HomeMy WebLinkAbout02. Telecom Board Agenda Packet - February 22, 2023T E LE C OMMUN IC AT ION S UT ILIT Y
B O AR D O F T R US T E E S
4:00 P M F ebruary 22, 2023
H arold E . G etty C ouncil C hambers
Members
T heodore Batemon
R ic h Kurtenbac h
Andrew Van F leet
Mike Young
R ob Nichols - C ouncil Liais on
Roll Call.
Approval of Agenda, as proposed or amended.
Approval of Minutes.
1.Minutes of January 3, 2023 as propos ed.
Agenda Items.
2.Motion approving Ahlers and C ooney representation concerning the 28E agreement with C ity of
Waterloo for bidding and cons truction of F T T P and the C ity Backbone P roject.
3.Motion approving a Joint P ublic Improvement Agreement with the Municipal Telec ommunications
Utility of the C ity of Waterloo, for the purpos e of defining the respec tive rights and obligations for
joint public improvement projec ts, and authorizing the Mayor and C ity C lerk to exec ute said
doc ument.
4.Motion approving a Broadband Marketing P roposal with Magellan Advis ors , in the amount of
$60,500.
AD J O UR N ME N T
Kelley F elchle
C ity C lerk
CI TY OF WATER LOO
Council Communication
Minutes of January 3, 2023 as proposed.
Telecommunications Utility Board of Trustees Meeting: 2/22/2023
Prepared:
ATTA C H M EN TS:
D escription Type
Minutes of J anuary 3, 2023 as proposed B ackup Material
TELECOMMUNICATIONS UTILITY
BOARD OF TRUSTEES
First Floor Conference Room
City Hall
January 3, 2023
4:00 p.m.
Members present: Batemon, Kurtenbach, Young, Van Fleet, and Council Liaison Rob Nichols.
Moved by Young seconded by Batemon that the Agenda, as proposed, be approved. Voice-vote
Ayes: Four. Motion carried.
Moved by Kurtenbach seconded by Young that the minutes of November 30, 2022, as proposed,
be approved. Voice-vote Ayes: Four. Motion carried.
1. Financial Update from Spears
Maggie Burger, Speer Financial, provided an update regarding funding and financing. She
explained that the rate term would not be known until we go out for bids.
Mr. Van Fleet questioned the timing of hiring an auditor.
Ms. Burger explained the timeline and stated the city’s auditor may provide small consult for
2023, but an actual audit will need to be done once money begins flowing.
Moved by Kurtenbach, seconded by Bateman to approve Engagement Letter with Piper Sandler
& Co., for project finance services, including communication utility revenue bonds and/or bond
anticipation project notes, Series 2022-26. Voice-vote Ayes: Four. Motion carried.
With no further business before the board, it was moved by Young, seconded by Kurtenbach, that
the meeting be adjourned at 4:24 p.m. Voice-vote Ayes: Four. Motion carried.
LeAnn Even
Deputy City Clerk
CI TY OF WATER LOO
Council Communication
Motion approving Ahlers and C ooney repres entation c onc erning the 28E agreement with C ity of Waterloo for
bidding and c onstruc tion of F T T P and the C ity Bac kbone P rojec t.
Telecommunications Utility Board of Trustees Meeting: 2/22/2023
Prepared:
ATTA C H M EN TS:
D escription Type
Conflict Waiver B ackup Material
S UB J E C T:
Motion approving Ahlers and C ooney representation concerning the 28E
agreement with C ity of Waterloo for bidding and cons truction of F T T P and
the C ity Backbone P roject.
S ubmitted by:S ubmitted By:
R ec ommended Ac tion:
S ummary S tatement/
Background Information:
Neighborhood Impact:
Data:
C ommunity Engagement
Methods :
Analysis and S trategies:
Implementation, Ac countability,
and C ommunic ation::
Expenditure R equired/ S ource
of F unds :
Alternative:
Ahlers & Cooney, P.C.
