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HomeMy WebLinkAboutCouncil Packet - 4/1/2024CITY OF &J�64TERLOO IOWA THE CITY COUNCIL OF WATERLOO, IOWA Regular Session TO BE HELD AT Harold E. Getty Council Chambers Monday, April 1, 2024 5:30 PM CITY OF WATERLOO COMMUNITY VISION PLAN 1. Fly the W: To develop a sense of pride and relationship between residents and the City of Waterloo, and then leverage that pride to communicate the City's attributes to external audiences. 2. Elevate Housing: Redevelop, renovate, or improve 800 residences in Waterloo in eight years by providing access to capital. 3. Celebrate and Connect Neighborhoods: To leverage Waterloo's rich tradition of neighborhoods by celebrating and connecting them with the community and region at large. 4. Waterloo Works: Grow a diverse and skilled workforce in Waterloo that connects people and employers for mutual growth. 5. Crossroads Doubledown: Re -energize the Crossroads Mall area into a sports/recreation-themed gravitational center. 6. Power Up Downtown: Keep Waterloo's core downtown evolving to meet the needs of future generations, supporting and showcasing arts and cultural opportunities and creating an experience like no other. 7. Sportstown USA: To generate excitement, develop youth, and drive investment and economic impact from year-round visitors. 8. Community of Opportunity: Eliminate barriers that keep Waterloo residents, and the community as a whole, from reaching its true potential, creating an equitable, thriving, and sustainable community for future generations. Waterloo is a Community of Opportunity, where everyone can prosper. GENERAL RULES FOR PUBLIC PARTICIPATION REGULAR SESSION AGENDA A. Iowa Code Chapter 21 gives the public the right to attend council meetings, but it does not require cities to allow public participation except during public hearings. The public Page 1 of 378 is required to follow the rules listed in this article when speaking during any meeting of the city council. B. At the presiding officer's discretion, individuals may address the presiding officer by stepping to the podium, and after recognition by the presiding officer, shall state their name, address, and group affiliation, if appropriate, and speak clearly into the microphone. C. Comments shall be germane and refrain from personal, impertinent, or slanderous remarks. D. Cell phones and electronic devices shall be set to silent prior to the start of the meeting. RULES FOR PUBLIC COMMENT SECTION OF THE AGENDA A. Individuals shall speak one (1) time on only one (1) issue for a maximum of three (3) minutes During the public comment section of the agenda. The public shall not be required to pre -register to speak during public comment. Individuals shall only speak on matters not listed on the regular agenda for that date. Any matter presented shall be directed to the presiding officer and addressed, if necessary, after the meeting. B. Council members may speak during public comment portion of the agenda after the public has finished speaking C. City staff shall not be required to provide an immediate answer to a matter presented during a council meeting unless it specifically pertains to an item on the agenda RULES FOR PUBLIC COMMENT DURING PUBLIC HEARINGS Individuals may speak during the public comment portion of a scheduled public hearing for a maximum of three (3) minutes or may submit written comments to the city clerk by four o'clock (4:00) P.M. on the day of the public hearing. Groups of citizens with similar viewpoints are encouraged to select a representative to share the viewpoint of the group. RULES FOR PUBLIC COMMENT DURING AGENDA ITEMS At the discretion of the presiding officer, individuals may speak for a maximum of three (3) minutes when the council discusses agenda items. This section does not apply to businesses or parties directly involved in agenda items. Roll Call. Prayer or Moment of Silence. Pledge of Allegiance - Kelley Felchle, City Clerk. Approval of Agenda as proposed or amended. Approval of Minutes of March 18, 2024, Regular Session, as proposed or amended. Page 2 of 378 PUBLIC COMMENTS Iowa Code Chapter 21 gives the public the right to attend council meetings but it does not require cities to allow public participation except during public hearings. The City of Waterloo encourages the public to participate during the Oral Presentations by following the rules listed on the front of the agenda. CONSENT AGENDA The consent agenda is reserved for routine resolutions and motions, acted upon by roll call vote on a single motion without discussion. Council shall either vote yea or nay when the roll is called. Council members may request that an item be removed from the consent agenda and considered separately. Such a request does not require a second. The public shall be prohibited from requesting that items listed on the consent agenda be removed and considered separately. The public may contact council members with questions regarding consent agenda items. 1-4A-16(A)(8). 1. Bills Payment, Finance Committee Invoice Summary Report, a copy of which is on file in the office of the City Clerk. 2. Resolution approving a request by Natasha Lash for tax exemptions on the construction of a new twin home unit valued at $269,900.00, for property located at 4148 Omaha Avenue, and located in the City Limits Urban Revitalization Area (CLURA). 3. Resolution setting date of public hearing as April 15, 2024, to approve the FY 2025 budget, and instruct the City Clerk to publish notice. 4. Resolution setting the date of public hearing as April 15, 2024, for the sale and conveyance of City -owned property to Gearheart Moore Holdings, LLC, in the amount of $1.00, with a Development and Minimum Assessment Agreement for renovation of the former Rath Administration Building, and instruction the City Clerk to publish notice. 5. Resolution setting date of public hearing as April 15, 2024, for the sale and conveyance of approximately 93.7 acres of city -owned property to PWM Companies, LLC, in the amount of $1.00, including a Development Agreement, with a grant schedule for reimbursement of infrastructure improvements, located east of 4342 Ansborough Avenue at the southeast corner of the Ansborough Avenue and Highway 20 Interchange, for the construction of commercial buildings, rescinding Resolution 2023-658, and instruct the City Clerk to publish notice. 6. Resolution setting date of public hearing as May 6, 2024, to approve proposed repairs, in conjunction with the FY 2025 Sidewalk Inspection and Repair Program — Zone 4, and approve a request to send out notification to property owners of proposed sidewalk repairs and estimate of costs, and instruct the City Clerk to publish notice. 7. Resolution approving preliminary plans, specifications, form of contract, etc., setting date of bid opening as April 18, 2024, and date of public hearing as May 6, 2024, in conjunction with the FY 2025 Levee Rip Rap Spraying Project, Contract No. 1104, and instruct the City Clerk to publish notice. 8. Resolution approving award of bid to Aspro, Inc., of Waterloo, Iowa, in the amount of $3,819,933.40, approving the contract, bonds, and certificate of insurance, in conjunction Page 3 of 378 with the FY 2024 Asphalt Overlay Program, Contract No. 1099, and authorizing the Mayor and City Clerk to execute said documents. 9. Resolution approving an application from the City of Waterloo, Iowa, to the Black Hawk Metropolitan Planning Organization, for a Carbon Reduction Program funding grant for the North Elk Run Road Widening project. 10. Resolution approving submission of an application to the Black Hawk County Metropolitan Area Transportation Policy Board for Surface Transportation Block Grant Program Funding Grant application, in the amount of $1,702,458.00, in conjunction with the Ridgeway Avenue and Hammond Avenue Intersection Roundabout Project. 11. Resolution approving submission of the Iowa Grade Crossing Surface Repair Fund application, along with the Iowa Northern Railway, to the Iowa Department of Transportation, in conjunction with the 11th Street Railroad Crossing Surface Repair Project, with the City being responsible for the cost of traffic control and twenty -percent of the construction cost, and authorizing the Mayor to execute said document. 12. Resolution approving a grant award with HUD, Office of Lead Hazard Control and Healthy Homes, in the amount of $1,999,991.00, in conjunction with Community Development, and authorizing the Mayor to execute said document. 13. Motion to approve Change Order No. 11 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net increase of $72,112.07, in conjunction with the FY 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. 14. Motion to approve Change Order No. 1 with Peters Construction Corporation, of Waterloo, Iowa, for a net increase of $6,038.00, in conjunction with the Waterloo Convention Center Restroom Renovation Project, and authorizing the Mayor to execute said document. 15. Motion approving the appointment of Kyle Frost from the current Civil Service List to the position of Sewer Maintenance Worker in the Waste Management Services Department, effective April 2, 2024, pending pre -employment physical and drug testing. 16. Communication from the Police Department on the notice of the conclusion of employment of Mitchell McGee, Police Officer, effective March 15, 2024, with recommendation of approval of payout of $16,982.38 for unused benefits. 17. Communication from the Waste Management Services Department on the notice of the conclusion of employment of Howard Brooks, Waste Water Operator, effective March 21, 2024, with recommendation of approval of payout of $1,827.60 for unused benefits. 18. Exception to Burning Yard Waste Application by William Beck to burn invasive grass species on a former pasture located at 1994 Newell, between August 15 and October 15, 2024. 19. Motion to receive and file Community Development minutes of March 19, 2024. 20. Liquor Licenses Page 4 of 378 a. Hometown Foods, 1010 E Mitchell Avenue, Class E Alcohol w/Sunday Sales (Renewal) Exp: 4/30/2025. b. Mughal, Inc., 735 Logan Avenue, Class E Alcohol w/Sunday Sales (Renewal) Exp: 4/23/2025. PUBLIC HEARINGS 1. 2025-2026 Complaint mowing with complaint snow removal. Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Motion to close the hearing and receive and file oral and written comments. Resolution confirming approval of specifications, bid documents, form of contract, etc., and authorizing to proceed. Motion to receive, file, and instruct the City Clerk to read the bids. Resolution approving award of bid to P&J Lawn Care of Waterloo, Iowa Option A: $1,700.00, Option B: $1,700.00 per occurrence, Option C: $65.00 per man-hour, and Option D: $145.75 per man-hour, approving the contracts, bonds, and certificates of insurance, in conjunction with the FY 20245-2026 Complaint Mowing with Complaint Snow Removal Contracts, and authorizing the Mayor and City Clerk to execute said documents. Submitted by: Marty Petersen, City Attorney RESOLUTIONS 1. Resolution approving a Professional Service Agreement with Invision of Waterloo, Iowa, in the amount of $65,000.00, in conjunction with the Public Market Renovations Project, and authorizing the Mayor to execute said document. Submitted by: Noel Anderson, Community Planning and Development Director 2. Resolution approving a Development and Minimum Assessment Agreement with River Plaza Investments, LLC, for renovation of an existing commercial building into no less than 56 residential units with a $5,000.00 infill housing incentive per unit, having a minimum assessed value of $6,730,000.00, with rebates of fifty percent for ten years, located at 10 West 4th Street, in the Downtown TIF District, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Noel Anderson, Community Planning and Development Director 3. Resolution approving a Professional Services Agreement with HR Green, in an amount not to exceed $125,500.00, to perform professional consulting services as a qualified environmental professional to assist with the management and implementation of a CERCLA Section 104(K) Cleanup Grant from the Environmental Protection Agency pertaining to environmental cleanup of former Rath buildings at 1442 Sycamore Street, and authorizing the Mayor to execute said document. Submitted by: Noel Anderson, Community Planning and Development Director 4. Resolution approving an Amendment to the Development Agreement with Waterloo Development Corporation, originally executed September 5, 2023, amending the Page 5 of 378 anticipated budget from $2,895,704.00 to $3,163,958.50 in section 6 and the grant maximum amount from $2,695,704.00 to $2,963,958.50, and authorizing Mayor and City Clerk to execute said documents. Submitted by: Noel Anderson, Community Planning and Development Director 5. Resolution approving an Amendment to the Development Agreement with FDP WTC, LLC, originally executed January 11, 2016, to change the assessed value to $8,000,000.00, forgive interest payments during the pandemic, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Noel Anderson, Community Planning and Development Director 6. Resolution approving the Real Property Charitable Donation Agreement with FDP WTC, LLC for approximately 2.25 acres within the Techworks Campus, and authorizing Mayor and City Clerk to execute said document. Submitted by: Noel Anderson, Community Planning and Development Director 7. Resolution approving the Cost -Share Grant Contract with the Iowa Department of Agriculture and Land Stewardship, for the Water Quality Initiative Program grant amount of $400,000.00, in conjunction with the FY 2023 Sunnyside Creek Improvements Wet Detention Pond and Channel Stabilization Project, Contract No. 1062, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Jamie Knutson, City Engineer 8. Resolution approving Supplemental Agreement No. 1, with AECOM, of Waterloo, Iowa, in the amount of $49,500.00, in conjunction with the FY 2024 Martin Luther King Jr. Drive Wetland A Restoration Project, Contract No. 1109, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Jamie Knutson, City Engineer 9. Resolution approving a Professional Services Agreement Amendment No. 1, with HR Green, in the amount not to exceed $84,000.00, in conjunction with the FY 2021 Shaulis Road Reconstruction - Hess Road to Hwy. 218 Project, Contract No. 1020, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Jamie Knutson, City Engineer 10. Resolution approving Supplemental Agreement No. 1 with Entrust Solutions Group (Magellan), of Denver, Colorado, in conjunction with the FY 2023 Construction of a Fiber -to - the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Jamie Knutson, City Engineer 11. Resolution approving Supplemental Agreement No. 9 to a Professional Services Agreement with Wayne Claassen Engineering and Surveying, Inc., of Waterloo, Iowa, originally executed October 10, 2016, in an amount not to exceed $9,000.00, in conjunction with the FY 2017 Hammond Avenue Bridge Replacement Over Sink Creek Project, Contract No. 922, and authorizing the Mayor and City Clerk to execute said document. Page 6 of 378 Submitted by: Jamie Knutson, City Engineer 12. Resolution approving Sourcewell Contract No. 020221-SAM with SamSara Software of San Francisco, California, in the amount of $13,572.50 for the first year, and payments thereafter of $13,432.50 annually for a 36-month term, in conjunction with fleet tracking software for the Public Works Street Department, and authorizing the Mayor to execute said document. Submitted by: Randy Bennett, Public Works Division Manager 13. Resolution Approving Distribution of Preliminary Official Statement for $5,280,000* General Obligation Capital Loan Notes, Series 2024B; $720,000* Taxable General Obligation Capital Loan Notes, Series 2024C; and $20,000,000* General Obligation Capital Loan Notes, Series 2024D (*Dollar Amounts Subject to Change). Submitted by: Bridgett Wood, Finance Director 14. Resolution accepting a Professional Services Proposal from Advanced Environmental Testing and Abatement, Inc., in the amount of $13,490.00, for asbestos removal in the northeast section of the library, and authorizing the Mayor to execute said document. Submitted by: David Eckert, Library Director 15. Resolution approving Supplemental Agreement No. 1 to a Professional Services Agreement originally executed on March 20, 2023, with AECOM Technical Services of Waterloo, Iowa, in an amount not to exceed $21,000.00, in conjunction with conceptual design and visual renderings of proposed improvements at Riverfront Stadium, and authorizing the Mayor to execute said documents. Submitted by: Paul Huting, Leisure Services Director ORDINANCES 1. An ordinance amending the payment of fees under the Rental Housing Code. Motion to receive, file, consider, and pass for the first time an ordinance amending the City of Waterloo Code of Ordinances by repealing Subsection 5A(2), Payment of Fees, of Chapter 7, Rental Housing, Title 9, Building Regulations, and amending Subsection 6A(2) of Chapter 7, Rental Housing, Title 9 Building Regulations. Motion to suspend the rules. Motion to receive, file, consider, and pass for the second and third times and adopt the ordinance. Submitted by: Kelley Felchle, City Clerk OTHER COUNCIL BUSINESS 1. Hearing and Order Assessing Civil Penalty to the Snack Shack, 4335 Texas Street, Waterloo, Iowa 50702, for sale of tobacco to minor violation -first offense. Motion to open the hearing. Motion to close the hearing. Motion to approve an order assessing civil penalty to the Snack Shack, 4335 Texas Street, Waterloo, Iowa 50702, for sale of tobacco to minor violation -first offense. Page 7 of 378 Submitted by: Marty Petersen, City Attorney ADJOURNMENT Motion to adjourn. Kelley Felchle City Clerk Page 8 of 378 March 18, 2024 The City Council of the City of Waterloo, Iowa, met in Regular Session at Harold E. Getty Council Chambers, Waterloo, Iowa, at 5:30 PM, on Monday, March 18, 2024. Roll Call. Mayor Quentin Hart in the Chair. Roll Call: Mr. Boesen, Mr. Nichols, Ms. Creighton -Smith, Mr. Chiles, Mr. Simon, Ms. Wilder and Mr. Feuss. Prayer or Moment of Silence. Pledge of Allegiance - Nia Wilder, Ward 3 Council Member. Approval of Agenda as proposed or amended. Feuss/Wilder that the agenda, as proposed or amended, be approved. Voice vote -Ayes: Seven. Motion carried. Approval of Minutes of March 4, 2024, as proposed or amended. Feuss/Wilder that the minutes of March 4, 2024, Regular Session, as proposed, be approved. Voice vote - Ayes: Seven. Motion carried. Waterloo Police Department Life Saving Award presented to Officers Jessica Brownell, Cheyenne Shaw, and Keefe Williams. PUBLIC COMMENTS The following individuals commented on various subjects. Mary Potter, Trustee, Grout Museum. Larry Stumme, 1008 Lois Lane. Michael Blackwell, 5125 Millenium Drive, Cedar Falls. Beverly Cosby, 315 Wendell Court. Mayor Hart explained that the city received a $750,000 grant from the U.S. Department of Transportation for the FY 23 Neighborhood Access and Equity (NAE) program to look at railroad relocation, safety improvements, and community development. Mr. Chiles shared that on the last Saturday of March, he will hold council office hours at Ridgeway Sidecar Coffee at noon. Mayor Hart praised council members for holding regular ward meetings and being involved in Page 1 of 12 Page 9 of 378 the community. Feuss/Wilder to close public comments. Voice vote -Ayes: Seven. Motion carried. CONSENT AGENDA Feuss/Wilder that the following items on the consent agenda be received and placed on file, including payment of bills for March 11, 2024, in the amount of $3,059,995.00, and March 18, 2024, in the amount of $2,193,762.41. Roll Call vote -Ayes: Seven. Motion carried. Bills Payment, Finance Committee Invoice Summary Report, a copy of which is on file in the office of the City Clerk. Resolution adopted and upon approval by Mayor assigned No. 2024-136. Resolution approving preliminary plans, specifications, form of contract, etc., setting date of bid opening as April 18, 2024, and date of public hearing as May 6, 2024, in conjunction with the Street Department Seal Coat Program, and instruct the City Clerk to publish notice. Resolution adopted and upon approval by Mayor assigned No. 2024-137. Resolution approving preliminary plans, specifications, bid documents, form of contract, etc., setting the date of bid opening as April 4, 2024, and date of public hearing as April 15, 2024, in conjunction with the 2024-2026 Wastewater Treatment Plant and Lagoon Mowing /Spraying Project, and instruct the City Clerk topublish notice. Resolution adopted and upon approval by Mayor assigned No. 2024-138. Resolution approving preliminary plans, specifications, form of contract, etc., setting date of bid opening as April 4, 2024, and date of public hearing as April 15, 2024, in conjunction with the 2024-2025 Residential Lots/Miscellaneous Areas Mowing and Lot Maintenance Services Contract for city -owned lots generally maintained by the Planning and Zoning Department, and instruct the City Clerk to publish notice. Resolution adopted and upon approval by Mayor assigned No. 2024-139. Resolution approving award of bid to Restoration Services of Waterloo, Iowa, in the amount of $31,970.00, approving the contract, bonds, and certificate of insurance, in conjunction with the Hangar No. 4 Tuckpointinq and Painting, IDOT FY-23 CSVI Project, and authorizing the Mayor and City Clerk to execute said documents. Resolution adopted and upon approval by Mayor assigned No. 2024-140. Resolution approving award of bid to Adams Outdoor Contracting Inc., of Waterloo, Iowa, in the amount of $79.99/acre Option A, $79.99/acre Option C, $249.99/acre Option D, and to Professional Lawn Care LLC, of Waterloo, Iowa in the amount of $82.50/acre Option B, approving the contracts, bonds, and certificates of insurance, in conjunction with the 2024-2026 Right -of -Way Mowing Contract, and authorizing the Mayor and City Clerk to execute said documents. Resolution adopted and upon approval by Mayor assigned No. 2024-141. Page 2 of 12 Page 10 of 378 Resolution approving award of bid to Mike Fereday Heating & Air Conditioning of Waterloo, Iowa, in the amount of $26,753.00, approving the contract, bonds, and certificate of insurance, in conjunction with the Hangar No. 4 HVAC Replacement, IDOT FY-23 CSVI Project, and authorizing the Mayor and City Clerk to execute said documents. Resolution adopted and upon approval by Mayor assigned No. 2024-142. Resolution approving the submission of a public service grant application from Walmart, Inc., in the amount of $5,000.00, for community outreach and education events, and authorizing the Fire Chief to execute said document. Resolution adopted and upon approval by Mayor assigned No. 2024-143. Resolution approving the Economic Development Assistance Contract between the Iowa Economic Development Authority, Dignity Apparel, LLC, and the City of Waterloo for the High - Quality Jobs Application with the Iowa Economic Development Authority, for the addition of up to fifty-five jobs associated with their new business located at 2975 Airline Circle, and authorizing the Mayor to execute said document. Resolution adopted and upon approval by Mayor assigned No. 2024-144. Motion to approve Final Quantity Summary with D & N Fence Co., Inc., of Cedar Rapids, Iowa, for a net decrease of $1,588.75, in conjunction with the FY 2024 Trolley Car Trail Chain Link Fence Replacement Project, Contract No. 1093, and authorizing the Mayor to execute said document. Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by D & N Fence Co., Inc., of Cedar Rapids, Iowa, in the amount of $105,811.25, in conjunction with the FY 2024 Trolley Car Trial Chain Link Fence Replacement Project, Contract No. 1093, and receive and file a two-year maintenance bond. Resolution adopted and upon approval by Mayor assigned No. 2024-145. Motion to approve an Exception to Burning Yard Waste Application by Waterloo Leisure Services, to burn approximately 4 acres of native vegetation on property located west of the Greenbelt Lake parking area between March 25, 2024, and May 31, 2024, beginning at 10:00 a.m., weather permitting. Complete Streets Advisory Committee minutes of November 26, 2023, and January 30, 2024. Motion to receive and file Airport Board minutes of January 24, 2024. Board of Adjustment Regular Meeting minutes of January 23, 2024, and February 13, 2024. Page 3 of 12 Page 11 of 378 Motion to receive and file Community Development Board minutes of February 20, 2024. Historic Preservation Commission minutes of December 19, 2023, and January 16, 2024. Casey Gardner, Board/Commission: General Contractor Board, Expiration Date: February 16, 2027, Renewal. Liquor Licenses a. Daq King, 632Sycamore St., Class C Alcohol w/Sunday Sales (New) Exp: 11/12/2024. b. Doughy Joey's Peetza Joynt, 300 W. 4th St., Class C Alcohol w/Outdoor Service and Sunday Sales (Renewal) Exp: 2/7/2025. c. Spectra Venue Management (Convention Center), 200 W. 4th St., Class C Alcohol w/Outdoor Service, Catering and Sunday Sales (Renewal) Exp: 1/31/2025. d. Ali's Corner, 1117 E. 4th St., Class E Alcohol w/Sunday Sales (Renewal) Exp: 3/31/2025. e. Amalgamated Local 838 UAW, 2615 Washington St., Class C Alcohol w/Outdoor Service and Sunday Sales (Renewal) Exp: 2/28/2025. f. Cadillac XBC, 650 La Porte Rd., Class C Alcohol w/Outdoor Service and Sunday Sales (Renewal) Exp: 3/27/2025. g. Grout Museum, 503 South St., Special Class C Alcohol w/Outdoor Service and Sunday Sales (Renewal) Exp: 2/23/2025. h. Hampton Inn, 2034 La Porte Rd., Special Class C Alcohol w/Sunday Sales (Renewal) Exp: 1/31/2025. i. Jameson's Public House, 310 E. 4th St., Class C Alcohol w/Outdoor Service and Sunday Sales (New) Exp: 3/31/2025. j. New Star Fletcher, 315 Fletcher Ave., Class E Alcohol w/Sunday Sales (Renewal) Exp: 1/29/2025. k. Snowden House, 306 Washington St., Special Class C Alcohol w/Outdoor Service and Sunday Sales (Renewal) Exp: 12/14/2024. I. Uni Mart, 1615 Bishop Ave., Class E Alcohol w/Sunday Sales (Renewal) Exp: 2/28/2025. m. El Patron, 30 E. 4th St., Class C Alcohol w/Outdoor Service and Sunday Sales (Renewal) Exp: 2/28/2025. n. The Snack Shack, 4335 Texas St., Class E Alcohol w/Sunday Sales (Renewal) Exp: 11/4/2024. o. The Spot #3, 117 E. San Marnan Dr., Class E Alcohol w/Sunday Sales (New) Exp: 2/28/2024. Bonds. PUBLIC HEARINGS Page 4 of 12 Page 12 of 378 Sale and Conveyance of city owned property located north of 216 Sunnyside Avenue to Iowa Heartland Habitat for Humanity in the amount of $1.00, with a Development Agreement and a Grant of $5,000.00 for infill housing development. Nichols/Wilder to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Seven. Motion carried. This being the time and place of the public hearing, the Mayor called for written and oral comments and there were none. Nichols/Wilder to close the hearing and receive and file oral and written comments. Voice vote -Ayes: Seven. Motion carried. Nichols/Wilder Resolution authorizing the sale and conveyance of city -owned property located north of 216 Sunnyside Avenue, in the amount of $1.00 to Iowa Heartland Habitat for Humanity, and authorizing the Mayor and City Clerk to execute said documents. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-146. Nichols/Wilder Resolution approving a Development Agreement with Iowa Heartland Habitat for Humanity for the construction of a single-family home, with a $5,000.00 infill housing grant, and authorizing the Mayor and City Clerk to execute said document. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-147. Sale and conveyance of city -owned property located at 215 Locust Street, in the amount of $5,000.00, to Marcelino Balion Perez, including a Development Agreement and Real Estate Contract. Wilder/Feuss to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Seven. Motion carried. This being the time and place of the public hearing, the Mayor called for written and oral comments and there were none. Wilder/Feuss to close hearing and receive and file oral and written comments. Voice vote -Ayes: Seven. Motion carried. Wilder/Feuss Resolution authorizing the sale and conveyance of city -owned property located at 215 Locust Street, in the amount of $5,000.00, to Marcelino Balion Perez, and authorizing the Mayor and City Clerk to execute said documents. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-148. Wilder/Feuss Page 5 of 12 Page 13 of 378 Resolution approving a Development Agreement and Real Estate Contract with Marcelino Balion Perez for the rehabilitation of 215 Locust Street, including a refund of the $5,000.00 purchase price and a $5,000.00 infill housing grant upon completion of the project, and authorizing the Mayor and City Clerk to execute said documents. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-149. FY 2024 Broadway Street Reconstruction Protect, Contract No. 1095. Boesen/Nichols to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Seven. Motion carried. David Dryer, 3145 W. 4th Street, questioned how much of the street will be fixed. Jamie Knutson, City Engineer, explained the project repairs include an approximately two-mile section at Broadway Street from Donald Street to the off -ramp of Highway 218 by the airport. This being the time and place of the public hearing, the Mayor called for written and oral comments and there were none. Boesen/Nichols to close the hearing and receive and file oral and written comments. Voice vote -Ayes: Seven. Motion carried. Boesen/Nichols Resolution confirming approval of plans, specifications, form of contract, etc., and authorizing to proceed. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-150. Ms. Wilder shared she is happy the city is working on Broadway Street. Mr. Nichols questioned if there were repair plans for the remainder of Broadway Street. Jamie Knutson, explained once the bid is read they are anticipating adding to the project via change order for the section from the 218 ramp up Airport Boulevard, depending on cost and the contractor's timeline. Boesen/Nichols to receive, file and instruct City Clerk to read bids. Voice vote -Ayes: Seven. Motion carried. Engineer's Estimate: $6,700,00.00 Cedar Valley Corp., Waterloo, IA - 5% Security - Bid: $4,576,538.79 Owen Contracting, Inc., Cedar Falls, IA - 5% Security - Bid: $4,791,007.75 Peterson Contractors, Inc., Reinbeck, IA - 5% Security - Bid: $4,695,883.55 Boomerang Corp., Anamosa, IA - 5% Security - Bid: $5,319,420.80 Boesen/Nichols Resolution approving award of bid to Cedar Valley Corporation, of Waterloo, Iowa, in the amount of $4,576.538.79, approving the contract, bond and certificate of insurance, in conjunction with the FY 2024 Broadway Street Reconstruction Project, Contract No. 1095, and Page 6 of 12 Page 14 of 378 authorizing the Mayor and City Clerk to execute said document. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-151. FY 2024 Kingsley Avenue Reconstruction Project, Contract No. 1100. Feuss/Wilder to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Seven. Motion carried. This being the time and place of the public hearing, the Mayor called for written and oral comments and there were none. Feuss/Wilder Motion to close hearing and receive and file oral and written comments. Voice vote -Ayes: Seven. Motion carried. Feuss/Wilder Resolution confirming approval of plans, specifications, form of contract, etc., and authorizing to proceed. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-152. Feuss/Wilder Motion to receive, file and instruct City Clerk to read bids. Voice vote -Ayes: Seven. Motion carried. Engineer's Estimate: $900,000.00 Vieth Construction, Corp., Cedar Falls, IA - 5% Security - Bid: $697,118.45 Owen Contracting, Inc., Cedar Falls, IA - 5% Security - Bid: $658,598.90 Lodge Construction, Inc., Clarksville, IA - 5% Security - Bid: $675,545.06 Peterson Contractors, Inc., Reinbeck, IA - 5% Security - Bid: $631,152.55 Boomerang Corp., Anamosa, IA - 5% Security - Bid: $764,955.37 Feuss/Wilder Resolution approving award of bid to Peterson Contractors, Inc., of Reinbeck, Iowa, in the amount of $631,152.55, approving the contract, bond and certificate of insurance, in conjunction with the FY 2024 Kingsley Avenue Reconstruction Project, Contract No. 1100, and authorizing the Mayor and City Clerk to execute said document. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-153. FY 2024 Asphalt Overlay Program, Contract No. 1099. Creighton-Smith/Nichols to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Seven. Motion carried. This being the time and place of the public hearing, the Mayor called for written and oral comments and there were none. Creighton-Smith/Nichols to close the hearing and receive and file oral and written comments. Voice vote -Ayes: Seven. Motion carried. Page 7 of 12 Page 15 of 378 Creighton-Smith/Nichols Resolution confirming approval of specifications, bid documents, form of contract, etc., and authorizing to proceed. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-154. Mr. Boesen questioned if projects were being addressed by ward or by repair priority. Jamie Knutson, City Engineer, explained his predecessor divided projects up by ward, but that he has adopted a worst -comes -first mind set, that each ward receives funding but that prioritization is based on need and Ward 3 currently needs the most work. Creighton-Smith/Nichols to receive, file, and instruct the City Clerk to read the bids and refer to the City Engineer for review. Voice vote -Ayes: Seven. Motion carried. Engineer's Estimate: $4,300,000.00 Aspro, Inc., Waterloo, IA - 5% Security - Bid: $3,819,933.40 RESOLUTIONS Resolution approving a Professional Services Agreement with AECOM, of Waterloo, Iowa, in the amount of $122,000.00, in conjunction with the FY 2024 Sergeant Road Trail Repairs Project, Contract No. 1091, and authorizing the Mayor and City Clerk to execute said document. Boesen/Nichols Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-155. Beverly Cosby, 315 Wendell Court, questioned how many units will be constructed and how many have been completed at North Crossing. Mayor Hart responded 180 units. Noel Anderson, Community Planning and Development Director, explained all five buildings are under construction at North Crossing and believes they will be completed this construction season. Mayor Hart explained with the Virden Creek improvements, more lots would be open for development in that area. Forest Dillaveou, 1715 Huntington Road, questioned if units on W. 10th Street are in a TIF district and when they would start paying taxes. Mayor Harted stated they are not in a TIF district. Mr. Boesen commented the council did approve multi -residential family dwellings fall underneath the same as other resdidential, 3 years at 100%. Page 8 of 12 Page 16 of 378 Resolution approving a Development Agreement with Net Worth Investment, LLC, for the construction of a ten unit residential building on an infill lot located east of 2557 West 3rd Street, including a $50,000.00 infill incentive upon substantial completion, and authorizing the Mayor and City Clerk to execute said document. Boesen/N ichols Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-156. Resolution approving a request by the City of Waterloo for the Final Plat of North Crossing 4th Addition, a 14-lot commercial subdivision located between Logan Avenue (US Highway 63) and East 4th Street, south of Ralston Road. Boesen/N ichols Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-157. Resolution approving the Termination of a Development and Minimum Assessment Agreement with GMJ2 Industries, LLC, for property located south of 2330 GT Drive, originally approved by Council on May 26, 2015, for failure to complete the project per the timeline provided for in the Development Agreement, and authorizing the Mayor and City Clerk to execute said document. Nichols/Wilder Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-158. David Dryer, 3145 W. 4th Street, questioned if anything was conveyed at this property and why the city took nine years to enforce the agreement. Noel Anderson, responded that nothing was done on the site, the land was not conveyed, and that the Development Agreements are self -terminating so no action needs to be taken unless a title opinion or attorney wants some action. Mr. Boesen questioned why it took so long to bring this back before the Council. Noel Anderson explained they have been showing the lot knowing the project has not been moving ahead, and that it would only come back to Council at a point where someone else is purchasing the property and needs a clear title. Resolution approving a Subordination Agreement with Grand Investments, LLC for the benefit of Arbor Commercial Funding I, LLC, to refinance an existing mortgage dated May 15, 2015, filed June 3, 2015, under -recorded document number 2015-19747, and replace the current subordination agreement filed October 9, 2015, under -recorded document number 2016-6852, for projects located at 21 and 45 West Jefferson Street, and authorizing the Mayor and City Clerk to execute said document. Nichols/Wilder Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-159. Page 9 of 12 Page 17 of 378 David Dryer, 3145 W. 4th Street, questioned the city's role, whether the deed was transferred, and if it is a joint venture with Grand and the city. Noel Anderson explained the contractor is refinancing the project so the City is subordinating to the new financing. This is a mixed -use, mixed -income project. The city received CBDG monies so this is being done in compliance with those funds. Mr. Boesen thanked Noel Anderson for providing information and dollar amounts to him on the subordination agreement. Mayor Hart asked that the departments be more diligent in notifying the council promptly with regard to these matters. Resolution approving an Amendment to the Development and Minimum Assessment Agreement with Superior Properties, LLC, executed on June 20, 2022, in conjunction with the development of property located at the southwest corner of Airline Highway and Geraldine Road, to extend the completion timeline to April 30, 2024, and authorizing the Mayor and City Clerk to execute said document. Nichols/Wilder Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-160. Resolution authorizing the issuance of General Obligation Capital Loan Notes, Series 2024D, and levying a tax for the payment thereof. Feuss/Wilder Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-161. David Dryer, 3145 W. 4th Street, questioned why the City is borrowing money for a privately owned entity. Bridgett Wood, Finance Director, explained the City is borrowing funds for their use and that some will go to the fiber company which will be paid back when they start receiving revenue. Resolution approving an agreement for a State and Community Highway Safety Grant, PAP 402-PS-2024, Task 04-00-53, in the amount of $29,200.00, for Waterloo Bicycle Education and Enforcement, and authorizing the Mayor to execute said document. Feuss/Wilder Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-162. Mr. Boesen questioned the timeline of the grant considering the current progress for construction on the bridge. Mohammad Elahi, Traffic Operations Director, explained how funds are to be used for traffic safety education. Jamie Knutson, City Engineer, provided an update on the downtown bridge reconstruction Page 10 of 12 Page 18 of 378 projects. Resolution approving an agreement with MidAmerican Energy, in the amount of $4,182.54 for the purchase and installation of a streetlight to be located at 205 Southbrooke Drive and authorizing the Mayor to execute said document. Feuss/Wilder Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-163. ORDINANCES An ordinance amending the City of Waterloo Traffic Code by adding Subsection (75a) Coral Drive, to Section 551, Parking prohibited at all times on certain streets. (75a) Coral Drive - East side between Bismark Avenue and Harwood Avenue. Wilder/Feuss to receive, file, consider, and pass for the first time an ordinance amending the City of Waterloo Traffic Code by adding Subsection (75a) Coral Drive, along the east side of Coral Drive between Bismark Avenue and Harwood Avenue, to Section 551 Parking prohibited at all times on certain streets. Roll Call vote -Ayes: Seven. Motion carried. Wilder/Feuss to suspend the rules. Roll Call vote -Ayes: Seven. Motion carried. Wilder/Feuss to receive, file, consider, and pass for the second and third times and adopt said ordinance. Roll Call vote -Ayes: Seven. Motion carried. Ordinance adopted and upon approval by Mayor assigned No. 5753 Mr. Boesen expressed concerns for limited parking on narrow streets. Jamie Knutson, City Engineer, explained with the narrow streets in mind, this is the final and best configuration for all concerned. Mr. Boesen questioned if letters have been sent to property owners about the change. Mohammed Elahi, Traffic Operations Director, responded notifications have not been sent to homeowners. Mayor Hart asked that notification be sent to property owners to inform them of the change. Mohammed Elahi confirmed the Traffic Department would communicate with homeowners. An ordinance amending the City of Waterloo Traffic Code by adding Subsection (23a) Axlewood Drive, to Section 551, Parking prohibited at all times on certain streets, East side of Page 11 of 12 Page 19 of 378 Axlewood Drive to Magnolia Parkway. Feuss/Wilder to receive, file, consider, and pass for the first time an ordinance amending the City of Waterloo Traffic Code by adding Subsection (23a) Axelwood Drive, No Parking on the East side of Axlewood Drive to Magnolia Parkway, to Section 551, Parking prohibited at all times on certain streets. Roll Call vote -Ayes: Seven. Motion carried. Feuss/Wilder to suspend the rules. Roll Call vote -Ayes: Seven. Motion carried. Feuss/Wilder to receive, file, consider, and pass for the second and third times and adopt said ordinance. Roll Call vote -Ayes: Seven. Motion carried. Ordinance adopted and upon approval by Mayor assigned No. 5754. OTHER COUNCIL BUSINESS Feuss/Nichols Hearing and Order Assessing Civil Penalty to Dollar General, 428 E. 1st Street, Waterloo, Iowa 50703, for sale of tobacco to minor violation -first offense. Feuss/Nichols to open the hearing. Voice vote -Ayes: Seven. Motion carried. Martin Petersen, City Attorney, reported to the Council regarding the tobacco violation notification and attempts to collect the penalty from Dollar General. Feuss/Nichols to close the Hearing. Voice vote -Ayes: Seven. Motion carried. Feuss/Nichols Motion approving Order Assessing Civil Penalty in the amount of $300.00, to Dollar General, 428 E. 1st Street, Waterloo, Iowa 50703, for sale of tobacco to a minor, violation -first offense. Roll Call vote -Ayes: Seven. Motion carried. ADJOURNMENT Feuss/Nichols that the council adjourn at 6:31 p.m. Voice vote -Ayes: Seven. Motion carried. Kelley Felchle City Clerk Page 12 of 12 Page 20 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving a request by Natasha Lash for tax exemptions on the construction of a new twin home unit valued at $269,900.00, for property located at 4148 Omaha Avenue, and located in the City Limits Urban Revitalization Area (CLURA). RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The Planning, Programming, and Zoning Commission staff has reviewed this application and feels that the project qualifies for exemptions from taxes on the actual value added to the residential property under the City Limits Urban Revitalization Area Plan. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES Strategy 3.9: Increase the promotion and utilization of the City Limits Urban Revitalization Area (CLURA) housing program. IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION Prairie Meadow Estates A Condominium Unit 4148 Page 21 of 378 ATTACHMENTS 1. CLURA 4148 Omaha Dr Form 2. CLURA 4148 Omaha Dr Map Page 22 of 378 Date Received: _t Received by: Staff to make a copy for applicant CITY LIMITS URBAN REVITALIZATION APPLICATION FOR PROPERTY TAX EXEMPTION FOR CONSTRUCTION OF NEW DWELLINGS AND DAYCARE CENTER IMPROVEMENTS UNDER THE PROVISIONS OF THE CITY LIMITS URBAN REVITALIZATION AREA PLAN ADOPTED BY THE CITY COUNCIL OF THE CITY OF WATERLOO. The City Limits Urban Revitalization Area (CLURA) allows property tax exemptions for newly constructed residential dwellings and daycare centers, and any additions or major renovations for utilizing a residential home for children daycare center provided that they meet the following criteria: 1. Be located within the CLURA boundaries (a map of which can be obtained from the City of Waterloo Community Planning & Development Department.) 2. Any such day care facilities must be registered with the State of Iowa for day care use. 3. This application must be filed with City prior to the 1 working day of February following the year when the improvements are completed to comply with the timeline of the State Code of Iowa, Section 404.4 unnumbered paragraph 2. However, a single application may be filed upon completion of an entire project requiring more than one year to construct or complete, providing prior approval has been granted by the City Council or County Board of Supervisors. 