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03.20.2024 Telecom Board Agenda
BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Ritch Kurtenbach Mike Young Amy Wienands City Council Liaison: Rob Nichols March 20, 2024 City Council Chambers 4:00 p.m. 1. Roll call. 2. Approval of the agenda, as presented. 3. Approval of minutes of February 21, 2024, regular session, as presented. 4. Motion to receive and file a notice of conclusion of employment of Julie Eastman and a severance payment of $7,958.23. 5. Motion approving an agreement with 3-GIS LLC for Fiber Optic Network Asset Management software, in the amount of $111,850 over 3 years, in conjunction with the FY2024 Fiber Optic Network Asset Management RFP, Contract No. 1098, and authorizing the General Manager to execute said document. 6. Motion approving a Request for Proposals to Lease an Office Facility. 7. Update from Speer Financial, General Manager, and consultants. 8. Adjourn. Kelley Felchle Board Secretary WATERLOO Telecommunications Utility Board of Trustees TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES City Council Chambers February 21, 2024 4:00 p.m. 1. Members present: Van Fleet, Batemon, Kurtenbach and Young. Members Absent: Ms. Wienands. 2. Moved by Kurtenbach seconded by Young that the agenda as amended, by amending item four to read, “motion to approve creating six temporary part-time Direct Sales Internship positions within Waterloo Fiber,” be approved. Voice vote- Ayes: Four. Motion carried. 3. Moved by Kurtenbach seconded by Young that the minutes of January 17, 2024, Regular Session, as presented, be approved. Voice vote-Ayes: Four. Motion carried. 4. Moved by Young seconded by Batemon to approve creating four six temporary part-time Direct Sales Internship positions within Waterloo Fiber. Voice vote- Ayes: Four. Motion carried. Eric Lage, General Manager, shared that there are fund available in the payroll budget to allow for the addition of six part-time sales internships at twenty dollar per hour, for door-to- door and inside sales, attending events, etc., during the period of May 15 through August 15, 2024 Mr. Van Fleet questioned if the interns would need to be Waterloo residents. Eric Lage commented that it would be preferred but not expressly stated in the job description. Mr. Van Fleet questioned if there is an anticipated age range of candidates. Eric Lage shared that the requirement would be that the individual must be enrolled in a post- secondary school. Mr. Van Fleet questioned if our insurance would cover their cars if something should happen. Eric Lage explained that the interns would be traveling with a full-time Waterloo Fiber staff who would be driving them around, though we could add them to our policy if we think that is needed. 5. Moved by Young seconded by Kurtenbach to approve a resolution approving the Waterloo Fiber Public Purpose Policy. Roll Call vote- Ayes: Four. Motion carried. Resolution No. 2024- 042. Eric Lage provided an overview of the resolution. Mr. Kurtenbach questioned if there is a line-item in the budget for these activities. Eric Lage explained that a lot of this falls under marketing and confirmed that there is a budget set up for this. 6. General comments from staff, consultants, and board members. Eric Lage, General Manager, provided a brief update on software installations and shared that a commercial lease RFP is currently being drafted. He explained that there may be a need for a special meeting to set rates for a public IP address, mesh units, and bulk rates for multi- dwelling units. Mike Reagan, ENTRUST, shared that weather has been cooperative for the last couple of weeks. Several crews are in market this week to work and take advantage of the good Page 2 weather currently happening. He added that equipment will be installed soon at Fire Station 6. Mr. Van Fleet requested an update on the locates. Mike Reagan commented that they are going quite well and will be monitored as crew counts increase. Kelley Felchle, Board Secretary, shared that she and Eric have been working on the commercial lease RFP, and noted that the morning of March 5th could potentially work if a special session is needed to approve the RFP. 7. Adjourn. With no further business before the board, it was moved by Young seconded by Batemon that the meeting be adjourned at 4:13 p.m. Voice vote-Ayes: Four. Motion carried. Kelley Felchle Board Secretary CITY OF Notice of L4! /ATERLOO Employment mole IOWA Severance Community of Opportunity Today's Date: 3/11/2024 Department: Waterloo Fiber Effective Date: 3/6/2024 Job Classification: Accounting Manager Employment Date: 11/20/2023 Employee Name: Julie Eastman The employment with the named City of Waterloo employee has been severed by reason of: Retired Disability Related No Yes Resigned Termination Other In accordance with City Policy, it is requested to allow payment which consists of the following: Benefits Total Hours (x) Hourly Rate Payout Vacation-Accrued 140.5 33.65 4,727.83 Vacation-Current Usable Sick Leave 96 33.65 3,230.40 Casual Hours Comp Time Pay Unscheduled Leave Other Pay Total Payment 7,958.23 Comments Waterloo Fiber follows employee agreements for payout, not EHB Approved by Date lontov-r--vHumanResourcesUvV Date 51 I 1 bq Council Agenda Date: Not Applicable CITY OF WATERLOO PERSONNEL ACTION FORM EMPLOYEE INFORMATION MUST COMPLETE SSN#/ Employee ID # Last/First/Middle Name Effective Date/DOHBargaining 12572 EASTMAN, JULIE A 03/06/2024 Non-Bargaining EMPLOYEE INFORMATION IF APPLICABLE ONLY COMPLETE FOR NEW HIRES AND WHEN SUBMITTING A CHANGE TO ONE OF THESE AREAS Fund/Dept#/Actvlacct(1111or1112-not needed) Grad Date/ If High School Student Address City/State/Zip Home#: Cell#: Department® Job Title/Classification/Program Hourly Rate Shift or Squad WATERLOO FIBER ACCOUNTING 33.65 Date of Birth White Black or African-American Asian I I Married ® US Citizen Hispanic or Latino Male 09/29/1977 Two or More Races/Ethnicities Single n Veteran American Indian or Alaskan Native(not HlspancorLatino) ® Female Native Hawaiian or Other Pacific Islander not Hispanic or Latino) ST CHANGE New Hire Promotion Layoff Li Regular EE w/Benefits n FLSA Change Recall from Layoff 7 Part Time EE (Over 6 months) I I Probationary/Step Increase I I Leave of Absence 1 I Seasonal/Temp EE (<6 months) Rate Change Return from Leave Department Transfer Budget Number Other COMMENTS RESIGNATION 03.06.2024 5( He , 5 le 0 _ /, 49y: ADDITIONAL PAYS T I I Waste Water Cert. Pay - 25¢ n 2nd Shift(Laborers) - 35¢ n Bldg. Cert. Pay I - 20¢ I I Waste Water Cert. Pay - 50¢ 3rd Shift(Laborers) -450 Li Bldg. Cert. Pay II - 40¢ n Paramedic Pay - $11.54 Start Police Shift- 50¢ Bldg. Cert. Pay III - 60¢ Paramedic Pay - $34.62 I 1 Stop Police Shift n FOR PART-TIME OR SEASONAL EMPLOYEES ONLY Leisure Services Culture&Arts I I Golf 010 37 4120 Culture &Arts 010 26 4250 I I Parks 010 37 4100 1 I Youth Pavilion 010 26 4208 Sports 010 37 4200 Young Arena 010 37 4500 I I Downtown 010 37 4110 n SDortsplex H n 37 4180 SIGNATURES Department Head Date Hi an Resources Date Routing: Origins to H man Resources by Department Input in MSS/New World Updated 10-8-2018 Human Resources Will Forward Copies After Change(s)Occur(s)to:Department and Finance Copyright notice © 2023 3-GIS, LLC. All rights reserved. No part of this publication may be reproduced, transmitted, transcribed, stored in a retrieval system, or translated into any language in any form by any means without the prior written permission of 3 -GIS. Trademark ArcGIS, ArcEditor, ArcGIS Server, and the Esri logo are registered trademarks of Environmental Services Research Institute, Inc. All other brand names, product names, or trademarks belong to their respective holders. 3-GIS Proposal for City of Waterloo Waterloo Fiber F.Y. 2024 Fiber Optic Network Asset Management Contract No. 1098 Due January 25, 2024 F.Y. 2024 Fiber Optic Network Asset Management City of Waterloo, IA and Waterloo Fiber CONFIDENTIAL AND PROPRIETARY Page 2 (E) Fee Proposal The proposed fee must detail the costs for the software to be licensed. The fee proposed must include the total estimated cost for per unit for software as well as annual maintenance costs. Provide training costs for the software proposed. This total may be adjusted after negotiations with the City and prior to signing a formal contract, if justified. 