Attorneys at Law
100 Court Avenue, Suite 600
Des Moines, Iowa 50309-2231
Phone: 515-243-7611
Fax: 515-243-2149
www.ahlerslaw.com
Kristine Stone
515.246.0314
kstone@ahlerslaw.com
WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER,
AHLERS & COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. - 1990
January 26, 2023
Quentin Hart
Mayor
City of Waterloo
715 Mulberry Street
Waterloo, Iowa 50703
Andrew Van Fleet
Board Chair
Waterloo Communications Utility Board
715 Mulberry Street
Waterloo, Iowa 50703
RE: 28E for FTTP and City backbone project
Dear Mr. Hart and Mr. Van Fleet:
This waiver letter confirms that our Firm has been asked to represent the City of
Waterloo with respect to the preparation of a 28E Agreement between the City of Waterloo and
the Waterloo Communications Utility Board related to the bidding and construction of the Fiber-
to-the-Premises (FTTP) and City Backbone Project. It is our understanding that this Project will
be bid in early 2023, and construction will last through 2026. We will be asked to assist with the
drafting of a 28E Agreement outlining each party’s responsibilities and obligations as it relates to
the FTTP and City Backbone Project.
As you know, our Firm has existing client relationships with the City of Waterloo and the
Waterloo Communications Utility Board. Given the proposed concurrent representation of the
Parties, we cannot undertake a representation where we will advocate or negotiate for one party
against the other. However, our ethical rules allow us to undertake representation of both parties
to a transaction provided that we can competently and diligently represent each client, and each
client provided informed consent in writing to the representation.
We believe that we can competently and diligently represent both the City of Waterloo
and the Waterloo Communications Utility Board in the limited role of memorializing a 28E
Agreement as determined by the Parties. The City of Waterloo and the Waterloo
Communications Utility Board must determine the terms to include in the Agreement (between
you) and then provide such terms to us to include in the Agreement. In our limited role as the
scrivener, the more details you work out between you and provide to us, the better. In the course
of drafting we may identify categories of essential terms you have not addressed, in which case
we will suggest that both parties coordinate and let us know what specific terms you mutually
agree on for each such category. We may also include stock or customary terms in the draft we
provide with no intent of favoring either party over the other. Any such terms may be rejected or
modified by either of you and, as with all terms in the Agreement, are subject to mutual
agreement between you and can be revised by you. Through the proposed limited joint
January 26, 2023
Page 2
representation, we can assist you in documenting the Agreement you reach on an amicable and
mutually advantageous basis.
In the event there are actual disagreements of substance or content between the Parties,
we will decline to advise either party with respect to such issue. Should an issue arise for which
the Parties cannot reach agreement on your own, we would need to withdraw from further
representation of both Parties with respect to the Agreement. Such withdrawal would not,
however, impact our on-going representation of the City of Waterloo or the Waterloo
Communications Utility Board on all other matters.
In the course of the joint representation of the Parties, we will not have communications
with one party relevant to the Agreement that are confidential from the other. For matters
relevant to this limited joint representation, we have a legal and ethical duty to share with both of
you the information we receive and the comments that we give. In other words, your
conversations with us with respect to the Agreement are not privileged as between the two of you
and could not be claimed as privileged should any dispute arise between you. If you want
independent advice concerning the terms of the Agreement, or if you wish to be able to discuss
matters in complete privacy, you will need to seek such advice from alternate counsel.
In deciding whether or not to consent to the joint representation, the Parties should
consider how our limited representation as described above could or may affect them. For
example, clients that are asked to consent to conflicts should consider whether there is any
material risk that their attorney will be less diligent on their behalf due to the conflict. Similarly,
clients should consider whether there is any material risk that their confidential information or
other proprietary matters will be used adversely to them due to the conflict. We do not believe
that our obligations of loyalty and confidentiality to any party will impair our ability to represent
the Parties in this matter in the limited manner described herein, but of course you may ask us
any questions you may have regarding the contents of this letter and/or seek the independent
advice of a lawyer outside of our Firm regarding the contents of this letter.