4. Daycare facilities may need a development agreement with the City. Please contact the Waterloo Planning and Zoning Department for more information. Please fill out the following information for your application to be submitted to the City Council. NAME: QS1r1 SIGNATURE: / hfb ADDRESS: 1-114`6 Om lrya Aye - Wake t Cam, EMAIL: TELEPHONE: 3P tQ- (o(o S Ca DATE: [ lag A. What is the Address of the property being improved? t-tt4c6 On,,oNno, \ . \j‘ Jo-kP,r1oc j _P rD0-1C What is the Legal Description of the property? (May be available at County Recorder's Office on 2nd floor of the Courthouse) 1' .06e /-`eado(,.s E s A (04om rwn 1,6'-1- [11(-6 B. Indicate desired exemption schedule: (1 or 2) 1. x One Hundred Percent (100%) exemption for three years on the actual value added by improvements; 2. A partial exemption on the actual value added by improvements according to the following schedule: a. First Year 80% b. Second Year 70% c. Third Year 60% d. Fourth Year 50% e. Fifth Year40% f. Sixth Year 40% g. Seventh Year-----30% h. Eighth Year------30% i. Ninth Year 20% j. Tenth Year 20% Note: Residentially assessed properties receiving the CLURA tax abatement incentive will not receive tax abatement on school district taxes. Therefore, all residential properties will pay the school district portion of the property taxes effective July 1, 2024. C. What was the nature of the improvement(s)? j�1Fvd (OS 00:on D. What was the cost of the new construction? 3 Q1.04:11Qno E. Estimated or actual date of completion of this new construction? Oa 1 ?c11 Note: City Council approval does not guarantee tax exemptions. The application must be reviewed and approved by the Black Hawk County Assessor's Office for criteria eligibility. DO NOT Write Below this line — Office Use Only F. City of Waterloo Building and Inspections Department Information: Permit Number: ,�-%e`a Date permit was issued: 6-50 -95 Total permit(s) valuation: J� , CC) CITY OF WATERLOO APPROVED DENIED DATED: RESOLUTION NO: BLACK HAWK COUNTY ASSESSOR APPROVED DENIED DATED: T.J. Koenigsfeld Black Hawk County Assessor Page 23 of 378 4148 Omaha Ave Mourning Dove Dr Omaha Avenue Note: Base map data source is Black Hawk County. This map does not represent a survey, no liability is assumed for the accuracy of the data delineated herein, either expressed or implied by Black Hawk County, the Black Hawk County Assessor, or their employees. The City of Waterloo makes no warranty, express or implied, as to the accuracy of the information shown on this map, and expressly disclaims liability for the accuracy thereof. Users should refer to official plats, surveys, recorded deeds, etc. located at the Black Hawk County Assessor's Office for complete and accurate information. Page 2 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Bridgett Wood, Finance Director Finance Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution setting date of public hearing as April 15, 2024, to approve the FY 2025 budget, and instruct the City Clerk to publish notice. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. Waterloo Proposed Published Budget Hearing Notice FY25 Page 25 of 378 NOTICE OF PUBLIC HEARING -- PROPOSED BUDGET Fiscal Year July 1, 2024 - June 30, 2025 City of: WATERLOO The City Council will conduct a public hearing on the proposed Budget at: City Hall - Council Chambers 715 Mulberry St Waterloo, IA 50703 Meeting Date: 4/15/2024 Meeting Time: 05:30 PM At the public hearing any resident or taxpayer may present objections to, or arguments in favor of , any part of the proposed budget. This notice represents a summary of the supporting detail of revenues and expenditures on file with the City Clerk and County Auditor. City budgets are subject to protest. If protest petition requirements are met, the State Appeal Board will hold a local hearing. For more information, consult https://dom.iowa.gov/local-budget-appeals. The Budget Estimate Summary of proposed receipts and expenditures is shown below. Copies of the the detailed proposed Budget may be obtained or viewed at the offices of the Mayor, City Clerk, and at the Library. The estimated Total tax levy rate per $1000 valuation on regular property 22.41611 The estimated tax levy rate per $1000 valuation on Agricultural land is 3.00375 At the public hearing, any resident or taxpayer may present objections to, or arguments in favor of, any part of the proposed budget. Phone Number City Clerk/Finance Officer's NAME (319) 291-4323 Bridgett Wood Budget FY 2025 Re -estimated FY 2024 Actual FY 2023 Revenues & Other Financing Sources Eir Taxes Levied on Property 1 52,236,646 45,178,924 44,794,609 Less: Uncollected Property Taxes -Levy Year 2 0 0 0 Net Current Property Taxes 3 52,236,646 45,178,924 44,794,609 Delinquent Property Taxes 4 0 0 19,839 TIF Revenues 5 21,144,488 13,065,256 11,230,764 Other City Taxes 6 21,811,332 20,596,255 23,171,151 Licenses & Permits 7 1,519,705 1,524,035 1,431,558 Use of Money and Property 8 2,448,000 2,093,200 5,146,545 Intergovernmental 9 76,503,241 50,508,399 30,604,739 Charges for Fees & Service 10 39,254,131 38,207,563 41,047,383 Special Assessments 11 510,000 308,000 382,051 Miscellaneous 12 11,940,270 10,704,209 14,578,331 Other Financing Sources 13 30,090,000 41,406,000 14,173,931 Transfers In 14 41,986,793 36,327,805 25,063,936 Total Revenues and Other Sources 15 299,444,606 259,919,646 211,644,837 Expenditures & Other Financing Uses Public Safety 16 44,707,357 42,895,342 40,585,272 Public Works 17 44,832,444 36,034,563 25,158,868 Health and Social Services 18 397,202 366,250 349,862 Culture and Recreation 19 13,548,997 13,374,794 11,877,904 Community and Economic Development 20 25,840,488 21,234,443 18,437,807 General Government 21 12,841,409 12,134,184 9,884,962 Debt Service 22 15,992,120 14,678,350 14,698,412 Capital Projects 23 86,739,483 52,403,483 27,055,421 Total Government Activities Expenditures 24 244,899,500 193,121,409 148,048,508 Business Type / Enterprises 25 43,071,767 61,765,823 29,423,554 Total ALL Expenditures 26 287,971,267 254,887,232 177,472,062 Transfers Out 27 41,986,793 36,327,805 25,063,936 Total ALL Expenditures/Transfers Out 28 329,958,060 291,215,037 202,535,998 Excess Revenues & Other Sources Over (Under) Expenditures/Transfers Out 29 -30,513,454 -31,295,391 9,108,839 Beginning Fund Balance July 1 30 122,096,004 153,391,395 144,282,556 Ending Fund Balance June 30 31 91,582,550 122,096,004 153,391,395 Page 26 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution setting the date of public hearing as April 15, 2024, for the sale and conveyance of City - owned property to Gearheart Moore Holdings, LLC, in the amount of $1.00, with a Development and Minimum Assessment Agreement for renovation of the former Rath Administration Building, and instruction the City Clerk to publish notice. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION Transmitted is a request to set the date of public hearing as April 15, 2024 for the sale and conveyance of City owned property to Gearheart Moore Holdings, LLC in the amount of $1.00, with a Development and Minimum Assessment Agreement for renovation of the former Rath Administration Building into no less than 70 affordable senior housing residential units with a $5,000.00 infill housing incentive per unit, having a minimum assessed value of $1,335,410.00, and a grant payment of each 6 month property tax installment, less $5,000.00 for each installment, located at 1515 Sycamore Street in the Rath TIF District, and instruct City Clerk to publish notice. The property tax installments will go on for a period of 15 years. The developer has done reconnaissance work on the building and found that it is still structurally sound to rehabilitate. They plan to apply for state and federal historical tax credits for the restoration, a $1,500,000.00 brownfield/grayfield grant through the state, and also receive up to $350,000.00 in infill housing incentives. Since the previous use of this building was for offices, the infill incentive would apply, since the use of the building is changing to residential. The city took ownership of the building when Rath Packing Company ceased operations and liquidated and the building has been vacant for 39 years. NEIGHBORHOOD IMPACT This would have a very positive impact upon the area as this building has been vacant since 1985 when Rath Packing Company ceased operations and liquidated, and restoring the structure will eliminate a large blighted structure and promote other growth in the area. DATA, ANALYSIS, AND STRATEGIES Page 27 of 378 IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Rath TIF ALTERNATIVE ACTION LEGAL DESCRIPTION Lots 1-12, Block 4, Riverside Addition, City of Waterloo, Black Hawk County, Iowa; and All of the alley in Block 4, Riverside Addition, City of Waterloo, Black Hawk County, Iowa. ATTACHMENTS 1. Development Agreement 2. Aerial Map Page 28 of 378 Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of , 2024 by and between Gearhart Moore Holdings, LLC or its permitted assignee (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. City is the owner of real property at 1515 Sycamore Street, legally described as set forth on Exhibit "A" attached hereto (the "Property"). Company desires to undertake a project on the Property and is willing and able to finance, rehabilitate and construct a total of at least 70 apartment units and related improvements thereon, upon the terms herein. B. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area known as the Rath Urban Renewal and Redevelopment Plan Area ("Urban Renewal Area"). C. City considers affordable housing development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal, and the City further believes that the project is in the vital and best interests of the City and that the project and such incentives are in accordance with the public purposes and provisions of applicable State and local laws and requirements under which the project has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property; Title. Subject to the terms hereof, City shall convey the Property to Company in its as -is condition for the sum of $1.00 (the "Purchase Price"). Page 29 of 378 Conveyance shall be by special warranty deed, free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the Property; and (c) restrictions imposed by the City zoning ordinances and other applicable law. City makes no representation or warranty as to the condition of the Property or its suitability for Company's purposes. Company is responsible to conduct its own due diligence and inspections. City shall convey title to Company in accordance with the terms of Section 4.B below. Company shall, at its own expense, prepare an updated abstract of title, or in lieu thereof Company may, at its own option and expense, obtain whatever form of title evidence it desires. City shall provide any title documents it has in its possession, including any abstracts, to assist in title review. If title is unmarketable or subject to matters not acceptable to Company, and if City does not remedy or remove such objectionable matters in timely fashion following written notice of such objections from Company, Company may terminate this Agreement without further obligation and return the abstract of title to City. 2. Improvements. Company shall rehabilitate and renovate the existing structure on the Property and construct not less than seventy (70) apartments, common spaces and supporting amenities, and related landscaping, storm water, paving, sidewalks, signage and parking improvements (collectively, the "Improvements"). Company agrees that the Improvements shall be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Furthermore, Company shall exercise reasonable efforts to rehabilitate the building according to the Secretary of the Interior's Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings and to work with the Iowa State Historical Preservation Office in order to qualify the Project for available federal and/or State of Iowa historic tax credits. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Property, the Improvements, and all site preparation and development -related work to make any of the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project." Improvements completed within the schedule established by Section 4 below will be eligible for the benefits provided for in this Agreement. 3. Construction Plans. Company agrees that it will cause the Improvements to be constructed on the Property in conformance with construction plans (the "Plans") that have been submitted to the City. Company agrees that the scope and scale of the Improvements to be constructed shall not be significantly less than the scope and scale of such improvements as detailed and outlined in the Plans. If any material modification in the scope, scale or nature of the Plans is proposed, Company shall submit modified Plans (the "Modified Plans") to the City for review. Modified Plans shall be subject to approval by the City as provided in this Section. City shall approve the modified Plans in writing if: (a) the Modified Plans conform to the terms and conditions of this Agreement; (b) the Modified Plans conform to the terms and 2 Page 30 of 378 conditions of the urban renewal plan; (c) the Modified Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations and City permit and design review requirements; (d) the Modified Plans are adequate for purposes of this Agreement to provide for the construction of the Improvements, and (e) no Event of Default under the terms of this Agreement has occurred; provided, however, that any such approval of the Hans or Modified Plans pursuant to this Section shall constitute approval for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver by the City with respect to any building, fire, zoning or other ordinances or regulations of the City, and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building permit if the Plans or Modified Plans are not as detailed or complete as the plans otherwise required for the issuance of a building permit. The Plans or Modified Plans must be rejected in writing by City within thirty (30) days of submission or shall be deemed to have been approved by the City. If City rejects the Plans or Modified Plans in whole or in part, Company shall submit new or corrected Plans or Modified Plans within thirty (30) days after receipt by Company of written notification of the rejection, accomplished by a written statement of the City specifying the respects in which Company's Plans or Modified Plans fail to conform to the requirements of this Section. The provisions of this Section relating to approval, rejection and resubmission of corrected Plans or Modified Plans shall continue to apply until they have been approved by the City; provided, however, that in any event Company shall submit Plans or Modified Plans which are approved by City prior to commencement of construction of additional or modified Improvements. Approval of the Plans or Modified Plans by the City shall not relieve Company of any obligation to comply with the terms and provisions of this Agreement, or the provision of applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Plans or Modified Plans by City be deemed to constitute a waiver of any Event of Default. Approval of Plans or Modified Plans hereunder is solely for purposes of this Agreement and shall not constitute approval for any other City purpose nor subject the City to any liability for the Improvements as constructed. 4. Timeliness of Conveyance and Construction; Possibility of Reverter. The parties agree that Company's commitment to undertake the Project and to construct the Improvements in a timely manner constitutes a material inducement for the City to convey the Property to Company and that without said commitment City would not do so. A. Deadlines to commence and complete. Company must obtain a building permit and begin the work of rehabilitation and construction of the Improvements within four (4) months after the date of conveyance (the "Start Date") and Substantially Complete construction within twenty-four (24) months thereafter (the "Completion Deadline"). For purposes of this Agreement, "Substantially Completed" means the date on which the Improvements have been completed to the extent necessary for the City to issue a certificate of occupancy relating thereto and the City has verified that any Project element for 3 Page 31 of 378 which no permit was necessary has,been Substantially Completed. All deadlines are subject to Unavoidable Delays as defined in paragraph C below. The City's Community Planning and Development Director may, but shall not be required to, consent to an extension of time of up to six (6) months for the construction of the Improvements. Any additional or longer time extensions will require consent of the City Council. B. Time of Conveyance. City will convey title to Company within 30 days of receiving a written request from Company, provided that before such request the Project has received one or more of the following: (i) an award of 4% tax credits from the Iowa Finance Authority; (ii) an award of state and federal historic tax credits in an amount satisfactory to Company; (iii) an award of grayfield credits from the State of Iowa; (iv) an award of infill housing credits from the City; or (v) approval of a loan commitment for Project financing. Company must request conveyance of title within 48 months after the date of this Agreement, or City may, at its option, terminate this Agreement by written notice to Company. C. Events triggering termination and/or reverter of title. If Company does not begin or Substantially Complete construction of the Improvements on the schedule stated above, subject to Unavoidable Delays, then City may terminate this Agreement as set forth in Section 19, and City shall then have no further obligation to Company under this Agreement. If development has commenced within the required period, as the same may be extended, and is subsequently stopped or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company (each an "Unavoidable Delay"), the requirement that construction be completed by the Completion Deadline shall be tolled for a period of time equal to the period of Unavoidable Delay. If City properly terminates this Agreement as provided in Section 19, City shall have no further obligations to Company under this Agreement, including but not limited to any legal or equitable obligation to reimburse Company for any costs expended by Company with respect to the Project or to compensate Company for any value added to the Property by any Improvements. In connection with termination of the Agreement as set forth herein, City may demand reconveyance of the Property in addition to exercising any other available remedies. 5. Reverter of Title; Indemnity. In the event of any reverter of title pursuant to Section 4, then Company agrees that it shall, at its own expense, promptly execute all documents, including but not limited to a special warranty deed, or take such other actions as the City may reasonably request to effectuate said reverter and to deliver to City title to the Property, free and clear of any lien, claim, charge, security interest, mortgage or encumbrance (collectively, "Liens") arising by or through Company. Concurrently with delivery of the deed, Company shall also return to City the abstract of title, if provided. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the Property. Appointment of Attorney in Fact: If Company fails to deliver such documents, including but not limited to a special warranty deed, to City within thirty 4 Page 32 of 378 (30) days of written demand by City, then City shall be authorized to execute, on Company's behalf and as its attorney -in -fact, the special warranty deed or other documents required by this Section, and for such limited purpose Company does hereby constitute and appoint City as its attorney -in -fact. Company further agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, or injury made, suffered, or incurred as a result of or in connection with the Project, Company's failure to carry on or complete same, or any Lien or Liens on or against the Property of any type or nature whatsoever that attaches to the Property by virtue of Company's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees, incurred by City. Company's duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 6. No Encumbrances; Limited Exception. Until the Improvements are Substantially Completed, Company agrees that it shall not create, incur, or suffer to exist any Liens on the Property, other than such mortgage or mortgages as may be reasonably necessary to finance Company's completion of the Improvements and of which Company notifies City before Company executes any such mortgage. Company may not mortgage the Property or any part thereof for any purpose except in connection with financing of the Improvements. Any other mortgage shall be void. 7. Utilities. Company will be responsible for extending, at its own expense, water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Property and for payment of any associated connection fees. 8. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Property. Company further agrees that prior to the date, as may be extended, set forth in Section 2 of the Minimum Assessment Agreement (the "MAA") attached hereto as Exhibit "B" it will not seek or cause a reduction in the valuation for the Property as improved pursuant to this Agreement, which shall be fixed for assessment purposes, below the amount of $1,335,410.00 (the "Minimum Actual Value"), through: either; (i) willful destruction of the Property, the Improvements, or any part of (ii) a request to the assessor of Black Hawk County; or (iii) any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. 5 Page 33 of 378 Company agrees to execute and deliver the MAA concurrently with execution and delivery of this Agreement. 