3-GIS has submitted the WL’s pricing response form along with this submission. More detailed pricing is listed below. Upon selection, 3 -GIS will provide a detailed statement of work complete with payment milestones for the WL’s approval. Options 1 - 3-GIS Live SaaS Deployment Unit Cost Qnty Unit Total One Time Fee Annual Total 3 Year Total Software and Support Subscriptions 3-GIS Live - Enterprise Advanced Web Named User License - Editor $4,750.00 2 $9,500.00 3-GIS Live - Enterprise Basic Web Named User License - Viewer $2,650.00 8 $21,200.00 Access to Google Street View API for per 3-GIS Web named user. $270.00 0 3-GIS Live - 3-GIS Mobile Named User License - 1 Year Total $795.00 0 3-GIS Live Enterprise Silver Support Per 3-GIS Web Named User $710.00 10 $7,100.00 Subtotal $37,800.00 $37,800.00 $113,400.00 Services F.Y. 2024 Fiber Optic Network Asset Management City of Waterloo, IA and Waterloo Fiber CONFIDENTIAL AND PROPRIETARY Page 3 3-GIS Live Setup. Includes 4 hour configuration workshop and 20 hours initial configuration time $14,950.00 1 $14,950.00 3-GIS Mobile Setup $1,950.00 0 3-GIS Web Training 1.5 Days for up to 8 Users of Remote $3,250.00 1 $3,250.00 Mobile Training ½ Day for up to 8 Users Remote $1,580.00 0 3-GIS Configuration Workshop 4 Hours to make the Live workshop equal in time to OP) $2,150.00 1 $2,150.00 3-GIS Configuration T&M Block of Hours to be used for: • Configuration of 3-GIS data schema and Application (added 20 hours to the 20 from setup for total of 40 hours for configuration • ATP Test Plan Development • ATP Testing with WL **see T&M special notes below $260.00 20 $5,200.00 Subtotal $25,550.00 $25,550.00 Year 1 Total (2 Adv Editor, 8 Basic Viewer, 10 Silver Support and 1st Year Services) $63,350.00 3 year Total with serivces $138,950.00 F.Y. 2024 Fiber Optic Network Asset Management City of Waterloo, IA and Waterloo Fiber CONFIDENTIAL AND PROPRIETARY Page 4 Options 2 - 3-GIS On Premise Deployment (Per User Fee) Unit Cost Qnty Unit Total One Time Fee Annual Total 3 Year Software and Support Subscriptions 3-GIS Core Server Term License for production (no Esri) $6,919.00 1 $6,919.00 3-GIS Core Server Term License for other (no Esri) $4,972.00 1 $4,972.00 3-GIS On Premise Enterprise Advanced Web Named User License - Editor $3,950.00 2 $7,900.00 3-GIS On Premise Enterprise Basic Web Named User License - Viewer $2,350.00 8 $18,800.00 Access to Google Street View API for per 3-GIS Web named user. $270.00 0 3-GIS On Premise - 3-GIS Mobile Named User License - 1 Year Total $750.00 0 Support Customer Success Plan 1 (20 hours per year) $6,000.00 1 $6,000.00 Support Customer Success Plan 2 (60 hours per year and 1 upgrade service) $17,000.00 0 Support Customer Success Plan 3 (120 hours per year and 2 upgrade service) $31,000.00 0 Subtotal $44,591.00 $44,591.00 $133,773.00 F.Y. 2024 Fiber Optic Network Asset Management City of Waterloo, IA and Waterloo Fiber CONFIDENTIAL AND PROPRIETARY Page 5 Services 3-GIS Setup $13,000.00 1 $13,000.00 3-GIS Dev Test Setup $6,500.00 1 $6,500.00 3-GIS Mobile Setup $0.00 0 $0.00 3-GIS Web Training 1.5 Days for up to 8 Users of Remote $3,250.00 1 $3,250.00 Mobile Training ½ Day for up to 8 Users Remote $1,580.00 0 $0.00 Admin Training ½ Day for up to 5 Users Remote $1,950.00 1 $1,950.00 Server Training ½ Day for up to 5 Users Remote $1,950.00 1 $1,950.00 3-GIS Configuration Workshop $4,300.00 1 $4,300.00 3-GIS Configuration T&M Block of Hours to be used for: • Configuration of 3-GIS data schema and Application • ATP Test Plan Development • ATP Testing with WL **see T&M special notes below $260.00 40 $10,400.00 Subtotal $41,350.00 $41,350.00 $44,451.00 Year 1 Total (2 Adv Editor, 8 Basic Viewer, Plan 1 Support and 1st Year Services) $85,941.00 3 Year Total $175,123.00 * The number of WL Editor, Viewer and Mobile Users were not shared in the RFP and the clarification Q&A asked for the vendor to present the per user cost and the enterprise cost. F.Y. 2024 Fiber Optic Network Asset Management City of Waterloo, IA and Waterloo Fiber CONFIDENTIAL AND PROPRIETARY Page 6 **At this time, WL configuration or ATP criteria are unknown, so we estimated 2 weeks of T&M that can be used for any of thes e services task. The Customer would only be billed for the T&M hours used up to 80 hours but not to exceed. Options 3 - 3-GIS On Premise Deployment (Enterprise Agreement) Unit Cost Qnty Unit Total One Time Fee Annual Total 3 Years Software and Support Subscriptions 3-GIS Enterprise Agreement (1 Core Server Term License for Production no Esri, 1 Core Server Term License for Other no Esri, and up to 20 Named Users from any combination of Adv, Basic or Mobile) $17,500.00 1 $17,500.00 Access to Google Street View API Enterprise Agreement $2,500.00 0 Support Customer Success Plan 1 (20 hours per year) $6,000.00 1 $6,000.00 Support Customer Success Plan 2 (60 hours per year and 1 upgrade service) $17,000.00 0 Support Customer Success Plan 3 (120 hours per year and 2 upgrade service) $31,000.00 0 Subtotal $23,500.00 $23,500.00 $70,500.00 Services 3-GIS Production Setup $13,000.00 1 $13,000.00 3-GIS Other Setup $6,500.00 1 $6,500.00 3-GIS Mobile Setup $0.00 0 F.Y. 2024 Fiber Optic Network Asset Management City of Waterloo, IA and Waterloo Fiber CONFIDENTIAL AND PROPRIETARY Page 7 3-GIS Web Training 1.5 Days for up to 8 Users of Remote $3,250.00 1 $3,250.00 Mobile Training ½ Day for up to 8 Users Remote $1,580.00 0 $0.00 Admin Training ½ Day for up to 5 Users Remote $1,950.00 1 $1,950.00 Server Training ½ Day for up to 5 Users Remote $1,950.00 1 $1,950.00 3-GIS Configuration Workshop $4,300.00 1 $4,300.00 3-GIS Configuration T&M Block of Hours to be used for: • Configuration of 3-GIS data schema and Application • ATP Test Plan Development • ATP Testing with WL **see T&M special notes below $260.00 40 $10,400.00 Subtotal $41,350.00 $41,350.00 $23,500.00 $70,500.00 Year 1 Total (EA for 20 Named Users Plan 1 Support and 1st Year Services) $64,850.00 3 Year Total $111,850.00 REQUEST FOR PROPOSALS TO LEASE AN OFFICE FACILITY Submission Deadline 1:00 p.m. on Thursday, April 18, 2024 Proposals shall be submitted to the following address: Waterloo Fiber Board Secretary 715 Mulberry Street Waterloo, IA 50703 i TABLE OF CONTENTS TABLE OF CONTENTS ................................................................................................... i 1. INTRODUCTION ......................................................................................................... 1 A. Background.............................................................................................................. 1 B. Project Overview ...................................................................................................... 1 2. SELECTION PROCESS AND AWARD ....................................................................... 1 A. Timeline ................................................................................................................... 1 B. Solicitation of Information ........................................................................................ 2 C. Selection Considerations ......................................................................................... 2 D. Selection Process .................................................................................................... 2 E. Proposal Rating Criteria ........................................................................................... 4 3. PROPOSAL SUBMISSION REQUIREMENTS ........................................................... 4 A. Submission .............................................................................................................. 4 B. Format ..................................................................................................................... 5 C. Required Forms and Contents................................................................................. 5 4. OTHER CONSIDERATIONS ...................................................................................... 6 A. Procuring and Contracting Agency .......................................................................... 6 B. Reservation of Rights .............................................................................................. 6 C. Conflict of Interest .................................................................................................... 7 D. Right of Refusal ....................................................................................................... 7 E. Costs ....................................................................................................................... 7 F. Selection Non-Binding ............................................................................................. 7 G. Communications with Media, Government Agencies, and Community ................... 7 H. Iowa Open Records Law ......................................................................................... 7 I. Design Services ........................................................................................................ 7 5. PROPOSAL SPECIFICATIONS .................................................................................. 8 A. Required Specifications ........................................................................................... 8 B. Required Specifications – Lease Terms and Conditions ....................................... 10 C. Desired Specifications ........................................................................................... 10 6. CONFLICT OF INTEREST FORM ............................................................................ 12 ii 7. PROPOSER’S RESPONSE FORM .......................................................................... 15 8. BUSINESS PROPERTY LEASE FORM ................................................................... 18 APPENDIX .................................................................................................................... 29 Central Business District – Downtown Waterloo ........................................................ 29 Waterloo Fiber Phase 1 Construction Zone ............................................................... 29 Waterloo Shared Mobility Device Ride Zone .............................................................. 30 Metropolitan Transit Authority Contact Information .................................................... 