Please respond to this request by either signing and returning this letter or informing us
that you decline to approve and consent to this joint representation. We will only be able to
represent the Parties in this matter if both Parties are in agreement regarding this limited
representation.
Sincerely,
AHLERS & COONEY, P.C.
By Kristine Stone
Kristine Stone
January 26, 2023
Page 3
The City Council of the City of Waterloo hereby waives and consents to any actual,
potential, or perceived conflict of interest associated with Ahlers & Cooney, P.C.’s
representation of the Waterloo Communications Utility Board and the City of Waterloo
regarding the 28E Agreement for the FTTP Project.
Dated this _____ day of ______________, 2023.
City Council of the City of Waterloo:
By: ______________________________
Mayor
January 26, 2023
Page 4
The Waterloo Communications Utility Board hereby waives and consents to any actual,
potential, or perceived conflict of interest associated with Ahlers & Cooney, P.C.’s
representation of the Waterloo Communications Utility Board and the City of Waterloo
regarding the 28E Agreement for the FTTP Project.
Dated this _____ day of ______________, 2023.
Board of Trustees of the Waterloo Communications Utility:
By: ______________________________
Board Chair
CI TY OF WATER LOO
Council Communication
Motion approving a Joint P ublic Improvement Agreement with the Munic ipal Telecommunic ations Utility of
the C ity of Waterloo, for the purpos e of defining the respec tive rights and obligations for joint public
improvement projects , and authorizing the Mayor and C ity C lerk to execute s aid doc ument.
Telecommunications Utility Board of Trustees Meeting: 2/22/2023
Prepared:
ATTA C H M EN TS:
D escription Type
Agreement B ackup Material
S UB J E C T:
Motion approving a Joint P ublic Improvement Agreement with the Municipal
Telecommunic ations Utility of the C ity of Waterloo, for the purpos e of
defining the res pective rights and obligations for joint public improvement
projec ts, and authorizing the Mayor and C ity C lerk to exec ute said
doc ument.
S ubmitted by:S ubmitted By:
R ec ommended Ac tion:
S ummary S tatement/
Background Information:
Neighborhood Impact:
Data:
C ommunity Engagement
Methods :
Analysis and S trategies:
Implementation, Ac countability,
and C ommunic ation::
Expenditure R equired/ S ource
of F unds :
Alternative:
- 1 -
JOINT PUBLIC IMPROVEMENT AGREEMENT
THIS JOINT PUBLIC IMPROVEMENT AGREEMENT (hereinafter "Agreement") is
made and entered into by and between the City of Waterloo, Iowa, a municipal corporation
organized and existing under the laws of the State of Iowa (hereinafter "City"); and the Municipal
Telecommunications Utility of the City of Waterloo, a municipal utility organized and existing
under the laws of the State of Iowa (hereinafter "Utility").
WHEREAS, the City Council of Waterloo, Iowa and the Board of Trustees of the Utility
have determined it to be in the best interests of the residents and ratepayers of the City and the
Utility to cooperate in the joint undertaking of a public improvement project as herein defined; and
WHEREAS, the City and the Utility desire to enter into this Agreement for the purpose of
defining their respective rights and obligations in connection with said project;
NOW, THEREFORE, in consideration of the mutual promises and agreements herein
contained and upon the following terms and conditions, the City and the Utility agree as follows:
1. Purpose. The purpose of this Agreement is to provide for efficiencies in
connection with the design, bid letting and construction of the project hereinafter
described, for the mutual benefit of the residents and ratepayers in the City of Waterloo.
2. Project. Except as herein provided, the term "Project" shall mean the FY
2023 Construction of a Fiber-to-the-Premises Feeder/Distribution (“FTTP”) and Backbone
Network Project. The FTTP system is intended to pass all residents and businesses of
Waterloo and includes approximately 390.54-miles of underground construction, and will
be under the management and control of the Utility. The backbone includes
approximately 115.80-miles of underground construction along major city corridors and
key commercial areas. The backbone is presently intended to be under the management
and control of the City, provided, however, that design changes, if any, could result in a
portion of the backbone being under the management and control of the Utility.
