility. From pinpointing specifies to broad visions, B*K provides services to ensure the long-term success of your project. B*K has built our reputation on telling clients what they need to hear in order to make sound decisions. B*K' services can be integrated into a design team or contracted independently. Our core services can be defined as feasibility studies, master plans, operational assessments and short- terms management solutions. A cornerstone of our practice is the completion of feasibility studies for facilities of all types with recreation centers and aquatic centers representing the vast majority of the projects we've worked on. By bringing practical, proven experience to a project we can accurately represent the client's best interests. B*K has a keen awareness of the impact an aquatic, park, sports, or recreational facility has on a community and subsequently the entity that operates it. Thanks to our extensive field experience we are able to provide assistance with practical tools, an uncommon ability to see the overlooked and view your project from a wealth of expertise and knowledge. Teamwork is a core aspect of our firm. We work together ensuring all clients are receiving the wealth of knowledge our B*K team brings. The success of any project begins with an integrated, mutually valued approach to the individual needs and goals of each client. Thus, we team with you and for you. First and foremost to B*K is our reputation of being a company of strong ethical character. Our top concern is our client's best interests and our approach is always honest and down-to-earth. We aim to help each client see the full potential of their project by providing trustworthy services to achieve their goal. Let us help you move forward! Page 561 of 650 BALLARD*KING & ASSOCIATES LTD Recreation Facility Planning and Operation Consultants Jeff Ding, Principal Principal in Charge As a founding partner of Ballard*King & Associates, Jeff has over 30 years experience in recreation facility operation and planning. Jeff has provided consulting services to more than 200 communities who have benefited from his extensive background in recreation center planning and management. Jeff's expertise comes from a vast array of experience and projects. Jeffs management and project experience includes facility planning and construction, facility renovation, grand opening celebrations, economic impact studies, energy conservation systems, preventative maintenance programs, staffing, budgeting, marketing, cost accounting and program-ming. In addition, he has performed park and recreation master plans as well as audits. As the former Recreation Director for the City of St. Peters, MO, he was responsible for start- up and operations of Rec-Plex. Rec-Plex, a 140,000 square foot recreation center with a 50- meter competitive pool, ten-meter diving tower, leisure pool, gymnasium, track, rock climbing wall, weight room, aerobics room, ice skating rinks (2), skate board park and food service that opened in July 1994. Rec-Plex was the host site for all aquatic events for the 1994 Olympic Sports festival. Prior to this, he was the Facility Manager for the Edora Pool Ice Center (EPIC) in Fort Collins, CO, where he was responsible for its start-up, operations and administration for 7 years. EPIC received the 1987 "Facility of Merit" award from Athletic Business Magazine for design and operation excellence. He also served as the City of Fort Collins' Aquatic Director and team leader and facilitator for the City of Fort Collins Quality Improvement Program. Education: Lindendwood University -BA Business Administration Certified Pool Operator Professional Affiliations Ice Skating Institute of America Missouri Parks & Recreation Association National Recreation & Park Association Colorado Parks & Recreation Association Page 562 of 650 BALLARD*KING & ASSOCIATES LTD Recreation Facility Planning and Operation Consultants Darin Barr, Principal Project Manager Darin began his work with Ballard*King & Associates in 2007. During his time with B*K, Darin has competed feasibility studies, master plans, operational assessments and provided short term management solutions to several clients. Prior to joining B*K he ' worked for l0 years in the recreation field. His in-field experience ' included working for a university, town recreation department, private waterpark, and municipal recreation center. Darin's passion has always been in recreation, and more specifically, aquatics. He began participating in recreation programs at a very young age. He found his competitive passion when he began swimming, which he competed in through high school and college. Upon graduating from the University of Missouri with a Parks and Recreation degree he found himself at the pool, only this time as a manager. As an adult he has continued to use parks, recreation, and sports facilities as a participant and as a spectator of his two sons. The diversity of Darin's experiences as a parks and recreation professional and as a consultant has shaped his unique perspective on the delivery of programs, facilities, and the operations of a full-service aquatic facilities. Darin's honest approach, attention to detail, and depth of knowledge give client's comprehensive insight to help guide them through their project. Education: State University of New York, Brockport—Masters in Public Administration University of Missouri—BS Parks, Recreation& Tourism Professional Affiliations National Intramural Recreational Sports Association New York State Parks & Recreation Society Missouri Park& Recreation Association University of Missouri—Adjunct Faculty Recent Aquatic Projects: Bellevue Aquatic Center Feasibility Study, Bellevue, WA Davis School District Aquatic Center Operational Study, Davis, CA University of Rhode Island Tootel Aquatic Center Feasibility Study, Warwick, RI Page Page 563 of 650 r' Firm Overview The WTI team is a highly qualified group of individuals comprised of creative architects, landscape architects, engineers, designers, business developers and administrators, all with a passion for aquatics. Together, we combine our talents to develop original, aquatic facilities from concept to reality. In addition, WTI maintains solid relationships �,vith other consultants and contractors and continues to set the standards in the aquatic industry across the United States ' and around the world. Li Water Technology, Inc.'s (WTI) creative energy and passion embraces the r philosophy that aquatic recreation completes communities and makes them a better place to live. • Established in 1983 • Largest Aquatic Design Firm in North America, Staff of 60+ Quality Control Implementation • Collaborative Team Process • International Portfolio _ Specialized Aquatic Professionals on Staff: • Executive Team (5) • Project Development(4) • Architects (4) • Landscape Architects (2) • Engineers (6) • - Civil (2), Mechanical (3), Structural (1) • Artistic/ Creative Design (3) • Site Planners/Designers (3) Technical Designers (7) • Mechanical Designers (6) • Project Managers (8) • Administrative (7) ' !'TI "41%1T4CES �rH Solution driven planning and philosophy Two-way sharing process between WTI and client • Forward-looking designs that support dynamic community programs 150+ AQUATIC Projects Per Year • Historical database of cost estimates and realistic timelines XTI EidSi,�E P'_F,-FG' 10 � .C�;f=QTS %,A,� (%G ' ENUES • Waterparks Therapy and Wellness Pools • Resort and Hotel Pools Schools and Universities • Competition Pools • Faith Based Community Centers • Water Playgrounds • Public Facilities Locations riEAGOLItiFTERS TEXAS 100 Park Avenue 6636 N Riverside Dr., ,� ► Beaver Dam, WI 53916 Ste 5008 i T. 920.887.7375 Fort Worth, TX 76137 T. 682.708.7007 Page 5 Page 564 of 650 Prcajet✓t Director Matthew Freeby has a breadth of experience in the design and construction of numerous building types and structures; with overall responsibility for large project development, he has handled projects ranging from $1 million to $100 million. His project experience ranges from conceptual planning to construction management Matt is relied upon to define project scope, goals and deliverables that support WTI's business goals in collaboration with senior management. He helps to determine and assess need for additional staff and/or consultants and make the appropriate recruitments if necessary during project cycle. A registered Architect in 22 states and a NSPF Certified Pool/Spa Operator, Mr. Freeby is a LEED Accredited Professional with an advanced depth of knowledge in green building practices and sustainable aquatic design and operations. Matt's attention to detail and persistent pursuit of excellence provides the industry benchmark in aquatic design. E,,%RE'D PF�;EC I Westport Weston Family Y -Westport, CT Linn-Mar Community School District-Marion, IA David E.G. and Patricia Miller Natatorium at Luther College- Decorah, IA LeMars YMCA & Recreation Facility- Le Mars, IA B.R. Ryall YMCA-Glen Ellyn, IL Master's s D Northwestern University Norris Aquatic Center- Evanston, IL Master's Degree, Architecture Niles North High School- Skokie, IL Washington University Mundelein High School Competition Pool Replacement-Mundelein, IL St. Louis, Missouri Ping Tom Park Recreation Center- Chicago, IL Glenbrook North High School - Northbrook, IL Masters Degree, Civil Engineering, Glenbrook South High School-Glenview, IL Construction Management Orland Park Aquatic Center/Centennial Park- Orland Park, IL (1996 , 1998) Washington University Ray & Joan Kroc Corps Community Center-Quincy, IL St. Louis, Missouri Gwendolyn Brooks College Preparatory Academy- Chicago, IL Bachelor of Arts, Architecture Greater Decatur YMCA-Decatur, IL Prophetstown State Park Family Aquatic Center- Battleground, IN Washington University Deep River Waterpark-Crown Point, IN St. Louis, Missouri Boll Family YMCA- Detroit, MI RE( Cook County Family YMCA- Grand Marais, MN AIA Ar RHTI t- A Alexandria Area YMCA-Alexandria, MN AIA Architect: AL, AR, CA, , NFL, HI, Excelsior Springs MO Community Center- Excelsior Springs, MO IN, LA, MI, MN, MO, NE, Wl NM, NV, Olympic Swim Trial Pools- Omaha, NE NY, OK. RI, TN, UT, WA, WI Sunriver Owner's Association -Sunriver, OR LEED Accredited Professional David Douglas School District Pool Replacement- Portland, OR Beaverton OR Nike Campus Aquatic Center Renovation -Beaverton, OR Salvation Army Ray and Joan Kroc Corps Community Center-Salem, OR NSPF Certified Pool / Spa Operator Aberdeen Family Aquatic Center-Aberdeen, SD (CPO) Barcelona FINA World Championship 2013 - Barcelona, Spain Norfolk Southside Aquatic Center- Norfolk, VA °RGFESSi0�iAL AF�1�1,4TIONS Haselwood YMCA- Silverdale, WA American Institute of Architects (AIA) Snohomish Aquatic Center-Snohomish, WA National Council of Architectural Lynnwood Recreation Center- Lynnwood, WA Registration Boards (NCARB) South Suburban YMCA- Milwaukee, WI Themed Entertainment Association (TEA) Page 6 Page 565 of 650 r Scope of Services: The following scope of services is based on - • conversation with City Staff and their needs as it relates to an aquatic • • master plan. We welcome the opportunity to further refine or define the scope to meet the client's unique needs. Kick-Off Meeting: Once the consulting team is chosen a kick-off meeting can be established within 2 weeks of receiving a signed contract. The focus of the kick-off meeting will be to address the following items: * Establish Lines of Communication * Establish a Steering Committee (if needed) * Confirm Schedule * Discuss Facility Goals The consulting team will also take this opportunity to develop a request of information that will be submitted to the client. The request for information would include, but not be limited to: * Previous or On-Going Planning Efforts * Organizational Chart * Rates of Compensation(full-time and part-time) * Vision & Mission Statement * 2-3 Years Budget History By collecting this information early, the team can synthesize the information and ask follow-up questions. Needs Assessment: The needs assessment is comprised of the market assessment and public input process. Markel Assessment: A key component of the study will be to look at the demographic realities of the market that the facility will reside in. The demographic realities of the area will be important to determine program support in aquatic based activities. B*K utilizes data for Environmental Systems Research Institute (ESRI) and the National Sporting Goods Association (NSGA). * Establish Service Areas -Primary - Secondary * Key Demographic Indicators -Median Age -Median Income -Household Budget Expenditures - Recreation Spending Potential Index Page 7 Page 566 of 650 T * Other Demographic Markers s , - Population Distribution f -Age Group Growth - Race/Ethnicity -Tapestry Segments * Participation Statistics - Unique Participation Percentage - Identification of Frequent, Occasional, Infrequent Use - Identification of Swimmer Days by Population - Cross Participation Data - Trend Data * Identification of Alternative Providers - Location -Amenities - Programs - Cost I Public Outreach: B*K would propose conducting a public open house to engage the community and get their feedback on the aquatic facilities and programs offered by the City. The focus of the open house will be a self-guided experience focusing on at least three areas. The three areas B*K would propose are aquatic facilities, aquatic programs, and gaps in services. B*K will work with WTI to ensure appropriate imagery is used to help engage attendees. A similar process can be used virtually if social distancing is a requirement in the City. Aquatic Evaluation. WTI will consult with the City to document physical condition of the current aquatic facility and provide recommendations regarding inadequacies. WTI will conduct a non-destructive observation of the aquatic elements to form a professional opinion on necessary repairs, renovations, and replacements. WTI will perform the following tasks: * Conduct site visit and document current conditions * Identify deficiencies of aquatic components regarding current local health codes and industry standards. WTI will address the following components: -Pool Vessels - Pool Finishes - Pool Circulation Pumps, Fittings, Valves, Flow Meters, Gauges, and Controls -Pool Filtration System and Overflow Recovery System -Pool Water Chemistry Treatment System -Pool Deck Areas and Equipment * Pool Decks, including deck equipment * Limited building evaluation, for general impressions of building condition. WTI will review previous building study prepared by ISG with ISG and incorporate relevant information into this report. * Develop recommendations for repairs, renovations, and replacements. * Develop Rough Order of Magnitude (ROM) Aquatic Construction Budget regarding recommendations Page 567 of 650 U.suge Evaluation: Using information provided by the City, B*K will • conduct a usage evaluation of the two aquatic facilities in the City. • • Information that B*K will evaluation will include: * Attendance * Membership * Fee Schedules * Program Participation Program Recommendations: Having completed the needs assessment portion of the study B*K will begin to develop facility program recommendations that will be confirmed by WTI. Program recommendations will focus on: * Aquatic Components * Non-Aquatic Components * Revenue Generation by Component * Considerations for Finishes/Equipment WTI will consult with the City to assist in the development of an aquatic program consisting of prioritized aquatic goals, objectives, and intendent activities and ues of aquatic spaces and features. WTI will perform the following tasks: * Discuss and Confirm Aquatic Goals, Objectives, Activities, and Uses * Develop Aquatic Program and Capacities * Discuss Number of Pools, Pool Zones, and Depths * Identify Preliminary Water Activities and Features * Develop Rough Order of Magnitude (ROM) Aquatic Cost Opinion * Develop Aquatic Concept Plan Page 568 of 650 Operations Analysis: • An area of expertise for B*K is the development of accurate operational plans. To develop these plans B*K uses a time tested, 6-step process, for developing budgets, called Operational Performance Indicator Analysis, or ONA. As a final step in the study B*K would apply that process to the information gathered. The end result of this process will be a detailed line item budget (expenses, revenues, capital replacement) along with a 5-year projection. Using this process, B*K has achieved an 80-85% accuracy rate for the budgets they have provided other clients. The steps in that process are as follows: * Attendance Estimates - Daily -Annually * Fee Structure -Drop-In -Multiple Admissions/Annual Passes -Family, Corporate, Group -Rentals * Sources of Income - Identification & Verification of Revenue Sources -Annual/Multiple Admissions -Programs & Services - Rentals - Other Revenue Sources * Operating Cost Projections -Develop a Line Item Budget -Personnel by Position - Contractual Services - Commodities - Capital Replacement * Revenue Generation Projections -Develop a Line Item Accounting -Admissions -Programs -Fees * Revenue Expenditure Comparisons - Cost Recovery Level * Project Recommendations/Profitability of Components -Marketing Strategy - Program/Service Considerations Page 569 of 650 Final Report: • The final report will be developed as the project progresses and will be assembled in an easy to read easy to follow format. The report will contain the methodology used to arrive at the various findings contained in the report and will provide the overall aquatic master plan for the City of Waterloo. � I �a I y Page 570 of 650 Fee Proposal: - s Kick-Off Meeting $1,500 Market Assessment $6,000 Public Outreach $3,000 Aquatic Evaluation $8,000 Usage Evaluation $2,000 Program Recommendations $8,500 Operations Plan $9,000 Final Report $2,000 Project Sub-Total: $40,000 Reimbursable Expenses: To complete the scope of service, B*K will be on-site up to 3 times at an average of$1,500 per trip and WTI will be on site 1 time at an average of$750 per trip. Reimbursable expense are billed at cost+10%. Project Sub-Total: $5,775 Total Project Cost Not To Exceed: $45,775 The project team welcomes the opportunity to re-visit the scope of services and fee structure to ensure that it meets the needs of the client. Project Timeline: It is estimated that the project could be completed in 90-120 days from the time a signed contract is received. Page 12 Page 571 of 650 CITY OF WATERLOO Council Communication Resolution approving a Service Agreement with ElementsXS, of Syracuse, Utah, in conjunction with a city- wide service-request and asset-management software, in the amount of$50,000 annually, with integration costs of$75,000, and authorizing the Mayor to execute said documents. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ Elements Agreement Backup Material ❑ Elements License Agreement Backup Material Resolution approving a Service Agreement with ElementsXS, of Syracuse, SUBJECT: Utah, in conjunction with a city-wide service-request and asset-management software, in the amount of$50,000 annually with integration costs of $75,000, and authorizing the Mayor to execute said documents. Submitted by: Submitted By: Chris Youngblut, Director of Technology Recommended Action: Approval Several departments have been looking for a new or improved case management and asset-management application to enhance their processes and provide better customer service. We have looked at several different Summary Statement: vendors over the course of the last 6 months and have found ElementsXS to be the best fit. Several Iowa cities including Cedar Rapids and Waukee are currently using ELements so we were able to talk to them and have them answer any questions we had. They were both happy with their decision to go with Elements. $50,000 Licensing costs + $75,000 Implementation Expenditure Required: Half($62,500) due at time of signing and then other half($62,500)due at completion of implementation around September of 2021. Public Works - $25,793.65 (February) and $25,793.65 (September) Engineering- $4,960.32 (February)and $4,960.32 (September) Planning and Zoning- $1,984.13 (February) and $1,984.13 (September) Waste Management Services - $9,920.63 (February) and $9,920.63 Source of Funds: (September) Water Works - $14,880.95 (February) and $14,880.95 (September) Bldg Maintenance- $4960.32 (February) and $4,960.32 (September) This resolution aligns with the City of Waterloo's strategic plan 4.7 -to Policy Issue: develop electronic initatives that enhance ease of use and customer service. Page 572 of 650 Alternative: Do Not approve. Have worked with several departments over the last 6 months and have viewed over 20 demos of different Elements modules as well as other Background Information: vendors. Elements XS fits with each of the departments and we are able to cost share among the different departments. Company website is: https://elementsxs.com/ Page 573 of 650 ELEMEf TS Novotx LLC 11979 W 1900 S Suite A I Syracuse, UT 84075 1 sales@novotx.com Sales Agreement Agreement No. 00000026 Created Date 2/3/2021 Created By Ken Peterson Expiration Date 4/30/2021 This agreement describes the products and/or services to be provided and/or licensed by the Customer at the address below. Prior to installation and/or use,an authorized representative of the Customer must agree to the terms and conditions of the License Agreement(s)associated with the product(s)listed below(provided separately). Customer Information Bill To Name City of Waterloo, IA Bill To 715 Mulberry St Waterloo, IA 50703 Ship To Name City of Waterloo, IA Website http://cityofwaterlooiowa.com Vendor Information Company Name Novotx Prepared By Ken Peterson Company Address 1436 S Legend Hills Drive Title Sales/Central US Suite 335 Email kpeterson@novotx.com Clearfield, UT 84015 US Phone (402)309-5701 Products and Services ProductProductSales . . Price Elements XS Implementation Services,includes Implementation Fixed price for Elements XS up to 50 billable days of services including Services implementation services as outlined application installation,configuration,and training 1.00 $75,000.00 $75,000.00 below. for the Department of Public Works,Water Works,and Engineering. Elements XS Annual Subscription. Elements XS Enterprise License; includes unlimited Includes unlimited users based on max Annual named users.Subscription renews population of 70,000 Annual subscription renews 1.00 $40,000.00 $40,000.00 Subscription annually beginning 12 months after every 12 months from date of installation installation. Connect Elements XS Connect annual Annual Annual Fee for Connect Citizens Portal 1.00 $10,000.00 $10,000.00 Subscription subscription. Total Price $125,000.00 Payment Terms Payment Terms Total Due Upon Contracting$62,500 Total Due Upon Project Completion$62,500 Page 574 of 650 Confidential I Do Not Distribute I Initials ELEMEf TS Novotx LLC 11979 W 1900 S Suite A I Syracuse, UT 84075 1 sales@novotx.com Total Due Every 12 Months$50,000 Items Included with Implementation Services Implementation Services Included Elements XS Implementation Services, includes up to 50 billable days of services including application installation, configuration,and training for the Department of Public Works,Water Works,and Engineering. Required Licensing All Elements XS deployments require Esri's ArcGIS Enterprise and/or an active subscription to ArcGIS Online. On-premise deployments also require Microsoft SQL Server and a standard Windows server operating environment.Pricing in this agreement does not include these products and Customer is responsible for purchasing,installing,and maintaining these applications. Additional Transaction Terms Scope Limitations&Additional Services For all items beyond the original project scope,additional professional services are billed at$1,800 per day($225 per hour). Services beyond the project scope must be approved by Customer prior to services being performed and will be billed separately.Services beyond the scope of this agreement include: •Any scripts,interfaces,reports or program code requested by the Licensee,other than Program Modifications to the Elements XS applications that provide specific functionality uniquely designed for the Licensee • Consulting services for Custom Applications or Custom Programming performed specifically for the Licensee Travel Expenses Unless specified otherwise,all travel expenses will be billed actual,as incurred,for any services performed onsite. Sales Tax Customer agrees to pay any and all sales,use,excise or transaction taxes with respect to the products and services under this Sales Agreement. Additional Terms Additional professional services are billed at$1,800 per day($225 per hour).Services beyond the project scope must be approved by Customer prior to services being performed and will be billed separately.Services beyond the scope of this agreement include:•Any scripts, interfaces,reports or program code requested by the Licensee,other than Program Modifications to the Elements XS applications that provide specific functionality uniquely designed for the Licensee Consulting services for Custom Applications or Custom Programming performed specifically for the Licensee Travel expenses will be billed actual,as incurred,for any services performed onsite. Purchase Authorization By signing below, Customer agrees to purchase the products and services listed above. Customer Authorized Signature Date Printed Name Title Novotx Authorized Signature Date Printed Name Title Page 575 of 650 Confidential I Do Not Distribute I Initials novatx. NOVOTX LLC SOFTWARE LICENSE AGREEMENT This Software License Agreement ("Agreement") is made as of 20 (the "Effective Date"), by and between NOVOTX LLC, a Utah limited liability company with offices at 1436 Legend Hills Drive, Suite 335, Clearfield Utah 84015 ("Novotx")and the party identified below("Licensee"). Licensee: Contact name: Address: Contact title: Contact email Contact phone: Licensee desires to obtain a license to certain proprietary software of Novotx. Novotx is willing to license such software to Licensee and provide certain software maintenance and support services in relation to such software, to the extent set forth in this Agreement and subject to the terms and conditions hereof. 1. BACKGROUND (h) "Sales Order" means the Novotx order form or 1.1 Definitions. As used in the Agreement or in any similar document that references or is attached to this Agreement, as executed by Licensee and Novotx, and that Exhibit hereto: identifies the software being licensed hereunder. (a) "Confidential Information" means all trade (i) "Online Services" means any web, software, or secrets and all non-public business and financial data services or components, such as third-party information, computer software and documentation, geographic information services (GIS) or utility billing machine and operator instructions, business methods, services, that supply information to, perform tasks for, or procedures, know-how, and other information that relates otherwise interact with the Licensed Software via the to the business or technology of either party. internet. (b) "Documentation" means the Novotx user 1.2 Applicability of Certain Terms. As more guides, manuals and associated documentation provided specifically indicated herein, certain terms and conditions to Licensee with or for the Licensed Software. of this Agreement apply only if the license to the Licensed (c) "License Limits" means the permitted number Software is of a certain type or duration. The applicability of users of the Licensed Software, the organizational of those terms and conditions will be determined by the unit(s) permitted to use the Licensed Software, the License Type or License Term indicated in the Sales maximum organization size, and/or other applicable Order. Any terms or conditions of a Sales Order or other limitations or conditions associated with the pricing of document submitted by Licensee that are in addition to or Licensee's license, as specified in the Sales Order. inconsistent with the terms of this Agreement will not be binding on Novotx unless Novotx expressly agrees to the (d) "License Term" means the duration of the applicability of such terms in writing signed by an software license being procured by Licensee under this authorized officer of Novotx. Agreement, as specified in the Sales Order and as may be renewed and/or terminated in accordance with this 1.3 Acceptance of Terms. Licensee will be deemed Agreement. to have accepted this Agreement either by signing this (e) "License Type" means the type of license (such document or by submitting the Sales Order. as a production license, evaluation license, or 2. LICENSE GRANT AND SCOPE development and/or demonstration license) being 2.1 Grant. Subject to the terms and conditions of this procured by Licensee under this Agreement, as specified Agreement, Novotx grants to Licensee a non-exclusive, in the Sales Order. If the License Type is not specified in non-transferable license, during the License Term and the Sales Order, it will be presumed to be a production within the License Limits,to: license or, if no license fees are being charged, a non- production evaluation license. (a) install and use the Licensed Software, in executable form only, solely to the extent and for the (f) "Licensed Software" means Novotx's computer purpose(s) described in Section 2.2 for the given License software program(s) for which Licensee is procuring a Type; license pursuant to the Sales Order, and any modules, add-ons, interfaces, modified versions, updates or (b) configure the Licensed Software, using the enhancements to such programs that Novotx may provide macro or scripting languages, published application to Licensee pursuant to Maintenance and Support or programming interfaces (APIs), and/or other mechanisms pursuant to the Sales Order or a separate, applicable provided or specified by Novotx for that purpose, services agreement (if any) between Licensee and consistent with all applicable configuration instructions and Novotx. other guidelines set forth in the Documentation; and (g) "Maintenance and Support" has the meaning given in Section 4.2. Page 576 of 650 (c) reproduce the Licensed Software solely as (f) Other License Types. If the License Type is of necessary to facilitate its installation, configuration, and a kind not described above, the Licensed Software may be use as authorized above. installed and used only to the extent and for the 2.2 Scope of Use. Unless otherwise expressly purpose(s)expressly described in the Sales Order. agreed in the Sales Order, the Licensed Software may be 2.3 Use by Representatives. The license rights installed only on servers owned or controlled by Licensee, granted above will extend to Licensee's employees, configured and used only for Licensee's internal business agents, consultants, and independent contractors, but or organizational purposes, and accessed only on solely to the extent they are acting on Licensee's behalf compatible devices via the web-based or other interface(s) and otherwise comply with the terms and conditions of this enabled and documented by Novotx. The scope of Agreement. Licensee will be responsible for all of such Licensee's permitted installation and use of the Licensed persons' acts and omissions in relation to the Licensed Software is further limited based on the License Type, as Software as if they were Licensee's own acts and follows. omissions. (a) Production License. If the License Type is a 2.4 License Limits. Licensee acknowledges that the production license, the Licensed Software may be pricing of the license granted under this Agreement is installed and used only: (i) on one server for production based in part on the License Limits set forth in the Sales use; (ii) on one server solely for non-production staging Order. and testing purposes; and (iii) on one server solely for backup or emergency fail-over purposes (to be used only (a) User Limits. Any stated limit on the number of users indicates the maximum number of individuals who if and when the primary production server is unavailable). may at any time possess login credentials to access or (b) Non-Production Licenses Generally. If the use the Licensed Software under Licensee's license. License Type is not a production license, the Licensed Multiple individuals may not share the same login Software may not be installed or used in a production credentials. environment, but may be installed and used only: (i) on one server solely for the kind(s) of use that are associated (b) Organizational Units. If the Sales Order with the specific non-production License Type, as set forth indicates that the license is for use by or for any particular organizational unit(s) below; and (ii) on one server solely for backup or (for example, a department or emergency fail-over purposes (to be used only if and when division within Licensee's organization), then the license the primary server is unavailable). granted hereunder extends only to use by or for (as the case may be)such organizational unit(s). (c) Beta or Evaluation. A beta and/or evaluation License Type allows Licensee to test and evaluate the (c) Organization Size. Any stated limit on the size Licensed Software in a non-production environment in of Licensee's organization or applicable organizational unit order to: (i) identify issues in the Licensed Software and shall, unless otherwise provided in the Sales Order, refer provide feedback to Novotx; and/or (ii) assess whether to of the total number of individuals employed by or procure a production license from Novotx. otherwise regularly working within that organization or organizational unit. (d) Development. A development License Type allows Licensee to use the Licensed Software in a non- (d) Increasing License Limits. If any change (such production environment directly in support of Licensee's as any increase in the number of users or growth of development and testing of its own software applications Licensee's organization) would cause the License Limits to be exceeded, then in order to continue using the or services that interface or interoperate with the Licensed Software. For clarity, a development License Type does Licensed Software, Licensee must increase the License not include or imply any rights to reverse engineer or Limits commensurate with those changes, by executing a create derivative works of the Licensed Software. new or revised Sales Order with Novotx and paying the corresponding additional fees that are then in effect. (e) Demonstration. A demonstration License Type allows Licensee to use the Licensed Software in a non- 2.5 Restrictions. Licensee acknowledges that the production environment to demonstrate the Licensed Licensed Software and its structure, organization, and Software and, if combined with a development License source code constitute valuable trade secrets of Novotx Type, to demonstrate Licensee's own software and its licensors. Except as expressly permitted by this applications or services that interface or interoperate with Agreement, Licensee agrees that Licensee shall not, and the Licensed Software, in each case for the purpose of shall not permit any third party that acquires access directly or indirectly encouraging third parties to license through its relationship with Licensee, to: (i) modify, adapt, the Licensed Software from Novotx or its authorized alter, translate, or create derivative works of the Licensed channel partners. For clarity, a demonstration License Software; (ii) sublicense, distribute, sell, use for service Type does not include or imply any license rights under bureau use, lease, rent, loan, or otherwise transfer the T Type 's trademarks, or any rights to sublicense or Licensed Software to any third party; (iii) reverse engineer, distribute the Licensed Software. Licensee will make no decompile, disassemble, or otherwise attempt to derive representations, warranties, or other statements regarding the source code for the Licensed Software (except to the the Licensed Software that are inconsistent with Novotx's extent, if any, that applicable law prohibits restrictions on published literature or that state or imply any endorsement such activities); (iv) remove, alter, cover or obfuscate any by Novotx or any authority to speak or act on Novotx's copyright notices or other proprietary rights notices behalf. included in the Licensed Software; or (v) otherwise install, 2 Page 577 of 650 configure, reproduce, or use the Licensed Software except Novotx will provide Licensee with application maintenance as expressly permitted under Section 2.1. and technical support services for the Licensed Software 2.6 Reservation of Rights. As between the parties, ("Maintenance and Support") as described in the the Licensed Software, and all worldwide intellectual attached Exhibit A, subject to Licensee's payment of all property rights therein, are the exclusive property of applicable fees as provided therein. Novotx and its licensors. All rights in and to the Licensed 5. FEES AND PAYMENT Software not expressly granted to Licensee in this Agreement are reserved by Novotx and its licensors. 5.1 Fees. Licensee will pay the license, Maintenance and Support, and other fees specified in the original Sales Novotx shall have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, Order and any revised or subsequent Sales Orders recommendations or other information provided by executed by both parties. Licensee or any other party relating to the Licensed 5.2 Payments. The fees will be payable in Software, except to the extent, if any, that it contains accordance with the payment schedule, if any, specified in Confidential Information of Licensee that is not specifically the applicable Sales Order. If not otherwise specified in related to the Licensed Software, as acknowledged by the Sales Order: (i) license fees are due and payable in Novotx in writing. advance at the beginning of the License Term and, if 3. DELIVERY AND ACCEPTANCE applicable, each renewal period; and (ii) Maintenance and Support fees, if applicable, are due and payable in 3.1 Delivery. Novotx will deliver the Licensed advance at the beginning of the relevant Maintenance and Software to Licensee by making it available for download Support period, as more fully set forth in the attached by Licensee, or by installing it via remote access to Exhibit A. All payments must be made in U.S. dollars. Licensee's designated server(s), as specified in the Sales Any amounts not paid within thirty (30) days of the invoice Order or otherwise mutually agreed by the parties. date will accrue interest at the lesser of one and one-half Licensee agrees to provide Novotx will all cooperation percent (1.5%) per month or the maximum rate permitted reasonably necessary to enable such delivery, and by applicable law, from the due date until paid. Licensee acknowledges that installation or other implementation shall reimburse Novotx for all its costs and expenses, services by Novotx may be subject to additional fees, as including reasonable fees of its legal counsel, reasonably specified in the Sales Order or a separate services incurred by Novotx in collecting any amounts past due agreement between the parties. from Licensee that are not subject to good faith dispute. 3.2 Additional Materials. The Licensed Software 5.3 Price Changes. Novotx's prices are subject to may be accompanied by, or Novotx may separately make change, except as otherwise agreed in the Sales Order. available to Licensee, Documentation, additional software, Any periodic license or Maintenance and Support software developer kits, APIs, scripts, templates, and/or renewals, and any increase in License Limits, will be other materials that relate to the Licensed Software charged at the fees then in effect. By permitting the (collectively, "Additional Materials"). The Additional License Term or Maintenance and Support term to renew Materials may be furnished under separate licensing terms after being informed of any price change, Licensee agrees (including open-source license terms, where applicable), to pay the updated fees upon such renewal. and you agree to read and comply with any such terms as they apply to the Additional Materials. Except as otherwise 5.4 Taxes. Fees exclude, and Licensee will bear, all applicable sales, use, and other taxes and all applicable provided in any such licensing terms (as applicable), or in the absence of such terms, you may use the Additional export and import fees, customs duties and similar Materials only in support of your authorized installation, charges. When applicable, Novotx may include any taxes that it is required to collect as a separate line item on an configuration, and use of the Licensed Software, and such Additional Materials will be subject to the same restrictions invoice. and reservations of rights that apply to the Licensed 5.5 Audit Rights. On Novotx's request, no more Software as set forth in this Agreement. frequently than annually, Licensee shall furnish to Novotx 3.3 Acceptance. The Licensed Software will be an executed certification: (i) verifying that the Licensed deemed accepted upon delivery as set forth above, except Software is being used pursuant to the terms of this to the extent otherwise expressly agreed in the Sales Agreement; (ii) verifying the number of users or metrics Order. In any event, the Licensed Software will be deemed relevant to the applicable License Limits; and (iii) listing accepted no later than Licensee's deployment or use the site(s) where the Licensed Software is installed. thereof in a production environment. Licensee agrees to grant Novotx reasonable access to Licensee's relevant site(s), systems and personnel upon 4. TRAINING; MAINTENANCE AND SUPPORT two (2) weeks prior written notice during normal business 4.1 Training Services. Novotx will provide the hours to audit the use of the Licensed Software for the training services defined in the applicable Sales Order, if purpose of verifying compliance with this Agreement. any, in exchange for the fees specified therein. Licensee 6. WARRANTY AND DISCLAIMERS will be invoiced separately for any travel related expenses 6.1 Performance Warranty. If the License Type is a incurred by Novotx employees in connection with any such training services. production license, for a period of ninety (90) days after the Licensed Software is first accepted under Section 3.3 4.2 Maintenance and Support. If the License Type (the "Warranty Period"), Novotx warrants that the is a production license or other form of paid license, Licensed Software, when used as permitted by Novotx 3 Page 578 of 650 and in accordance with the Documentation, will operate manner and application(s) in which it chooses to use or substantially as described in the Documentation. Novotx rely upon the Licensed Software. Licensee is responsible does not warrant that the functions provided by the for confirming the accuracy, sufficiency, timeliness, and Licensed Software will meet all of the requirements of the suitability of any output of the Licensed Software before Licensee or that the Licensee's use of the Licensed acting or relying upon the same in any way that could Software will be error-free or uninterrupted. If the cause property damage, personal injury, economic loss, or foregoing warranty is breached, Novotx will, at its expense other harm. Licensee shall not use the Licensed Software and for a cure period of sixty (60) days after written notice in applications or environments requiring fault-tolerant or of the breach, use commercially reasonable efforts to fail-safe performance. correct any material, reproducible error in the Licensed Software reported to Novotx by Licensee in writing during (b) Professional Advice. Given the complex and changing nature of laws, rules and regulations, the the Warranty Period. If Novotx is unable to remedy the breach this warranty within the sixty (60) day cure Licensed Software and Maintenance and Support may not period, Licensee shall have the right to terminate this reflect, and cannot ensure licensee's compliance with, all license upon the end of such cure period for a refund of applicable legal requirements. Novotx is not rendering Licensee's prepaid license fees. The foregoing sets forth accounting, tax, legal, or other professional advice. The Novotx's sole obligation and Licensee's exclusive remedy software and services furnished by Novotx, and the for any breach of warranty. Any error corrections, updates, information obtained through use of the Licensed Software, should not be used as a substitute for or the like provided to Licensee will not extend the Warranty Period. The limited warranty granted under this consultation with professional accounting, tax, legal or Section does not extend to: (i) changes or errors in the other competent advisers. operating system or hardware on which the Licensed (c) Input and Configuration. Licensee is solely Software operates; (ii) problems caused by the improper responsible for any data input into the Licensed Software, installation or use of, or any alterations to, the Licensed for providing all necessary internet connectivity and other Software by Licensee or any third party receiving access infrastructure or system resources necessary for proper to the License Software through Licensee; (iii) problems operation of the Licensed Software, and for the accuracy caused by any data input into the Licensed Software; or and suitability of any configuration of the Licensed (iv) problems caused by third-party equipment, software, Software requested or made by Licensee, including or services, including but not limited to any unavailability situations where Novotx has worked with licensee to of, errors in, or changes to any Online Services. configure the Licensed Software at Licensee's request. 