30 1 1. INTRODUCTION A. Background The Waterloo Municipal Communications Utility (MCU) was established in 2005 by the voters of Waterloo. The vision of the voters was to deploy a locally owned, controlled, and operated telecommunications utility and ubiquitous fiber -optic network to connect every home, business, and institution in Waterloo, modeled off other MCUs throughout Iowa. The MCU, known as Waterloo Fiber, is making sure everyone in the community will have the opportunity to access fast, reliable high-speed internet in their homes and businesses. The Board of Trustees spent several years studying broadband and fiber optic services, but the COVID-19 shutdown emphasized the need for reliable broadband improvements. The City of Waterloo and Waterloo MCU pushed forward with a city - wide buildout. The buildout is supported by federal and state funding, and in 2022, the voters supported passing a general obligation bond referendum to assist with the project’s deployment. The city is also constructing a fiber-optic backbone to connect every city site, facility, and important public space, as well as supporting important third- party community partners, such as Waterloo Water Works, MidAmerican Energy, and Waterloo Schools. B. Project Overview Waterloo Fiber is seeking Proposals with the primary objective of leasing professional office space to be used as the new headquarters for the MCU. The term for this lease shall be five years with a year-to-year renewal. Proposals shall be for a facility within the city limits of Waterloo. Waterloo Fiber is seeking a move-in ready facility or a facility that can be remodeled to meet the specifications listed in this Request for Proposals (RFP). 2. SELECTION PROCESS AND AWARD A. Timeline The following is a tentative timeline regarding the selection process and award: 1. Waterloo Telecommunications Utility Board of Trustees votes on seeking RFPs during the March 20, 2024 board meeting. 2. RFP is posted on Waterloo Fiber website and City of Waterloo website on March 21, 2024. 3. Proposals due by 1:00 p.m. on April 18, 2024. 4. Initial evaluation of Proposals and tours of properties meeting required specifications. 2 5. Request for revised Proposals from short-listed Proposers. 6. Revised Proposals due by 1:00 p.m. on May 16, 2024, to the same address listed in Section 3.A. 7. Evaluation of Revised Proposals estimated completion by May 23, 2024. 8. Final evaluation estimated completion by June 6, 2024. 9. Letter of Intent issued to selected Proposer and commence lease negotiations. 10. Waterloo Telecommunications Utility Board of Trustees meeting to approve RFP award and lease. Dates listed in this section are subject to change. Any updated dates will be communicated to Proposers via email. B. Solicitation of Information A Proposer’s solicitation of information from Waterloo Fiber, its employees or board members, outside of the process detailed in the RFP will not be addressed and may result in disqualification of the Proposer. C. Selection Considerations All Proposals submitted in response to this RFP will be evaluated by a Selection Committee consisting of the General Manager of Telecommunications, the Board Secretary, and one member of the Waterloo Telecommunications Utility Board of Trustees. Waterloo Fiber reserves the right to independently identify suitable facilities and directly solicit Proposals that meet the standards set forth in the RFP. While monetary terms of each Proposal will be strongly considered, the final selection may not be the lowest cost Proposal, as the final selection will be based on the Proposal that best meets all the RFP standards. This is not a fixed-bid Proposal, and all items are subject to further negotiations. Variances to the specifications of this RFP may be considered for spaces with “move-in ready” conditions that may prohibit exact conformance to the specifications. A thorough explanation of the variances and the “move-in ready” conditions contributing to the variance must be supplied by the Proposer. D. Selection Process The selection of a Proposal is a six-part process that shall include the following: 3 A. Part One – Initial Evaluation of Proposals: Proposers must submit a complete Proposal by the due date. Complete Proposals that meet the required specifications will be evaluated based upon the Proposal rating criteria designated in Section 2.E. Proposals that are submitted incomplete or do not meet the required specifications will be rejected. Property tours will be scheduled and completed for those Proposals meeting the required specifications of this RFP and receive 80 points or more on the Proposal rating criteria. Proposers are required to schedule a property viewing with the Selection Committee within the designated time frame or may be disqualified. Proposers may be asked for clarification and/or additional information before the completion of the initial evaluation. Following completion of the initial evaluation, Proposals will continue to Part Two. B. Part Two – Request for Revised Proposals: The Selection Committee may ask any Proposers selected under Part One to submit a revised Proposal, including any clarifications or additional information requested by the Selection Committee under Part One. Revised Proposals are to be submitted by the date set forth in Section 2.A. Requests for a revised Proposal and shall conform in all respects, including method and location of delivery, to the Proposal Submittal Requirements designated in Section 3. C. Part Three – Evaluation of Revised Proposals: The Selection Committee will evaluate all the revised Proposals and may request additional presentations, conduct site visits, and/or request additional information or clarification . A short list of Proposers will be developed based on the revised Proposals. D. Part Four – Final Evaluation: Final evaluations will be completed for all short- listed Proposals by incorporating the initial evaluations, revised Proposals, and site visits. The Selection Committee may ask for clarifications necessary to make a complete and full assessment. Based upon the final evaluation, the Selection Committee will select one Proposal that best meets the needs of Waterloo Fiber. E. Part Five – Letter of Intent: If a Proposal is selected by the Selection Committee, a Letter of Intent (LOI) will be sent to the Selected Proposer. The LOI represents Waterloo Fiber’s intention to pursue lease negotiations with the Selected Proposer. Should Waterloo Fiber be unable to achieve an acceptable lease and terms with the Selected Proposer, Waterloo Fiber reserves the right to cancel the LOI and issue a new LOI to a different Proposer and commence negotiations. F. Part Six – Board Approval: Final lease execution will be contingent upon the approval of the Waterloo Telecommunications Board of Trustees, the governing board of Waterloo Fiber. 4 E. Proposal Rating Criteria Proposals that completely follow the submission requirements listed in Section 3 and meet the required specifications listed in Section 5.A., will be considered complete. All complete Proposals will be rated by the Waterloo Fiber Selection Committee utilizing a 100-point scale based on the following factors and criteria: 1. Location and Proximity (Maximum 40 Points): This criterion requires a location within the boundaries of the City of Waterloo, Iowa. Location preference will be given to sites in or near the Central Business District, followed by the Phase 1 Waterloo Fiber Construction Zone. See the Appendix for a map of the Central Business District and a map of the Phase 1 Waterloo Fiber Construction Zone. This criterion further evaluates proximity to public transportation, and parking availability for Waterloo Fiber staff and customers. 2. Desired Specifications (Maximum 30 Points): This criterion evaluates the scope to which each Proposer can meet and/or accommodate any or all the desired specifications detailed in Section 5.C. This is differentiated from the required specifications that are detailed in Section 5.A and Section 5.B. 3. Cost (Maximum 20 Points): This criterion includes a review of all costs associated with the lease agreement, including lease changes, updates, lease extensions, and increases in insurance or other costs. 4. Lease Requirements (Maximum 10 Points): This criterion includes matching of required specifications, obligations regarding updates to the property, maintenance responsibilities, general upkeep, and repair of immediate surrounding property. It also includes applicable provisions regarding indemnification, subrogation, and other related business liabilities between the lessor and lessee. 3. PROPOSAL SUBMISSION REQUIREMENTS A. Submission Proposers are required to submit three printed copies of the Proposal and one PDF copy of the Proposal. Proposals shall not be submitted electronically. If a Proposer has more than one property to provide a Proposal for, a separate Proposal must be submitted for each property. All Proposals shall be submitted with the following: 1. A cover letter that specifically states that the Proposer understands the needs of Waterloo Fiber and briefly outlines the Proposer’s strengths in providing the required services. An authorized company officer should sign this letter. 2. Title page with name of Proposer’s firm/entity, a brief description of the Proposer’s firm/entity, address, telephone number, web address, name of contact person, email address, and the title of the RFP. 5 3. Reference letters from up to three current commercial office tenants. Sealed copies of the Proposals shall be delivered to the Waterloo City Clerk’s Office on the 1st Floor of City Hall, or delivered by U.S. Mail to the below address, and marked as follows: Waterloo Fiber Attn: Board Secretary – Lease RFP 715 Mulberry Street Waterloo, IA 50703 Proposals will be date and time stamped upon receipt. Proposers must allow sufficient time for delivery of their Proposals by the date and time specified; no Proposals received after that date and time will be accepted regardless of the postage date. B. Format To facilitate comparison and evaluation, Proposers must follow the format outlined in this section. Failure to follow the required format may, at the sole discretion of Waterloo Fiber, result in the rejection of the submittal. Proposals shall contain concise written material and illustrations that enable a clear understanding and evaluation of the capabilities of the Proposer. Legibility, clarity, and completeness are essential. Waterloo Fiber, at its sole discretion, may reject any Proposal which is unclear in any way. Proposals should be bound and printed in color on 8 ½ inch by 11-inch paper, either portrait or landscape. For legibility, plans, schedules, or other relevant Proposal documents may be printed on legal-size paper or on 11-inch by 17-inch paper. C. Required Forms and Contents Proposals must meet, at a minimum, the standards and requirements listed herein. Proposers are required to utilize the Proposer’s Response Form found in Section 7; and include the specific information, plans/drawings, specifications, and schedules required for their response, as listed below. In the event any item listed below is not addressed in the Proposal, the Proposal will be evaluated as failing to meet the standards with respect to such items. 