3. Project Cost. Except as herein provided, the term "Project Cost" shall
mean all costs and expenses reasonably incurred by the City and the Utility in connection
with the design, bidding and construction of the Project.
4. Project Costs - Source of Funds. Each party is obligated and agrees to pay
the portion of the Project Costs associated with the portion of the Project to be under its
management and control, once in operation; provided, however, that Project Costs may be
paid from any lawfully available funds or sources and certain funds or sources may be
under the control of the other party. For example, general obligation financing and ARPA
funds are under the control of the City but may be used to pay for certain Project Costs
pertaining to the portion of the Project which will be under the management and control of
- 2 -
the Utility. The parties shall work together to establish the final financing plan, provided
that such financing plan and the Project Cost allocation shall be made in accordance with
applicable law. All payments shall be made from any lawfully available funds or sources.
Project Cost payments may be made directly to the contractors associated with the Project
or by reimbursement to the other party if such funds are advanced on behalf a party.
If either party issues bonds or notes related to the Project (such party being the
“Issuing Party”), and if such bonds or notes are used to construct portions of the Project
that will be under the other party’s management and control once in operation, the other
party agrees that it shall be responsible for paying the Issuing Party an amount or amounts
equal to the portion of the debt service payments on such bonds or notes correlating with
the portions of the Project financed by said bonds or notes which will be under its
management and control. Payments to the Issuing Party may be made at the approximate
time the applicable debt service payments are due, or by subsequent reimbursement to the
Issuing Party.
It is further understood that the Utility may use a portion of the backbone under the
management and control of the City, and shall pay for such use in accordance with
applicable law pursuant to a joint use agreement or other form of agreement to be prepared
by the parties after the applicable Project Costs are known or at such other time as may be
necessary and appropriate. If the City receives Utility services or uses portions of the
FTTP system, the Utility may charge the City for such services or use.
The parties shall cooperate with each other to execute and deliver such instruments
and documents and take such actions as may be required to effectuate the provisions and
intent of the cost sharing and usage provisions of this Agreement.
5. Project Responsibilities. The parties will have the following respective,
responsibilities in connection with the Project.
I. The City:
A. The City shall be responsible for the portion of the Project Costs
associated with the portion of the Project under its management and
control, once in operation.
B. The City will serve as the lead agency for the Project, and will enter
into the engineering services agreement and the construction
contract(s) for the Project. The Project shall be administered by the
City and the City shall be responsible for the daily construction
administration of the Project.
C. The City shall post a combined notice to bidders for the City and
- 3 -
Utility as required by Iowa Code §§ 26.3 and 26.7.
D. Before entering into a contract for the Project, the City shall publish
a combined notice of public hearing for the City and Utility, as
required by Iowa Code § 362.3, and hold a public hearing to
consider and approve the proposed plans, specifications, form of
contract, and estimated total cost of the public improvement, as
required by Iowa Code § 26.12.
E. Before entering into a contract for the Project, the City shall obtain
authorization from the Utility after the Utility (1) holds its public
hearing to consider and approve the proposed plans, specifications,
form of contract, and estimated total cost of the public
improvement, and (2) determines the lowest responsive, responsible
bidder(s).
II. The Utility:
A. The Utility shall be responsible for the portion of the Project Costs
associated with the portion of the Project under its management and
control, once in operation.
B. Before authorizing the City to enter into a contract for the Project,
the Utility shall (1) hold a public hearing to consider and approve
the proposed plans, specifications, form of contract, and estimated
total cost of the public improvement, as required by Iowa Code §
26.12, and (2) either reject all bids or determine the lowest
responsive, responsible bidder.
C. After holding said hearing and determining the lowest responsive,
responsible bidder, the Utility shall provide its authorization to the
City for the City to enter into a contract or contracts for the Project.