6.2 No Other Warranties. THE EXPRESS Licensee should perform a complete review and testing of WARRANTIES IN SECTION 6.1 ARE IN LIEU OF ALL the Licensed Software and any Additional Materials, as OTHER WARRANTIES, EXPRESS, IMPLIED OR each may be updated from time to time, before STATUTORY, REGARDING THE LICENSED implementing or using the same in a production SOFTWARE,ADDITIONAL MATERIALS, MAINTENANCE environment. AND SUPPORT, AND OTHER SERVICES FURNISHED (d) Security. Licensee agrees that it has full HEREUNDER, AND NOVOTX EXPRESSLY DISCLAIMS responsibility for the security of its systems and data. ALL OTHER WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A 7. INDEMNITIES PARTICULAR PURPOSE, SECURITY, TITLE AND NON- 7,1 Infringement Claims. Novotx will defend at its INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSEE own expense any action against Licensee brought by a ACKNOWLEDGES THAT IT HAS RELIED ON NO third party to the extent that the action is based upon a WARRANTIES OTHER THAN THE EXPRESS claim that the Licensed Software infringes any patents or WARRANTIES PROVIDED HEREIN AND THAT NO any copyrights or misappropriates any trade secrets of a WARRANTIES ARE MADE HEREIN BY ANY OF third party, and Novotx will pay those costs and damages NOVOTX'S LICENSORS. finally awarded against Licensee in any such action that 6.3 Online Services. Any Online Services that are specifically attributable to such claim or those costs Novotx leverages or makes accessible through the and damages agreed to in a monetary settlement of such Licensed Software will be obtained from sources believed action. If the Licensed Software becomes, or in Novotx's to be reliable, but their availability, accuracy, opinion is likely to become, the subject of an infringement completeness, timeliness, and suitability are not claim, Novotx may, at its option and expense, either: (i) guaranteed. Licensee agrees that Novotx is not procure for Licensee the right to continue using the responsible for the Online Services, for any change, Licensed Software; (ii) replace or modify the Licensed interruption, error, or discontinuation of any Online Software so that it becomes non-infringing; or (iii) accept Services, or for any resulting adverse effects upon the return of the Licensed Software, terminate this Agreement performance or output of the Licensed Software. in whole or in part as appropriate upon written notice to Licensee, and refund to Licensee a pro-rata portion of the 6.4 Licensee Responsibilities. fees paid for such Licensed Software (if any)to reflect the (a) Business Expertise; Suitability. Licensee period of lost use. If the License Term is perpetual, such acknowledges that the Maintenance and Support and pro-rata refund will be computed according to a thirty-six other services furnished hereunder are provided to assist (36) month straight-line amortization schedule beginning Licensee in the use of the Licensed Software and not as a upon delivery of the Licensed Software; otherwise, the replacement for Licensee's expertise and knowledge of its pro-rata refund will be the unused portion of license fees business. Licensee assumes all risks associated with the paid for the period affected by the termination. 4 Page 579 of 650 Notwithstanding the foregoing, Novotx will have no 9. CONFIDENTIALITY obligation under this Section 7.1 or otherwise with respect to any infringement claim based upon: (i) use of the 9.1 Confidentiality Obligations. Each party agrees Licensed Software not in accordance with this Agreement; to maintain any Confidential Information received from the other party in confidence using the same degree of care (ii) use of the Licensed Software in combination with that it uses to maintain its own Confidential Information in products, equipment, software, data, or services not supplied by Novotx; (iii)use of any release of the Licensed confidence, but in no event not less than reasonable care. Software other than the most current release made The recipient of any Confidential Information shall not available to Licensee; or (iv) modification of the Licensed disclose such Confidential Information to any third party Software by any person other than Novotx or its without prior written approval of the disclosing party or use authorized agents or subcontractors. THIS SECTION 7.1 such Confidential Information for any purpose not STATES NOVOTX'S ENTIRE LIABILITY AND contemplated by this Agreement. The foregoing LICENSEE'S EXCLUSIVE REMEDY FOR ANY CLAIMS restrictions shall not apply to any information for which the LI LIINFRINGEMENT. receiving party can document: (i) was already lawfully OF known to the receiving party at the time of disclosure by 7.2 Third-Party Claims. Licensee will defend at its the disclosing party; (ii) is disclosed to the receiving party own expense any action against Novotx brought by a third by a third party who had the right to make such disclosure party arising out of Licensee's use of the Licensed without any confidentiality restrictions; (iii) is, or through no Software except to the extent that the action is covered fault of the receiving party has become, generally under Section 7.1, and Licensee will pay those costs and available to the public; or (iv) is independently developed damages finally awarded against Novotx in any such by the receiving party without access to, or use of, the action that are specifically attributable to such claim or disclosing party's Confidential Information. In addition, the those costs and damages agreed to in a monetary receiving party may disclose Confidential Information of settlement of such action. the other party to the extent required by applicable law or 7.3 Conditions. The indemnifying party's obligations regulation; provided that the party required to make such under this Section 7 are conditioned on the other party: (i) disclosure gives the other party prompt written notice and sufficient opportunity to object to such disclosure, or to notifying the indemnifying party promptly in writing of the request confidential treatment. action for which defense or indemnity is sought; (ii) giving the indemnifying party sole control of the defense thereof 9.2 Return of Confidential Information. The and any related settlement negotiations; and (iii) receiving party will return to the disclosing party or destroy cooperating and, at the indemnifying party's request and all Confidential Information of the disclosing party in the expense, assisting in such defense. receiving party's possession or control and permanently 8. LIMITATION OF LIABILITY. NOVOTX'S TOTAL erase all electronic copies of such Confidential Information CUMULATIVE LIABILITY IN CONNECTION WITH ANY promptly upon the written request of the disclosing party LICENSED SOFTWARE, ADDITIONAL MATERIALS, OR upon the expiration or termination of the Agreement. The MAINTENANCE AND SUPPORT OR OTHER SERVICES receiving party will certify in writing signed by an officer of PROVIDED UNDER THIS AGREEMENT, WHETHER IN the receiving party that it has fully complied with its CONTRACT, TORT OR OTHERWISE, WILL NOT obligations under this Section 9.2. EXCEED THE AMOUNT OF FEES PAID BY LICENSEE 10. TERM AND TERMINATION TO NOVOTX UNDER THIS AGREEMENT FOR THE LICENSE OF THE LICENSED SOFTWARE OR (IF 10.1 Term. The term of the Agreement will begin on APPLICABLE) FOR THE RELEVANT SERVICES. IN NO the Effective Date and will continue in force until the EVENT WILL NOVOTX BE LIABLE TO LICENSEE OR expiration of the License Term (as the same may be ANY THIRD PARTY CLAIMING THROUGH LICENSEE renewed in accordance with this Agreement)or indefinitely FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, if the License Term is perpetual, subject to termination as PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, OR provided in Section 10.2. FOR ANY LOST, DAMAGED OR CORRUPTED DATA, 10.2 Termination. LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR REPUTATION, BUSINESS (a) For Breach. Either party may terminate the INTERRUPTION, WASTED MANAGEMENT TIME, DATA License Term and this Agreement if the other party CONVERSION ISSUES, DAMAGE TO LICENSEE'S breaches any material provision of the Agreement and COMPUTERS OR COMMUNICATIONS NETWORK, OR does not cure such breach within thirty (30) days after COSTS OF PROCUREMENT OF SUBSTITUTE GOODS receiving written notice thereof. OR SERVICES, ARISING FROM OR RELATING TO (b) Evaluation Licenses. If the License Type is a THIS AGREEMENT OR THE LICENSED SOFTWARE, non-production beta and/or evaluation license, the License ADDITIONAL MATERIALS, MAINTENANCE AND Term and this Agreement may be terminated by Novotx at SUPPORT, OR OTHER SERVICES PROVIDED any time, and will automatically expire (without renewal HEREUNDER, HOWEVER CAUSED AND UNDER ANY option, unless otherwise specified in the Sales Order) at THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED the end of the stated License Term. License is under no TO NEGLIGENCE, TORT, INTENTIONAL obligation to purchase a paid license during the evaluation MISCONDUCT, STRICT LIABILITY, CONTRACT OR License Term, but must do so in order to continue using OTHERWISE, EVEN IF SUCH DAMAGES WERE the Licensed Software after the evaluation License Term FORESEEABLE OR NOVOTX HAS BEEN ADVISED OF ends. THE POSSIBILITY OF SUCH DAMAGES. 5 Page 580 of 650 10.3 License Renewal. If the License Term is not impact of such transaction in relation to the License Limits perpetual, it will be renewable (i.e., subscription-based) or and other restrictions of this Agreement, and take all non-renewable (i.e., fixed-term) as specified in the Sales actions (including those described in Section 2.4(d)) Order. If not so specified, it will be presumed to be reasonably necessary in order to remain in compliance renewable if the License Type is a production license or with this Agreement. non-renewable otherwise. If the License Term is renewable, it will automatically extend for successive 11.2 Notices. Any notice required or permitted by this Agreement will be in writing and will be deemed effective renewal periods, each equal to the initial license duration stated in the Sales Order (unless otherwise indicated upon receipt, when sent by confirmed email or when delivered in person or by express delivery service, or therein), unless and until either party notifies the other of non-renewal at least thirty (30) days in advance. Either mailed, first class, registered or certified mail, postage prepaid, to the address of the party specified party may exercise its non-renewal right for any reason or y this no reason. Agreement or such other address as such party may specify in writing. 10.4 Effects of Termination. Upon termination or expiration of the Agreement for any reason: (i) any 11.3 Governing Law and Arbitration. This Agreement will be governed by and interpreted in amounts owed to Novotx under this Agreement before such termination or expiration will be immediately due and accordance with the laws of the State of Utah, without payable; (ii)all license rights granted in the Agreement will reference to its choice of laws rules. The prevailing party immediately cease to exist; and (iii) Licensee must in any dispute under this Agreement will be entitled to promptly discontinue all use of the Licensed Software, recover from the other party its reasonable attorney fees erase all copies of the Licensed Software from Licensee's incurred with respect to that dispute. computers, and return to Novotx or destroy all copies of 11.4 Waivers. All waivers must be in writing to be the Licensed Software on tangible media in Licensee's effective. Any waiver or failure to enforce any provision of possession. For avoidance of doubt, termination of this the Agreement on one occasion will not be deemed a Agreement will not preclude either party from pursuing any waiver of any other provision or of such provision on any available legal remedies for any default of the other party's other occasion. obligations. 11.5 Severability. If any provision of the Agreement is 10.5 Survival. Sections 0, 2.6, 5.3, 5.5, 6.1, 6.3, 7, 8, unenforceable, such provision will be changed and 9, 10.4, 10.5, and 11, together with any accrued payment interpreted to accomplish the objectives of such provision obligations, will survive expiration or termination of the to the greatest extent possible under applicable law and Agreement for any reason. the remaining provisions will continue in full force and 11. GENERAL effect. 11.1 Assignment. Except as permitted below, this 11.6 Force Majeure. No party shall be liable for failure Agreement may not be assigned or transferred by either or delay in performing its obligation (other than payment of party without the other party's prior written consent, and money)for causes beyond its reasonable control. any attempt to do so will be void. Either party shall have 11.7 Entire Agreement; Counterparts. This the right to assign this Agreement to any successor to its Agreement, together with any Exhibits and related Sales business or assets to which this Agreement relates, Orders, constitutes the entire agreement between the whether by merger, sale of assets, sale of stock, parties regarding the subject hereof and supersedes all reorganization or otherwise; provided, however, that prior or contemporaneous agreements, understandings, Licensee may not transfer this Agreement, by assignment, and communication, whether written or oral. This merger, change of control, operation of law, or otherwise, Agreement shall not be modified except by a subsequently to any software company or competitor of Novotx. In the dated written amendment signed by an officer of Novotx event of an assignment, merger or change of control of and a duly authorized representative of Licensee. This Licensee, Licensee will promptly notify Novotx of the Agreement may be executed in counterparts, which taken transaction, consult with Novotx regarding the anticipated together shall form one legal instrument. The parties by their authorized representatives have entered into this Agreement as of the Effective Date. NOVOTX LLC LICENSEE: Signed: Signed: Name: Name: Title: Title: Date: Date: 6 Page 581 of 650 Exhibit A Maintenance and Support Novotx will provide technical support and maintenance services for the Licensed Software based upon the following terms and conditions and those set forth in the Software License Agreement("Agreement")to which this Exhibit is attached. Capitalized terms used but not defined in this Exhibit have the meanings given in the Agreement. 1. Technical Support Services: Technical support fee for Maintenance and Support in connection with services shall include call management, entitlement perpetual license will be calculated as of the beginning of verification, issue prioritization, basic installation the annual period based upon the list price of the Licensed assistance, issue analysis, program error re-creation, Software as if a perpetual license were being purchased at application diagnostics and the corresponding resolution such time. Licensee will be invoiced for annual renewals of such issue or issues through operational instruction, on or before the date of expiration of the then current term. work-arounds, or corrections to the object code of the Novotx reserves the right to amend its fees annually with application. Training, implementation, configuration, and prior written notice and Licensee shall have the right to no customization services are outside the scope of technical longer subscribe for Maintenance and Support. support, and are subject to additional charges. 7. Applicability to Free Licenses: If the license for the 2. Maintenance Services: Maintenance services shall Licensed Software is granted free of charge, Licensee will include delivery of all updates (as described below)for the not be entitled to Maintenance and Support unless Licensed Software that are commercially released during expressly agreed by Novotx in the Sales Order, in which the term of Licensee's Maintenance and Support case fees for Maintenance and Support will be as set forth entitlement. Updates consist of new releases that may in the Sales Order, subject to change as provided above. provide functional enhancements and error corrections. New products, separately serialized modules, and 8• Exclusions: Novotx has no obligation to perform software customizations are not considered updates and technical support services related tl (i) hardware, are not included in the maintenance services. Licensee software, data, or services not suppplied Novotx will have sole responsibility for the installation of any (including but not limited to Online Services); (ii) updates. modifications or customizations made to the Licensed Software by anyone other than Novotx or its 3. Scope of Services: Services will be provided during representatives; (iii) installation or use of the Licensed Novotx's normal hours of operation, Monday through Software other than as authorized in the Agreement and Friday from 7:00 AM to 6:00 PM Central Time, excluding described in the Documentation; or (iv) Licensee's failure national holidays. Basic services will include unlimited to implement error corrections, work-arounds, or updates phone and email access to technical support as well as furnished by Novotx (collectively, the "Excluded online access to Novotx's client services website. Causes"). Without limiting the foregoing, Novotx reserves Enhanced services may also be made available by Novotx the right to charge Licensee additional fees for services from time to time and contracted by Licensee. rendered in connection with reported program errors that 4. Term: Subject to the terms of the Agreement and are subsequently determined to have been due to any of Licensee's payment of all fees specified below, Licensee the Excluded Causes. Any such fees will be charged on atime-and-materials basis. is entitled to receive the Maintenance and Support described herein: (i)for the duration of the License Term if 9. Payment: Licensee is responsible for the full the License Term is fixed-term or subscription-based; or payment, including any applicable sales and/or use taxes, (ii)for a period of one year, measured from the the end of for services received. Licensee's Maintenance and the Warranty Period (and subject to renewal as provided Support entitlement shall immediately expire if payment is below), if the License Term is perpetual. thirty (30) days past due. If Licensee cancels services at 5. Annual Renewal of Service: If the License Term is any time, no refund, pro-rated or otherwise, will be perpetual, then thirty (30) days prior to the annual provided. expiration date of Maintenance and Support service, 10. Reinstatement of Services: In the event of Novotx will invoice Licensee for the annual renewal of cancellation of or non-payment for Maintenance and service pursuant to the current terms, conditions and Support, any subsequent renewals will be subject to a pricing then in effect. Such service will be automatically reinstatement charge of 25% of the then-current Licensed renewed unless canceled in writing by Licensee prior to Software perpetual license fee, plus any unpaid historical the annual expiration date or in the event of non-payment and current annual fees. by the renewal date. 11. Registered Users: Licensee shall provide and 6. Fees: Fees for Maintenance and Support services maintain a list of registered users that may be contacted are: (i) included in the fees paid for a fixed-term or by Novotx in relation to Maintenance and Support. subscription-based license to the Licensed Software Licensee may amend the list of registered users at any (provided such license is not granted free of charge); or(ii) time by providing written notice to Novotx. charged on an annual basis, in an amount equal to twenty percent(20%)of the then-current list price of the Licensed 12. Conditions of Service: The receipt and use of the Licensed Software and associated Maintenance and Software (or the most recent list price if the Licensed Support is subject to the terms and conditions of the Software version being used is no longer available for sale by Novotx) if the License Term is perpetual. The annual original Agreement and Licensee's adherence to associated documentation and maintenance of the system Page 582 of 650 requirements of the Licensed Software. Novotx reserves the right to suspend Maintenance and Support for any outdated versions of the Licensed Software with prior notification to Licensee. 