1. A fully completed Proposer’s Response Form. Supply documentation, if available, supporting each of the cost elements. 2. A photo illustrating the exterior of the facility. 6 3. A site plan indicating parking, including number and type of available spots, ingress/egress, loading or delivery area, lighting, sidewalk, trash locations, and existing and landscaping, if applicable. 4. Provide a breakdown of costs and operating expenses as indicated on the Proposer’s Response Form. 5. If the facility needs remodeling, include a proposed timeline for improvements from the fully executed lease date to tenant occupancy. 6. A list of the areas, systems, or critical characteristics that will be modified by the Proposer if the facility fails to meet the required specifications. 7. A completed conflict of interest disclosure form. 4. OTHER CONSIDERATIONS A. Procuring and Contracting Agency Waterloo Fiber will be the tenant of record and the Waterloo Telecommunications Utility Board of Trustees will authorize the final selection made for this space. All negotiations relative to this lease will only be conducted by the Selection Committee. B. Reservation of Rights Waterloo Fiber reserves the right, in its sole and absolute discretion, and as it may deem necessary, appropriate, or beneficial to Waterloo Fiber with respect to the RFP, to: A. Cancel, withdraw, or modify the RFP. B. Modify or issue clarifications to the RFP prior to the submission deadline. C. Request submission of additional information from some or all Proposers following the initial submission. D. Waive any irregularity or defect in any Proposal submission. E. Reject any Proposals it deems incomplete or unresponsive to the RFP requirements. F. Reject all Proposals that are submitted. G. Reissue the original RFP, issue a modified RFP, or issue a new RFP, whether any Proposals have been received in response to the initial RFP. 7 C. Conflict of Interest All Proposers must complete a conflict-of-interest disclosure form included in the RFP submittal form. D. Right of Refusal Waterloo Fiber reserves the right to reject any or all Proposals, to accept or reject any or all items in a Proposal, to waive any informality in the Proposals received, and to award the contract in whole or in part if it is deemed in the best interest of Waterloo Fiber. Waterloo Fiber reserves the right to negotiate with any Proposer after all Proposals are reviewed if such an action is deemed to be in the best interest of Waterloo Fiber. E. Costs The Proposer is responsible for all costs incurred by itself or its designee in responding to this RFP. F. Selection Non-Binding The Selection Committee’s selection of a Proposer indicates only its intent to negotiate with the selected Proposer. The selection does not constitute a commitment by Waterloo Fiber to execute a final agreement or lease with that Proposer. Proposers therefore agree and acknowledge that they are barred from claiming to have detrimentally relied on any action by Waterloo Fiber, its Selection Committee, representative, or employees’ actions for any costs or liabilities incurred because of responding to this RFP. G. Communications with Media, Government Agencies, and Community Proposers shall not initiate, pursue, or engage in any discussions or communications with the media, government agencies, and/or the community without first coordinating with and receiving the approval of Waterloo Fiber. H. Iowa Open Records Law All information in the Proposer’s Proposal is subject to the provisions of the Iowa Open Records Law. All prices, terms and other information in the Proposal and the lease agreement are public information. I. Design Services Waterloo Fiber prefers a site that is move-in ready, however, it will consider proposals for a site that requires renovation. In such case, the Proposer may submit renderings for renovations that meet the facility required specifications and facility desired 8 specifications. Such renderings shall be produced at the sole cost of the Proposer. Following submission of the Proposal, Waterloo Fiber reserves the right to negotiate the design at the cost of the Proposer. Construction on any renovations submitted un der this RFP shall be completed no later than June 1, 2025, or at a future date mutually agreed upon by both parties. The Proposer will provide the architectural and/or space design services required as the project is implemented. These services will include preliminary schematics, plans and documents based on the facility plan, consistent with Waterloo Fiber’s square footage requirements. The Proposer will provide Waterloo Fiber with both paper and electronic copies of the final contract and record documents, including construction specifications and plans approved by Waterloo Fiber. the final space plan shall be provided to Waterloo Fiber in AutoCAD format. Construction will not proceed until final construction documents are approved by Waterloo Fiber. Waterloo Fiber representatives will collaborate with the selected Proposer to finalize drawings and specifications. Following completion of the project, Proposer will provide Waterloo Fiber with costs of materials, labor and services in connection with the completion of the project for costs not included in the rental rate which details may include the name of the supplier/provider, volume/number, type, cost (unit and aggregate), and any other details that Waterloo Fiber requires to meet documentation requirements related to the expenditure of municipal utility funds. 5. PROPOSAL SPECIFICATIONS A. Required Specifications Proposals must be a facility within the city limits of the City of Waterloo and meet all specifications listed in this section to be considered responsive to the RFP and move through the review process. 1. Facility Space: The facility must be a minimum of 6,000 square feet and include the following: a. Not less than six individual private offices. b. Shared office space for 18 people, or 3 individual offices that are each capable of comfortably holding desk space for 6 people. c. A 200 square foot designated reception area with room for two employees and a customer service counter. d. Space for a kitchenette. 9 e. One set of men’s and women’s restrooms or two unisex restrooms. Each restroom must have one handicap accessible stall. f. One conference room. g. One additional conference room to be used as a classroom that can comfortably seat 30 people. h. A room to hold office supplies and office equipment, including a copier, mail machine, and folding machine. i. One room to use for equipment storage and inventory. j. One server network room. 2. Accessibility: All areas of the Premises, the applicable common areas, entrances, exits, and parking lots serving the Premises shall meet all requirements of handicapped accessibility, health, and safety standards in compliance with and in accordance with the City of Waterloo Code of Ordinances and Americans with Disabilities Act. 3. Alarm Systems and Door Lock Systems: Lessor will provide digital alarm systems for intrusion, fire, smoke, and carbon monoxide detection. Lessor will provide Key Fob Deadbolt Lock system for entry to the facility, equipment storage and inventory room, and the server network room. If the Lessor is not able to provide such security and alarm system measures, Lessor shall agree to allow Tenant to install such systems as a deduction to the lease rate. 4. Parking: Provides off-street parking for 50 vehicles and 1 trailer to be located proximate to the main entrance or side employee entrance. All parking areas should be lit at night for safety. Lessor agrees to designate six parking spaces for Waterloo Fiber vehicles at a location identified by Tenant. Signage and demarcation of handicapped designated parking stalls are the responsibility of the Lessor. 5. Maintenance Services Lessor agrees to provide property maintenance services, including mowing, snow removal, common area rug laundering, and janitorial services. If the Lessor is not able to provide such services, Lessor shall agree to allow Tenant to contract such services as a deduction to the lease rate. 6. Fiber Connection Accessibility to 1 Gbps fiber internet and allow Waterloo Fiber to install its services when it becomes available. 10 7. Location Attributes: The site should have ready access to major transportation routes in the area. Alternative modes of transportation such as walking , biking, and shared mobility devices will be considered along with access to public transportation, such as MET Transit. B. Required Specifications – Lease Terms and Conditions 1. Lease Rate: The lease rate shall be quoted as a triple net rental rate based upon a five-year initial lease term with a year-to-year renewal option. The lease rate must be quoted with all components broken out separately on a rentable square foot basis. The proposed rental rate must include a net facility rate, improvement deductions, and all operating expenses, including but not limited to facility maintenance, common area maintenance (CAM), insurance, HVAC operations costs, snow plowing, landscaping, trash removal, natural gas, electricity, water and sewer, real estate and other taxes, and janitorial services. Utilities , insurance, and real estate taxes will be subject to an annual reconciliation. 