6. The City shall be responsible for processing payments related to the Project,
and will keep detailed payment records related to the Project. Project Cost and payment
information will be shared with the Utility periodically throughout the construction of the
Project.
7. Except as herein provided, the project shall be supervised by the City of
Waterloo’s Public Works Division Manager, Randy Bennett.
8. Bids for the project shall be submitted to the City Clerk for the City of
Waterloo.
- 4 -
9. Award of Contract. After receipt of the report of bids, the Utility will
either reject all bids or determine the lowest responsive, responsible bidder. The City will
either reject all bids or determine the lowest responsive, responsible bidder and award the
contract. Both parties must agree on the selection of the Contractor who is awarded the
Project.
10. Project Acceptance. The public improvements associated with the Project
shall be accepted as complete by resolutions approved by both the Utility and the City.
11. Project -- Timetable. The project shall be commenced on or before May
10, 2023, shall be substantially completed by December 31, 2026, barring any unforeseen
delay.
12. Agreement -- Method of Approval. The parties hereto shall approve this
Agreement by resolution.
13. Agreement -- Effective Date. This Agreement shall be effective from and
after the date on which this Agreement is approved by the parties.
14. Agreement -- Duration. This Agreement shall be effective from the
effective date herein provided until terminated as herein provided.
15. Agreement -- Termination. This Agreement shall terminate after the
Project has been completed and all Project Costs and payments allocated to each party
under this Agreement have been paid.
16. Agreement -- Method of Termination. This Agreement may be terminated
by mutual agreement of the parties. Any such termination shall be in writing, and the
parties hereto shall approve such termination by resolution.
17. Agreement -- Effect of Termination. The termination of this Agreement
shall not relieve either party hereto of any obligations or liabilities accrued prior to the
effective date of such termination, including but not limited to payment of Project Costs
and other payment obligations hereunder incurred before termination.
18. Notices. Any notice under this Agreement shall be in writing.
Notices to the City of Waterloo shall be addressed to: Martin Petersen, City
Attorney, 715 Mulberry Street, Waterloo, IA 50703
Notices to the Municipal Telecommunications Utility shall be addressed to: Kelley
Felchle, City Clerk, 715 Mulberry Street, Waterloo, IA 50703
- 5 -
19. Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Iowa now or hereinafter applicable
hereto.
20. Entire Agreement. This Agreement contains the entire Agreement
between the parties hereto and may not be changed except by an amendment in writing
signed by the parties hereto.
21. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which together
shall constitute the same instrument.
22. Separate Legal Entity. This Agreement is not intended to establish a
separate legal entity.
23. Severability. In case any one or more of the provisions contained in this
Agreement shall be declared invalid, illegal, or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby.
(SIGNATURES ON FOLLOWING PAGES)
- 6 -
IN WITNESS WHEREOF, the City has caused this Agreement to be approved by
resolution of its City Council this 20th day of February, 2023.
CITY OF WATERLOO, IOWA
By: __________________________________
Quentin Hart, Mayor
ATTEST:
By: __________________________
Kelley Felchle, City Clerk
- 7 -
IN WITNESS WHEREOF, the Utility has caused this Agreement to be approved by
resolution of its Board of Trustees this 22nd day of February 2023.
MUNICIPAL TELECOMMUNICATIONS
UTILITY OF THE CITY OF WATERLOO, IOWA
By: __________________________________
Andrew Van Fleet, Chair
ATTEST:
By: __________________________
Kelley Felchle, Secretary of the Board of Trustees
02157738-1\11310-157
CI TY OF WATER LOO
Council Communication
Motion approving a Broadband Marketing P ropos al with Magellan Advisors, in the amount of $60,500.
Telecommunications Utility Board of Trustees Meeting: 2/22/2023
Prepared:
ATTA C H M EN TS:
D escription Type
Magellan Waterloo B roadband P lan 2023 C ombined
2.21.23 B ackup Material
S UB J E C T:Motion approving a Broadband Marketing P roposal with Magellan
Advis ors , in the amount of $60,500.