8 Page 583 of 650 CITY OF WATERLOO Council Communication Resolution approving and accepting assignment and quit claim of sanitary sewer easement from Youngblut Construction Company, located south and east of 777 Isle of Capri Boulevard, and authorizing the Mayor and City Clerk to execute said document. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ Aerial Map Backup Material ❑ Easement Agreements Backup Material ❑ Legal Description Backup Material Resolution approving and accepting assignment and quit claim of sanitary SUBJECT: sewer easement from Youngblut Construction Companylocated south and east of 777 Isle of Capri Boulevard, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Approval The area where the new easements would be located have what was originally built as a private sanitary sewer within them. The easement was Summary Statement: supposed to be dedicated in 1978, but that did not happen. Executing the attached documents will clarify and correct the situation from 1978 and get an easement over an existing sanitary sewer. Expenditure Required: No expenditure required for the easement. Source of Funds: N/A Policy Issue: Infrastructure A perpetual easement for sanitary sewer over, under and across the West 30 feet of that part of the Southeast Quarter(SE 1/4) of the Southeast Quarter (SE 1/4) of Section 12, Township 88 North, Range 13 West of the Fifth P.M., Black Hawk County, Iowa, lying(Sally) of relocated U.S. Highway Legal Descriptions: 218. And A perpetual easement for sanitary sewer over, under and across the West 30 feet and the South 30 feet of the East One-Half(E %) of the Northeast Quarter(NE 1/4) of Section 13, Township 88 North, Range 13 West of the Fifth P.M., Black Hawk County, Iowa. Page 584 of 650 I laid,. WWI t ti-,7 '42'. ':�'' 1 .Z `t• ^'.v .pO x. '. Qo F '. 4L`�' •} In Qom` OOl ,1'NI�i9 [�- t ' r �_ ,. ..Vii, �'`'�8 I s ,,,�� �,�°'F^;�ti}� �� �' * uu ;;. � � fl1 �3 � I t, � �J� �' ��'l.La;•S7' d - 0' ,.� .I I � �•�- �� �.; ISLE pj-:• _ 'll=) - - �i' �'I�,�) 6.i) i,j •tat KLN_T�ft l�.f�T � ���/�,� 218 + 0 Oct 1ct �. 1,i1, F a: ir K FSHAULIS F l �V� 1" i, { •T .t7� ' � 7. ? � Lam!{) 1 x' r, Q Al I I. • .r7F� �+sr � a ;�y t� I � _ -,moi' 1i ` r �'s _t _ —' - _. _- - —. .. - .. '•, a'. fr`,d l�7 245 0 490 Feat LS LAf• (M� CEDAR KNOLL C lf�r'J►,r! _ CEJ hArti;:_f ,,. I� -.f .e `2✓ _3 ''� _i'- y - - .L� l' C'J ,y (M� LD, ( .r:� f'�.S,f .s '1 r 1. Page 585 of 650 i. f i { S F igg[ f. k �g f Prepared by Christopher S. Wendland,k0.Box 596 Waterloo IA 50704. Phone 319)234-5701 After recording,return to City of Waterloo,715 Mulberry Street,Waterloo,IA 50703,Attn:Jamie Knutson. i ASSIGNMENT AND QUIT CLAIM OF EASEMENT In consideration of the sum of$1.00 and other consideration,the receipt and sufficiency of which is hereby acknowledged, Youngblut Construction Company, Inc., a/k/a Youngblut Construction Co., Inc. ("Youngblut") does hereby assign, transfer, convey and quit claim to the City of Waterloo,Iowa("City"),all of its right,title and interest in and to an casement upon certain teal property described, as follows: A perpetual easement for sanitary sewer over, under and across the West 30 feet and the South 30 feet of the East One-half(E 1/2) of the Northeast Quarter (NE %a) of Section 13, Township 88 North, Range 13 West of the Fifth P.M., Black Hawk County, Iowa. This Assignment and Quit Claim is given in fulfillment of that certain -Agreement between Youngblut and City dated January 9, 1978 and recorded January 27, 1978 in Misc.Boole 221,page 713, which easement derives from an Easement from Lloyd Kiefer to Youngblut dated June 19, 1975 and recorded November 17, 1977 in Easement Book 5, Page 932. 5 Youngblut intends by this instrument to transfer to City airy and all rights of Youngblut with respect to the easement described herein. This instrument is given in accordance with the provisions of Iowa Code § 490.1405 as the act of a dissolved corporation to wind up and liquidate its business and affairs. The undersigncd, as remaining officer of the corporation, has power and authority to execute and deliver this instrument. Exempt from real estate transfer tax pursuant to Iowa Code § 428A.2(17). _ f I [signature and acknowledgment on next page] i Page 586 of 650 I, Youngblut Construction Company,Inc,, a/k/a j Youngblut Construction Co.,hie. By: a: Kathy ,adley,Ircasurer STATE OF IOWA ) ) 53. BLACK HAWK COUNTY ) Acknowledged before me on J&nMdrjj aj ,2021,by Kathy Hadley as Treasurer of Youngblut Construction Company,Ine.,a/lc/a Y ungblut Construction Co.,Inc. Notary Publi 2 Page 587 of 650 f it ,r f i 1 I 3 I i Prepared by Christopher S Wendland P.O.Box 596,Waterloo,lA 50704. Phone(319)234-5701 After recording,return to City of Waterloo,715 Mulberry Street,Waterloo,IA 50703,Attn:Jamie Knutson. ASSIGNMENT AND QUIT CLAIM OF EASEMENT In consideration of the sum of$1.00 and other consideration,the receipt and sufficiency of which is hereby acknowledged, Youngblut Construction Company, Inc., a/k/a Youngblut Construction Co., Inc. ("Youngblut").does hereby assign, transfer, convey and quit claitn.to the City of Waterloo,Iowa("City"),all of its right,title and interest in and to an easement upon certain ' real property described, as follows: A perpetual easement for sanitary sewer over,under and across the West 30 feet of that part of the Southeast Quarter(5E'/)of the Southeast Quarter(SE I/h)of Section 12, Township 88 North, Range 13 West of the Fifth P.M., Black Hawk County, Iowa, lying Southwesterly(SWly)of relocated U.S. Highway 218. This Assignment and Quit Claim is given in fulfillment of that certain Agreement between Youngblut and City dated January 9, 1978 and recorded January 27, 1978 in Misc.Book 221,page 713, which easement derives from an Easement from Northwestern College, n/k/a University of Northwestern— St. Paul, to Youngblut dated June 16, 1975 and recorded November 17, 1977 in f Easement Book 5, Page 933. f Youngblut intends by this instrument to transfer to City any and all rights of Youngblut with respect to the easement described herein. This instrument is given in accordance with the provisions of Iowa Code §490,1405 as the act of a dissolved corporation to wind up and liquidate its business and affairs. The undersigned, as remaining officer of the corporation, has power and authority to execute and deliver this instrument. i Exempt from real estate transfer tax pursuant to Iowa Code § 428A.2(17). F I [signature and acknowledgment on next page] z r Page 588 of 650 I Youngblut Construction Company, Inc., Oda Youngblut Construction Co,, Inc. By: Kathy ,adley, Iffeasurer STATE OF IOWA } ss. BLACK HAWK COUNTY } Acknowledged before me on J 2 , 2021, by Kathy Hadley as Treasurer of Youngblut Construction Company, Inc., a/k/a YoungbILIt Construction Co., Inc. Notary Public r- a 2 Page 589 of 650 A perpetual easement for sanitary sewer over, under and across the West 30 feet of that part of the Southeast Quarter(SE%) of the Southeast Quarter(SE%) of Section 12,Township 88 North, Range 13 West of the Fifth P.M., Black Hawk County, Iowa, lying (SWly) of relocated U.S. Highway 218. And A perpetual easement for sanitary sewer over, under and across the West 30 feet and the South 30 feet of the East One-Half(E%) of the Northeast Quarter(NE %) of Section 13,Township 88 North, Range 13 West of the Fifth P.M., Black Hawk County, Iowa. Page 590 of 650 CITY OF WATERLOO Council Communication Resolution approving a Development Agreement with Elizabeth Blake, LLC, for an approximate 3,960 square foot addition located at 2003 Westfield Avenue(American Pattern/Zanotti Armor), and four(4)years of property tax rebates at 80 percent and two (2)years at 75 percent for the additional value, and authorizing the Mayor and City Clerk to execute said document. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ Zanotti Dev Agrmnt Backup Material ❑ Zanott exp site plan Backup Material ❑ Aerial of Zanotti area Backup Material Resolution approving a Development Agreement with Elizabeth Blake. LLC, for an approximate 3.960 square foot addition located at 2003 Westfield SUBJECT: Avenue (American Pattern/ZanottiArmor), and four(4)years of property tax rebates at 80 percent and two (2)years at 75 percent for the additional value, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Approve resolution The City has been working with American Pattem/Zanotti Armor on expanding on this site. There was a sewer running diagonally through the abutting property(due to old railroad configurations of lots)that needed to Summary Statement: be relocated to allow for the expansion. To help make the lot buildable, the City is offering rebates to American Pattem/Zanotti for site development costs due to the cost of sewer relocation. This allows them to make the addition economically feasible. Expenditure Required: Tax rebates Source of Funds: TIF revenue from tax payments Strategies 1.3, 1.4, 1.7, 3.1, and 3.8 --- creation of jobs, ways to create an Policy Issue: environment to attract population to Waterloo, create new tax base, new investment in CURA area and TIF areas Alternative: Not approve American Pattern acquired the former Flowerama building back in 2012. Since then, they have expanded the previous 9,000 sq. ft. building with Page 591 of 650 additions of 11,750 sq. ft. in 2012, 7,500 sq. ft. in 2014, and starting a Background Information: second company on site in Zanotti Armor. American Pattern employees about 35 employees in the Cedar Valley at various sites and Zanotti employs about 6 employees. This Development Agreement will continue their growth efforts in the Waterloo community. Legal Descriptions: NA Page 592 of 650 Preparer: Christopher S.Wendland P.O. l3ox 59 Waterkoo Iowa 5p704 319 234-5701 After recording, return to Community Planning&Development, 715 Mulberry Street Waterloo, IA 50703. DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of n _ , by and between ElizabethPlake, L.L.C. ("Company„) and the City of Waterloo, Iowa ("City"). RECITALS A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, 2015, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area known as the Downtown Urban Renewal and Redevelopment Plan Area ("Urban Renewal Area"). B. Company is willing and able to finance and construct a building and related improvements on property located in the Urban Renewal Area. C_ 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. City believes that the development of the Property (defined below) is in the vital and best interests of the City and in accordance with the public purposes and provisions of the applicable State and local laws and requirements under which the project has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Property; Improvements. Company owns certain real property at 2003 Westfield Avenue, Waterloo and owns or is acquiring ownership of adjoining property, all of which is described as set forth on Exhibit "A" attached hereto (the "Property"). Company shall construct on the Property a commercial building expansion of no less than 3,960 square feet, and related parking, landscaping, and other improvements to Page 593 of 650 the buildings and grounds (collectively, the "Improvements"), which shall add no less than $150,000.00 to the assessed value of the Property. The Improvements shall be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, 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. Company shall submit specific building designs and site plans for City review and approval before the commencement of construction. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Property, the Improvements, and all site preparation and development-related work to make the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 2. Timeliness of Construction. The parties agree that Company's commitment to cause the Project to be undertaken and to construct the Improvements in a timely manner constitutes a material inducement for the City to extend the development incentives provided for in this Agreement, and that without said commitment City would not have done so. Subject to Unavoidable Delays (defined below), construction of the Improvements must be Substantially Completed by December 31, 2021 (the "Project Completion Date"). For purposes of this Agreement, "Substantially Completed" means the date on which the Improvements have been completed to the extent necessary for the City to issue a certificate of occupancy relating thereto. If construction has not begun within a period to allow substantial completion by the Project Completion Date but the development of the Project is still imminent, the City Council may, but shall not be required to, grant an extension of the Project Completion Date. If construction 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 (each of the foregoing is an "Unavoidable Delay"), then time lost as a result of Unavoidable Delays shall be added to extend the Project Completion Date by a number of days equal to the number of days lost as a result of Unavoidable Delays, and thereafter if construction is not Substantially Completed within the allowed period of extension, City may terminate this Agreement as set forth in Section 11, and City shall have no further obligation hereunder_ 3. utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Property and for payment of any associated connection fees. 4. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all 2 Page 594 of 650 other lawful charges whatsoever levied upon or assessed or placed against the Property. Company further agrees that, prior to the date set forth in Section 2 of the Minimum Assessment Agreement (the "HIAA") attached hereto as Exhibit "B", it will not seek or cause a reduction in the assessed valuation for the Property as improved pursuant to this Agreement, which shall be fixed for assessment purposes, below the aggregate amount of$1,040,280.00 ("Minimum Actual Value"), through: (i) willful destruction of the Property (other than any demolition that may be authorized herein), 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 agrees to sign and deliver the MAA to City concurrently with execution and delivery of this Agreement. 5. Property Tax Rebates. Provided that Company has completed the Improvements as set forth herein and has executed the MAA as set forth in Section 4, and subject to annual appropriation by the city council, the City agrees to rebate property taxes (with the exceptions noted below) as follows: Year One 85% Year Two 85% Year Three 80% Year Pour 80% Year Five 75% Year Six 75% for any taxable value over the January 1, 2019 value of$890,280. Rebates are payable in respect of a given year only to the extent that Company has actually paid general property taxes due and owing for such year. To receive rebates for a given year, Company must submit a completed rebate request to City on the form provided by or otherwise satisfactory to City. The taxable value of the 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. 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 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 a prior year for which the assessment is based solely upon (x) the value of the Property or (y) the value of the Property and a partial value of the Improvements due to partial completion of the Improvements or a partial tax year. 3 Page 595 of 650 6. Additional Covenants of Company, In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows,- A, ollows:A, Until Substantial Completion of the Improvements, Company shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to the actual progress of Company with respect to construction of the Improvements. B. The Property will have a taxable value as set forth in the MAA, and Company agrees that the minimum actual value of the Property and completed Improvements as stated in the MAA will be a reasonable estimate of the actual value of the Property and Improvements for ad valorem property tax purposes. Company agrees that it will spend enough in construction of the Improvements that, when combined with the value of the Property and related site improvements, will equal or exceed the assessor's minimum actual value for the Property and Improvements as set forth in the MAA. C_ Until termination of the MAA, Company will maintain, preserve and keep the Property, including but not limited to the Improvements, in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements, renewals and additions. D. Company shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to any and all parts of the Property. Company agrees that (1) it will not seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute or regulation relating to the taxation of real property included within the Property that is determined by any tax official to be applicable to the Property or to Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings of any type or nature, including but not limited to delinquent tax proceedings, and (2) it will not seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real property included within the Property. E_ Company will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Company. F. During the term of the MAA, Company agrees that it will make no conveyance, lease or other transfer of the Property or any interest therein that 4 Page 596 of 650 would cause the Property or any part thereof to be classified as exempt from taxation or subject to centralized assessment or taxation by the State of Iowa. 7. 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. S. 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. S. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. 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. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in 5 Page 597 of 650 any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 9. Indemnification and Releases. A. Company hereby releases City, its elected officials, officers, employees, and agents (collectively, the "indemnified parties") from, covenants and agrees that the indemnified parties shall not be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about the Property or resulting from any defect in the Improvements. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the Property or the Improvements, due to any act of negligence or willful misconduct of any person, other than any act of negligence or willful misconduct on the part of any such indemnified party or its officers, employees or agents. B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified parties, now or forever, and further agrees to hold the indemnified parties harmless, from any claim, demand, suit, action or other proceedings or any type or nature whatsoever by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the construction, installation, ownership, and operation of the Improvements. C. The provisions of this Section shall survive the expiration or termination of this Agreement. 10. Default. The following shall be "Events of Default" under this Agreement, and the term "Event of Default" shall mean any one or more of the following events that continues beyond any applicable cure periods: A. Failure by Company to cause the construction of the Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; B. Failure by Company to pay, before delinquency, all ad valorem property taxes levied on or against the Property; C. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement or the MAA; 6 Page 598 of 650 D. Company (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent, or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the Property. E. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 11- Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement_ Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible_ Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination_ B. Defaultyb _City. Whenever any Event of Default in respect of Company occurs and is continuing, Company may take such action against City to require it to specifically perform its obligations hereunder_ Before exercising such remedy, Company shall give 30 days' written notice to City of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or if the Event of Default cannot reasonably be cured within 30 days and City shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. 7 Page 599 of 650 C. Remedies under this Agreement shall be cumulative and in addition to any other right or remedy given under this Agreement or existing at law or in equity or by statute_ Waiver as to any particular default, or delay or omission in exercising any right or power accruing upon any default, shall not be construed as a waiver of any other or any subsequent default and shall not impair any such right or power. 