9. Project Incentives. To aid the Project, City agrees to provide the following assistance: A. Grants. Provided that Company has completed the Improvements before the Completion Deadline, and that Company has executed an MAA as set forth in Section 8 above, City agrees to make a semi-annual grant payment (each a "Grant") to Company within five (5) business days after City receives from Company proof that Company has paid, as applicable, the general property tax installment payable in September and the immediately following March of each property tax fiscal year (a "Fiscal Year"), starting in Year One (defined below). if Company desires to expedite City's ability to issue a Grant, Company may notify City of its intent to make the tax payment up to thirty (30) days in advance of the payment due date. Subject to the terms of this Agreement, City agrees to make thirty (30) Grants to Company. Each Grant shall be an amount equal to the general property tax installment that will be delinquent if not paid in full on or before September 30 or March 31, as applicable, Tess $5,000.00. "Year One" is the first full Fiscal Year for which the assessment is based upon the completed value of the Improvements and not based on a prior Fiscal Year for which the assessment is based solely upon (x) the value of the Property, or upon (y) the value of the Property and a partial value of the Improvements due to partial completion of such Improvements or a partial Fiscal Year. As an example of the above provision, in the event Improvements on the Property are completed prior to January 1, 2026 and the Property and Improvements are assessed as fully completed based on the Plans, as may be revised, the property taxes that would be assessed based on the January 1, 2026 assessed value would be for the Fiscal Year ending June 30, 2028. The first Grant would be payable by City on or before September 1, 2027. B. Infill Housing Incentive. In addition to any other Project incentives made available by City under this Agreement, City will pay a grant of $5,000.00 to Company as provided in the City's infill housing policy for timely completion of each dwelling unit of the Improvements. Such grant will be payable within sixty (60) days after City has verified that the Improvements have been Substantially Completed. C. Grayfield Incentive. In addition to any other Project incentives made available by City under this Agreement, City will cooperate with Company to secure a grant of up to $1,500,000.00 to Company through the State of Iowa's Brownfield and Grayfield Redevelopment Tax Credit Program (the "Grayfield Grant"). Such grant will be payable according to the terms of the grant award. Company's obligation to proceed with the Project is contingent upon award of the full amount of the Grayfield Grant. 6 Page 34 of 378 10. Limitations on Payment of Grants. A. Each payment of a Grant is subject to annual appropriation by the city council each fiscal year. City acknowledges Company is relying upon City's promises and obligations as contained in this Agreement and Company's financing for the Project is contingent upon the fulfillment of City's obligations hereunder. However, City has no obligation to make any payments to Company as contemplated under this Agreement until the city council annually appropriates the funds necessary to make such payments. The right of non -appropriation reserved to City in this paragraph is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to make future payments of Grants shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction or by City's bond counsel to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no Event of Default by City shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision. To this end the provisions of this Agreement are severable. B. Notwithstanding the provisions of Section 9.A hereof, City shall have no obligation to make a payment of a Grant to Company if at any time during the term hereof City fails to appropriate funds for payment; City receives an opinion from its legal counsel to the effect that the use of Tax Increments resulting from the Property and Improvements to fund a Grant payment to Company, as contemplated under Section 9.A above, is not, based on a change in applicable law or its interpretation since the date of this Agreement, authorized or otherwise an appropriate urban renewal activity permitted to be undertaken by City under the Urban Renewal Act or other applicable provisions of the Code, as then constituted or under controlling decision of any Iowa court having jurisdiction over the subject matter hereof; or City's ability to collect Tax Increment from the Improvements and Property is precluded or terminated by legislative changes to Iowa Code Chapter 403. Upon occurrence of any of the foregoing circumstances, City shall promptly forward notice of the same to Company. If the circumstances continue for a period during which two (2) annual Grant payments would otherwise have been paid to Company under the terms of Section 9.A, then either party may terminate this Agreement, without penalty or other liability to the other party, by written notice to the other party. C. For purposes of this Agreement, "Tax Increments" shall mean the property tax revenues on the Improvements and Property received by and made 7 Page 35 of 378 available to City for deposit in an account maintained under this Agreement, the provisions of Iowa Code § 403.19 and the ordinance governing the Urban Renewal Plan. 11. Conditions to City Funding. A. The complete or initial funding by City of the Grants and other Project commitments shall be deemed an agreement of the parties that the applicable conditions to disbursement of funds shall, as of the date of such funding, have been satisfied or waived. If the conditions set forth in this Section are not satisfied at a Grant disbursement date, this Agreement shall terminate unless a new disbursement date is established by amendment to this Agreement. The termination of this Agreement shall be the sole remedy available to City or Company if, for whatever reason, a condition set forth in this Section is not satisfied at a Grant payment date, it being understood that each party shall nonetheless incur costs and liabilities prior thereto for which they alone are responsible. City and Company each expressly assumes all responsibility for the costs and liabilities they may each so incur prior to a Grant payment date and agree to indemnify and hold each other harmless therefrom. B. It is recognized and agreed that the ability of the City to perform the obligations described in this Agreement, including but not limited to the Grant payments, is subject to completion and satisfaction of certain separate city council actions and required legal proceedings relating to the creation of a tax increment financing (TIF) district and/or amendment of the applicable urban renewal plan, including the holding of public hearings on the same. Further, all the obligations of City under this Agreement are subject to fulfillment, on or before each Grant payment date, of each of the following conditions precedent: (i) The representations and warranties made by Company in Section 14 shall be true and correct as of the Grant disbursement date with the same force and effect as if made at such date. (ii) Company shall be in material compliance with all the terms and provisions of this Agreement. (iii) There has not been, as of the Grant disbursement date, a substantial change for the worse in the financial resources and ability of Company, or a substantial decrease in the financing commitments secured by Company for construction of the Improvements, which change(s) make it likely, in the reasonable judgment of the City, that Company will be unable to fulfill its covenants and obligations under this Agreement. 12. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: 8 Page 36 of 378 A. Company agrees during construction of the Improvements and thereafter until the MAA termination date to maintain, as applicable, builder's risk, property damage, and liability insurance coverages with respect to the Improvements in such amounts as are customarily carried by like organizations engaged in activities of comparable size and liability exposure, and shall provide evidence of such coverages to the City upon request. B. Until the Improvements are Substantially Completed, Company shall make such reports to City, in such detail and at such times as may be reasonably required and requested by City, as to the actual progress of Company with respect to construction of the Improvements. C. During construction of the Improvements and thereafter until the MAA termination date Company will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Improvements. D. Company will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Company. E. Until termination of the MAA, Company will maintain, preserve and keep the Property, including but not limited to the Improvements, in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements, renewals and additions. F. The Property will have an assessed value as set forth in the MAA and any amendments thereto, and Company agrees that the minimum actual value of the Property and completed Improvements as stated in the MAA and any amendments thereto will be a reasonable estimate of the actual value of the Property and Improvements for ad valorem property tax purposes. Company agrees that it will spend enough in construction of the Improvements that, when combined with the value of the Property and related site improvements, will equal or exceed the assessor's minimum actual value for the Property and Improvements as set forth in the MAA and any amendments thereto. G. Until termination of the MAA, Company agrees that it will make no conveyance, lease or other transfer of the Property or any interest therein that would cause the Property or any part thereof to be classified as exempt from taxation or subject to centralized assessment or taxation by the State of Iowa. H. Company shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to any and all parts of the Property. Company agrees that (1) it will not seek administrative review or judicial review of 9 Page 37 of 378 the applicability or constitutionality of any Iowa tax statute or regulation relating to the taxation of real property included within the Property that is determined by any tax official to be applicable to the Property or to Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings of any type or nature, including but not limited to delinquent tax proceedings, and (2) it will not seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law or City ordinance, of the taxation of real property included within the Property. Company shall keep the Property secure against unauthorized entry to prevent vandalism or damage to the Property or loss of materials, tools or equipment during construction of the Improvements. 13. Representations and Warranties of City. City hereby represents and warrants as follows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 14. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. Company is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Company is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. C. Company has full right, title, and authority to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and each person who executes and delivers this Agreement and all documents to be delivered to City hereunder is and shall be authorized to do so on behalf of Company. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or bylaws of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of 10 Page 38 of 378 whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing, E. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. F. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 15. indemnification and Releases. A. Company hereby releases City, its elected officials, officers, employees, and agents (collectively, the "indemnified parties") from, covenants and agrees that the indemnified parties shall not be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about the Property arising after Company's acquisition of the same or resulting from any defect in the Improvements. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the Property or the Improvements, due to any act of negligence or willful misconduct of any person, other than any act of negligence or willful misconduct on the part of any such indemnified party or its officers, employees or agents. B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified parties, now or forever, and further agrees to hold the indemnified parties harmless, from any claim, demand, suit, action or other proceedings or any type or nature whatsoever by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the acquisition and condition of the Property and the construction, installation, ownership, and operation of the Improvements, or (3) any hazardous substance or environmental contamination located in or on the Property, but only to the extent such liability has not been previously transferred to and accepted by the City in writing. 11 Page 39 of 378 C. The provisions of this Section shall survive the expiration or termination of this Agreement. 16. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. City agrees to use its best efforts to complete such activities in a diligent and timely manner. If such completion does not occur, then any conveyance, benefit or incentive of any type provided by City hereunder within said 180-day period is subject to reverter of title, revocation, repayment or other appropriate action to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently and in good faith with any reasonable request by City to effectuate the restoration of same. 17. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign or otherwise transfer its interest in the Property prior to completion of the Project, whether in whole or in part, to any other person or entity without the prior written consent of City, which shall not be unreasonably withheld or delayed. Reasonable grounds for the City to withhold its consent shall include but are not limited to the inability of the proposed transferee to demonstrate to the City's satisfaction that it has the financial ability to observe all of the terms to be performed by Company under this Agreement. 18. Default. The following shall be "Events of Default" under this Agreement, and the term "Event of Default" shall mean any one or more of the following events that continues beyond any applicable cure periods: A. Failure by Company to cause the construction of the Improvements to be commenced and Substantially Completed pursuant to the terms, conditions and limitations of this Agreement; B. Transfer by Company of any interest (either directly or indirectly) in the Improvements, any part of the Property, or this Agreement, without the prior written consent of City, if such written consent is required pursuant to Section 17; C. Failure by Company to pay, before delinquency, all ad valorem property taxes levied on or against any of the Property; D. Failure by any party hereto to substantially observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement; E. Company (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) 12 Page 40 of 378 makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to any part of the Property; F. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof; or G. Failure by City to diligently pursue City's obligations hereunder, including, but not limited to, funding, approving and providing the Grants described in this Agreement in a timely manner. 19. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination or to recover ownership of the Property as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of City occurs and is continuing, Company may take such action against City to require it to specifically perform its obligations hereunder. Before exercising such remedy, Company shall give 30 days' written notice to City of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or if the Event of Default cannot reasonably be cured within 30 days and City shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. 13 Page 41 of 378 C. Remedies under this Agreement shall be cumulative and in addition to any other right or remedy given under this Agreement or existing at law or in equity or by statute. Waiver as to any particular default, or delay or omission in exercising any right or power accruing upon any default, shall not be construed as a waiver of any other or any subsequent default and shall not impair any such right or power. 20. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement to be performed on the part of one party is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for the other party to enter this Agreement. Each party acknowledges that without such promises, covenants, representations, and warranties, the other party would not have entered this Agreement. Upon a party's material breach of any promise or covenant, or in the event of the material incorrectness or falsity of any representation or warranty by a party, the other party may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void, in accordance with the terms of this Agreement. 21. Performance by City. Company acknowledges and agrees that all of the obligations of City under this Agreement shall be subject to, and performed by City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with City's lawful authority. All covenants, stipulations, promises, agreements and obligations of City contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City and not of any governing body member, officer, employee or agent of City in the individual capacity of such person. 22. No Third -Party Beneficiaries. No rights or privileges of any party hereto shall inure to the benefit of any contractor, subcontractor, material supplier, or any other person or entity, and no such contractor, subcontractor, material supplier, or other person or entity shall be deemed to be a third -party beneficiary of any of the provisions of this Agreement. 23. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at 2079 W. 44th Avenue, Denver, Colorado 80211, Attention: Benjamin Gearhart & Charles Moore, with copies to Company legal counsel at 314 E. 4ch Street, Waterloo, Iowa 50703, Attention: Michael Young. 14 Page 42 of 378 Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) four (4) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. A party may change the address for giving notice by any method set forth in this Section. 24. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 25. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 26. Severability; Reformation. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 27. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 28. Interpretation. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that the parties hereto and their respective attorneys have contributed substantially and materially to the preparation of each and every provision of this Agreement. 29. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 15 Page 43 of 378 30. Counterparts. This Agreement may be executed in multiple counterparts, each of which, including counterparts signed electronically or signed counterparts transmitted by electronic means, shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 31. Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 32 Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA GEARHART MOORE HOLDINGS, LLC By: By: Quentin M. Hart, Mayor Charles Moore, its Manager Attest: Kelley Felchle, City Clerk 16 Page 44 of 378 EXHIBIT "A" Legal Description of Property Lots 1-12, Block 4, Riverside Addition, City of Waterloo, Black Hawk County, Iowa; and All of the alley in Block 4, Riverside Addition, City of Waterloo, Black Hawk County, Iowa. Commonly known as 1515 Sycamore Street, Waterloo, IA 50707; Parcel ID # 891325259002 Page 45 of 378 EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of , 2024, by and among the CITY OF WATERLOO, IOWA ("City"), GEARHART MOORE HOLDINGS, LLC or its permitted assignee ("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property (the "Property"), described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area within the City and within the Rath Urban Renewal and Redevelopment Plan Area, including the construction of certain improvements as described in the Development Agreement (the "Minimum Improvements") on the Property (the "Project"); and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the Property and the Minimum Improvements to be constructed thereon by Company pursuant to the Development Agreement, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the Minimum Improvements which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Minimum Improvements by Company, the minimum actual value which shall be fixed for assessment purposes for the Property and Minimum Improvements to be constructed thereon by Company as a part of the Project shall not be less than$1,335,410.00 (the "Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Minimum Improvements will be substantially completed by the date set forth in the Development Agreement, and in any case if the Minimum Improvements are not substantially completed by December 31, 2025 the parties agree to execute an amendment to this Agreement that will extend the date specified in Section 2 below. Page 46 of 378 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, 2055. The Minimum Actual Value shall be maintained during such period regardless of: (a) any failure to complete the Minimum Improvements; (b) destruction of all or any portion of the Minimum Improvements; (c) diminution in value of the Property or the Minimum Improvements; or (d) any other circumstance, whether known or unknown and whether now existing or hereafter occurring. 3. Company shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property and the Minimum Improvements pursuant to the provisions of this Agreement and the Development Agreement. Such tax payments shall be made without regard to any loss, complete or partial, to the Property or the Minimum Improvements, any interruption in, or discontinuance of, the use, occupancy, ownership or operation of the Property or the Minimum improvements by Company or any other matter or thing which for any reason interferes with, prevents or renders burdensome the use or occupancy of the Property or the Minimum Improvements. 4. Company agrees that its obligation to make the tax payments required hereby, to pay the other sums provided for herein, and to perform and observe its other agreements contained in this Agreement shall be absolute and unconditional obligations of Company (not limited to the statutory remedies for unpaid taxes) and that Company shall not be entitled to any abatement or diminution thereof, or set off therefrom, nor to any early termination of this Agreement for any reason whatsoever. 5. Nothing herein shall be deemed to waive the Company's rights under Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. Nothing herein shall limit the discretion of the Assessor to assign at any time an actual value to the land and Minimum Improvements in excess of the Minimum Actual Value. 6. Company agrees that during the term of this Agreement it will not: (a) seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute relating to the taxation of property contained as a part of the Property or the Minimum Improvements determined by any tax official to be applicable to the Property or the Minimum Improvements, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; or (b) seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real property, including improvements and fixtures thereon, contained in the Property or the Minimum Improvements; or 2 Page 47 of 378 (c) request the Assessor to reduce the Minimum Actual Value; or (d) appeal to the board of review of the city, county, state or to the Director of Revenue of the State of Iowa to reduce the Minimum Actual Value; or (e) cause a reduction in the Minimum Actual Value through any other proceedings. 7. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 8. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 9. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 10. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. IN WITNESS WHEREOF, the parties have executed this Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above. [signatures on next page] 3 Page 48 of 378 CITY OF WATERLOO, IOWA GEARHART MOORE HOLDINGS, LLC By: By: Quentin Hart, Mayor Charles Moore, its Manager By: Kelley Felchle, City Clerk STATE OF IOWA COUNTY OF BLACK HAWK On this day of , 2024, before me, a Notary Public in and for the State of Iowa, personally appeared Quentin Hart and Kelley Felchle, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said municipal corporation, and that said instrument was signed and sealed on behalf of said municipal corporation by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. Notary Public 4 Page 49 of 378 STATE OF COLORADO DENVER COUNTY Subscribed and sworn to before me on March JS Moore as Manager of Gearhart Moore Holdings, LLC. ELIZABETH CLAVEL NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20194020964 MY COMMISSION EXPIRES 06/0412027 Notary Public 5 , 2024 by Charles Page 50 of 378 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the Minimum Improvements to be constructed and the market value assigned to the land upon which the Minimum Improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property described in the foregoing Minimum Assessment Agreement, certifies that the actual value assigned to that land and improvements upon completion shall not be less than One Million Three Hundred Thirty -Five Thousand Four Hundred Ten and 00/100 Dollars ($1,335,410.00) until termination of this Minimum Assessment Agreement pursuant to the terms hereof, subject to adjustment as provided in said agreement. STATE OF IOWA COUNTY OF BLACK HAWK ) ) ss. Assessor for Black Hawk County, Iowa Date Subscribed and sworn to before me on , 2024 by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. Notary Public Page 51 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution setting date of public hearing as April 15, 2024, for the sale and conveyance of approximately 93.7 acres of city -owned property to PWM Companies, LLC, in the amount of $1.00, including a Development Agreement, with a grant schedule for reimbursement of infrastructure improvements, located east of 4342 Ansborough Avenue at the southeast corner of the Ansborough Avenue and Highway 20 Interchange, for the construction of commercial buildings, rescinding Resolution 2023-658, and instruct the City Clerk to publish notice. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION Transmitted is a request to set the date of public hearing as April 15, 2024, for the sale and conveyance of approximately 93.7 acres of of city -owned property to PWM Companies, LLC, in the amount of $1.00, including a Development Agreement, with a grant schedule for reimbursement of infrastructure improvements, located east of 4342 Ansborough Avenue at the southeast corner of the Ansborough Avenue and Highway 20 Interchange, for the construction of commercial buildings, rescinding Resolution 2023-658, dated October 16, 2023, and instruct the City Clerk to publish notice. PWM Companies is planning the phased buildout of the South Waterloo Business Park, with the first phase being approximately 93.7 acres, which is outline in in a dashed black line in Exhibit B. The initial buildout will include the construction of street infrastructure. The agreement includes the option for the City to buyback an area for $1.00 as described in Exhibit C, plus any prorated share of any infrastructure cost paid by the developer. NEIGHBORHOOD IMPACT The area is zoned B-P Business Park and a site plan has been approved for the entire site (see attached). This zoning allows for commercial and compatible light industrial uses, and getting this land developed will have a positive impact upon the city by bringing more companies and employees to Waterloo. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION Page 53 of 378 COMMUNITY ENGAGEMENT METHODS The development plan has gone through the Planning and Zoning Commission and City Council. SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION The Southwest Quarter (SW 1/4) of the Northwest Quarter (NW 1/4) of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, except the west 33 feet thereof, and except Tracts A and B as described in LD Book 539 Page 982, and except Fee Tracts A and B as described in Document No. 2006-873, and except that part described in Document No. 2012-16922, all filed in the Black Hawk County Recorder's Office; and That part of the East Half (E 1/2) of the Northwest Quarter (NW 1/4) of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, lying southerly of US Highway No. 20 as described in LD Book 539 Page 996, and except that part conveyed to the State of Iowa in Doc. No. 2006-18278, all filed in the Black Hawk County Recorder's Office; and The Northwest Quarter (NW 1/4) of the Southwest Quarter (SW 1/4) of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, except the west 33 feet thereof, and except that part thereof described in Document No. 2012-16922, and except that part thereof described in Land Deeds Book 567 Page 633, and except that part thereof described in Land Deeds Book 569 Page 42, all filed in the Black Hawk County Recorder's Office; and The Northeast Quarter (NE 1/4) of the Southwest Quarter (SW 1/4) of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa; and The North Half (N 1/2) of the South Half (S 1/2) of the Southwest Quarter (SW 1/4) of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, except the West 385 feet thereof; and That part of the West Half (W 1/2) of the Northeast Quarter (NE 1/4) of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, described as beginning at the center of said section; thence North 0° 03' West 1033.5 feet along the west line of said Northeast Quarter; thence South 89° 191/2` West 920.5 feet; thence South 26° 56' West 508.5 feet; thence South 0° 541/2' West 561.8 feet to a point on the south line of said Northeast Quarter; thence South 89° 21'/2 ' West 680.4 feet along said south line to the point of beginning. Subject to easements, restrictions, covenants, ordinances, and limited access provisions of record and not of record. ATTACHMENTS 1. Development Agreement 2. Purchase Agreement for PWM from City Page 54 of 378 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of , 2024 by and between PWM Companies, LLC (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. This agreement is intended to amend and restate the development agreement approved and agreed by City and Company dated October 17t" 2023. B. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area known as the San Marnan Development Plan urban renewal area ("Urban Renewal Area"). C. Company is willing and able to finance and erect structures and related improvements on property located in the Urban Renewal Area and described or depicted as set forth on Exhibit "A-1" attached hereto (the "Property" or the "Project Property") and to finance and construct the installation of roads, related infrastructure, and other improvements and to plat and subdivide the Property. D. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal, and the City further believes that the project is in the vital and best interests of the City and that the project and such incentives are in accordance with the public purposes and provisions of applicable State and local laws and requirements under which the project has been undertaken and is being assisted. E. In view of the Company's investment in assembling and undertaking the Project (defined below) and its commitment to develop the Property, the {00529338} Page 55 of 378 City desires to provide certain incentives to encourage the Company to facilitate timely development of the Property. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property. Subject to the terms and conditions hereof, City shall convey the Property to Company as follows: A. Phase 1 Property. City shall convey that part of the Property legally described as set forth on Exhibit "A-2" attached hereto (the "Phase 1 Property") in its as -is condition for the sum of $1.00. Conveyance shall be by special warranty deed, free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the Property; and (c) restrictions imposed by the City zoning ordinances and other applicable law. City makes no representation or warranty as to the condition of the Property or its suitability for Company's purposes. Company is responsible to conduct its own due diligence and inspections. City shall convey the Phase 1 Property to the Company on or before , 2024, provided City shall have no duty to convey title to Company until Company delivers to City reasonable and satisfactory proof of financial ability to undertake and carry on the Street Improvements (defined below), which may take the form of a lending commitment letter. Company shall, at its own expense, prepare an updated abstract of title, or in lieu thereof Company may, at its own expense, obtain whatever form of title evidence it desires. City shall provide any title documents it has in its possession, including any abstracts, to assist in title review. If title is unmarketable or subject to matters not acceptable to Company, and if City does not remedy or remove such objectionable matters in timely fashion following written notice of such objections from Company, Company may terminate this Agreement without further obligation and return the abstract of title to City. B. Phase 2 Property. Following written request from Company, City shall convey to Company that part of the Property legally described as set forth on Exhibit "A-3" attached hereto (the "Phase 2 Property") in its as -is condition for the sum of $1.00, and on the same terms as set forth in paragraph A above with respect to the Phase 1 Property. Company shall not be eligible to request conveyance of the Phase 2 Property until the following conditions have been satisfied in the reasonable judgment of City: (1) Street Improvements within the Phase 1 Property area as depicted on Exhibit "B" attached hereto have been completed by Company and accepted by City, and (2) more than 48 acres of the Phase 1 Property are the subject of an approved agreement with City for project development or have been sold or leased to a third party unrelated to Company by common ownership or control for development under an agreement with City or have been sold with a contractual obligation for the purchaser to commence {00529338} 2 Page 56 of 378 construction on the parcel within 12 months and finish construction within 24 months. 2. Improvements by Company. Company shall construct, or cause to be constructed, all streets, sewers, utilities, and water lines on the Property in phases after acquisition of title to the respective portion of the Property, in accordance with plans to be submitted to City (all such street and infrastructure improvements and related site preparation, including, but not limited to, necessary grading, fill, and earth work for such street improvements, are referred to as the "Street Improvements"). Company shall provide all information requested by City that is reasonably necessary to verify that the Street Improvements were properly constructed and are eligible for acceptance. In addition to construction of the Street Improvements, Company shall plat and subdivide the Property into multiple lots for development by Company or by third parties and shall act with diligence to market said lots for sale and development, or develop the Property itself. Company agrees that the improvements shall be constructed in accordance with the terms of this Agreement, the San Marnan Development Plan, and all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. City may require that Company submit specific designs and site plans for City review and approval. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Property, the Street Improvements, and all site preparation and development -related work to make any of the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project." The parties anticipate that Company will undertake and complete Project activities on a phase - by -phase basis. 3. Development. It is the intention of the parties that the Project Property, also known as the South Waterloo Business Park, will be fully developed for approved office, commercial, and/or light industrial uses. Company or a third -party purchaser from Company shall construct on platted lots within the Project Property the improvements to be described in one or more separate development agreements between City and the project developer. For purposes of this Agreement, the party developing a project on the Project Property, whether Company or a third party, is referred to as a "Developer." No improvements may be constructed on any part of the Project Property without the prior written consent of City, which consent may take the form of a development agreement. A development agreement may provide for a schedule on which Project improvements are to be completed, a minimum assessed value for the improvements, Project incentives to be conditionally provided by City, and other terms and conditions. Any development Agreement or Project incentives between the City and a Developer as it relates to the Property shall limit the Developer to 50% of the tax increment financing or similar incentives available under law to a Developer. The remaining 50% shall be reserved for the Company. {00529338} 3 Page 57 of 378 City and Company shall work cooperatively in good faith in developing the business park design, including general layout, lot sizes, lot orientations, project layouts, and location of infrastructure. Company shall have the right to market and promote the Project Property, whether or not Company is titleholder of record of the Project Property in its entirety but said right shall lapse as to any portion of the Project Property for which City has demanded repurchase pursuant to Section 5.B below. All Developer improvements shall be constructed in accordance with the terms of the development agreement, if applicable, the Urban Renewal Plan, and all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. City may require that the Developer of a parcel submit specific building designs and site plans for City review and approval. Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. 4. Construction Plans. Company agrees that it will cause the Street Improvements to be constructed on the Property in conformance with construction plans (the "Plans") that will be submitted to the City before construction. Company agrees that the scope and scale of the Street Improvements to be constructed shall not be significantly less than the scope and scale of such improvements as detailed and outlined in the Plans. If any material modification in the scope, scale or nature of the Plans is proposed, Company shall submit Modified Plans (the "Modified Plans") to the City for review. Modified Plans shall be subject to approval by the City as provided in this Section. City shall approve the Modified Plans in writing if: (a) the Modified Plans conform to the terms and conditions of this Agreement; (b) the Modified Plans conform to the terms and conditions of the urban renewal plan; (c) the Modified Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations and City permit and design review requirements; (d) the Modified Plans are adequate for purposes of this Agreement to provide for the construction of the Street Improvements, and (e) no Event of Default under the terms of this Agreement has occurred; provided, however, that any such approval of the Plans or Modified Plans pursuant to this Section shall constitute approval for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver by the City with respect to any building, fire, zoning or other ordinances or regulations of the City. The Modified Plans must be rejected in writing by City within thirty (30) days of submission or shall be deemed to have been approved by the City. If City rejects the Modified Plans in whole or in part, Company shall submit new or corrected Modified Plans within thirty (30) days after receipt by Company of written notification of the rejection, accomplished by a written statement of the City specifying the respects in which Company's Modified Plans fail to conform to the requirements of this Section. The provisions of this Section relating to approval, rejection and resubmission of corrected Modified Plans shall continue to apply until the Modified Plans have been approved by {00529338} 4 Page 58 of 378 the City; provided, however, that in any event Company shall submit Modified Plans which are approved by City prior to commencement of construction of the additional or modified Street Improvements. Approval of the Plans or Modified Plans by the City shall not relieve Company of any obligation to comply with the terms and provisions of this Agreement, or the provision of applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Plans or Modified Plans by City be deemed to constitute a waiver of any Event of Default. Approval of Plans or Modified Plans hereunder is solely for purposes of this Agreement and shall not constitute approval for any other City purpose nor subject the City to any liability for the Street Improvements as constructed. 5. Timeliness of Construction. The parties agree that Company's commitment to undertake the Project and to construct the Street Improvements in a timely manner constitutes a material inducement for the City to convey the Project Property to Company and that without said commitment City would not do so. A. Deadlines to commence and complete. To be eligible for the incentives provided by this Agreement, Company must Substantially Complete construction of all of the Street Improvements in the Phase 1 Property and must plat and subdivide the Phase 1 Property within twenty-four (24) months after City conveys the Phase 1 Property to Company (the "Completion Deadline"). For purposes of this Agreement, "Substantially Complete" means the date on which the Street Improvements have been completed to the extent necessary for the City to formally accept them by resolution adopted by the Waterloo City Council. If all Street Improvements are not accepted by City within thirty (30) months from the date of this Agreement, then the Payments provided for in Section 9 shall be suspended until acceptance of the Street Improvements. City will accept the Street Improvements only if (a) Company has posted a two-year maintenance bond with respect to the Street Improvements or (b) Company has already entered into an agreement for completion of improvements that provides for such a bond. Company's obligation to construct Street Improvements and to plat and subdivide the Project Property shall proceed on the same schedule as above with respect to the Phase 2 Property, except that the applicable timeline for such phase shall commence upon the date the City conveys the Phase 2 Property to Company. All deadlines are subject to Unavoidable Delays as defined in paragraph B below. The City's Community Planning and Development Director may, but shall not be required to, consent to an extension of time of up to six (6) months for the construction of any phase of the Improvements. Any additional or longer time extensions will require consent of the City Council. B. Events triggering termination and City's Repurchase Option. If Company does not Substantially Complete construction of the Street Improvements on the schedule stated above, subject to Unavoidable Delays, then City may terminate this Agreement as set forth in Section 20, and City shall then have no further obligation to Company under this Agreement, except as stated herein. If development has commenced within the required period, as the same {00529338} 5 Page 59 of 378 may be extended, and is subsequently stopped or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company (each an "Unavoidable Delay"), the requirement that construction be completed by the Completion Deadline shall be tolled for a period of time equal to the period of Unavoidable Delay. If City terminates this Agreement as provided in Section 20, City shall have no further obligations to Company under this Agreement except to reimburse Company for the documented costs actually incurred by Company related to the construction of the Street Improvements (the "Repurchase Price"), but City shall have no legal or equitable obligation to reimburse Company for any other costs expended by Company with respect to the Project or to compensate Company for any value added to the Project Property by any improvements. In connection with termination of the Agreement as set forth herein, City may repurchase the Project Property, or undeveloped parts thereof, in addition to exercising any other available remedies, as provided in attached Exhibit "C". If Company is in default only with respect to Phase 2 then only the Phase 2 Property shall be subject to repurchase. 6. Repurchase; Indemnity. In the event of a repurchase pursuant to Section 5, then Company agrees that it shall, at its own expense, promptly execute all documents, including but not limited to a special warranty deed, or take such other actions as the City may reasonably request to effectuate said repurchase and to deliver to City title to the Property or applicable portion thereof, free and clear of any lien, claim, charge, security interest, mortgage or encumbrance (collectively, "Liens") arising by or through Company. Concurrently with delivery of the deed, Company shall also deliver to City the abstract of title. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the Property conveyed back to City. Company further agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, or injury made, suffered, or incurred as a result of or in connection with the Project, or any Lien or Liens on or against the Property of any type or nature whatsoever that attaches to the Property by virtue of Company's ownership of same. If City files suit to enforce the terms of this Agreement and prevails in such suit, then Company shall be liable for all legal expenses, including but not limited to reasonable attorneys' fees, incurred by City. Company's duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 7. No Encumbrances; Limited Exception. Until the Street Improvements are Substantially Completed, Company agrees that it shall not create, incur, or suffer to exist any Liens on the Property, other than such mortgage or mortgages as may be reasonably necessary to finance Company's completion of the Street Improvements and of which Company notifies City before Company executes any such mortgage. Company may not mortgage the Property or any part thereof for any purpose except in connection with financing of the Street Improvements. {00529338} 6 Page 60 of 378 8. Utilities. Company, or its successors or assigns, will be responsible for extending, at its own expense, water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Project Property and for payment of any associated connection fees, provided, however, that City shall ensure installation of suitable gas infrastructure to at least one point of access at the Phase 1 Property boundary. 