2. Access Prior to Occupancy: Waterloo Fiber is responsible for providing and installing office furniture unless the facility comes fully furnished. Waterloo Fiber staff and vendors shall have access to the facility during the remodeling period. Exact timing will be determined by the parties after the construction schedule is finalized. Waterloo Fiber’s vendors shall not interfere with the contractor or cause an unreasonable delay to the Lessor's construction schedule. 3. Occupancy Date: Provide timeline for completion of remodeling and Waterloo Fiber occupancy. C. Desired Specifications The following section details specifications that are not required for the Proposal to be valid. Proposals meeting specifications in this section shall receive higher consideration and preference over other Proposals by the Selection Committee. 1. Facility Size: Waterloo Fiber prefers a facility with 7,000 square feet or more to allow for adequate growth through the start-up phase of the utility. 2. Proximity to other city facilities: A facility located in the downtown area will improve efficiency when traveling to meetings as Waterloo Fiber staff frequently hold meetings at city hall. 3. High Traffic Area and Signage: Facilities located in areas with high vehicular traffic and/or pedestrian foot traffic will receive higher consideration. Additional consideration will be given to facilities with space available for a highly visible Waterloo Fiber sign. 4. Location Attributes: Waterloo Fiber prefers a location that meets one or more of the following criteria: The facility is within a 30-minute walk from a MET Transit 11 bus stop, on a connected sidewalk system, within a 10-minute bike ride to a bike trail, in the City of Waterloo Electric Scooter ride area or is in or near the Central Business District. 5. Move-in ready: Waterloo Fiber is growing quickly through the start-up phase and needs adequate space to fit the needs of the utility. Facilities that do not require remodeling to fit the required specifications or facilities that do not need remodeling to meet the required and some or all the desired specifications will receive higher consideration. 6. Additional Restrooms: For the convenience of our customers and for security purposes, Waterloo Fiber prefers to have a dedicated public restroom in or near the reception area. Such restrooms must be ADA-compliant. 7. Employee Entrance: Much of the day-to-day work of Waterloo Fiber occurs in the field. Waterloo Fiber prefers a facility with a secure entrance away from the customer service area, preferably in the back of the facility and without carpet, for employees to enter. 8. Indoor Parking: Waterloo Fiber will have up to ten utility-owned vehicles and prefers to have those vehicles stored out of the elements to optimize the use of the vehicle. If the Proposer has space to construct indoor parking for Waterloo Fiber vehicles on the premise, renderings for a parking facility may be included with the Proposal. Such renderings shall be produced at the sole cost of the Proposer. Following submission of the Proposal, Waterloo Fiber reserves the right to negotiate the design at the cost of the proposer. Construction of a parking facility submitted under this RFP shall be completed no later than June 1, 2025, or at a future date mutually agreed on by both parties . 9. Miscellaneous Storage: One or more rooms or closets with a door to use as storage for various supplies or equipment. 10. Locker Room and Shower: Waterloo Fiber employees are out in the field daily. Waterloo Fiber prefers a facility that has one shower and 6 lockers in separated rooms for men and women. 12 6. CONFLICT OF INTEREST FORM CONFLICT OF INTEREST DISCLOSURE FORM SECTION 1. DEFINITIONS Compensation: Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. Interested Person: Any director, principal officer, or member of a company who has a direct or indirect financial interest, as defined below, is an interested person. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which Waterloo Fiber has a transaction or arrangement, or b. A compensation arrangement with Waterloo Fiber or with any individual with which Waterloo Fiber has a transaction or arrangement, or c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Waterloo Fiber is negotiating a transaction or arrangement. SECTION 2. CONFLICT OF INTEREST DISCLOSURE COVER PAGE Identify the individual completing the form: Name: ____________________________________ Date: _____________________ Company: _________________________________ Position: ___________________ Using the space below, identify all owners and percentage of ownership, directors, officers, agents, managing members of the proposer. Attach additional pages of identified individuals if necessary. Each identified individual shall complete and sign Section 3 of the form, certifying whether they or their spouse have an actual or apparent conflict of interest related to entering a lease with Waterloo Fiber. Name: ____________________________________ % Owner: _________________ Company: _________________________________ Position: ___________________ Name: ____________________________________ % Owner: _________________ 13 Company: _________________________________ Position: ___________________ Name: ____________________________________ % Owner: _________________ Company: _________________________________ Position: ___________________ Name: ____________________________________ % Owner: _________________ Company: _________________________________ Position: ___________________ Name: ____________________________________ % Owner: _________________ Company: _________________________________ Position: ___________________ Name: ____________________________________ % Owner: _________________ Company: _________________________________ Position: ___________________ Name: ____________________________________ % Owner: _________________ Company: _________________________________ Position: ___________________ Name: ____________________________________ % Owner: _________________ Company: _________________________________ Position: ___________________ Name: ____________________________________ % Owner: _________________ Company: _________________________________ Position: ___________________ Name: ____________________________________ % Owner: _________________ Company: _________________________________ Position: ___________________ 14 SECTION 3. INDIVIDUAL CONFLICT OF INTEREST DISCLOSURE FORM Each individual identified in Section 2 shall complete the information listed below. Add additional pages if needed. Name: ____________________________________ % Owner: _________________ Company: _________________________________ Position: ___________________ Select one: ____ I certify that I or my spouse do not have an actual or apparent conflict of interest related to entering a lease with Waterloo Fiber. ____ I certify that I or my spouse DO have an actual or apparent conflict of interest related to entering a lease with Waterloo Fiber. Identify the conflict(s) and the nature of the conflict(s): ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ Signature: _________________________________ Date: _____________________ 15 7. PROPOSER’S RESPONSE FORM Proposed facility Address: ________________________________________________ FACILITY RENTAL PROPOSAL Instructions: All lines must be completed. Place “N/A” for any that are not applicable. I. SQUARE FOOTAGE: A. Total useable square feet (does not include common area) _____________ B. Total rentable square feet (includes common area) _____________ 2. RENTAL RATE CALCULATION: A. Net facility Rental Rate (NNN rental rate) $________ Total $________/sq. ft. B. Operating Expenses (sum of 1-5 below) $________ Total $________/sq. ft. 1) Real Estate Taxes $________ Total $________/sq. ft. 2) Insurance $________ Total $________/sq. ft. 3) Maintenance (Common area maintenance, facility maintenance or janitorial services, provide separate breakout of components as an exhibit) $________ Total $________/sq. ft. 4) Premises’ Utilities Costs (heat, air-conditioning, electrical, etc.) $________ Total $________/sq. ft. 5) All Other Operating Expenses (e.g., repairs, property maintenance, etc., provide separate breakout of components as an exhibit) $________/sq. ft. 16 6) Tenant Improvement Deductions (provide separate breakout of components as an exhibit) $________ Total $________/sq. ft. C. Required Specifications – Select each that apply to the facility based on Section 5.A.1-7 of the RFP. ____ Facility Space ____ Accessibility ____ Alarm Systems and Door Lock Systems ____ Parking ____ Maintenance Services ____ Fiber Connection ____ Location Attributes D. Proposed Tenant Access Date if Remodeling Required ______ ___, 20___ E. Proposed Tenant Occupancy Date ______ ___, 20___ 4. SUBMITTED BY: Proposer’s Contact Information: Company Name: ________________________________________________________ Contact Name: ____________________________________ Title: ________________ Address: _________________________________ Telephone: _________________ Email Address: _________________________________________________________ ________________________________________________ _______________ Signature Date Proposer’s Agent Contact Information (if different) Company Name: ________________________________________________________ Contact Name: ________________ Title: ________________ 17 Address: _________________________________ Telephone: _________________ Email Address: ________________ _________________________________ _______________ Signature Date 18 8. BUSINESS PROPERTY LEASE FORM This form is illustrative only. Waterloo Fiber reserves the right to modify as necessary to reflect agreed terms. BUSINESS PROPERTY LEASE This Business Property Lease (the “Lease”) is made and entered into as of ____________, 2024, by and between ______________ (“Landlord”) and Waterloo Municipal Telecommunications Utility, d/b/a Waterloo Fiber (the “Tenant”). 