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 any conveyance, benefit or incentive of any type provided by City hereunder within said 180-day period is subject to reverter of title, revocation, repayment or other appropriate action to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently and in good faith with any reasonable request by City to effectuate the restoration of same, or failing such restoration Company agrees to be liable for same or for the fair value thereof, plus interest on any sums owing at the rate of 10% per annum commencing with the date of demand for payment, if said payment is not remitted to City within 30 days. 13. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company 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 acknowledges 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. 14. Performance by City. Company acknowledges and agrees that all of the obligations of City under this Agreement shall be subject to, and performed by City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with City's lawful authority. All covenants, stipulations, promises, agreements and obligations of City contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City and not of any governing body member, officer, employee or agent of City in the individual capacity of such person. 15. No Third-Party Beneficiaries. No rights or privileges of any party hereto shall inure to the benefit of any contractor, subcontractor, material supplier, or any other person or entity, and no such contractor, subcontractor, material supplier, or other 8 Page 600 of 650 person or entity shall be deemed to be a third-party beneficiary of any of the provisions of this Agreement. 16. 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, fax number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) r-jf to Company, at 1193 Lakeview Drive, Buckingham, Iowa 50612, Attention: 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, (iii) 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_ 17. 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. 18. 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. 19. Severability; Reformation. 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 9 Page 601 of 650 thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 20. 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. 21. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 22. 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. 23. 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. 24. 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. [signatures on next page] 10 Page 602 of 650 CITY OF WATERLOO, IOWA ELIZABETHBLAKE, L.L.C. By- By- VV/ Quentin M. Hart, Mayor Title. Attest: Kelley Felchle, City Clerk Page 603 of 650 EXHIBIT "A" Legal Description of Property: BLAKES SUBDIVISION PLAT ALL BLAKES SUBDIVISION PLAT& PART SEC 22 T 89 R 13 COM 769.7 FT NW FROM INTERS CENTER SEC LINE WITH HELY LINE C R I & P RR TH N 215.4 FT TH SELY PAR WITH C R I & P RR 472.3 FT TH S PAR WITH SEC LINE 215.4 FT TH NWLY 472.3 FT TO PT OF BEG SEC 22 EXC BEG AT SWLY COR ABOVE DESC TH N 95.4 FT TH S 51 DEG 38 1 12 MIN E 477.6 FT TH S 85.6 FT TH N 52 DEG 35 MIN W 471.5 FT TO PT OF BEG. and Parcel "F" of Plat of Survey Doc. #2019-11053 of part of the Southwest Quarter of Section 22, Township 89 North, range 13 West fo the 51h P.M., Black Hawk County, Iowa. Page 604 of 650 EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of F ; 1 Y'LS r , by and among the CITY OF WATERLOO, IOWA ("City"), ELIZABETHBLAKE, L.L.C. ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property, described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area ("Project") within the City and within the Downtown Urban Renewal and Redevelopment Plan Area; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company 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 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 $1,040,280.00 ("Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Improvements will be substantially completed before December 31, 2021. If they are not, then the parties agree to execute an amendment to this Agreement that will extend the dates specified in Section 2 below. 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, 2035. Nothing herein shall be deemed to waive the Company's rights under Iowa Code Page 605 of 650 § 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. Nothing herein shall limit the discretion of the Assessor to assign at any time an actual value to the land and Improvements in excess of the Minimum Actual Value, 3. Company agrees that it will not seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute or regulation relating to the taxation of real property included within the Property that is determined by any tax official to be applicable to the Property or to Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings. 4. 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. 5. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 6. 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. CITY OF WATERLOO, IOWA ELIZABETHBLAKE, L.L.C. Quentin M. Hart, Mayor Title: ` Attest: Kelley Felchle, City Clerk STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) On this 2 y of da ,_ r` '�., before me a Notary Public in and for the State of Iowa, personally appeared Quentin M. Hart and Kelley Felchle, to me personally known, who being duly sworn, did say that they are the Mayor and City 2 Page 606 of 650 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 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 there voluntarily executed_ Notary Public STATE OF IOWA ) ) ss' COUNTY OF SLACK HAWK ) Subscribed and sworn to before me on by as of Elizabeth6lake, L.L.C. Notary Public 3 Page 607 of 650 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 and building upon completion of the development shall not be less than One Million Forty Thousand Two Hundred Eighty Dollars ($9,040,280.00) in the aggregate, until termination of this Minimum Assessment Agreement pursuant to the terms hereof. Assessor for Black Hawk County, Iowa Date STATE OF IOWA ) ) ss- COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on by T.J- Koenigsfeld, Assessor for Black Hawk County, Iowa. Notary Public Page 608 of 650 C, v, Ex.Concrete \ �2 M I 9� \ CN \ \ 00 coco co CU I \ \ E X 1p I \ \ EX.ST.MH U) \ \ TOP=850.50 w I \\ =842.73 m 1` EX.S . 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AMERICAN PATTERN Z NEW CLERNOUT T�+ z I AND CNC WORKS \ \ Ex.Gravel \ \ ���9��-9� \ I , W \ \ o .yo\ _1006qti 2003 WESTFIELD AVE F Q \ FM WATERLOO, IOWA z O \� o0o \ Q NEW CLEANOUT a o \\ J o� I NEW CLEANOUT J O SHEET INDEX CODE I NFO Ej OZ ImMU. J \\ \\ \ I CVR COVER, SITE PLAN BUILDING USE S-2 STORAGE W \ \\ o NEW CLEANOUT / S1.0 FOUNDATION PLAN W I EXIST.SAN.TO CONSTRUCTION TYPE 2B NON—COMBUSTIBLE \\ EX.SAN. MH I BE ABANDONED S1.1 FOUNDATION DETAILS W U �' \\ OP 2. 2 \ I IN PLACE / A1.0 FLOOR PLAN z ALLOWABLE AREA S-2 26,000 SF FL844 Q \\ �\ \ / A2.0 ELEVATIONS FL=842.52 \ \ \ I A3.0 SCHEDULES PROPOSED AREA S-2 7,500 SF A4.0 REFLECTED CEILING PLAN W ��5• \\ \\\ i NEW CLEANOl7T AND ELECTRICAL PLAN ALLOWABLE HEIGHT S-2 : 4 STORY, 40' ACTUAL HEIGHT 1 STORY, 22'-6" EXIST.SAN. MH Q NEW 3 960 SF / FIRE RATING 0 HR FAOILITY 41 I � cti r o I � � o O I NEW SAN. MH 04 W r >_ tiG I SEAL: CERTIFICATION: 00 y N m o / I HEREBY CERTIFY THAT THE PORTION OF THIS TECHNICAL N N Z W EXIST.SAN.TO SUBMISSION DESCRIBED BELOW WAS PREPARED BY ME OR W ti Y Q o BE ABANDONED UNDER MY DIRECT SUPERVISION AND RESPONSIBLE CHARGE. O H W IN PLACE I AM A DULY REGISTERED ARCHITECT UNDER THE LAWS OF Q N _ - THE STATE OF IOWA. Q O V 0HU 044, PROJECT NUMBER: ROSS DANIEL GRIMES,A.I.A. 13148 v sqA, CVR SHEET AND N SIGNATURE DATE SITE PLAN REGISTRATION EXPIRES DATE ISSUED SHEET NUMBER: 030 90 SITE PLAN PAGES OR SHEETS COVERED BY THIS SEAL: CVR SCALE 1 "=30 ' -O " CVR, S1.0, S1.1. A1.0, A2.0. A3.0. A4.0 60 120 CVR Page 609 of 650 l \ 9�F \ , ? . 4^1 .,,. l \\ 218 ` Q N W�E Cit LJ of Waterloo,Iowa S 0 bf 650 CITY OF WATERLOO Council Communication Resolution approving a Landlord Consent to Leasehold Mortgage and Estoppel Certificate with Osprey Aviation, LLC, and Community Bank and Trust, for the new hangar constructed at the Waterloo Regional Airport, and authorizing the Mayor and City Clerk to execute said document. City Council Meeting:2/15/2021 Prepared:2/4/2021 ATTACHMENTS: Description Type ❑ Consent document Cover Memo Resolution approving a Landlord Consent to Leasehold Mortgage and SUBJECT: Estoppel Certificate with Osprey Aviation, LLC. and Community Bank and Trust, for the new hangar constructed at the Waterloo Regional Airport, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Approve resolution Community Bank and Trust is requesting the City sign off on this document for their financing of the hangar project, since the City is the Landlord for Summary Statement: the project site(the hangar building is built on City-owned land due to proximity to Airport and FAA regulations, as well as present and future Airport planning. Expenditure Required: None Source of Funds: NA Strategies 1.3, 1.4, 1.7, 3.1, and 3.8 --- creation of jobs, ways to create an Policy Issue: environment to attract population to Waterloo, create new tax base, new investment in CURA area and TIF areas Alternative: Not approve Background Information: The City has seen incredible private investment in the Waterloo Regional Airport area with this being the second of two new hangars built. Legal Descriptions: NA Page 611 of 650 LANDLORD CONSENT TO LEASEHOLD MORTGAGE AND ESTOPPEL CERTIFICATE THIS LANDLORD CONSENT TO LEASEHOLD MORTGAGE AND ESTOPPEL CERTIFICATE dated February ,2021 ("Certificate"), is made and executed among Osprey Aviation,LLC,whose address is 1710 Adams Street, Cedar Palls,IA 50316 ("Tenant"), Community Bank&Trust, whose address is 422 Commercial Street,Waterloo, IA 50701 ("Lender"), and the City of Waterloo,Iowa, c/o Waterloo Regional Airport, whose address is 2790 Livingston Lane, Waterloo,Iowa("Landlord"). Tenant and Lender have entered into or are about to enter into a loan transaction ("Loan") whereby Lender has acquired or will acquire a security interest or other lien on Tenant's leasehold interest in the Property described in Exhibit A attached hereto. To induce Lender-to extend the Loan or other financial accommodations to Tenant to be secured by Tenant's leasehold interest in the Property and for other valuable consideration,with knowledge that Lender is relying thereon,Landlord and Tenant hereby agree with Lender as follows: I. LEASE. Landlord has leased the Property to Tenant pursuant to a Ground Site Lease Agreement dated December 30,2019 (the "Lease"),which is and exhibit to the Development Agreement between the City of Waterloo, Iowa and Tenant dated December 30, 2019 and recorded on October 5,2020 as Bile No. 2021-00007232 in the records of the Black I awk County, Iowa Recorder. The following Information is a summary of the basic terms and conditions of the Lease: a. Initial term from January 1,2020 through December 31,2059. b. Two (2) hive (5)year renewal options. c. To be used for private aircraft storage and maintenance. d. No security deposit. 2. ESTOPPEL. Landlord and Tenant hereby jointly and severally certify, represent and warrant to Lender that: a. The Lease (i)has been duly executed and accepted by Landlord and Tenant, (ii)is in full force and effect,and (iii) has not been modified or changed,either in writing or orally,except as reflected in the copy of the Lease provided to Lender. b. As of the date of this Certificate, (i)all conditions and obligations to be performed by either Landlord or Tenant under the Lease to the date hereof have been satisfied; (ii) there exists no breach,default, or event or condition which,with the giving of notice or the passage of time,or both,would constitute such a breach or default under the Lease; and(iii)there are no existing claims,defenses or offsets against obligations of either Landlord or Tenant under the Lease,including any against rents due or to become due JMWMn 1 n nnrvt Page 612 of 65.0 under the terms of the Lease. c. The Lease constitutes the entire agreement between Landlord and Tenant with respect to the Lease of the Property. d. No deposits or prepayments of rent have been made hi connection with the Lease, except as may be described above in the summary description of the Lease. 3. AGREEMENTS. Landlord and Tenant hereby jointly and severally agree with Lender that, during all such times as Lender is the beneficiary of the leasehold mortgage covering Tenant's interest in the Property: a. Modification. Landlord and Tenant will not consent to any modification, termination or cancellation of the Lease unless Lender first consents thereto in writing. b. Default. Landlord will notify Lender in writing concurrently with any notice given to Tenant of any breach or default on the part of Tenant under the Lease, and Landlord agrees that Lender shall have the right(but not the obligation)to cure any breach or default specified in such notice within the time periods set forth below and Landlord will not declare a default of the Lease,if Lender cures such default within thirty (3 0) days from and after expixation of the time period provided in the Lease for the cure thereof by Tenant;provided,however,that if such default cannot with diligence be cured by Lender within such thirty(3 0) day period,the commencement of action by Lender within such thirty(3 0)day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence. c. Consent to Leasehold Mortgage. Landlord hereby consents to Lender's Leasehold Mortgage on Tenant's interest under the Lease and the leasehold estate created thereby,including any inxprovements made thereto,and acknowledges that such Leasehold Mortgage shall not impose any obligation Lender or any other mortgagee under any leasehold mortgage unless and until such mortgagee shall succeed to Tenant's interest under the Lease through foreclosure or otherwise. d. Subordination. Landlord acknowledges and agrees that the Lease shall be subj ectto and subordinate in right,interest,and lien to the Lender's Leasehold Mortgage on Tenant's interest in the Lease and all buildings,improvements,and fixtures that comprise the Property but not the land that comprises the Property,in an amount not to exceed $2,248,000.00. e. Attornxnent, If Lender takes possession ofthe Lease or the Property,either as the result offoreclosure ofthe Lender's Mortgage or assignment ofthe Lease in lieu of foreclosure of the Lender's Mortgage,or otherwise,or the Lease shall be purchased at such a foreclosure by a third party,the Landlord shall attorn to the Lender or such third party and recognize the Lender or such third party as the Tenant under the Lease,and the Lender or such thirdparty will recognize and accept the Landlord as its Landlord thereunder,whereupon the Lease shall continue in full force and effect as a direct I ease between the Landlord and the Lender or such third party for the fall term thereof,together with all extensions and renewals thereof,and the Lender or such third party shall thereafter assume andperform all of the Tenant's obligations underthe Lease with the same force and effect as if the Lender or such -- third party were originally named therein as the Tenant,provided the Leased Premises 1m0'7r-n1n r,nrVI Page 613 of 650 i and/or Improvements (as defined intheLease) are used for purposes permitted under the Lease. f Liability of Lender. In the event of attomment,Lender shall have the same remedies in the event of any default by Landlord(beyond any period given Landlord to cure such default) in the performance of any terms, covenants, and conditions of the Lease on Landlord's part to be performed that are available to Tenant under the Lease. Landlord shall have the same remedies against Lender for the breach of any agreement contained in the Lease that Landlord might have had against Tenant if Lender had not succeeded to the interest of Tenant;provided the Lender shall not be: i. Liable for any act or omission ofor any claims against anyprior tenant, including Tenant;or ii. Subject to any offsets or defenses which Landlord might have against any prior tenant, including Tenant; or iii. Bound by any amendment or modification ofthe Lease,or awaiver or any of its terms made without Lender's consent; or iv. Bound byany surrender, cancellation,ortermination of theLease,inwhole or in part, agreed upon between Landlord and Tenant; or V. Liable for any construction obligation of any prior tenant, including Tenant; or vi. Liable for any breach or representation or warranty of any prior tenant, including Tenant; or g. New Lease. If Lender shall succeed to the interest ofthe Tenant under the Lease, upon the written request ofLender to Landlord,Landlord shall execute and deliver to Lender a lease of the Property upon the same terms and conditions as the Lease between Landlord and Tenant,which lease shall cover any unexpired term of the Lease existing prior to such transfer. h. Acknowledgment and Agreement by Tenant. Tenant acknowledges and agrees for itself and its heirs, successors, and assigns to each of the following: i. This Certificate does not in any way release Landlord from its obligations to comply with the terms,provisions, conditions,covenants, agreements and clauses of Lender's Leasehold Mortgage. ii. In the event of a default under the Loan, or any of the other documents executed in connection with the Loan,Tenant hereby consents to Landlord's attornment to Lender, 4. MISCELLANEOUS PROVISIONS.This Certificate shall extend to and bind the respective heirs,personal representatives,successors and assigns of the parties to this Certificate and shall be governed by and conshucd in accordance with the laws of the State of Iowa. If Landlord is other than an individual,any agent or other person executing this Certificate on behalf of Landlord represents and warrants to Lender that he or she has full power and authority to execute this Certificate on.Landlord's behalf. Lender shall not be deemed to have waived any rights under this Certificate unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of aprovision of this Certificate shall not constitute a waiver m')o-7Fn1n nrIrut Page 614 of 650 of or prejudice Leader's right otherwise to demand strict compliance with that provision or any other provision. 5. TENANT AND LANDLORD EACH ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS LANDLORD ESTOPPEL CERTIFICATE,AND EACH AGREES TO ITS TERMS. TI-IIS CERTIFICATE IS DATED FEBRUARY ' 2021. TENANT ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS LANDLORD ESTOPPEL CERTIFICATE AND ALL OTHER DOCUMENTS RELATING TO THE LOAN. TENANT: OSPREY AVIATION, LLC r— By: 4(liYmelf r PeterjX,President LANDLORD: CITY OF WATERLOO,IOWA c/o WATERLOO REGIONAL AIRPORT By: LENDER: COMMUNITY BANK&TRUST By: °` , L.q fr»o-7r-n1n nnr VA. Page 615 of 650 CITY OF WATERLOO Council Communication Resolution approving a Proposed Scope and Budget Addition Contract with Vandewalle and Associates, in the amount of$30,000, and authorizing the Mayor and City Clerk to execute said document. City Council Meeting:2/15/2021 Prepared:2/4/2021 ATTACHMENTS: Description Type ❑ Vwalle additional work Backup Material Resolution approving a Proposed Scope and Budget Addition Contract SUBJECT: with Vandewalle and Associates, in the amount of$30,000, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Approve resolution The City has an existing contract for Downtown design,planning, and analysis to help the City of Waterloo continue the positive projects in Downtown Waterloo. This budget and scope amendment would expand their work with the City for the Live Learn Initiative that the City of Waterloo Summary Statement: and John Deere are working towards. The Central City Live Learn Initiative works to create new livable neighborhoods, and coordination of training of further work force for manufacturing potential. Expenditure Required: $30,000 Source of Funds: Downtown TIF and bond funds Strategies 1.3, 1.4, 1.7, 3.1, and 3.8 --- creation of jobs, ways to create an Policy Issue: environment to attract population to Waterloo, create new tax base, new investment in CURA area and TIF areas Alternative: Not approve The City and Deere and Company have been working with Vandewalle to try and address additional needs for the City of Waterloo to help minority populations and all potential work force for additional manufacturing training, Background Information: access to education, etc. This is in addition to all the work being done in Downtown Waterloo by Vandewalle and Associates for the block by block reviews and designs, Convention Center work and relationships to other uses in area, etc. Page 616 of 650 Legal Descriptions: N/A Page 617 of 650 VANDEWALLE & ASSOCIATES INC. To: Noel Anderson, Community Planning&Development Director From: Brian Vandewalle, CEO/Owner,Vandewalle&Associates Marta Purdy, Senior Associate,Vandewalle&Associates Date: Monday,January 04, 2021 Re: Work Highlights and Proposed Scope and Budget Addition for City of Waterloo, FY2021 Vandewalle&Associates has worked closely with the Mayor and City Staff during the challenging months of 2020 to continue to advance redevelopment projects in downtown and the surrounding neighborhoods. The goal of this work is to position the City of Waterloo to continue its visionary projects that will attract development and investment when the economy comes back, as well as ready city projects for anticipated federal funding in 2021. A highlight of this work during 2020,included: • Community WINS grant—content development, narrative coordination, coordination between stakeholders for affordable housing project • Letter of Intent and Grant Narrative support for Convention Center project to Blackhawk County Gaming Board Association • Convention Center graphic creation and development,including the 5 Sullivan Brothers Memorial plaza design and redesign in birds-eye and eye-level graphics; sign