9. Valuation of Property and Establishment of Payments. For purposes of calculating Incremental Property Tax Revenues (as herein defined) under this Agreement and Section 403.19 of the Code of Iowa, the base valuation (the "Base Valuation") of the Property shall be the assessed taxable valuation of the Property as of January 1, 2024. For purposes of this Agreement, Incremental Property Tax Revenues are calculated by: (1) determining the consolidated property tax levy (city, county, school, etc.) then in effect with respect to taxation of the Property; (2) subtracting (a) the debt service levies of all taxing jurisdictions, (b) the school district instructional support and physical plant and equipment levies and (c) any other levies which may be exempted from such calculation by action of the Iowa General Assembly; (3) multiplying the resulting modified consolidated levy rate times any incremental growth in the taxable valuation of the Property, as shown on the property tax rolls of Black Hawk County, above and beyond the Base Valuation; and (4) deducting any property tax credits which shall be available with respect to the incremental valuation of the Property. Such amount shall be calculated annually and distributed to the Company as Payments as provided in Section 9. 10. Payments to Company. As an inducement for Company to undertake the Project, the City agrees to make as follows: A. In recognition of the Developer's obligations set out above, the City agrees to make economic development tax increment payments (the "Payments" and, individually each, a "Payment") to the Developer pursuant to Chapters 15A and 403 of the Code of Iowa, until the aggregate, total amount of the Payments made under this Agreement total the documented cost of constructing the Street Improvements, including Company's documented carrying costs with respect to the Street Improvements and it's loan therefor of an estimated $4,000,000 (the "Maximum Payment Total"). All Payments under this Agreement shall be subject to annual appropriation by the City Council. The Payments shall not constitute general obligations of the City but shall be made solely and only from Incremental Property Tax Revenues received by the City from the Black Hawk County Treasurer attributable to the taxable valuation of the Property. Each Payment shall not exceed an amount which represents the amount of Incremental Property Tax Revenues available to the City with respect to the Property during the six (6) months immediately preceding each Payment date. It is assumed that the new valuation from the Project will go on the property tax rolls as of January 1, 2025 and shall be adjusted each year thereafter. {00529338} 7 Page 61 of 378 Accordingly, the Payments will be made by the City on November 1st and May 1st of each fiscal year, beginning on November 1, 2026 and continuing until such date upon which total Payments equal to the Maximum Payment Total have been made. Such Payments shall be made provided that the tax installment was actually paid and Company has submitted proof of payment to City or has otherwise notified City of completed payment in a manner that is satisfactory to City. If such tax installment is not timely paid, the payment of the Payment amount that is to be paid to the Company shall paid by the City within thirty (30) days following the payment of the tax installment. The City may hereafter enter into development agreements with Developers of the Property or a portion thereof regarding minimum assessment agreements for improvements on the Property pursuant to a separate development agreements with City. Amounts payable to Developer shall be reduced or limited by any and all tax rebates that City is required to pay to the Company pursuant to the terms of any development agreement with Company. Further any Developer's maximum grant or payment from tax increment financing, or similar incentive shall be limited to 50% of the available amount of tax revenues available for such incentive for the Property. For purposes of illustration only, if an agreement between City and a Developer provides for rebatement of 50% of Incremental Property Tax Revenues for a period of five years for the construction of improvements on a portion of the Project Property, then the Company and Developer would each receive Payments equal to the remaining 50% Incremental Property Tax Revenues each year of such period related to such property. If an agreement between the City and a Developer provides for a rebatement of 25% of the Incremental Property Tax Revenues to a Developer for a period of 10 years, then the Company would receive Payments equal to 75% of the Incremental Property Tax Revenues for such property. No Payments or grant with respect to such Developer's improvements to a parcel of land for a Project shall be made to a Developer before a property tax Payment is first paid to the Company pursuant to this Agreement. B. Payments to Company are payable in respect of a given year only to the extent that general property taxes that are due and owing for such year have actually been paid. The City will make Payments semi-annually as provided above. The Company reserves the right to assign the semi-annual payments to a lender as an assignment of Payment payments. C. Each Payment is subject to annual appropriation by the City council each fiscal year. City has no obligation to make any payments to Company as contemplated under this Agreement until the City council annually appropriates the funds necessary to make such payments. The right of non -appropriation reserved to City in this paragraph is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to make future Payments shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which {00529338} 8 Page 62 of 378 appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no event of default by City shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the parties will negotiate in good faith how to continue development of the property. D. Notwithstanding the provisions set forth above, City shall have no obligation to make a Payment to Company if (i) at any time during the term hereof City fails to appropriate funds for payment; (ii) City's ability to collect Tax Increment is precluded by law or terminated by legislative changes to Iowa Code Chapter 403. Upon occurrence of any of the foregoing circumstances, City shall promptly forward notice of the same to Company. If the circumstances continue for a period during which two (2) annual Payments would otherwise have been paid to Company under the terms above, then City may terminate this Agreement, without penalty or other liability to City, by written notice to Company. 11. Rebates. In addition to any Payments, Company shall be entitled to receive property tax rebates ("Rebates") with respect to any development projects that are undertaken by Company, any Company affiliate, or any unaffiliated third party, on the terms and conditions set forth in a separate development agreement for each such project. All additional and separate development agreements will be subordinate to this Agreement. By way of illustration, if a development agreement with a Developer other than Company provides that the Developer gets Rebates or Payments over a 10 year period, with the first five years at 25%, then Company shall receive Rebates or Payments under that agreement at 75% for five years, followed by Rebates at 100% for an additional period of five years. All Rebates shall be as calculated in the development agreement, with reference to any minimum assessed value fixed by such agreement, payable on the schedule set forth in such agreement, and subject to any other terms, conditions or limitations set forth in such agreement, which terms, conditions and limitations shall continue to apply to any Rebates payable to Company after the period for payment of Rebates to the developer has ended. 12. City's Development Rights. In connection with any future development of an unimproved portion (a "Development Parcel") of the Project Property, arranged by or through City with a third party and without substantial involvement by Company, Company shall provide good -faith, timely and reasonable cooperation to City and will, subject to satisfaction of the conditions set forth in this section, convey the Development Parcel to the City for the sum of $1.00 plus the pro rata cost (based on acreage within such phase) of any Street Improvements that have occurred, by special warranty deed, substantially on the same terms as the City's conveyance of the Phase 1 Property pursuant to Section1. No more than twenty (20) acres of each phase of development, or no more than twenty-two percent (22%) of each phase will be eligible for repurchase by the City, {00529338} 9 Page 63 of 378 if the Company has commenced Street Improvements in such Phase. Closing on acquisition of the Development Property by the City must occur within 90 days of execution and delivery of a purchase agreement between Company and a developer. Any property purchased by the City shall be subject to the Payments provided herein to the Company. 13. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows with respect to each phase of Improvements: A. Company agrees that it will make no conveyance, lease or other transfer of the Project Property or any interest therein that would cause the Project Property or any part thereof to be classified as exempt from taxation or subject to centralized assessment or taxation by the State of Iowa. B. Company shall pay, or cause to be paid to the best of its ability, when due, all real property taxes and assessments payable with respect to any and all parts of the Project Property. Company agrees that (1) it will not seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute or regulation relating to the taxation of real property included within the Project Property that is determined by any tax official to be applicable to the Project Property or to Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings of any type or nature, including but not limited to delinquent tax proceedings, and (2) it will not seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real property included within the Project Property. C. Until the Street Improvements are substantially completed, Company shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to the actual progress of Company with respect to construction of the Street Improvements. D. Company will cooperate fully with City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with construction of the Street Improvements. E. Company agrees during construction of the Street Improvements to maintain, as applicable, builder's risk, property damage, and liability insurance coverages with respect to the Street Improvements in such amounts as are customarily carried by like organizations engaged in activities of comparable size and liability exposure, and shall provide evidence of such coverages to the City upon request. 14. Representations and Warranties of City. City hereby represents and warrants as follows: {00529338} 10 Page 64 of 378 A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 15. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. Company is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Company is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. C. Company has full right, title, and authority to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and each person who executes and delivers this Agreement and all documents to be delivered to City hereunder is and shall be authorized to do so on behalf of Company. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or bylaws of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. F. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. {00529338} 11 Page 65 of 378 16. Indemnification and Releases. A. Company hereby releases City, its elected officials, officers, employees, and agents (collectively, the "indemnified parties") from, covenants and agrees that the indemnified parties shall not be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about the Project Property arising after Company's acquisition of same. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the Project Property, due to any act of negligence or willful misconduct of any person, other than any act of gross negligence or willful misconduct on the part of any such indemnified party or its officers, employees or agents. B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified parties, now or forever, and further agrees to hold the indemnified parties harmless, from any claim, demand, suit, action or other proceedings or any type or nature whatsoever by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the acquisition and condition of the Project Property, or (3) any hazardous substance or environmental contamination located in or on the Project Property, but only to the extent such liability has not been previously transferred to and accepted by the City in writing or was determined to exist before the Company's acquisition of the Property. C. The provisions of this Section shall survive the expiration or termination of this Agreement. 17. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Project Property and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. 18. Assignment or Conveyance. To effectuate the parties' firm intention to develop the Project Property, any sale, conveyance, assignment or other transfer by Company of its interest in the Project Property to any other person or entity shall be subject to the terms of this Agreement. 19. Default. The following shall be "Events of Default" under this Agreement, and the term "Event of Default" shall mean any one or more of the following events that continues beyond any applicable cure periods: {00529338} 12 Page 66 of 378 A. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement; B. Transfer by Company of any interest (either directly or indirectly) in any part of the Project Property or this Agreement, without the prior written consent of City, except as expressly permitted by this Agreement; C. Failure by Company to pay, before delinquency, all ad valorem property taxes levied on or against any of the Project Property after City's conveyance of same to Company; D. Company (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to any part of the Project Property. E. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 20. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing beyond the applicable cure period, the City may terminate this Agreement. Before exercising such remedy, City shall give Company no less than 30 days' written notice to cure an Event of Default, provided that if the Event of Default cannot reasonably be cured within said time period, and Company is diligent pursuing the same, the Company shall not be in default and this Agreement shall not be terminated provided Company has give the City assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. {00529338} 13 Page 67 of 378 B. Default by City. Whenever any Event of Default in respect of City occurs and is continuing, Company may take such action against City to require it to specifically perform its obligations hereunder. Before exercising such remedy, Company shall give 30 days' written notice to City of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or if the Event of Default cannot reasonably be cured within 30 days and City shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. C. Remedies under this Agreement shall be cumulative and in addition to any other right or remedy given under this Agreement or existing at law or in equity or by statute. Waiver as to any particular default, or delay or omission in exercising any right or power accruing upon any default, shall not be construed as a waiver of any other or any subsequent default and shall not impair any such right or power. 21. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void as to any sale transaction between the parties that has not closed as of the date of termination. 22. Performance by City. Company acknowledges and agrees that all of the obligations of City under this Agreement shall be subject to, and performed by City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with City's lawful authority. All covenants, stipulations, promises, agreements and obligations of City contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City and not of any governing body member, officer, employee or agent of City in the individual capacity of such person. 23. No Third -Party Beneficiaries. No rights or privileges of any party hereto shall inure to the benefit of any contractor, subcontractor, material supplier, or any other person or entity, and no such contractor, subcontractor, material supplier, or other person or entity shall be deemed to be a third -party beneficiary of any of the provisions of this Agreement. 24. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: {00529338} 14 Page 68 of 378 (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at 760 Liberty Way, North Liberty, IA. 52317, Attention: Manager, Scott Wilson. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, or (iii) four (4) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid.. A party may change the address for giving notice by any method set forth in this Section. 25. Relationship of Parties. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 26. Conflicting Terms. In the event of any conflict between the terms of this Agreement and the Purchase Agreement, the terms of this Agreement shall prevail. 27. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 28. Severability; Reformation. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 29. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. {00529338} 15 Page 69 of 378 30. Interpretation. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that the parties hereto and their respective attorneys have contributed substantially and materially to the preparation of each and every provision of this Agreement. 31. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives, but shall not run with the land. 32. Counterparts. This Agreement may be executed in multiple counterparts, each of which, including counterparts signed electronically or signed counterparts delivered by facsimile or other electronic means, shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 33. Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 34. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA PWM COMPANIES, LLC By: By: Quentin M. Hart, Mayor Scott Wilson Chief Financial Officer Attest: Kelley Felchle, City Clerk {00529338} 16 Page 70 of 378 EXHIBIT "A-1" Legal Description of Project Property The Southwest Quarter (SW 1/4) of the Northwest Quarter (NW 1/4) of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, except the west 33 feet thereof, and except Tracts A and B as described in LD Book 539 Page 982, and except Fee Tracts A and B as described in Document No. 2006-873, and except that part described in Document No. 2012-16922, all filed in the Black Hawk County Recorder's Office; and That part of the East Half (E 1/2) of the Northwest Quarter (NW 1/4) of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, lying southerly of US Highway No. 20 as described in LD Book 539 Page 996, and except that part conveyed to the State of Iowa in Doc. No. 2006-18278, all filed in the Black Hawk County Recorder's Office; and The Northwest Quarter (NW 1/4) of the Southwest Quarter (SW 1/4) of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, except the west 33 feet thereof, and except that part thereof described in Document No. 2012-16922, and except that part thereof described in Land Deeds Book 567 Page 633, and except that part thereof described in Land Deeds Book 569 Page 42, all filed in the Black Hawk County Recorder's Office; and The Northeast Quarter (NE 1/4) of the Southwest Quarter (SW 1/4) of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa; and The North Half (N 1/2) of the South Half (S 1/2) of the Southwest Quarter (SW 1/4) of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, except the West 385 feet thereof; and That part of the West Half (W 1/2) of the Northeast Quarter (NE 1/4) of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, described as beginning at the center of said section; thence North 0° 03' West 1033.5 feet along the west line of said Northeast Quarter; thence South 89° 19'/2` West 920.5 feet; thence South 26° 56' West 508.5 feet; thence South 0° 541/2' West 561.8 feet to a point on the south line of said Northeast Quarter; thence South 89° 211/2 ' West 680.4 feet along said south line to the point of beginning. Subject to easements, restrictions, covenants, ordinances, and limited access provisions of record and not of record. {00529338} Page 71 of 378 EXHIBIT "A-2" Description of Phase 1 Property [Property to be described by survey or subdivision plat, consisting of approximately 93.7 acres, more or Tess.] {00529338} Page 72 of 378 EXHIBIT "A-3" Description of Phase 2 Property [Property to be described by survey or subdivision plat, consisting of approximately 90 acres, more or less.] {00529338} Page 73 of 378 EXHIBIT "B" Depiction of Project Property See attached. {00529338} Page 74 of 378 15 Acres +/- C2 Highway Commercial Zoning 2u23 Runaway CurSuuwun FUTURE snr Roan euuowc st olr • 20 Acres 1000'+/- depth 870' +/- frontage Zoning: PUD (M2) • • • ■ t■ FH I_ U..! —tom ■ • • • • ■ ■ • • R. — — ri �LbhG • ■ 6• B2 l� 'snuff a -II . af-u li la FE i--:V1 63 B.