1. PREMISES AND TERM. (a) The Landlord, in consideration of the rents herein reserved and of the agreements and conditions herein contained, on the part of the Tenant to be kept and performed, leases unto the Tenant, and Tenant hereby rents and leases from Landlord, according to the terms and provisions herein, the following described real estate in Black Hawk County, Iowa, to wit: The property located at _____________________________________________________________________; with the improvements thereon and all rights, easements, and appurtenances thereto belonging, for a term of five (5) years, commencing on ____________ (the “Start Date”) and continuing until and including _______________, upon the condition that the Tenant pays rent therefor, and otherwise performs as provided in this Lease. (b) RENEWAL. This Lease shall automatically renew for one or more additional terms of one (1) year each unless Tenant delivers to Landlord a written notice of non-renewal at least ninety (90) days before expiration of the current term. The renewal shall be on the same terms and conditions as the original term, except that the Base Rent shall increase ___________. 2. RENTAL. (a) BASE RENT. Tenant agrees to pay to Landlord as base rental (the “Base Rent”) the sum of $ per month. All payments are due monthly, in advance, beginning on the Start Date and continuing thereafter on or before the first day of each month for the remainder of the Lease term. (b) SECURITY DEPOSIT. No security deposit from Tenant is due or payable. (c) TRIPLE NET CHARGES. See Section 8 below. (d) OTHER. Tenant is also responsible to pay other costs, charges and expenses as set forth elsewhere in this Lease. All sums payable to Landlord under this Lease shall be paid at the address of Landlord as designated in Section 22 or at such other place as the Landlord may, from time to time, designate in writing. Delinquent 19 payments shall draw interest at 6% per annum, compounded monthly, from the due date, until paid. Landlord may, in its sole discretion, apply payments received to interest, late charges, NSF fees, Base Rent, triple nets, or any other sums due under this Lease or any other agreement between Landlord and Tenant, in any order. 3. POSSESSION. Tenant shall be entitled to possession on the first day of the Lease term and shall yield possession to the Landlord at the time and date of the close of this Lease term, except as otherwise expressly provided herein. If Landlord is unable to give possession on said date, Tenant’s only damages shall be a rebating of the pro rata rental. 4. USE OF PREMISES. Tenant agrees during the term of this Lease to use and to occupy the leased premises only for activities and purposes consistent with and incidental to general office uses, including office, storage and vehicle parking, or such other lawful use to which Landlord may give its prior written consent. Landlord has not reviewed zoning or other applicable legal requirements or limitations imposed by any local, state, or federal governmental authority that may affect Tenant’s use of the premises, and Landlord makes no representation or warranty that the premises is suitable for Tenant’s intended use. Tenant shall conduct its own review of applicable law and shall be solely responsible for meeting all legal requirements, including but not limited to building permits, licensure, or governmental approval. 5. QUIET ENJOYMENT. Landlord covenants that its estate in said premises is fee simple and that the Tenant, on paying rent and performing all the agreements to be performed by the Tenant as provided in this Lease, shall and may peaceably have, hold and enjoy the demised premises for the term of this Lease free from molestation, eviction or disturbance by the Landlord or any other persons or legal entity whatsoever, except as otherwise provided in this Lease. Landlord shall have the right to mortgage all of its right, title, and interest in said premises at any time without notice, subject to this Lease. 6. CARE AND MAINTENANCE OF PREMISES. Each party shall perform its responsibilities of repair and maintenance to the end that the premises will be kept in a safe and serviceable condition. (a) Tenant takes said premises in their present condition, AS IS, except for such repairs and alterations as may be expressly provided herein. (b) LANDLORD’S DUTY OF CARE AND MAINTENANCE. Landlord will replace and repair the structural parts of the building, which for purposes of this Lease shall mean the foundation, exterior walls, load bearing components of interior floors and walls (but not the surface of wood floors or other coverings for floors or walls), the roof, parking lot, and all sewers, pipes, wiring, and electrical fixtures outside of the structure that are not adapted solely for Tenant’s use. 20 (c) TENANT’S DUTY OF CARE AND MAINTENANCE. Tenant shall, after taking possession of the premises and until the termination of this Lease and the actual removal from the premises, at its own expense, care for and maintain said premises, except the structural parts of the building and except exterior and interior parts of the premises under rental to other tenants (if any), in a reasonably safe and serviceable condition consistent with its own needs and pursuant to applicable law, ordinance or regulation. Tenant will not permit or allow said premises to be damaged or depreciated in value by any act or negligence of the Tenant, its agents, or employees. Without limiting the generality of the foregoing provisions, Tenant shall make necessary repairs to sewer, plumbing, water pipes and electrical wiring that serves the leased premises. Tenant shall keep faucets closed so as to prevent waste or water and flooding of the premises, to promptly take care of any leakage or stoppage in any of the water, gas or sewer pipes, and to maintain adequate heat to prevent freezing of pipes. Tenant at its own expense may install floor covering and will maintain such floor covering in good condition. Tenant will be responsible for the plate glass in the windows and doors of the leased premises and the framework of said windows and doors. Repair or replacement of plate glass shall be with similar quality materials. Tenant shall make no structural alterations or improvements without the Landlord’s prior written approval of the plans and specifications therefor. Tenant shall not undertake, or authorize any other person or company to perform, any work in the premises that is the subject of any state or local licensing requirement, including but not limited to plumbing, electrical, or mechanical work, unless Tenant or such other person or company is duly licensed to perform such work and Tenant otherwise provides satisfactory proof that such work will be done in full compliance with applicable codes and standards. Landlord shall have the right to approve any contractors hired by Tenant to maintain or repair the premises and to approve any work done by such contractors, which right shall not be unreasonably exercised. (d) Tenant will make no unlawful use of said premises and agrees to comply with all valid regulations of the Board of Health, municipal ordinances, the laws of the State of Iowa and the federal government, but this provision shall not be construed as creating any duty by Tenant to members of the public. Tenant will not allow trash, litter or debris of any kind to accumulate on or about said premises (except trash that has been properly placed into a trash container provided by Landlord, and it will remove same from the premises and abutting hallways, staircases, and common areas on a daily basis at its own expense. The provisions of this paragraph shall not be construed as creating any duty by Tenant to members of the public, but only as a duty by Tenant to and for the sole benefit of Landlord. (e) Tenant shall have responsibility for and perform, at its own expense, all acts necessary for compliance with the Americans with Disabilities Act. 21 7. FACILITY SERVICES. (a) UTILITIES AND SERVICES. Tenant is solely responsible to pay, before delinquency, all charges for usage of electricity, power, air conditioning, gas, heat, water, sewer, telephone, internet and any other utilities or services that may be used on the premises and are billed separately to Tenant. Charges for utilities and services to portions of the leased premises that are not separately metered shall be determined by Landlord on a per-square-foot basis and shall be included among Tenant’s triple net charges as set forth in paragraph 8 below. (b) AIR CONDITIONING AND HEATING equipment shall be furnished and replaced at the expense of Landlord and repaired and maintained at the expense of Landlord. (c) JANITOR SERVICE, including window cleaning, shall be furnished at the expense of Tenant. 