design review and input; cost estimates • Convention Center promotional video for Blackhawk County Gaming Board grant request • Art Bloc—troubleshooting design concepts, spacing, and layout of additional parking; developer coordination; discussion of possible coordination with Spectra for event space • Review of the 2021 vision plan proposals from outside consultants 120 East Lakeside Street • Madison, Wisconsin 53715 • 608.255.3988 • 608.255.0814 Fax 247 Freshwater Way,Suite 530 • Milwaukee, Wisconsin 53204 • 414.988.8631 www.vandewalle.com Shaping places, shaping change Page 618 of 650 • Central City Live Learn Neighborhood o Developed cross-sections for 4t' and Franklin corridors for federal funding opportunity o Whitepaper development to capture and advance vision for neighborhood o Brief presentation to state officials to share Central City Live Learn project concept o Review of landbank strategies o Coordination and integration of workforce initiatives into Central City Live Learn project,primarily regarding advanced manufacturing workforce training • Federal funding opportunity tracking with proposed stimulus legislation • Pocket park design and cost estimates across from new Best Western Plus hotel • Bridge lighting coordination, site visit coordination, support of primary consultants, design review, strategic planning for end-to-end project plan • Preliminary"Park to Park' concept advancement for federal funding o Visitor loop graphic o Whitepaper-first draft preparation • Park Avenue Bridge review and feedback to consultants • Cedar River "Landing" coordination and advancement We anticipate that we could provide support for the following priority projects for the City of Waterloo in the next 6 months—January 2021 to June 2021: • Courier Block o Continue to understand and support the City's interests and goals for the Courier Block o Prepare needed renderings and graphics to advance the redevelopment concept • Bridge Lighting o Finalizing design development for cost estimates; apply for funding • Property Acquisition o Continue to track opportunities for redevelopment sites,including future use projections that support a potential tax base increase and/or economic impact o Coordinate key sites tracking with Waterloo Development Corporation • Cedar River Landing site (formerly called "Marina" site) o Advancing rental and food truck businesses on-site in 2021 o Continue to advance phased site redevelopment,including design review and use projections o Looking for and procuring grants that fit the projects within the Cedar River Landing site plan, such as tree plantings,plaza construction,river dredging, shade structures, etc. 01/04/21 Page 2 of 3 Page 619 of 650 o Coordinate with redevelopment efforts on adjacent sites and Cedar River Parkway planning • Funding Tracking and Procurement o Convention Center Plaza and Signage ■ Support project through graphics/whitepapers for private fundraising ■ 5 Sullivan Brothers Plaza promotional materials as needed o Transportation-related projects,including: ■ Funding for streetscapes,walkability features, and complete streets ■ Art and community-enhancement projects • Highway 218 Youth Art Underpass • Bridge and river lighting • Possible supplemental funding for Park Avenue bridge completion • Central City Live Learn Neighborhood o Continue to coordinate across initiatives—JSA, Habitat for Humanity,U of Iowa,TechWorks o Provide support for presentation to Debi Durham,Director of IEDA and IFA o Package streetscape,walkability features, and other infrastructure projects for funding opportunities o Continue to advance building trades component of initiative,working with City partners o Continue to support advanced manufacturing career center and the IGNITE program with City and TechWorks partners • Art Bloc o Continue to support parking and event solutions as project heads towards completion o Explore parking options to support residential and Amphitheater events (structured parking) o Provide support for PMT/DBMT process,if any changes need additional design review Budget$30,000 ($6,000/month for January 2021 —June 2021). Grant writing for federal grant opportunities could be in addition to this budget, depending on the requirements outlined in the federal guidelines. 01/04/21 Page 3 of 3 Page 620 of 650 CITY OF WATERLOO Council Communication Resolution approving a Professional Services Agreement with Terracon Consultants, Inc., of Cedar Falls, Iowa, in the amount of$2,500, to complete a Phase I Environmental Site Assessment of the South Waterloo Business Park U.S. Highway 20/Ansborough Avenue, and authorizing the Mayor and City Clerk to execute said document. City Council Meeting:2/15/2021 Prepared:2/10/2021 ATTACHMENTS: Description Type ❑ Agreement Backup Material Resolution approving a Professional Services Agreement with Terracon Consultants, Inc.. of Cedar Falls, Iowa, in the amount of$2,500, to SUBJECT: complete a Phase I Environmental Site Assessment of the South Waterloo Business Park U.S. Highway 20/Ansborough Avenue, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Submitted By:Noel Anderson, Community Planning and Development Director Recommended Action: Approve resolution Terracon will be completing a Phase I Environmental Site Assessment for Summary Statement: the recertification of the South Waterloo Business Park. The site was originally certified in 2016 and since the Phase I Environmental Report is over 5 years old we need to complete a new report for recertification. Expenditure Required: Up to $2,500 Source of Funds: TIF Funds Policy Issue: Economic Development Alternative: NA The City of Waterloo Certified 181 Acres of land with the State of Iowa in 2016 and are working towards recertification of the site. Certification of the site brings additional attention to Waterloo for development. The site certification process includes all of the due diligence of a site that would Background Information: typically be done after a company chooses a site. Due diligence of the site includes but is not limited to Environmental Reports, Geotech reports, existing and proposed utility locations. Since the Phase I environmental report is over 5 years old the City needs to conduct a new report in order to receive recertification of the site. Page 621 of 650 Irerracon February 8, 2021 City of Waterloo 715 Mulberry St Waterloo, IA 50703-5714 Attn: Ms. Adrienne Miller P: (319)291-4366 E: adrienne.miller@waterloo-ia.org RE: Proposal for a Phase I Environmental Site Assessment South Waterloo Business Park U.S. Highway 20/Ansborough Avenue Waterloo, IA Terracon Proposal No. P13217009 Dear Ms. Miller: Terracon Consultants, Inc. (Terracon) appreciates the opportunity to submit this proposal to the City of Waterloo (client) to conduct a Phase I Environmental Site Assessment (ESA) of the above-referenced site. We understand the site consists of an approximate 181.2-acre tract of structurally undeveloped harvested agricultural field located at the southeast quadrant of U.S. Highway 20 and Ansborough Avenue in Section 9, Township 88N, Range 13W in Waterloo, Black Hawk County, Iowa. Scope of Services Phase I ESA consistent with ASTM E1527-13 (see Section 2.0 of ■ Chain of Title/Environmental Lien Search is not attached proposal detail) included in this fee. ■ Additional non-scope items: None Schedule (see Section 2.4 of Ten to fifteen business days from written notice to proceed attached proposal detail) depending upon client authorization below Compensation Lump Authorized by Services Sum Fee Client Yes No Phase I ESA— 10 business day TAT $2,500 Phase I ESA—(15 business day TAT $2,000 Terracon Consultants, Inc. 3105 Capital Way, Ste 5 Cedar Falls, IA 50613-7030 P 319-277-4016 F 319-277-4320 terracon.com 22 of 650 Proposal for Phase I Environmental Site Assessment South Waterloo Business Park Waterloo, IA Irerracon February8, 2021 Terracon Proposal No. P13217009 If this proposal meets with your approval, work may be initiated by returning a fully executed copy of the attached Agreement for Services and User Questionnaire attached to this proposal to our Cedar Falls office. Please provide site contact information with the signed agreement. The terms, conditions, and limitations stated in the Agreement for Services and sections of this proposal incorporated therein, shall constitute the exclusive terms and conditions and services to be performed for this project. We appreciate the opportunity to provide this proposal and look forward to working with you on this project. If you have any questions or comments regarding this proposal or require additional services, please give me a call. Sincerely, Terracon Consultants, Inc. Dave C. Cleary, REM Dennis R. Sensenbrenner, PG Environmental Department Manager Senior Associate Attachments: ASTM E1527-13 User Questionnaire Detailed Scope of Services Agreement for Services Responsive ■ Resourceful ■ Reliable Page 623 of 650 Client/User Required Questionnaire Irerracon Person Completing Questionnaire Name: Phone: Company: Email: Site Name South Waterloo Business Park Site Address U.S. Highway 20/Ansborough Avenue, Waterloo, IA Point of Contact for Access Name: Phone: Company: Email: Access Restrictions or Special Site No _Yes (If yes, please explain) Requirements? Confidentiality Requirements? No _Yes (If yes, please explain) Current Site Owner Name: Phone: Company: Email: Current Site Operator Name: Phone: Company: Email: Reasons for ESA (e.g.,financing, acquisition, lease, etc.) Anticipated Future Site Use Relevant Documents? Please provide Terracon copies of prior Phase I or II ESAs, Asbestos Surveys, Environmental Permits or Audit documents, Underground Storage Tank documents, Geotechnical Investigations, Site Surveys, Diagrams or Maps, or other relevant reports or documents. ASTM User Questionnaire In order to qualify for one of the Landowner Liability Protections(LLPs)offered by the Small Business Relief and Brownfields Revitalization Act of 2001 (the"Brownfields Amendments"),the user must respond to the following questions. Failure to provide this information to the environmental professional may result in significant data gaps, which may limit our ability to identify recognized environmental conditions resulting in a determination that"all appropriate inquiry" is not complete. This form represents a type of interview and as such, the user has an obligation to answer all questions in good faith,to the extent of their actual knowledge. 1) Did a search of recorded land title records (or judicial records where appropriate) identify any environmental liens filed or recorded against the property under federal,tribal, state,or local law(40 CFR 312.25)? No _Yes (If yes, explain below and send Terracon a copy of the title records or judicial records reviewed.) 2) Did a search of recorded land title records (or judicial records where appropriate) identify any activity and use limitations (AULs), such as engineering controls, land use restrictions, or institutional controls that are in place at the property and/or have been filed or recorded against the property under federal,tribal, state, or local law(40 CFR 312.26)? No _Yes (If yes, explain below and send Terracon a copy of the title records or judicial records reviewed.) 3) Do you have any specialized knowledge or experience related to the site or nearby properties? For example, are you involved in the same line of business as the current or former occupants of the site or an adjoining property so that you would have specialized knowledge of the chemicals and processes used by this type of business(40 CFR 312-28)? No _Yes (If yes, explain below) 4) Do you have actual knowledge of a lower purchase price because contamination is known or believed to be present at the site (40 CFR 312.29)? No _Yes _Not applicable (If yes or Not applicable, explain below) 5)Are you aware of commonly known or reasonably ascertainable information about the site that would help the environmental professional to identify conditions indicative of releases or threatened releases (40 CFR 312.30)? No _Yes (If yes, explain below) 6) Based on your knowledge and experience related to the site, are there any obvious indicators that point to the presence or likely presence of contamination at the site(40 CFR 312.31)? No _Yes (If yes, explain below) Comments or explanations: Please return this form with the signed authorization to proceed. Proposal No. P13217009 Page 624 of 650 Proposal for Phase I Environmental Site Assessment South Waterloo Business Park Waterloo, IA Irerracon February 8, 2021 Terracon Proposal No. P13217009 DETAILED SCOPE OF SERVICES 1.0 PROJECT INFORMATION We understand the site is consists of an approximate 181.7-acre tract of structurally undeveloped harvested agricultural field located at the southeast quadrant of U.S. Highway 20 and Ansborough Avenue in Section 9, Township 88N, Range 13W in Waterloo, Black Hawk County, Iowa. We further understand that the anticipated future use of the site is a business park and the purpose of the ESA is to assist the client with redevelopment of the site. l 7 pi d �! shaulie Rcl If this is not accurate, or if you have additional useful information, please inform us as soon as possible. Responsive ■ Resourceful ■ Reliable 1 Page 625 of 650 Proposal for Phase I Environmental Site Assessment South Waterloo Business Park Waterloo, IA Irerracon February8, 2021 Terracon Proposal No. P13217009 2.0 SCOPE OF SERVICES 2.1 Base Phase I ESA Services The ESA will be performed consistent with the procedures included in ASTM E1527-13, Standard Practice for Environmental Site Assessments: Phase 1 Environmental Assessment Process. The purpose of this ESA is to assist the client in developing information to identify recognized environmental conditions (RECs - as defined below) in connection with the site as reflected by the scope of this proposal. The potential for vapor migration will be addressed as part of a Phase I ESA and will be considered by Terracon in evaluation of RECs associated with the site. If modifications to the scope of services are required, please contact us to discuss proposal revisions. REC Definition Recognized environmental conditions are defined by ASTM E1527-13 as "the presence or likely presence of any hazardous substances or petroleum products in, on, or at a property: 1) due to any release to the environment, 2) under conditions indicative of a release to the environment, or 3) under conditions that pose a material threat of a future release to the environment. De minimis conditions are not recognized environmental conditions." Physical Setting The physical setting for the site will be described based on a review of the applicable USGS topographic quadrangle map, USDA soil survey, and selected geologic reference information. Historical Use Information A review of selected historical sources, where reasonably ascertainable and readily available, will be conducted in an attempt to document obvious past land use of the site and adjoining properties back to 1940 or when the site was initially developed, whichever is earlier. The following selected references, depending on applicability and likely usefulness, will be reviewed for the site. Responsive ■ Resourceful ■ Reliable 2 Page 626 of 650 Proposal for Phase I Environmental Site Assessment South Waterloo Business Park Waterloo, IA Irerracon February8, 2021 Terracon Proposal No. P13217009 Historical topographic maps Zoning records Aerial photographs (approximate 10 to Prior environmental reports, permits and 15-year intervals) registrations; or geotechnical report, if provided by the client. City directories (approximate 5-year intervals) Site title search information, if provided by client Fire (Sanborn) insurance maps Environmental liens, if provided by client Property tax file information Building department records Pursuant to ASTM E1527-13, the client should engage a title company or title professional to undertake a review of reasonably ascertainable recorded land title records (or judicial records where appropriate) for environmental liens and activity and use limitations currently recorded against or relating to the site. If the client is unable to provide land title records (or judicial records where appropriate), an abstract firm may be contracted by Terracon to perform a review of land title records (or judicial records where appropriate) for an additional fee. Documentation of environmental liens and activity and use limitations, if recorded, will be provided in the land title records (or judicial records where appropriate). Note, however, unless specifically requested within three days of project commencement, Terracon will rely on the client to provide land title records (or judicial records where appropriate). If land title records (or judicial records where appropriate) are not provided for review in a timely manner, Terracon may conclude that the absence of records represents a data gap, which must be evaluated and documented in the final report. The client and the current owner or their representative will be interviewed to provide information regarding past uses of the site and information pertaining to the use of hazardous substances and petroleum products on the site. Additionally, a reasonable attempt will be made to interview past owners, operators, and occupants of the site to the extent that they are identified within the scope of the ESA and are likely to have material information that is not duplicative of information already obtained through the assessment process. Regulatory Records Review Consistent with ASTM E1527-13, federal, state, and tribal databases, where applicable and within ASTM-defined minimum search distances from the nearest property boundary, will be reviewed for indications of RECs. A database firm will be subcontracted to access governmental records used in this portion of the assessment. Additional federal, state, and local databases may be reviewed if provided by the database firm. Determining the location of unmapped facilities is beyond the scope of this assessment. Responsive ■ Resourceful ■ Reliable 1 Page 627 of 650 Proposal for Phase I Environmental Site Assessment South Waterloo Business Park Waterloo, IA Irerracon February8, 2021 Terracon Proposal No. P13217009 In addition to the database review and if customary practice for the site location, an attempt will be made to review reasonably ascertainable and useful local lists or records such as Brownfield sites, landfill/solid waste disposal sites, registered storage tanks, land records, emergency release reports, and contaminated public wells. A reasonable attempt will also be made to interview at least one staff member of any one of the following types of local government agencies: fire department, health agency, planning department, building department, or environmental department. As an alternative, a written request for information may be submitted to the local agencies. The scope of work proposed herein includes up to two hours of regulatory agency file and/or records review, including client-provided reports and files. If the results of this initial review appear to warrant a more extensive review of applicable regulatory agency files and/or records, a cost estimate will be provided to the client for pre-approval. Review of regulatory files and/or records, when authorized, will be for the purpose of identifying RECs. Please note that all requested files may not be available from regulatory agencies within the client's requested project schedule. Site and Adjoining/Surrounding Property Reconnaissance A site reconnaissance will be conducted to identify RECs. The reconnaissance will consist of visual observations of the site from the site boundaries and selected interior portions of the site. The site reconnaissance will include, where applicable, an interview with site personnel who the client has identified as having knowledge of the uses and physical characteristics of the site. Pertinent observations from the site reconnaissance will be documented including: Site description General site operations Aboveground chemical or waste storage Visible underground chemical or waste storage, drainage, or collection systems Electrical transformers Obvious releases of hazardous substances or petroleum products The adjoining property reconnaissance will consist of visual observations of the adjoining/surrounding properties from the site boundaries and accessible public rights-of-way. Report Preparation A PDF-formatted copy of the final report will be submitted that presents the results of this assessment, based upon the scope of services and limitations described herein. The final report will be signed by an environmental professional responsible for the Phase I ESA, and the report Responsive ■ Resourceful ■ Reliable 2 Page 628 of 650 Proposal for Phase I Environmental Site Assessment South Waterloo Business Park Waterloo, IA Irerracon February8, 2021 Terracon Proposal No. P13217009 will contain an environmental professional statement as required by 40 CFR 312.21(d). Recommendations will be developed as part of the Phase I ESA scope of services. Prior to final report issuance, the client may request paper copies at a charge of$75.00 per report copy. 2.2 Additional Services Beyond Base ESA At the direction of the client, additional services beyond the scope of the base Phase I ESA have not been included. 