S ubmitted by:S ubmitted By:
R ec ommended Ac tion:
S ummary S tatement/
Background Information:
Neighborhood Impact:
Data:
C ommunity Engagement
Methods :
Analysis and S trategies:
Implementation, Ac countability,
and C ommunic ation::
Expenditure R equired/ S ource
of F unds :
Alternative:
BROADBAND MARKETING PLAN
Prepared for:
Andy Van Fleet
Chairman
Prepared by:
Courtney Violette
COO
Magellan
CViolette@magellanbroadband.com
386-931-3520
magellanbroadband.com
MARKETING PROPOSAL
WWW.MAGELLAN BROAD BAND . C O M
2
Overview of Project and Scope of Work
Magellan is working with the Waterloo Communications Utility Board to oversee the construction of a
fiber-optic fiber-to-the-premise network planned to pass up to 30,000 residential and commercial
subscribers over the next 36 months.
Below is the proposed outline of the marketing program for the first 12 months of this project.
INITIAL GOALS:
Gain 5,000+ pre-registered subscribers in 2023
Build a positive brand image for the city’s and the utility’s efforts
Build a communications portal and website
Reach residents and businesses with information about this year’s progress
Marketing Tasks
1. DEVELOPMENT OF MARKETING PLAN, TIMELINE AND BUDGETS
Magellan’s marketing team will develop the Waterloo Marketing Plan, including recommended
advertising budgets, with an execution timeline through the remainder of 2023 for the Utility to approve.
Once approved, the Magellan team will move forward on launching approved advertising methods as
indicated in the plan’s timeline.
One-Time Total: $5,000
2. THEME AND ARTWORK DEVELOPME NT
Create taglines, calls-to-actions, graphics to use on websites, social media content, advertising, banners,
printed material, etc.
One-Time Total: $5,000
3. WEBSITE DEVELOPMENT
Host website; build 5-10 pages, click funnel model for signups; keyword implementation; search engine
optimization (SEO) research; and monthly/annual analytics reports. (Note: Payment portal would be
incorporated in future marketing costs.)
One-Time Total: $10,000
4. PUBLIC RELATIONS
One press release created per month for a 12-month period. Includes sending to local press, arranging
interviews, sharing on social media and reporting results.
One-Time Total: $4,500
WWW.MAGELLAN BROAD BAND . C O M
3
5. SOCIAL MEDIA
Management of and response to inbound leads. Three posts per week on Facebook, Instagram, LinkedIn
and Twitter and two posts per month on Google.
Monthly Total: $2,000 | Annual Total: $24,000
6. VIDEO DEVELOPMENT
Four videos, less than 60 seconds each, for use online and in social media. Topics Include:
Family/Residential and City
Gamers
Business
One-Total: $10,000
7. EVENT SUPPORT
The Magellan marketing team will work with the Utility and its staff to select local events for targeted
marketing campaigns and will support development of graphics and other printed materials.
Supported event examples:
Local Organizations
City and Parks events
Chamber of Commerce/ Local Development Board
One-Time Total: $2,000
WWW.MAGELLAN BROAD BAND . C O M
4
Cost Breakdown
The total annual cost for the proposed marketing plan is listed below and includes all work to be completed
by the Magellan team as stated in this proposal.
Magellan will bill on the first day of the month for the previous month’s services.
• Any required travel or incidental expenses will be billed as incurred at cost, plus a 10%
administration fee.
• Any advertising costs Magellan may bear for this project, including social media ad spend, printing
and other associated expenses will be billed as incurred at cost, plus a 10% administration fee.
Task/Description
Cost
1. Development of Marketing Plan, Timeline and Budgets $5,000
2. Theme and Artwork Development $5,000
3. Website Development $10,000
4. Public Relations $4,500
5. Social Media $24,000
6. Video Development $10,000
7. Event Support $2,000
Total Costs $60,500