8. TRIPLE NET CHARGES. In addition to the Base Rent, Tenant shall pay its pro- rata share of all operating expenses of the premises, including but not limited to general real property taxes, special assessments, utilities (e.g., electric, gas, and water) that are not separately metered to specific building tenants, casualty and liability insurance, common area cleaning (if any), building maintenance, trash disposal, snow removal that is not the duty of Tenant, parking area care, and groundskeeping. Tenant shall initially pay triple net charges at a rate of $_______ per month, concurrently with each payment of Base Rent. At the beginning of each calendar year, triple net charges for the year will be estimated based on the actual charges for the year just ended, increased by three percent (3%). Within forty-five (45) days after the end of each calendar year and after the end of the Lease term, a one-time adjustment may be made to reconcile actual triple net charges with triple net charges paid in the preceding year or portion of the final year. Tenant shall pay the adjustment within thirty (30) days of billing, and if a credit is owed to Tenant then Landlord shall remit payment of same to Tenant within the same period. 9. END OF TERM. (a) This Lease shall terminate upon expiration of the original term or any renewal term. (b) SURRENDER OF PREMISES. Tenant agrees that upon the termination of this Lease it will surrender, yield up and deliver the leased premises in good and clean condition, except the effects of ordinary wear and tear and depreciation arising from lapse of time, or damage not covered by insurance. (c) REMOVAL OF PROPERTY. At the expiration of the term of this Lease, Tenant may remove any equipment and trade fixtures which Tenant has paid for and installed in the leased premises, provided that (i) Tenant repairs any and all damages caused by removal, and (ii) Tenant has fully satisfied all obligations of payment to Landlord under this Lease and is not otherwise in default under this Agreem ent. For purposes of this Lease, sinks, toilets, and other plumbing fixtures do not constitute trade fixtures. Any and all fixtures that are not trade fixtures and any and all leasehold improvements made by Tenant shall remain on the premises as the property of 22 Landlord. Any equipment that was installed by Tenant that replaced pre -existing equipment will become the property of Landlord. (d) HOLDING OVER. Continued possession by Tenant beyond the expiration date of the term of this Lease or any renewal term, absent a new lease or a written agreement by both parties for an extension of this Lease, shall constitute a month -to- month extension of this Lease. 10. ASSIGNMENT AND SUBLETTING. Tenant may not assign this Lease or sublet the premises or any part thereof without the Landlord’s prior written permission. Landlord’s interest in this Lease shall be automatically assigned to any person or entity that may, in connection with a sale of the premises, succeed to Landlord’s ownership interest in the premises. 11. PROPERTY TAXES. Landlord shall pay all real estate taxes and special assessments with respect to the premises, provided, however, that Tenant shall pay its pro rata share of same pursuant to paragraph 8 above. Tenant shall timely pay all taxes, assessments, or other public charges levied or assessed by lawful authority against its personal property on the premises during the term of this Lease. Each party reserves the right to protest any assessment of taxes. 12. INSURANCE. (a) Landlord and Tenant will each keep its respective property interests in the premises and its liability in regard thereto, and the personal property on the premises, reasonably insured against losses included in the special form causes of loss (formerly known as all risk coverage); and Tenant will procure and deliver to Landlord upon request a certificate from its insurance company to that effect. Such insurance shall be made payable to the parties hereto as their interests may appear, except that Tenant’s share of such insurance proceeds are hereby assigned and made payable to the Landlord to secure rent or other obligations then due and owing by Tenant to Landlord. To the extent permitted by its policy, Tenant waives all rights of recovery of insurance payments against Landlord. (b) Tenant shall at its own expense procure and maintain combined single limit liability, bodily injury, and property damage insurance in the amount of not less than $1,000,000. Such insurance shall cover liability arising from premises operations, independent contractors, personal injury, products, and completed operations and liability assumed under an insured contract, including but not limited to the activities of Tenant, its employees, and agents. Certificates or copies of said policies, naming the Landlord as an additional insured, and providing for thirty (30) days’ advance notice to the Landlord before cancellation, shall be delivered to the Landlord no later than the date that Tenant begins to occupy the leased premises. A renewal certificate sh all be provided to Landlord prior to expiration of any policy. (c) Tenant will not do or omit the doing of any act which would vitiate any insurance or increase the insurance rates in force upon the real estate improvements on 23 the premises or upon any personal property of the Tenant upon which the Landlord by law or by the terms of this Lease, has or shall have a lien. (d) Tenant further agrees to comply with recommendations of the Insurance Services Office and to be liable for and to promptly pay, as if current rental, any increase in insurance rates on said premises and on the building of which said premises are a part, due to increased risks or hazards resulting from Tenant’s use of the premises otherwise than as herein contemplated and agreed. 13. FIRE AND CASUALTY. (a) PARTIAL DESTRUCTION OF PREMISES. In the event of a partial destruction or damage of the leased premises which causes a business interference by preventing the conduct of a normal business operation, and which damage is reasonably repairable within sixty (60) days after its occurrence, this Lease shall not terminate but the rent for the leased premises shall abate during the time of such business interference. In the event of partial destruction, Landlord shall repair such damages within sixty (60) days of its occurrence unless prevented from so doing by acts of God, the elements, the public enemy, strikes, riots, insurrection, government regulations, municipal ordinances, labor, material or transportation shortages, or other causes beyond Landlord’s reasonable control. (b) ZONING. If the zoning ordinance of the municipality in which this property is located makes it impossible for Landlord, using diligent and timely effort, to obtain necessary permits and to repair and/or rebuild so that Tenant is able to conduct its business on these premises, then such partial destruction shall be treated as a total destruction as in the next paragraph provided. (c) TOTAL DESTRUCTION OF BUSINESS USE. In the event of a destruction or damage of the leased premises, including the parking area (if a parking area is a part of the subject matter of this Lease), so that Tenant is not able to conduct its business on the premises, and which damages cannot be repaired within sixty (60) days, this Lease may be terminated at the option of either the Landlord or Tenant. Such termination in such event shall be effected by written notice of one party to the other, within twenty (20) days after such destruction. Tenant shall surrender possession within ten (10) days after such notice issues and, each party shall be released from all future obligations hereunder, Tenant paying rental and triple net charges (if any) pro rata only to the date of such destruction. In the event of such termination of this Lease, Landlord at its option may rebuild or not, according to its own wishes and needs. 14. CONDEMNATION. (a) DISPOSITION OF AWARDS. Should the whole or any part of the premises be condemned or taken by a competent authority for any public or quasi-public use or purpose, each party shall be entitled to retain, as its own property, any award payable to it. Or in the event that a single entire award is made on account of the condemnation, each party will then be entitled to take such proportion of said award as may be fair and reasonable. 24 (b) DATE OF LEASE TERMINATION. If the whole of the demised premises shall be so condemned or taken, the Landlord shall not be liable to the Tenant except and as its rights are preserved as in paragraph 15(a) above. 15. TERMINATION OF LEASE; DEFAULTS OF TENANT; OTHER REMEDIES. (a) Other than termination upon expiration as set forth in paragraph 9(a) above, this Lease shall be subject to early termination as provided in this Section 15. (b) TERMINATION UPON NOTICE OF DEFAULT. Tenant shall be in default of this Lease if (i) Tenant fails to make any payment of rental herein when such payment becomes due, (ii) Tenant breaches any other term or provision of this Lease, or (iii) Tenant abandons the premises by failure to engage in its usual and customary business activities on the premises for more than fifteen (15) consecutive business days. Upon occurrence of any event of default, this Lease may at the option of Landlord be canceled and forfeited, provided, however, before any such cancellation and forfeiture except as provided in 15(d) below, Landlord shall give Tenant a written notice specifying the default, or defaults, and stating that this Lease will be canceled and forfeited thirty (30) days after the giving of such notice, unless such default, or defaults, are remedied within such grace period. (c) BANKRUPTCY OR INSOLVENCY OF TENANT. In the event Tenant is adjudicated a bankrupt or in the event of a judicial sale or other transfer of Tenant’s leasehold interest by reason by any bankruptcy or insolvency proceedings or by other operation of law, but not by death, and such bankruptcy, judicial sale, or transfer has not been vacated or set aside within thirty (30) days from the giving of notice thereof by Landlord to Tenant, then and in any such events Landlord may, at its option, immediately terminate this Lease and, upon giving of ten (10) days’ written notice by Landlord to Tenant, re-enter said premises, all to the extent permitted by applicable law. (d) OTHER REMEDIES. In addition to any remedies set forth in this Section 15 or otherwise available under applicable law, in the event of a default Landlord may exercise any one or more of the following remedies: (i) declare due, sue for, and receive from Tenant the sum of all payments and other amounts then due and owing under this Lease, plus the accelerated balance of future payments for the current term; (ii) terminate this Lease; (iii) collect from Tenant all other amounts due and owing under this Lease; (iv) charge interest on all sums due hereunder from and after the date of default at the rate of 6% per annum, compounded monthly, until paid in full, but in no event more than the maximum rate permitted by law. In addition, Landlord may use any other remedies available to it under applicable law. (e) LIMITATION ON DAMAGES. In no event will either party be liable to the other party under or in relation to this Lease for consequential, indirect, incidental, special or punitive damages, or for lost profits or revenues or diminution in value, regardless of whether such damages were foreseeable, whether or not the other party was advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. 