2.3 Additional Services Not Included The following services, although not specifically required by ASTM E1527-13, may also be performed concurrently with ESAs and may be beneficial for the evaluation of environmental conditions and/or an evaluation of specific business environmental risks at the site. At your direction, these services have not been included as part of the scope of services for this ESA. Please note that this list is not all-inclusive. If you seek additional services, please contact us for a supplemental proposal and cost estimate. Visual Observations for Suspect Lead in Drinking Water Records Asbestos Review Limited Asbestos Sampling Limited Lead in Drinking Water Sampling Asbestos Survey (prior to renovation/demolition) Wetland Records Review Visual Observations for Microbial Threatened/Endangered Species Growth Records Review Radon Records Review Historic Properties/Archaeological Resources Review Short-Term Radon Testing ASTM E 2600-15 Vapor Visual Observations for Suspect Lead- Encroachment Screen Based Paint Regulatory Agency File Review Limited Lead-Based Paint Sampling If the site is intended for future development, Terracon can also provide proposals for geotechnical investigations, geologic hazards (like growth faulting), construction materials testing, construction draw reviews and scope and budget review services. 2.4 Schedule Services will be initiated upon receipt of the written notice to proceed. The final report will be submitted within ten to fifteen business days, depending on client authorization, after receipt of Responsive ■ Resourceful ■ Reliable 3 Page 629 of 650 Proposal for Phase I Environmental Site Assessment South Waterloo Business Park Waterloo, IA Irerracon February8, 2021 Terracon Proposal No. P13217009 your written notice to proceed, assuming site access can be obtained within three days after the notice to proceed. In order to comply with the proposed schedule, please provide the following items at the time of notification to proceed. A signed Agreement for Services evidencing acceptance of this scope of services. The completed ASTM E1527-13 User Questionnaire, supplied as an attachment to this proposal. Right of entry to conduct the assessment, including access to building interiors. Notification of any restrictions or special requirements (such as confidentiality, scheduling, or on-site safety requirements) regarding accessing the site. An accurate legal description and/or a diagram of the site such as a surveyor's plat map or scaled architect's drawing (if such diagrams exist). Current site owner, property manager, occupant information (including tenant list), and contact information for persons knowledgeable about the site history including current and historical use of hazardous substances and petroleum products on site (e.g., names, phone numbers, etc.). Copies of environmental reports, permits and registrations, and geotechnical reports that were previously prepared for the site. Information relating to known or suspect environmental conditions at the site, including commonly known or reasonable ascertainable information within the local community about the site that is material to RECs in connection with the site. Information about environmental liens and activity and use limitations for the site, if any. Specialized knowledge or experience that is material to RECs in connection with the site, if any. Knowledge that the purchase price of the site is significantly less than the purchase price of comparable properties. Land title records. Please note that requested regulatory files or other information may not be provided to Terracon by the issuance date of the report. Consideration of information not received by the issuance date of the report is beyond the scope of this ESA. Responsive ■ Resourceful ■ Reliable 4 Page 630 of 650 Proposal for Phase I Environmental Site Assessment South Waterloo Business Park Waterloo, IA Irerracon February8, 2021 Terracon Proposal No. P13217009 2.5 Reliance The ESA report will be prepared for the exclusive use and reliance of City of Waterloo. Reliance by any other party is prohibited without the written authorization of the client and Terracon. If the client is aware of additional parties that will require reliance on the ESA report, the names, addresses, and relationship of these parties should be provided for Terracon approval prior to the time of authorization to proceed. Terracon may grant reliance on the ESA report to those approved parties upon receipt of a fully executed Reliance Agreement (available upon request) and receipt of information requested in the Reliance Agreement. If, in the future, the client and Terracon consent to reliance on the ESA by a third party, Terracon may grant reliance upon receipt of a fully executed Reliance Agreement, requested information and receipt of an additional minimum fee of$400 per relying party. Reliance on the ESA by the client and all authorized parties will be subject to the terms, conditions, and limitations stated in the Agreement for Services, sections of this proposal incorporated therein, the Reliance Agreement, and ESA report. The limitation of liability defined in the Agreement for Services is the aggregate limit of Terracon's liability to the client and all relying parties. Continued viability of the report is subject to ASTM E1527-13 Sections 4.6 and 4.8. If the ESA will be used by a different user (third party) than the user for whom the ESA was originally prepared, the third party must also satisfy the user's responsibilities in Section 6 of ASTM E1527-13. 2.6 Scope and Report Limitations Site Access and Safety Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, including following applicable state and local COVID related requirements, but shall not be responsible for the supervision or health and safety precautions for any third parties, including Client's contractors, subcontractors, or other parties present at the site. In addition, Consultant retains the right to stop work without penalty at any time Consultant believes it is in the best interests of Consultant's employees or subcontractors to do so in order to reduce the risk of exposure to the coronavirus. Client agrees it will respond quickly to all requests for information made by Consultant related to Consultant's pre-task planning and risk assessment processes. Client acknowledges its responsibility for notifying Consultant of any circumstances that present a risk of exposure to the coronavirus or individuals who have tested positive for COVID-19 or are self-quarantining due to exhibiting symptoms associated with the coronavirus. Responsive ■ Resourceful ■ Reliable 5 Page 631 of 650 Proposal for Phase I Environmental Site Assessment South Waterloo Business Park Waterloo, IA Irerracon February8, 2021 Terracon Proposal No. P13217009 The fee is valid for 90 days from the date of this proposal and is based on the assumption that all field services will be performed under safety Level D personal protective procedures and that only one site visit will be made by Terracon personnel. The lump sum fee is based on the assumptions and conditions provided at the time of this proposal. The findings and conclusions presented in the final report will be based on the site's current utilization, the anticipated future use of the site, if provided to Terracon, and the information collected as discussed in this proposal. Please note that we do not warrant database or third- party information (such as from interviewees) or regulatory agency information used in the compilation of reports. Phase I ESAs, such as the one proposed for this site, are of limited scope, are noninvasive, and cannot eliminate the potential that hazardous, toxic, or petroleum substances are present or have been released at the site beyond what is identified by the limited scope of this ESA. In conducting the limited scope of services described herein, certain sources of information and public records will not be reviewed. It should be recognized that environmental concerns may be documented in public records that are not reviewed. This ESA does not include subsurface or other invasive assessments, vapor intrusion assessments or indoor air quality assessments (i.e. evaluation of the presence of vapors within a building structure), business environmental risk evaluations, or other services not particularly identified and discussed herein. No ESA can wholly eliminate uncertainty regarding the potential for RECs. The limitations herein must be considered when the user of this report formulates opinions as to risks associated with the site. No warranties, express or implied, are intended or made. An evaluation of significant data gaps will be based on the information available at the time of report issuance, and an evaluation of information received after the report issuance date may result in an alteration of our opinions and conclusions. We have no obligation to provide information obtained or discovered by us after the date of the report, or to perform any additional services, regardless of whether the information would affect any conclusions, recommendations, or opinions in the report. This disclaimer specifically applies to any information that has not been provided by the client. Responsive ■ Resourceful ■ Reliable 6 Page 632 of 650 Irerraca n Reference Number:P13217009 AGREEMENT FOR SERVICES This AGREEMENT is between City of Waterloo("Client")and Terracon Consultants, Inc. ("Consultant")for Services to be provided by Consultant for Client on the South Waterloo Business Park project ("Project"), as described in Consultant's Proposal dated 02/08/2021 ("Proposal"), including but not limited to the Project Information section, unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement). 1. Scope of Services. The scope of Consultant's services is described in the Proposal, including but not limited to the Scope of Services section ("Services"), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. Consultant's Services do not include the investigation or detection of, nor do recommendations in Consultant's reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as vulnerability to natural disasters,terrorism, or violence. If Services include purchase of software, Client will execute a separate software license agreement. Consultant's findings, opinions, and recommendations are based solely upon data and information obtained by and furnished to Consultant at the time of the Services. 2. Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken.This Agreement shall not be assigned by either party without prior written consent of the other party. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees earned to the date of termination plus reasonable costs of closing the Project. 3. Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests, Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Client's review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs, authorizes, or permits Consultant to perform changed or additional work,the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal,Consultant is entitled to a change order equitably adjusting its Services and fee. 4. Compensation and Terms of Payment.Client shall pay compensation for the Services performed at the fees stated in the Proposal, including but not limited to the Compensation section, unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated into this Agreement). If not stated in either,fees will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Fees do not include sales tax. Client will pay applicable sales tax as required by law. Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5%per month, but not exceeding the maximum rate allowed by law,for all unpaid amounts 30 days or older.Client agrees to pay all collection-related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether federal,state,or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for failing to pay prevailing wages,including the payment of any fines or penalties. 5. Third Party Reliance.This Agreement and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties other than those who have executed Consultant's reliance agreement,subject to the prior approval of Consultant and Client. 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANT'S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF $10,000 OR CONSULTANT'S FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES)ARISING OUT OF CONSULTANT'S SERVICES OR THIS AGREEMENT. PRIOR TO ACCEPTANCE OF THIS AGREEMENT AND UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION IN THE FORM OF A SURCHARGE TO BE ADDED TO THE AMOUNT STATED IN THE COMPENSATION SECTION OF THE PROPOSAL. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE PROFESSIONAL LIABILITY INSURANCE COVERAGE, CAUSE(S), OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY. 7. Indemnity/Statute of Limitations.Consultant and Client shall indemnify and hold harmless the other and their respective employees from and against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be caused by their negligent acts, errors,or omissions. In the event such claims,losses,damages,or expenses are legally determined to be caused by the joint or concurrent negligence of Consultant and Client, they shall be borne by each party in proportion to its own negligence under comparative fault principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty is explicitly waived under this Agreement. Causes of action arising out of Consultant's Services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultant's substantial completion of Services on the project. 8. Warranty. Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale. EXCEPT FOR THE STANDARD OF CARE PREVIOUSLY STATED, CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Insurance. Consultant represents that it now carries, and will continue to carry: (i)workers' compensation insurance in accordance with the laws of the states having jurisdiction over Consultant's employees who are engaged in the Services, and employer's liability insurance ($1,000,000); (ii) commercial general liability insurance($1,000,000 occ/$2,000,000 agg); (iii) automobile liability insurance($1,000,000 B.I. and P.D. combined single limit); and (iv) professional liability insurance ($1,000,000 claim/agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage. Page 1 of 2 Rev.3-20 Irerracon- Reference Number:P13217009 10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL,CONSEQUENTIAL,INDIRECT,PUNITIVE,OR EXEMPLARY DAMAGES. 11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect,or geologist that Consultant has violated the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law.This Agreement shall be governed by and construed according to Kansas law. 12. Subsurface Explorations.Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings,test pits, or other exploratory services. Client understands Consultant's layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in the Services. 13. Testing and Observations.Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate conditions only at the depths,locations, and times the procedures were performed.Consultant will provide test results and opinions based on tests and field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce-not eliminate-project risk.Client shall cause all tests and inspections of the site,materials,and Services performed by Consultant to be timely and properly scheduled in order for the Services to be performed in accordance with the plans, specifications, contract documents, and Consultant's recommendations. No claims for loss or damage or injury shall be brought against Consultant by Client or any third party unless all tests and inspections have been so performed and Consultant's recommendations have been followed. Unless otherwise stated in the Proposal,Client assumes sole responsibility for determining whether the quantity and the nature of Services ordered by Client is adequate and sufficient for Client's intended purpose. Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not responsible for damages caused by Services not performed due to a failure to request or schedule Consultant's Services. Consultant shall not be responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and Consultant's performance of testing and observation services shall not relieve Client's contractor in any way from its responsibility for defects discovered in its work,or create a warranty or guarantee.Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and is not responsible for their means and methods. The extension of unit prices with quantities to establish a total estimated cost does not guarantee a maximum cost to complete the Services.The quantities,when given, are estimates based on contract documents and schedules made available at the time of the Proposal. Since schedule, performance, production, and charges are directed and/or controlled by others,any quantity extensions must be considered as estimated and not a guarantee of maximum cost. 14. Sample Disposition, Affected Materials, and Indemnity. Samples are consumed in testing or disposed of upon completion of the testing procedures(unless stated otherwise in the Services). Client shall furnish or cause to be furnished to Consultant all documents and information known or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials("Affected Materials") at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Materials unless specifically provided in the Services, and that Client is responsible for directing such disposition. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site and Consultant shall not be responsible for any claims, losses, or damages allegedly arising out of Consultants performance of Services hereunder, or for any claims against Consultant as a generator,disposer,or arranger of Affected Materials under federal,state,or local law or ordinance. 15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant's property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant's document retention policies and practices. 16. Utilities. Unless otherwise stated in the Proposal,Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant's attention, are not correctly marked,including by a utility locate service,or are incorrectly shown on the plans furnished to Consultant. 17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other parties, including Client, Client's contractors, subcontractors, or other parties present at the site. In addition, Consultant retains the right to stop work without penalty at any time Consultant believes it is in the best interests of Consultant's employees or subcontractors to do so in order to reduce the risk of exposure to the coronavirus. Client agrees it will respond quickly to all requests for information made by Consultant related to Consultant's pre-task planning and risk assessment processes. Client acknowledges its responsibility for notifying Consultant of any circumstances that present a risk of exposure to the coronavirus or individuals who have tested positive for COVID-19 or are self-quarantining due to exhibiting symptoms associated with the coronavirus. Consultant: Terracon Consul a 5!s. Inc. Client: City of Waterloo By: Date: 2/8/2021 By: Date: Name/Title: Dave C.Cleary, REM/Environmental Name/Title: Department Manager Address: 3105 Capital Way,Ste 5 Address: 715 Mulberry St Cedar Falls, IA 50613-7030 Waterloo, IA 50703-5714 Phone: (319)277-4016 Fax: (319) 277-4320 Phone: (319) 291-4366 Fax: Email: Dave.Cleary@terracon.com Email: adrienne.miller@waterloo-ia.org Page 2 of 2 Rev.3-20 CITY OF WATERLOO Council Communication Communication from the Waterloo Public Library on the notice of the conclusion of employment for Roxanne M. Wirtz, Library Assistant, effective December 31, 2020, with recommendation of approval of payout of $84.42 for unused benefits. City Council Meeting:2/15/2021 Prepared: ATTACHMENTS: Description Type ❑ Roxanne Wirtz Payout Cover Memo Communication from the Waterloo Public Library on the notice of the SUBJECT: conclusion of employment for Roxanne M. Wirtz, Library Assistant,. effective December 31, 2020, with recommendation of approval of payout of $84.42 for unused benefits. Submitted by: Submitted By: Page 635 of 650 CITY F WATERLOOg IOWA CITY HALL 715 MULBERRY STREET 50703 . • Today's Date: 111112021 Effective Date: 1213112020 Employment Date: 81411998 To: City Council Members Re: Notice of Severance Department Library Job Title/Classification Library Assistant 314 time This is to report that the employment of Roxanne M. Wirtz with the City of Waterloo has been severed by reason of: ;�Retired ��...,/ Disability Related l.Y_No Resigned (�Termination ED Other In accordance with City Policy,it is requested to allow payment which consists of the following: Benefits Totaf Hours � � y � � .._.._.� (x)Hourfy Fate Total Payout Vacation-Accrued 39.46 $ 24.40 $ 962.82 Vacation-Current Usable Sick Leave $ - (x)25% $ - i�roaen Sick Leave (x)60%n $ Personal Hours $ Comp Time Pay $ Unscheduled Leave $ Sick leave payback 36 $ 24.40 $ (878.40) Total Payment $ 84.42 Comments: Roxanne owes for 36 hours sick leave used, but not earned. Approved by Kim Cha man Date 1/1112021 Human Resources Date Routing: Original to Human Resources by Department Human Resources will forward original to City Clerk(Copy in Personnel File) Clerk's Office will forward copy of approved form to Department and Human Resources Updated 6128111 Council Agenda Date: = Accruals status ff--] Page 636 of 650 CITY OF WATERLOO Council Communication Certified List for the position of Solid Waste Technician for the City of Waterloo, Iowa Public Works - Sanitation Department, as certified by the Civil Service Commission on December 18, 2020. City Council Meeting:2/15/2021 Prepared: ATTACHMENTS: Description Type ❑ Solid Waste Technician Certified list Dec 2020 Backup Material Certified List for the position of Solid Waste Technician for the City of SUBJECT: Waterloo, Iowa Public Works - Sanitation Department, as certified by the Civil Service Commission on December 18, 2020. Submitted by: Submitted By: Page 637 of 650 CMTY OF WATERLOO , NOWA HUMAN RESOURCES DEPARTMEDAT 7,15 Mulberry St. Waterloo, IA 50703 Phone(319)291-4303 Fax(319)291-4569 December 18,2020 TO: Honorable Mayor& City Council We,the members of the Civil Service Commission, certify the following list of applicants, who are eligible based upon the examination process as set forth by the Civil Service Commission for appointment to the position of Solid Waste Technician for the City of Waterloo, Iowa Public Works/Sanitation Department. Appointment(s) shall be made from this list for the next year (December 18,2020—December 17,2021). CERTIFIED LIST Chad McNamara Jeramey See Brett Reiter Cameron Ryan Monesha Dickens Jay Millett Jason Sandoval Jonathan Wilson Charles Allison Renee Smith Respectfully submitted, &A&J 43arryiQa kin' s Date Lovie Caldwell Date Z'/r Ethel Washington" Date CS LIST SOLID WASTE TECHNICIAN 20 WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Page 638 of 650 CITY OF WATERLOO Council Communication Complete Streets minutes of November 2020. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ minutes Backup Material SUBJECT: Complete Streets minutes of November 2020. Submitted by: Submitted By: Page 639 of 650 Minutes of The City of Waterloo Complete Streets Advisory Committee Meeting November 17, 2020 Meeting of the City of Waterloo Complete Streets Advisory Committee was called to order at 1:30pm November 17, 2020 by Chairperson Cass. Due to the COVID-19 pandemic the meeting was held via the Zoom online meeting application. Roll Call: Members present electronically: Felicia Cass, Brian Schoon, Jessica Rucker, Pat Morrissey, Wayne Castle, Codie Leseman, Kevin Blanshan, Mohammad Elahi, and Aric Schroeder. Members absent were: Paul Huting, Will Frost, Dan Trelka, Janet Buls, Greg Young, Jeff Bales, Abraham Funchess, and Ray Feuss. Other people attending: Noel Anderson—Community Planning and Development Director; John Dornoff— City of Waterloo Planning; and David Sturch—MET Transit. It was moved by Morrissey, seconded by Elahi to approve the minutes of the October 20, 2020 meeting. Motion carried unanimously. Pedestrian Master Plan • Trying to decide next steps now that we have the small gap policy in place. • Policy piece of pedestrian master plan. • Ideas to consider for ordinance changes. • Not waiting for MPO to adopt policy. • The Pedestrian Master Plan is related to the city plan but don't want the city to wait until the MPO approves the plan. Update on Sidewalk Infill Policy and Discussion with Council • Presented"missing segment"to council at work session then asked to meet individually with council members to get their thoughts on what the next steps the committee should take. • Council members were supportive of a master plan. Downtown Trees Update • Need to decide who was going to put together the master plan for trees in the downtown area. • Project may need to be contracted out and need to figure out how to pay for it. • Integrate it with road construction and the pedestrian plan. • Possibly look at only street reconstruction instead of sidewalk districts. • Talk to Huting about having forester to do a plan for trees. • City working on sustainability plan which could be part of the plan. • Cass asked if it would possible in downtown areas to look at letting them replace sidewalk with trees and work with the city forester to put in the trees. • More expensive to put in a tree than a panel. It could improve the curb appeal of the business. • Also have cost with the care of the trees. • Also have to consider the infrastructure that is under the sidewalks. • Would need to get mayor on board with project. • Ideas of trees has been discussed for several years now. • Need to have comprehensive conversation on not only trees but other complete streetRU6%h of 650 Complete Streets Advisory Committee November 17,2020 • With competing priorities it was questioned if trees should be at the forefront. • Cass suggests tabling this for about six months then bring it back up to see where it stands. • Morrissey would like to see it brought up before February when budget talks start. • Mohammad feels that trees are not part of complete streets which should help make it safer,but the wording of the Complete Streets Policy was reviewed, which specifically calls out"street trees" as an element of a Complete Street, along with other enhancement/beatification type projects. MET Update • Continue to work on route restructuring. • Having issues with drop in ridership and driver issues with COVID-19. Shaulis/218 Are Pedestrian Improvements • Shaulis Road trail east of Cedar Terrace going to letting very soon, possibly this month with construction most likely starting next year. • Section from Isle of Capri to US 218 still working on plans, design was changed that made acquisitions easier. Construction will probably be in 2022. • Still will have a gap across US 218 to Cedar Terrace. • No timeline yet on completing the gap. • Still need to identify funding for the gap project. Upcoming Planning and Zoning Commission • Schroeder went over the PZ agenda which has a light agenda. • Cass asked about 146 Martin Road. Other Proiect Updates • Cass asked if University will be open this winter to which Castle said that they plan to open to Fletcher by December 1St,but the portion to US Highway 63 may not get done this year. • Roundabout is almost completed at Fletcher. • Sidewalks and trail are lower on the list and may not be open this winter. • Fill from lowering University is being used at old log site which will now be a developable lot. • Trailhead at Sergeant Road has been graded but will be completed next year. • Currently not enough money to do Ridgeway to 3 lanes due to intersection work that will need to be done. • 3 lane project worked out to have the highest rating of the alternatives. • May need to move forward under the local option tax street program for an overlay since there is no funding for the project, but the road is in very poor shape. • Could convert it to 3-lane with overlay but there is not budget for the intersection improvements at the 3 intersections. • Chance to get a grant to improve the intersections and use the existing funds as a match. Without the improvements there would be problems at the intersections. • Probably would not be able to get funding for a trail at this time. • YouTube video went online today about the Hess Road/La Porte road project from AECOM. • Virtual public input meeting to be held about the project. 2 Page 641 of 650 Complete Streets Advisory Committee November 17,2020 • Blanshan asked everyone to look at project at Ridgeway and Highway 58 intersection that will include bicycle and pedestrian accommodations. Lots of money spent on trail grade separations but this will undo a lot of that work. Other Discussion • INRCOG is now working remotely and probably will for the next couple of months. • Get applications in for the committee to Cass. • Nominations for Chair and Vice-Chairperson. • Determination to cancel the December meeting. It was moved by Blanshan, seconded by Morrissey to nominate Cass as Chairperson and Leseman as Vice-Chairperson for the 2021 calendar year. Motion carried unanimously. It was moved by Morrissey, seconded by Schroeder to cancel the December Complete Streets Committee meeting. Motion carried unanimously. Adjournment Cass adjourned the meeting at 2:52p.m. Respectfully submitted, John Dornoff Planner I 3 Page 642 of 650 CITY OF WATERLOO Council Communication Historic Preservation Commission minutes of November 2020. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ minutes Backup Material SUBJECT: Historic Preservation Commission minutes of November 2020. Submitted by: Submitted By: Page 643 of 650 WATERLOO HISTORIC PRESERVATION COMMISSION MINUTES REGULAR MEETING-NOVEMBER 17, 2020-4:34 P.M. Meeting was held by Zoom online meeting application Ottesen called the regular meeting of the City of Waterloo Historic Preservation Commission meeting to order at 4:30 p.m. Commission Members in attendance electronically were: Ed Ottesen,Nick Hedrick, Mathew Gilbert, Alice Rohret, and Susan Price. Commission Member(s) absent were: Terry Stevens Others present electronically: John Dornoff-Planning Staff, Ed Gallagher-Grout Liaison; and Pat Morrissey-City Council Liaison. Approval ofA,-enda Motion made by Price, seconded by Rohret to approve the agenda of the November 17, 2020 regular meeting. Motion carried unanimously. Approval of Minutes Motion made by Price, seconded by Rohret to approve the minutes of the October 20, 2020 meeting. Motion carried unanimously. Oral Presentations None Hearings 1. Request for a Certificate of Economic Hardship to permit the demolition of a "A" structure at 616 West 6th Street. Dornoff read the staff report. Applicant Junker said the building was damaged in fire and roof caved in. It was moved by Price, second by Rohret to approve the Certificate of Economic Hardship. Motion passed unanimously. 2. Nomination for Iowa's Most Endangered Building List Discussion among commissioners on which building. Rath building? Gilbert asks what the benefits of being listed is to which Ottesen answered it is primarily publicity. It was moved by Price, seconded by Gilbert to nominate the Rath building to Iowa's Most Endangered Building List. Motion passed unanimously. -1- Page 644 of 650 Building Consultation None Reports 1. Main Street Two reviews on design council. Basil looking to extend their outside seating. 224 West 6t' street had sign approved. Signage for Masonic Temple had a lot of discussion because the committee did not feel it fit into the neighborhood and the request was denied. The Main Street board approved the new design guidelines. Morrissey stated that the Bicycle Collective has received funding to install bicycle racks in the city. 2. Silos and Smokestacks. No Report 3. Grout Museum Museum is still open, the Imaginariam and Snowden house are not open. Some exhibits will be changing. Hoping to get into normal operations but it is on a day to day situation. 4. Building Update Anderson discussed the Rath building and the people that have been looking at the building. Also discussed the tax credit situation with the building. No word from architecture firm yet on cost estimates for building. Morrissey asked about a meeting at Dunsmore however because it is winter and there is not electricity it would be put off to spring. 5. Highland No updates. 6. Walnut Habitat is building several new homes in the area. Discussion Items/Possible Action Items 1. Past Forward Gilbert attended the conference and attended multiple sessions. National Trust is looking to be more of liaisons to the commission. Looking to fund feasibility studies. This year's theme was equity and race and how they can be at odds but now working together. -2- Page 645 of 650 2. HPC Awards Banquet 2021 May 13th, 2021, preliminary flier next month. 3. School Art Proiect No update 4. Main Street collaboration Reviewing their guidelines. Gilbert suggested ways to get vacant spots filled. 5. Demolitions Dornoff said that St. Mary's is about to come down. 6. Action Plan On track for now. Design Guidelines: Dornoff sent out information on windows that was forwarded from Ottesen. Other Discussion: The January meeting will be on Wednesday, January 20th instead of the 19th due to the city council meeting being moved to the 10 for the Martin Luther King Jr. meeting. It was moved by Rohret, second by Price cancel the December meeting. Motion carried unanimously. Adiournment Ottesen adjourned the meeting at 5:22p.m. Respectfully submitted, John Dornoff Planner I -3- Page 646 of 650 CITY OF WATERLOO Council Communication Board of Adjustment minutes of November 2020. City Council Meeting:2/15/2021 Prepared:2/3/2021 ATTACHMENTS: Description Type ❑ minutes Backup Material SUBJECT: Board of Adjustment minutes of November 2020. Submitted by: Submitted By: Page 647 of 650 MINUTES OF THE WATERLOO BOARD OF ADJUSTMENT REGULAR MEETING HELD ON NOVEMBER 24, 2020 IN THE HAROLD E. GETTY COUNCIL CHAMBERS, CITY HALL Vice-Chairperson Thornsberry called the regular meeting of the Waterloo Board of Adjustment to order at 4:00 p.m. Board members in attendance via Zoom conferencing were: Jeri Thornsberry. Board members in attendance were: John Beckman and John Chiles. Absent Board members were: April Leadley and Brad Condon. Staff in attendance were: Chris Western, and John Dornoff. Staff members present via Zoom: Noel Anderson Aric Schroeder and Seth Hyberger. L Approval of the November 24, 2020 agenda. It was moved by Beckman and seconded by Chiles to approve the agenda.Motion carried unanimously. II. Approval of the Minutes of the Regular Meeting on October 27, 2020. It was moved by Beckman, seconded by Chiles to approve the minutes of the October 27, 2020 Meeting as corrected. Motion carried unanimously. III. Decision Items 1. Request by Ronnie L. Varney for a Variance to the minimum lot size of 8,000 square feet for a duplex, and a variance to the average lot area requirement for the subdividing of lots to allow a lot to be split with a lot size of 7,350 square feet, 650 square feet less than the minimum lot size required and 7,350 square feet less than the average lot size requirement of lots within 250 feet, located at 3349 Hammond Avenue in the "R-2" One and Two Family Residence District. Hyberger gave staff report that recommended approval of the request for the following reasons: 1. The lot does meet the requirements of the "R-2" One and Two Family Residence District, other than the two requested variances. 2. There appears to be uniqueness to the request as the average lot size is high, there are many unplatted lots in the area that increases the average but the lots immediately to the north are comparable in size, as are other lots in the neighborhood. Beckman asked for clarification on the 7 un-platted lots mentioned in the staff report. Hyberger stated that the 7 lots are larger and increases the average lot size for the area. Beckman asked if there was any objections on file. Hyberger stated that there were none. The applicant addressed the board stating that he is attempting to sell the excess land to a developer that would then build a twin home on the site. It was moved by Chiles, seconded by Beckman to approve the request by Ronnie L. Varney for a Variance to the minimum lot size of 8,000 square feet for a duplex, and a variance to the average lot area requirement for the subdividing of lots to allow a lot to be split with a lot size of 7,350 square feet, 650 square feet less than the minimum lot size required and 7,350 square feet less than the average lot size requirement of lots within 250 feet, located at 3349 Hammond Avenue into two lots in the "R-2"One and Two Family Residence District due to the reasons noted by staff. Motion carried unanimously. 2. Request by Chad Folken for a variance to allow for the construction of a 7' x12' enclosed porch on the rear of the home that would have a 41-6" rear year setback, 8' less than the minimum rear yard setback of 12'-6" required in an "R-3" Multiple Residence District located at 69 Lafayette Street. Page 648 of 650 BOARD OF ADJUSTMENT October 27,2020 Hyberger gave staff report that recommended approval of the request for the following reasons: 1. The request would not appear to have a negative impact upon the area, as the proposed location adjacent to Thompson Avenue has very little traffic. 2. There would appear to be uniqueness to the request given the corner lot is very small with an existing small rear yard setback. 3. There have been no objections to the request. Chiles asked if the enclosed porch had already been built. Hyberger confirmed that it has been already been built and that the applicant stated that they didn't realize that a permit was required. Chiles asked staff how we were made aware of the addition. Hyberger stated that Code Enforcement noticed and a stop work order was issued by the Building Department. The applicant addressed the board and explained that the contractor who built the addition failed to secure a permit prior to the start of the project. It was moved by Beckman, seconded by Chiles to approve the request by Chad Folken for a variance to allow for the construction of a 7'x12'enclosed porch on the rear of the home that would have a 4'- 6"rear year setback, V less than the minimum rear yard setback of 12'4"required in an "R-3"Multiple Residence District located at 69 Lafayette Street due to the reasons noted by staff.Motion carried unanimously. 3. Request by St. Edwards Church for a variance to the fence requirement which prohibits the use of slats in chain-link fences in an IIR-2" One and Two Family Residence District located south of 1423 Kimball Avenue. Dornoff gave staff report which recommend approval of the request for the following reasons: 1. The request would not appear to have a negative impact upon the area and in fact would improve the appearance of the area. 2. There would appear to be uniqueness to the request in that the fence will be used to buffer a dumpster. 3. There have been no objections to the request. There were no questions from the board or anyone in the audience to speak in favor or against the request. It was moved by Beckman, seconded by Chiles to approve the request by St.Edwards Church for a variance to the fence requirement which prohibits the use of slats in chain-link fences in an "R-2"One and Two Family Residence District located south of 1423 Kimball Avenue due to the reasons noted by staff.Motion Carried unanimously. 4. Request by Mark Evert/Evert Homes LLC for a variance to the 2 acre minimum required for a tract of land zoned IIR-P" Planned Residence District, to have an area 0.356 acres, 1.635 acres less than required, rezoned to "R-3, R-P" Planned Multiple Residence District located at 146 Martin Road. Andera gave staff report that recommended approval of the request for the following reasons: 1. The variance request would not appear to have a negative impact on the surrounding area. 2. The request would not appear to have a negative impact upon pedestrian or traffic conditions within the surrounding area. 3. The new development would remove a duplex that has been unoccupied for a number of years and have a positive impact on the area. 4. The area is served by all necessary utilities and this is a good infill development project. Beckman asked for clarification on the layout of the structure asking which way do the structures face and how the properties will be accessed. The owner Jeremy Bullerman explained that the properties 2 Page 649 of 650 BOARD OF ADJUSTMENT October 27,2020 face to the west and can be accessed from both the west and east sides of each unit;but typically from the east side. Beckman asked were would visitors typically access a unit. Bullerman stated that an owner or visitor would typically enter the building from the east as there will be extra parking and garages on the east side of the property as well as the entrance. Beckman asked for additional information on the parking situation. Bullerman explained that there will be possibly 2 to 5 off street parking spaces behind the garages to the east closer to his property as the applicant proposes moving the existing shared driveway between the house at 100 Martin Road and the proposed site to the west. Bullerman went on to say that a neighbor Mike Sullivan was not opposed to the project but was concerned with visitor parking. Bullerman stated that the project is looking to add two parking spaces to three existing off street parking along the north side of Martin Road. Thornsberry asked if the indemnity agreement mentioned in the staff report is of any concern of the board. Staff noted that no it would not be, and that it was a condition of the rezone. Chiles asked if the current zoning is appropriate for this type of development. Noel Anderson stated the applicant is in the process of rezoning the property from "R-1" One and Two Family Residence District to "R-3,R-P" Planned Multiple Residence District as required by ordinance and staff feels the "R-3,R-P" is a better zoning classification for this type of development. It was moved by Beckman and seconded by Chiles to approve the request by Mark Evert/Evert Homes LLC for a variance to the 2 acre minimum required for a tract of land zoned"R-P"Planned Residence District, to have an area 0.356 acres, 1.635 acres less than required, rezoned to "R-3,R P"Planned Multiple Residence District located at 146 Martin Road due to the reasons noted by staff.Motion carried unanimously. IV. Discussion Chiles proposed that there be a time limit for citizens who wish to address the board on agenda items. Chiles feels that a time limit would encourage citizens to come prepared with a concise statement and help with staying on topic. Beckman supported a time limit and agreed with Chiles that it can be very difficult for the board when there are multiple people speaking for long periods of time and getting off topic. Thornsberry agreed but noted that the Waterloo Planning and Zoning Commissions Rules of Participation there is a 5 minutes time limit. Thornsberry also stated that Condon had suggested a 3 minute time limit in the past and that perhaps this would be up to the chair. Thornsberry asked if the board could asked citizens to limit their comments to a certain timeframe or does there need to actually be a written policy. Chiles felt there needs to be an actual written policy that can be enforced and the use of the buzzer as not everyone has a sense of how long there comments will take to express. Schroeder concurred that there should be a policy adopted, and noted the Planning and Zoning Commission has one, and that he would send that to the Board with some suggested changes. V. Adjournment It was moved by Chiles, seconded by Beckman to adjourn the meeting at 4:54 p.m.Motion carried unanimously. Sincerely, G�WI. PX W. W&*-1rw Christopher W. Wetern Planner II 3 Page 650 of 650