25 (f) Waiver as to any default shall not constitute a waiver of any other or subsequent default, and no delay in exercising any right or remedy shall operate as a waiver of any right or remedy or modify the terms of this Lease. Remedies will be applied cumulatively, to the extent allowed by law. Tenant agrees to pay Landlord all costs and expenses, including attorneys’ fees, incurred by Landlord in exercising or attempting to exercise any of its rights or remedies or in defending against the claims of Tenant. If appropriate in the circumstances, remedies will include those available under UCC Article 9. As an additional optional procedure or as an alternative to the foregoing (and neither being exclusive of the other), Landlord may proceed as provided in S ection 21 below. (g) The parties agree to the exclusive jurisdiction and venue of the Iowa District Court for Black Hawk County and HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL in any action to construe, interpret, or enforce this Lease or to enforce or defend with respect to any claim, counterclaim, cause of action, or any matter arising from or in any way related hereto. (h) Acceptance of keys, advertising, and re-renting by the Landlord upon the Tenant’s default shall be construed only as an effort to mitigate damages by the Landlord, and not as an agreement to terminate this Lease. 16. RIGHT OF EITHER PARTY TO MAKE GOOD ANY DEFAULT OF THE OTHER. If default shall be made by either party in the performance of, or compliance with, any of the terms, covenants, or conditions of this Lease, and such default shall have continued for thirty (30) days after written notice thereof from one party to the other, the person aggrieved, in addition to all other remedies now or hereafter provided by law, may, but need not, perform such term, covenant, or condition, or make good such default, and any amount advanced shall be repaid forthwith on demand, together with interest at the rate of 6% per annum, compounded monthly, from the date of advance. 17. SIGNS. (a) Tenant shall have the right and privilege, at its sole expense, of attaching, affixing, painting, or exhibiting professionally designed, manufactured, and installed signs on the leased premises, provided only (1) that any and all signs shall comply with the ordinances of the municipality in which the property is located and with the laws of the State of Iowa; (2) such signs shall not change the structure of the building; (3) such signs if and when taken down shall not damage the building; an d (4) such signs shall be subject to the prior written approval of the Landlord, which shall not be unreasonably withheld or delayed. (b) Landlord shall have the right to maintain in the windows or on the building or on the premises either or both a “For Rent” or “For Sale” sign and Tenant will permit, at such time, prospective tenants, or buyers to enter and examine the premises. 18. MECHANIC’S LIENS. Neither the Tenant nor anyone claiming by, through, or under the Tenant, shall have the right to file or place any mechanic’s lien or other lien of any kind or character whatsoever upon said premises or upon any building or 26 improvement thereon, or upon the leasehold interest of the Tenant therein, and notice is hereby given that no contractor, subcontractor, or anyone else who may furnish any material, service, or labor for any building, improvements, alteration, repairs or any part thereof, shall at any time be or become entitled to any lien thereon, and for the further security of the Landlord, the Tenant covenants and agrees to give actual notice thereof in advance to any and all contractors and subcontractors who may furnish or agree to furnish any such material, service, or labor. 19. LANDLORD’S LIEN AND SECURITY INTEREST. Said Landlord shall have, in addition to the lien given by law, a security interest as provided by the Uniform Commercial Code as codified in the State of Iowa upon all tangible personal property, including but not limited to all furniture, fixtures, equ ipment, and inventory, and all substitutions, replacements, accessories, and accessions thereto and thereof, kept and used on the leased premises by Tenant, whether or not any of the foregoing are the subject of separate financing arrangements between Landlord and Tenant. Tenant also grants to Landlord a security interest in the name chosen by Tenant for its business establishment and all related trade names, trademarks, and service marks, whether same are the subject to any federal or state registration of any kind. Tenant agrees to cooperate in good faith to enable Landlord to perfect any security interest granted hereunder and to establish a priority position as against any other person claiming a consensual or non-consensual lien in the property of Tenant. Landlord may proceed at law or in equity with any remedy provided by law or by this Lease for the recovery of rent or for termination of this Lease because of Tenant’s default in its perform ance. 20. SUBSTITUTION OF EQUIPMENT, MERCHANDISE, ETC. The Tenant shall have the right to sell or otherwise dispose of any of its personal property situated on the leased premises, when in the judgment of the Tenant it shall have become obsolete, outworn, or unnecessary in connection with the operation of Te nant’s business on the leased premises; provided, however, that the Tenant shall, in such instance and at its own expense, substitute for such items of personal property so sold or otherwise disposed of, a new or other item in substitution thereof, in like or greater value (unless no substituted article or item is necessary). 21. RIGHTS CUMULATIVE. The various rights, powers, options, elections, and remedies of either party as provided in this Lease shall be construed as cumulative and no one of them as exclusive of the others or exclusive of any rights, remedies, or priorities allowed either party by law, and shall in no way affect or impair the right of either party to pursue any other equitable or legal remedy to which either party may be entitled as long as any default remains in any way unremedied, unsatisfied, or undischarged. 22. NOTICES. Any notice required or permitted under this Lease shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows: 27 If to Landlord, to: If to Tenant, to: Waterloo Fiber Attn: General Manager 715 Mulberry Street Waterloo, IA 50703 Either party shall have the right from time to time to change its address for notice purposes by delivering written notice thereof pursuant to this section. 23. BINDING EFFECT. Each and every covenant and agreement herein contained shall extend to and be binding upon the respective heirs, personal representatives, successors, and assigns of the parties hereto; except that if any part of this Lease is held in joint tenancy, the successor in interest shall be the surviving joint tenant. 24. CHANGES TO BE IN WRITING. None of the covenants, provisions, terms, or conditions of this Lease to be kept or performed by Landlord or Tenant shall be in any manner modified, waived, or abandoned, except by a written instrument duly signed by the parties and delivered to the Landlord and Tenant. This Lease contains the entire agreement of the parties and supersedes any and all discussions, negotiations, understandings, or agreements pertaining to the subject matter hereof. 25. CONSTRUCTION. Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, and as masculine, feminine, or neuter, according to the context. 26. OTHER. The parties agree to the following additional terms: IN WITNESS WHEREOF, the parties hereto have executed this Business Property Lease by their duly authorized representatives as of the date first written above. FOR LANDLORD _________________________________ Business Name _________________________________ Printed Name and Title _________________________________ _______________ Signature Date 28 FOR TENANT - Waterloo Municipal Telecommunications Utility d/b/a Waterloo Fiber By: _________________________________ Date: _________________ Andrew Van Fleet, Board Chair By: _________________________________ Date: _________________ Kelley Felchle, Board Secretary 29 APPENDIX Central Business District – Downtown Waterloo Waterloo Fiber Phase 1 Construction Zone 30 Waterloo Shared Mobility Device Ride Zone Metropolitan Transit Authority Contact Information Address: 1515 Black Hawk Street, Waterloo, IA 50702 Email: admin@mettransit.org Website: http://www.mettransit.org/ Phone: 319-234-5714