-1 DE714TICN _rraccR 01.zs;3s Phase Development Schedule: 1. Phase 1: 93.7 Acres +/- 2. Phase 2: 90 Acres +/- O 14 ▪ OPUS rn� w.viaevUr South Waterloo Business Park WATEF__CD. i.A D' 2K 40D' 800' PROJECT INFORMATION Total Site Area Fusion Site Area Proposed Site Area Regional Detention Site Detention Area Al Site Area Building Area A2 Site Area Building Area Ell Sim Area Building Area Ouldaor Storage B2 Site Area Building Area Our Swage B3 Sile Area Building Area Outdoor Storage 04 Site Area Outdoor Storage Cl Site Area Building Area Outdoor Storage C2 Site Area Building Area Outdoor Swage D1 Site Area Building Area E' She Area Building Area ± 183.7 Acres ± 73.9 Acres ± 109.6 Acres ± 12.3 Acres ± 471),90a SF ± 9.6 Acres ± 138,00D GSF ± 9.6 ages ± 138,00D GSF ± 5.2 Acres ± 20,00D GSF ± 1.7 Acres ± 5.2 Acres ± 10,00D GSF ± 2.7 Acres ± 5.2 Acres ± 5,OOt} GSF ±3.D Acres ± 5.2 Acres ± 4.2 Acres ± 8.6 Acres ± 57,0Ol GSF ± 2.1 Acres ± 8.6 Acres ± 57,0Ol GSF ± 2.2 Acres ± 26.6 Acres ± 296,00D GSF ± 2.2 Acres ± 5,00D GSF PARKING REQUIRED PER ZONING Industrial', Manufacturing: 1 stall per 2 empb ees en maximum shI t Warehousing: 1 stall per 2 employees regularly employed Offices: Under 5D,E JO SF: 1 stall per 300 GSF Over 5E,IXN SF: 1 stall per 4L'O GSF or 1 space for emery 2 employees on maximum shift SCREENING REQUIRED PER ZONNG 0 utdoo . sxrage may require screening such as a berm, fence, wall, or landscaping. Concept Master Plan 02'03.23 aac 75 of 378 EXHIBIT "C OFFER TO BUY FORM {00529338} 2 Page 76 of 378 FROM: TO: OFFER TO BUY AND ACCEPTANCE City of Waterloo, Iowa ("Buyer") PWM Companies, LLC, or assign ("Seller") Buyer hereby offers to buy, and the Seller by its acceptance agrees to sell, the real property situated in Waterloo, Black Hawk County, Iowa, legally described as in the abstract of title and being a part of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, consisting of acres, mil, and further described or delineated on an exhibit attached hereto, together with any easements and appurtenant servient estates, but subject to (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the Property; and (c) restrictions imposed by the City zoning ordinances and other applicable law (the "Property"), upon the following terms and conditions: 1. EARNEST MONEY AND PURCHASE PRICE. The Purchase Price shall be $1.00, plus the incurred and accrued carrying costs of the Seller related to Seller's ownership or development of the Property, and shall be due and payable in full at closing, to be delivered to Seller upon performance of Seller's obligations and satisfaction of Buyer's contingencies, if any. If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Agreement, then the earnest money shall be returned to Buyer. Any other release of earnest money shall require the written consent of both parties. 2. POSSESSION AND CLOSING. If Buyer timely performs all obligations, possession of the Property shall be delivered to Buyer at closing. Closing shall occur by , unless extended to a later date by the parties in writing, but in any event after the approval of title by Buyer and satisfaction or waiver of other contingencies. Buyer does not agree to take possession subject to the rights of non -owner occupants, if any, now in possession. 3. REAL ESTATE TAXES. Seller shall pay taxes prorated to the closing date and any unpaid real estate taxes payable in prior years. Buyer shall pay all subsequent real estate taxes. Unless otherwise provided in this Agreement, at closing Seller shall pay Buyer, or Buyer shall be given a credit for, taxes from the first day of July prior to possession to the date of possession based upon the last known actual net real estate taxes payable according to public records. However, if such taxes are based upon a partial assessment of the present property improvements or a changed tax classification as of the date of possession, such proration shall be based on the current levy rate, assessed value, legislative tax rollbacks and real estate tax exemptions that will actually be applicable as shown by the assessor's records on the closing date. 4. SPECIAL ASSESSMENTS. Seller shall pay at time of closing all installments of special assessments which are a lien on the Property as of closing, and all prior installments thereof. All charges for solid waste removal, sewage and maintenance that are attributable to Seller's possession, including those for which assessments arise after closing, shall be paid by Seller. Any preliminary or deficiency assessment which cannot be discharged by payment shall be paid by Seller through an escrow account with sufficient funds to pay such liens when payable, with any unused funds returned to Seller. Buyer shall pay all other special assessments or installments not payable by Seller. 5. RISK OF LOSS AND INSURANCE. Seller shall bear the risk of loss or damage to the Property prior to closing. Seller agrees to maintain existing insurance, and Buyer may purchase additional insurance. 6. FIXTURES. Omitted. 7. CONDITION OF PROPERTY. The Property as of the date of this Agreement will be preserved by the Seller in its present condition until possession. Except as expressly set forth in this Agreement, Seller sells the Property "AS IS" and makes no warranties, expressed or implied, as to the condition of the Property, its marketability, fitness for any particular use or purpose, or otherwise. Buyer is responsible to conduct its own investigations and inspections. {00529576} Page 77 of 378 8. ABSTRACT AND TITLE. Seller, at its expense, shall promptly obtain an abstract of title to the Property continued through the date of acceptance of this Agreement, and deliver it to Buyer's attorney for examination, or in lieu thereof Buyer may, at its own expense, obtain whatever form of title evidence it desires. It shall show marketable title in Seller in conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. The Seller shall make every reasonable effort to promptly perfect title. If closing is delayed due to Seller's inability to provide marketable title, this Agreement shall continue in force and effect until either party rescinds the Agreement after giving ten (10) days' written notice to the other party. The abstract shall become the property of Buyer when the Purchase Price is paid in full. Seller shall pay the costs of any additional abstracting and title work due to any act or omission of Seller, including transfers by or the death of Seller or its assignees. After all valid objections have been satisfied or provided for, Seller shall have no obligation to pay for further abstracting, excepting any made necessary by its own affairs. 9. SURVEY. If a survey is required under Iowa Code Chapter 354, or city or county ordinances, Buyer shall pay the costs thereof. Buyer may, at Buyer's expense prior to closing, have the Property surveyed and certified by a registered land surveyor. If the survey shows an encroachment on the Property or if any improvements located on the Property encroach on lands of others, the encroachments shall be treated as a title defect. 10. ENVIRONMENTAL MATTERS. Seller warrants to the best of its knowledge and belief that there are no abandoned wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks located on the Property, the Property does not contain levels of radon gas, asbestos, or urea - formaldehyde foam insulation which require remediation under current governmental standards, and Seller has done nothing to contaminate the Property with hazardous wastes or substances. Seller warrants that the property is not subject to any local, state, or federal judicial or administrative action, investigation or order, as the case may be, regarding wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks. If required by law, Seller shall also provide Buyer with a properly executed groundwater hazard statement showing no wells, solid waste disposal sites, hazardous wastes and underground storage tanks on the Property unless disclosed here: 11. DEED. Upon payment of the Purchase Price, Seller shall convey the Property to Buyer by special warranty deed, free and clear of all liens, restrictions, and encumbrances except as provided in this Agreement. General warranties of the title shall extend to the time of delivery of the deed excepting liens and encumbrances suffered or permitted by Buyer. 12. USE OF PURCHASE PRICE. At time of settlement, funds of the Purchase Price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others. 13. REMEDIES OF THE PARTIES. A. If Buyer fail to timely perform this Agreement, Seller may forfeit it as provided in the Iowa Code (Chapter 656), and all payments made shall be forfeited; or, at Seller's option, upon thirty days written notice of intention to accelerate the payment of the entire balance because of Buyer's default (during which thirty days the default is not corrected), Seller may declare the entire balance immediately due and payable. Thereafter this Agreement may be foreclosed in equity and the Court may appoint a receiver. B. If Seller fails to timely perform this Agreement, Buyer has the right to have all payments made returned to it, or Buyer may require specific performance by Seller. A. Buyer and Seller are also entitled to utilize any and all other remedies or actions at law or in equity available to them, and the prevailing parties shall also be entitled to obtain judgment for costs and attorney fees. {00529576} 2 Page 78 of 378 14. NOTICE. Any notice under this Agreement shall be in writing and be deemed served when it is delivered by personal delivery or mailed by certified mail, addressed to the parties at the addresses given below. 15. GENERAL PROVISIONS. In the performance of each part of this Agreement, time shall be of the essence. Failure to promptly assert rights herein shall not, however, be a waiver of such rights or a waiver of any existing or subsequent default. This Agreement shall apply to and bind the successors in interest of the parties. This Agreement shall survive the closing. This Agreement contains the entire agreement of the parties and shall not be amended except by a written instrument duly signed by Seller and Buyer. Paragraph headings are for convenience of reference and shall not limit or affect the meaning of this Agreement. Words and phrases herein shall be construed as in the singular or plural number, and as masculine, feminine or neuter gender according to the context. 16. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or broker in connection with this transaction. Buyer is advised that members of the Seller are licensed real estate agents and/or brokers. No commission will be paid as a result of this transaction. 17. FOREIGN PERSON STATUS (FIRPTA, Foreign Investment in Real Property Tax Act). Seller represents that it is not a foreign person as defined in Internal Revenue Code § 1445 and any related regulations. At closing, Buyer will have no duty to collect withholding taxes for Seller pursuant to FIRPTA. 18. ADDITIONAL PROVISIONS. (a) Special contingencies to effectiveness of Agreement. Notwithstanding any signatures below by representatives of Buyer, this Agreement is expressly subject to approval by the city council of Buyer. (b) Buyer and Seller are parties to a certain development agreement with respect to the Property and agree that Buyer's purchase and use of the Property shall be subject to the terms and conditions of said agreement. 19. ENTIRE AGREEMENT. Except as stated in paragraph 18(b), this Agreement represents the entire agreement between the parties, superseding all prior or contemporaneous understandings, negotiations, discussions, or agreements between the parties with respect to the subject matter hereof. 20. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. Dated Accepted by Seller on BUYER SELLER City of Waterloo, Iowa PWM Companies, LLC (or assignee identified below) By: By: Mayor Title: Attest: Assignee: City Clerk {00529576} 3 Page 79 of 378 OFFER TO BUY AND ACCEPTANCE TO: City of Waterloo, Iowa ("Seller") FROM: PWM Companies, LLC, or assign ("Buyer") Buyer hereby offers to buy, and the Seller by its acceptance agrees to sell, the real property situated in Waterloo, Black Hawk County, Iowa, legally described as in the abstract of title and being a part of Section 9, Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, consisting of acres, m/1, and further described or delineated on an exhibit attached hereto, together with any easements and appurtenant servient estates, but subject to (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the Property; and (c) restrictions imposed by the City zoning ordinances and other applicable law (the "Property"), upon the following terms and conditions: 1. EARNEST MONEY AND PURCHASE PRICE. The Purchase Price shall be $1.00, due and payable in full at closing, to be delivered to Seller upon performance of Seller's obligations and satisfaction of Buyer's contingencies, if any. If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Agreement, then the earnest money shall be returned to Buyer. Any other release of earnest money shall require the written consent of both parties. 2. POSSESSION AND CLOSING. If Buyer timely performs all obligations, possession of the Property shall be delivered to Buyer at closing. Closing shall occur by , unless extended to a later date by the parties in writing, but in any event after the approval of title by Buyer and satisfaction or waiver of other contingencies. Buyer does not agree to take possession subject to the rights of non -owner occupants, if any, now in possession. 3. REAL ESTATE TAXES. Seller shall pay taxes prorated to the closing date and any unpaid real estate taxes payable in prior years. Buyer shall pay all subsequent real estate taxes. Unless otherwise provided in this Agreement, at closing Seller shall pay Buyer, or Buyer shall be given a credit for, taxes from the first day of July prior to possession to the date of possession based upon the last known actual net real estate taxes payable according to public records. However, if such taxes are based upon a partial assessment of the present property improvements or a changed tax classification as of the date of possession, such proration shall be based on the current levy rate, assessed value, legislative tax rollbacks and real estate tax exemptions that will actually be applicable as shown by the assessor's records on the closing date. 4. SPECIAL ASSESSMENTS. Seller shall pay at time of closing all installments of special assessments which are a lien on the Property as of closing, and all prior installments thereof. All charges for solid waste removal, sewage and maintenance that are attributable to Seller's possession, including those for which assessments arise after closing, shall be paid by Seller. Any preliminary or deficiency assessment which cannot be discharged by payment shall be paid by Seller through an escrow account with sufficient funds to pay such liens when payable, with any unused funds returned to Seller. Buyer shall pay all other special assessments or installments not payable by Seller. 5. RISK OF LOSS AND INSURANCE. Seller shall bear the risk of loss or damage to the Property prior to closing. Seller agrees to maintain existing insurance, and Buyer may purchase additional insurance. 6. FIXTURES. Omitted. 7. CONDITION OF PROPERTY. The Property as of the date of this Agreement will be preserved by the Seller in its present condition until possession. Except as expressly set forth in this Agreement, Seller sells the Property "AS IS" and makes no warranties, expressed or implied, as to the condition of the Property, its marketability, fitness for any particular use or purpose, or otherwise. Buyer is responsible to conduct its own investigations and inspections. {00529556} Page 80 of 378 8. ABSTRACT AND TITLE. Seller, at its expense, shall promptly obtain an abstract of title to the Property continued through the date of acceptance of this Agreement, and deliver it to Buyer's attorney for examination, or in lieu thereof Buyer may, at its own expense, obtain whatever form of title evidence it desires. It shall show marketable title in Seller in conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. The Seller shall make every reasonable effort to promptly perfect title. If closing is delayed due to Seller's inability to provide marketable title, this Agreement shall continue in force and effect until either party rescinds the Agreement after giving ten (10) days' written notice to the other party. The abstract shall become the property of Buyer when the Purchase Price is paid in full. Seller shall pay the costs of any additional abstracting and title work due to any act or omission of Seller, including transfers by or the death of Seller or its assignees. After all valid objections have been satisfied or provided for, Seller shall have no obligation to pay for further abstracting, excepting any made necessary by its own affairs. 9. SURVEY. If a survey is required under Iowa Code Chapter 354, or city or county ordinances, Buyer shall pay the costs thereof. Buyer may, at Buyer's expense prior to closing, have the Property surveyed and certified by a registered land surveyor. If the survey shows an encroachment on the Property or if any improvements located on the Property encroach on lands of others, the encroachments shall be treated as a title defect. 10. ENVIRONMENTAL MATTERS. Seller warrants to the best of its knowledge and belief that there are no abandoned wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks located on the Property, the Property does not contain levels of radon gas, asbestos, or urea - formaldehyde foam insulation which require remediation under current governmental standards, and Seller has done nothing to contaminate the Property with hazardous wastes or substances. Seller warrants that the property is not subject to any local, state, or federal judicial or administrative action, investigation or order, as the case may be, regarding wells, solid waste disposal sites, hazardous wastes or substances, or underground storage tanks. If required by law, Seller shall also provide Buyer with a properly executed groundwater hazard statement showing no wells, solid waste disposal sites, hazardous wastes and underground storage tanks on the Property unless disclosed here: 11. DEED. Upon payment of the Purchase Price, Seller shall convey the Property to Buyer by special warranty deed, free and clear of all liens, restrictions, and encumbrances except as provided in this Agreement. General warranties of the title shall extend to the time of delivery of the deed excepting liens and encumbrances suffered or permitted by Buyer. 12. USE OF PURCHASE PRICE. At time of settlement, funds of the Purchase Price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others. 13. REMEDIES OF THE PARTIES. A. If Buyer fail to timely perform this Agreement, Seller may forfeit it as provided in the Iowa Code (Chapter 656), and all payments made shall be forfeited; or, at Seller's option, upon thirty days written notice of intention to accelerate the payment of the entire balance because of Buyer's default (during which thirty days the default is not corrected), Seller may declare the entire balance immediately due and payable. Thereafter this Agreement may be foreclosed in equity and the Court may appoint a receiver. B. If Seller fails to timely perform this Agreement, Buyer has the right to have all payments made returned to it, or Buyer may require specific performance by Seller. A. Buyer and Seller are also entitled to utilize any and all other remedies or actions at law or in equity available to them, and the prevailing parties shall also be entitled to obtain judgment for costs and attorney fees. {00529556} 2 Page 81 of 378 14. NOTICE. Any notice under this Agreement shall be in writing and be deemed served when it is delivered by personal delivery or mailed by certified mail, addressed to the parties at the addresses given below. 15. GENERAL PROVISIONS. In the performance of each part of this Agreement, time shall be of the essence. Failure to promptly assert rights herein shall not, however, be a waiver of such rights or a waiver of any existing or subsequent default. This Agreement shall apply to and bind the successors in interest of the parties. This Agreement shall survive the closing. This Agreement contains the entire agreement of the parties and shall not be amended except by a written instrument duly signed by Seller and Buyer. Paragraph headings are for convenience of reference and shall not limit or affect the meaning of this Agreement. Words and phrases herein shall be construed as in the singular or plural number, and as masculine, feminine or neuter gender according to the context. 16. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or broker in connection with this transaction. Seller is advised that members of the Buyer are licensed real estate agents and/or brokers. No commission will be paid as a result of this transaction. 17. FOREIGN PERSON STATUS (FIRPTA, Foreign Investment in Real Property Tax Act). Seller represents that it is not a foreign person as defined in Internal Revenue Code § 1445 and any related regulations. At closing, Buyer will have no duty to collect withholding taxes for Seller pursuant to FIRPTA. 18. ADDITIONAL PROVISIONS. (a) Special contingencies to effectiveness of Agreement. Notwithstanding any signatures below by representatives of Seller, this Agreement is expressly subject to approval by the city council of Seller. (b) Buyer and Seller are parties to a certain development agreement with respect to the Property and agree that Buyer's purchase and use of the Property shall be subject to the terms and conditions of said agreement. (c) Seller shall provide a service line to the Property for water, sewer and gas by December 31, 2024. This obligation shall survive Closing. 19. ENTIRE AGREEMENT. Except as stated in paragraph 18(b), this Agreement represents the entire agreement between the parties, superseding all prior or contemporaneous understandings, negotiations, discussions, or agreements between the parties with respect to the subject matter hereof. 20. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. Dated Accepted by Seller on SELLER BUYER City of Waterloo, Iowa PWM Companies, LLC (or assignee identified below) By: By: Mayor Title: Attest: Assignee: City Clerk {00529556} 3 Page 82 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution setting date of public hearing as May 6, 2024, to approve proposed repairs, in conjunction with the FY 2025 Sidewalk Inspection and Repair Program — Zone 4, and approve a request to send out notification to property owners of proposed sidewalk repairs and estimate of costs, and instruct the City Clerk to publish notice. RECOMMENDED COUNCIL ACTION I request that Council authorize the Engineering Department to notify the property owners of the necessary sidewalk repairs. I also request that Council set May 6, 2024 as the date for a public hearing on the proposed repairs, for discussion on errors and omissions but not costs, and instruct the City Clerk to publish said notice. SUMMARY STATEMENT AND BACKGROUND INFORMATION City staff has completed the sidewalk inspection for Zone 4 and calculated the estimated repair costs for each affected property and are ready to notify property owners. Included in this notice will be an estimate of the repair cost, if included in an assessment program. This year's inspected area is Zone 4 and is bounded by: West Mullan Avenue - Cedar River - West 18th Street - Williston Avenue - West 6th Street - West Mullan Avenue. NEIGHBORHOOD IMPACT Under Waterloo ordinance section 7-2A, property owners will be allowed 64 days from the date of notice to voluntarily repair their walk. Property owners, or their designated contractors, will be allowed to obtain sidewalk permits during that period. The final day to obtain a permit will be Friday, June 28, 2024. All sidewalk repair construction will be required to be completed by Friday, July 12, 2024. Any unrepaired sidewalk remaining would then be included in an assessment program. The assessment program will be prepared immediately following period with construction let as soon as possible thereafter. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Page 83 of 378 Property Owner Assessments ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS None Page 84 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving preliminary plans, specifications, form of contract, etc., setting date of bid opening as April 18, 2024, and date of public hearing as May 6, 2024, in conjunction with the FY 2025 Levee Rip Rap Spraying Project, Contract No. 1104, and instruct the City Clerk to publish notice. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS None Page 85 of 378 Page 86 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving award of bid to Aspro, Inc., of Waterloo, Iowa, in the amount of $3,819,933.40, approving the contract, bonds, and certificate of insurance, in conjunction with the FY 2024 Asphalt Overlay Program, Contract No. 1099, and authorizing the Mayor and City Clerk to execute said documents. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 87 of 378 1. Bid Tab FY 2024 Asphalt Overlay Program, Contract No. 1099 Page 88 of 378 FY 2024 Asphalt Overlay Program, Contract No. 1099 Bid Tab: March 14, 2024 Engineer's Estimate: $4,300,000.00 Bidder Bid Security Bid Amount Aspro, Inc. Waterloo, IA 5% $3,819,933.40 Page 89 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving an application from the City of Waterloo, Iowa, to the Black Hawk Metropolitan Planning Organization, for a Carbon Reduction Program funding grant for the North Elk Run Road Widening project. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. CRP N ELK RUN ROAD Resolution Page 90 of 378 Page 91 of 378 A RESOLUTION OF THE CITY OF WATERLOO, IOWA, APPROVING AN APPLICATION TO THE BLACK HAWK COUNTY METROPOLITAN PLANNING ORGANIZATION (MPO) FOR CARBON REDUCTION PROGRAM FUNDING FOR THE NORTH ELK RUN ROAD WIDENING PROJECT AND DIRECTING EXECUTION OF SAID APPLICATION BY THE CITY OF WATERLOO. WHEREAS, the City of Waterloo, Iowa, is a full member in good standing of the Black Hawk County Metropolitan Planning Organization (MPO); and WHEREAS, the MPO provides Carbon Reduction Program funds, on a competitive basis, for eligible projects to reduce transportation emissions, defined as carbon dioxide (CO2) emissions from on -road highway sources; and WHEREAS, it is in the best interest of the City of Waterloo, Iowa, to avail itself of financial assistance through the Carbon Reduction Program as administered by the Black Hawk County MPO. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA, AS FOLLOWS: 1) The Carbon Reduction Program application for the North Elk Run Road Widening project is hereby approved and endorsed by the Waterloo City Council. 2) The improvements provided for in this application will be dedicated to public use and adequately maintained by the City of Waterloo, Iowa. 3) The City of Waterloo, Iowa, assures the Black Hawk County Metropolitan Planning Organization that funds for the local match have been or will be committed to the Carbon Reduction Program project. 4) The City Engineer is hereby designated as the official representative of the City of Waterloo, Iowa, and is further hereby directed and authorized to affix their signature to said application on behalf of the City Council. PASSED AND ADOPTED THIS 1st day of April, 2024. ATTEST: Kelley Felchle, City Clerk Quentin Hart, Mayor Page 92 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Mohammad Elahi, Traffic Operations Director Traffic Operations Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving submission of an application to the Black Hawk County Metropolitan Area Transportation Policy Board for Surface Transportation Block Grant Program Funding Grant application, in the amount of $1,702,458.00, in conjunction with the Ridgeway Avenue and Hammond Avenue Intersection Roundabout Project. RECOMMENDED COUNCIL ACTION Approve Resolution SUMMARY STATEMENT AND BACKGROUND INFORMATION Intersection experiences accidents and congestion. A roundabout will help this intersection. NEIGHBORHOOD IMPACT Improved quality of life due to reduction in noise and air pollutants. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES State & fedral funds ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 93 of 378 None Page 94 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving submission of the Iowa Grade Crossing Surface Repair Fund application, along with the Iowa Northern Railway, to the Iowa Department of Transportation, in conjunction with the 11th Street Railroad Crossing Surface Repair Project, with the City being responsible for the cost of traffic control and twenty -percent of the construction cost, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION Page 95 of 378 ATTACHMENTS None Page 96 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Rudy Jones, Community Development Director Community Development Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving a grant award with HUD, Office of Lead Hazard Control and Healthy Homes, in the amount of $1,999,991.00, in conjunction with Community Development, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. 2024 HH Grant Award Page 97 of 378 Page 98 of 378 Assistance Award/Amendment U.S. Department of Housing and Urban Development Office of Administration 1. Assistance instrument ❑ Cooperative Agreement 2. Type of Action ® Award L -.1 Amendment 4 Grant 3. Instrument Number IAHHP0131-24 4. Amendment Number 5. Effective Date of this Action See Block #20 6. Control Number 7. Name and Address of Recipient City of Waterloo 620 Mulberry Street Waterloo, IA 50703 8. HUD Administering Office HUD, Office of Lead Hazard Control and Healthy Homes 451 Seventh Street, SW Room 8236 Washington, DC 20410 8a. Name of Administrator Chebria Trimble 8b. Telephone Number Chebria.Trimble(a7hud.gov 10. Recipient Project Manager 9. HUD Government Technical Representative Damian. Slater; damianislaughter@hud.gov hud.gov 11. Assistance Arrangement ® Cost Reimbursement ❑ Cost Sharing ❑ Fixed Price 12. Payment ❑ Treasury ❑ Advance Method Check Reimbursement Check Clearinghouse 13. HUD Payment Office U.S. Dept. of HUD CFO Accounting Center, 6AF 801 Cherry St., Unit #45 Ste. 2500 Fort Worth, TX 76102 W. Automated 14. Assistance Amount Previous HUD Amount $0.00 HUD Amount this action $1,999,991.00 Total HUD Amount $1,999,991.00 Recipient Amount $0.00 Total Instrument Amount S1,999,991.00 15. HUD Accounting and Appropriation Data 8623/250174 23LRHH/LRHH1- $1,999,991.00 Amount Previously Obligated Obligation by this action Total Obligation 15b. Reservation number HHP-08 $0.00 $1,999,991.00 S1,999,991.00 16. Description Employer Identification: 42-6005327 UEI: QFUU V.I8Q TDN3 Program: HHI This instrument sets forth the agreement between the parties as to all terms and conditions and provisions herein. By signing this award document, the Grantee certifies that it is in compliance with all administrative and financial provisions of this award. This grant instrument consists of the following, some of which are incorporated by reference: 1. Cover Page, HUD 1044 2. FY 2023 Terms and Conditions 3. Statement of Work/Work Plan/Benchmark Standards 4. Grantee's financial and technical proposal 5. Mutually agreed and negotiated proposal changes 6. Abstract of grant activities 7. Lead Hazard Control Program Policy Guidance Issuances "PGI-2015-01- Clarification of Costs for LARD and LBPHC Grant Programs" 8. TITLE 2: GRANTS AND AGREEMENTS - PART 200-UNIFORM ADMINISTRATIVE REQUIREMENTS COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS https:l/www.ecfr.aov/currentltitle-2/part-200 9. Notice of Grant Opportunity announced in GRANTS.GOV FR-6700-N-44 Posted date: 11/07/23 Period of Performance: April 15, 2024 to October 15, 2027 months - 42 months 17. ❑ Recipient is required to sign and return three (3) copies of this document to the HUD Administering Office 18. J. Recipient is not required to sign this document. 9. Recipient (By Name) 20. HUD (By Name) Valerie Holzherr, Grant Officer Signature & Title Date (mm/ddlyyyy Signature & Title VALERIE Ei HOLZHERR ;, Date (mm/dd/yyyy) form HUD-1044 (8/90) Page 99 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Motion to approve Change Order No. 11 with ITG Communications, LLC, of Hendersonville, Tennessee, for a net increase of $72,112.07, in conjunction with the FY 2023 Construction of a Fiber - to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 100 of 378 1. CR 2024-0011 Waterloo Broadband Change Order Request Page 101 of 378 Change Order Request Change Order CITY OF ENTRUST kJ �TERLOO SOLUTIONS GROUP Communit liesign/Engineering fO Mage//an y Opportunity Will Be Subject To The Withholdings and Release Set Forth In The Contract Sections 6.2(f)(i) and (n) (Change Order Cost: $72,112.07 Retainage No Change Order Name: CR-2024-0011 Construction Contractor Name (Attn) ITG • - 2/21/2024 Magellan Project Manager: Michael Regan PM Broadband Implementation Requested By: Client/Owner Client/Owner (Attn) City of Waterloo/Waterloo Fiber Magellan Sign -Off Gene Allred Director of Construction Description of Change (include location) The following Change Order has been created to account for labor & material to temporarily add connectivity to the South Front Networks (SFN) Data Center (203 W 13th St.) from the City's Fuel Pump Facility (Black Hawk St. between W 1l th St. & W 12th St.). This Scope of Work (SOW) was not part of the original design. NOTE: Waterloo Fiber will be handling the SOW for the interconnect between the City's backbone and Fire Station 6. Reason for Change Waterloo Fiber (WF) requested to add connectivity to the South Front Networks (SFN) Data Center for internet redundancy back to Fire Station 6 as the other phases of the project are constructed. WF has approval to utilize the City's existing backbone network and is working on an agreement with the City (Mohammad Elahi). WF also has approval to connect to SFN and is working with Jay Hanke on agreement. Waterloo Fiber will be handling the SOW for the interconnect between the City's existing backbone and Fire Station 6. Material Submittals/ Specifications Labor & material pricing are net new costs to the project and has been provided by ITG, approved by Waterloo Fiber. NOTE: ITG labor fee for tracer wire below is $0, only charging for the material. Page 102 of 378 Itemized Breakdown of Work Location Description Work Order # Labor qua. - Underground - Buried Labor Directional Bore (0) 1", (1) 2", (0)1.25"-->[LF] 300 $ 11.95 $ 3,585.00 Directional Bore (1)1", (1) 2", (0)1.25"-->[LF] 735 $ 13.75 $ 10,106.25 Directional Bore (1)1", (2) 2", (0)1.25"-->[LF] 482 $ 15.85 $ 7,639.70 Directional Bore (1)1", (1) 2", (2)1.25"-->[LF] 661 $ 18.15 $ 11,997.15 Directional Bore (0)1", (1) 2", (2)1.25"-->[LF] 84 $ 15.85 $ 1,331.40 Install Muletape in New Conduit -->[FT] 5,630 $ 0.25 $ 1,407.50 Install #12 AWG Insulated Tracer Wire-->[LF] 1,816 $ - $ - Install 5/8"x8' Copper Clad Ground Rod -->[EA] 13 $ 52.00 $ 676.00 Install 3.5" Dia PVC Round Marker Posts with Orange Dome Top with Test Station -->[EA] 2 $ 65.00 $ 130.00 Installation, Underground Fiber Cable - Including Slack (Regular Loose Tube Fiber)-->[LF] 2,489 $ 1.20 $ 2,986.80 Installation, Small Vault, 13" x 24" (Composite) -->[EA] 6 $ 150.00 $ 900.00 Installation, Vault 24" x 36"-->[EA] 7 $ 240.00 $ 1,680.00 Installation, Large Vault 30" x 48"-->[EA] 2 $ 420.00 $ 840.00 Installation, Extra Large Vault 33" x 60"-->[EA] 2 $ 540.00 $ 1,080.00 Sawcut, Remove and Replace Asphalt 6" Thick -->[SqrFt] 22 $ 28.00 $ 616.00 Sawcut, Remove and Replace Concrete 6" Thick-->[SgrFt] 22 $ 32.00 $ 704.00 Sawcut, Remove and Replace Asphalt 8" Thick -->[SqrFt] 22 $ 30.00 $ 660.00 Sawcut, Remove and Replace Concrete 8" Thick-->[SgrFt] 22 $ 33.00 $ 726.00 Sawcut, Remove and Replace Asphalt 10" Thick -->[SqrFt] 22 $ 31.00 $ 682.00 Sawcut, Remove and Replace Concrete 10" Thick-->[SgrFt] 22 $ 34.00 $ 748.00 Splicing Labor Install New Splice Case & Prep Cable -->[EA] 2 $ 200.00 $ 400.00 Splicing, Fusion, Single Fiber -->[EA] 24 $ 25.00 $ 600.00 Splicing Fusion, Single fiber Pigtail at panel -->[EA] 24 $ 25.00 $ 600.00 Testing, OTDR, Bi-Directional, Power Meter Testing -->[EA] 12 $ 1.25 $ 15.00 Patch Panels and Cabinets Labor Install rack mounted patch panel (Any Size) and tails -->[EA] 2 $ 115.00 $ 230.00 General Labor Pull fiber through building -->[FT] 100 $ 2.15 $ 215.00 Install 2" Electric Metal Tubing (EMT)-->[LF] 2 $ 7.32 $ 14.64 4" Core Bore -->[EA] 1 $ 225.00 $ 225.00 2" Building Riser with LB - Up to 10'-->[EA] 1 $ 112.00 $ 112.00 Install Nema Enclosure -->[EA] 1 $ 55.00 $ 55.00 CR Labor Subtotal $ 50,962.4 Fiber Material 24 CT Fiber Cable -->[FT] 2,489 $ 0.40 $ 995.60 Underground Material 1" HDPE Roll Conduit, Orange - SDR 11-->[FT] 1,878 $ 0.38 $ 713.64 1.25" HDPE Roll Conduit, Orange - SDR 11-->[FT] 1,490 $ 0.48 $ 715.20 2" HDPE Roll Conduit, Orange - SDR 11-->[FT] 2,744 $ 1.00 $ 2,744.00 Mule Tape -->[FT] 5,630 $ 0.04 $ 225.20 #12 AWG Solid Thhn Insulated Tracer Wire -->[FT] 1,816 $ 0.11 $ 199.76 5/8"x8' Copper Clad Ground Rod -->[EA] 13 $ 16.24 $ 211.12 Small Vault, 13" x 24" - Composite -->[EA] 6 $ 339.52 $ 2,037.12 Vault, 24" x 36"-->[EA] 7 $ 699.76 $ 4,898.32 Large Vault, 30" x 48"-->[EA] 2 $ 1,046.77 $ 2,093.54 Extra Large Vault 33" x 60" (Split Lid) -->[EA] 2 $ 2,270.43 $ 4,540.86 3.5" Dia PVC Round Locate Posts with Orange "Top Hat", 8 ft. in length with shorting straps -->[EA] 2 $ 31.55 $ 63.10 Closures Material FOSC 450 D Closure -->[EA] 2 $ 336.06 $ 672.12 D Size splice Tray -->[EA] 2 $ 25.91 $ 51.82 Slack Basket for D-Gel Closure -->[EA] 1 $ 22.13 $ 22.13 Patch Panels and Cabinets Material 12 port rack mount panel -->[EA] 2 $ 226.29 $ 452.58 NEMA Enclosure -->[EA] 1 $ 513.52 $ 513.52 *** CR Materials Subtotal $ TOTAL CR COST 72,112.07 Page 103 of 378 Approvals Magellan Sign -Off Print Name / Title: Signature: Date: Gene Allred Director of Construction ?'a.At,e, ,A illztZ Contractor Manager (not needed for design change requests) Print Name / Title: Signature: Date: Bryan Siebenberg Vice President of Operations .roP 3'4;2.ee.it,6eAff- 3/8/24 Client/Owner (Attn) Print Name / Title: Signature: Date: **End** Page 104 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Greg Ahlhelm, Building Offical Building Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Motion to approve Change Order No. 1 with Peters Construction Corporation, of Waterloo, Iowa, for a net increase of $6,038.00, in conjunction with the Waterloo Convention Center Restroom Renovation Project, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION Install new metal stud framing, drywall, paint, and reinstall ceiling grid due to a previous pipe leak. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. Change Order No. 1 - WCC - Restroom Reno Page 105 of 378 Page 106 of 378 •AlA Document G7O1 - 2017 Change Order PROJECT: (Name and address) 5 Sullivan Brothers Convention Center - Restroom Renovation 233 W 4th Street Waterloo, IA 50701 OWNER: (Name and address) City of Waterloo 715 Mulberry Street Waterloo, IA 50703 CONTRACT INFORMATION: Contract For: General Construction Date: ARCHITECT: (Name and address) I&S Group, Inc. (ISG) 314 East 4th Street Waterloo, IA 50703 CHANGE ORDER INFORMATION: Change Order Number: 001 Date: March 8,2024 CONTRACTOR: (Name and address) Peters Construction Corporation 901 Black Hawk Road Waterloo, LA 50701 THE CONTRACT IS CHANGED AS FOLLOWS: (Insert a detailed description of the change and, if applicable, attach or reference specific exhibits. Also include agreed upon adjustments attributable to executed Construction Change Directives.) Previous pipe leak in upstairs dressing room walls that have caused mold on the existing hallway wall and metal stud framing. Would remove the existing ceiling, remove mold, demo existing drywall and framing. Install new metal stud framing, drywall, paint, and reinstall exisiting ceiling grid ADD $6,038.00 The original Contract Sum was The net change by previously authorized Change Orders The Contract Sum prior to this Change Order was The Contract Sum will be increased by this Change Order in the amount of The new Contract Stun including this Change Order will be The Contract Time will be unchanged by Zero (0) days. The new date of Substantial Completion will be unchanged # 995,697.00 $ 0.00 $ 995,697.00 # 6,038.00 # 1,001,735.00 NOTE: This Change Order does not include adjustments to the Contract Sum or Guaranteed Maximum Price, or the Contract Time, that have been authorized by Construction Change Directive until the cost and time have been agreed upon by both the Owner and Contractor, in which ease a Change Order is executed to supersede the Construction Change Directive. NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER. I&S Group, Inc. (ISG) ARCHITECT (Firm name) SIGNATURE Nathan Compton, Architect PRINTED NAME AND TITLE March 8, 2024 DATE Peters Construction Corporation City of Waterloo CONTRACTOR (Firm name) OWNER (Firm name) SIGNATURE SIGNATURE Bradley Best, President PRINTED NAME AND TITLE DATE PRINTED NAME AND TITLE DATE AIA Document G701 — 2017. Copyright ® 1979, 1987, 2000 , 2001 and 2017. All rights reserved. 'The American Institute of Architects,' 'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This dacument was produced at 10:11:45 ET on 03/18/2024 under Order No.3104238596 which expires on 05/15/2024. la not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e•mall doclnfo@aiacontracts.com. User Notes: 3B9ADA45 Page 107 of 378 1 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Randy Bennett, Public Works Division Manager Waste Management Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Motion approving the appointment of Kyle Frost from the current Civil Service List to the position of Sewer Maintenance Worker in the Waste Management Services Department, effective April 2, 2024, pending pre -employment physical and drug testing. RECOMMENDED COUNCIL ACTION Approve appointment of Kyle Frost SUMMARY STATEMENT AND BACKGROUND INFORMATION This position is vacant, the Personnel Requisition Committee approved filling this position. The civil Service commission approved the Civil Service list on 12-22-23 NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Sewer Funds ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 108 of 378 1. SEWER MAINTENANCE WORKER CS LIST (exp 12.24) 2. Sewer Maintenace Worker Job Desc 2023 3. Sewer Maintenace Worker Questions 4. SEWER MAINTENANCE WORKER- 3.2024 Page 109 of 378 CITY OF %VfATERLOO IOWA Community of Opportunity December 22, 2023 TO: Honorable Mayor & City Council 715 Mulberry St, Waterloo, IA 50703 9 Phone: (319) 291-4303 L. Fax: (319) 291-4569 CITYOFWATERLOOIOWA.COM We, the members of the Civil Service Commission, certify the following list of applicants, who are eligible based upon the examination process as set forth by the Civil Service Commission for the appointment to the position of Sewer Maintenance Worker for the City of Waterloo, Iowa WMS. This list shall be used to fill any vacancy in the Sewer Maintenance Worker classification from December 22, 2023 — December 22, 2024. Respectfully submitted, CERTIFIED LIST Tyler Weber Kyle Frost David Weber 966eri 'I 2&h 01/03/2024 10'50 AM EST Dr. Bev Smith Date Dr. Robert Welch Date 'YYl A 3/A ne Kurtenbach s'icx i1 12/29/2023 01 30 PM EST Marianne Kurtnebach Date age CITY OF %V64TERLOO IOWA fDmmunily of C, • CIVIL SERVICE NOTICE CITY OF WATERIA)O, IOWA OPEN EXAMINATION DEPARTMENT SALARY FLSA CIVIL SERVICE BARGAINING UNIT WASTE MANAGEMENT SERVICES $29.46 HOURLY WITH $1.00 INCREASE AFTER 6 MONTH PROBATION INCLUDED CONSTRUCTION & PUBLIC EMPLOYEES LiUNA Local #177 GENERAL STATEMENT OF DUTIES Performs maintenance, repair and construction of municipal storm and sanitary wastewater collection systems. The work is performed under the general direction of the Collection Systems Foreman and Collection Systems/Maintenance Supervisor. May perform basic foreman duties In absence of Collection Systems Foreman. EXAMPLES OF ESSENTIAL FUNCTIONS (Illustrative only) These functions are considered essential for successful performance in this job classification. 1. Performs routine preventive maintenance on storm and sanitary wastewater collection systems including the repair and construction of catch basins, manholes and related structures. 2. Cleans and unclogs sewer lines and catch basins and rebuilds catch basins and manholes. 3. Lays sanitary and storm sewer tile and raises and lowers manholes. 4. Operates hydro -flusher, combination sewer cleaning unit, bucket machine, air compressor, cement mixer, portable pumps, backhoe, crawler, excavator, large and small trucks. 5. Enters and works in confined spaces to check lines or perform maintenance. 6. Uses hand tools, makes hose and pipe connections, operates jackhammer, shovels material into concrete mixer, hauls cement and other materials with wheelbarrow, operates manual gate openers, cleans debris from catch basins, loads sand, gravel, cold mix or other materials, pulls ropes to start gas engines, uses pick and shovel to pry, move, load and unload manhole covers, casings and other heavy items. 7. Performs general maintenance activities such as snow removal, building and equipment repair. 8. Operates television equipment used to inspect new and existing sewers. 9. Sets up, monitors and operates portable flood pumps during flood emergencies. 10. Completes daily work sheets. 11. Operates heavy duty and rough -riding vehicles and equipment. Page 111 of 378 12. Lifts and carries items weighing up to one hundred pounds with assistance as needed. 13. Works outside in all weather conditions; works near moving vehicles and equipment and around mechanical and electrical hazards; operates equipment and tools that cause vibration; noise level is loud; atmosphere may contain dust, infectious wastes, toxic and explosive gases or unfavorable natural ventilation; visibility might be poor and mobility limited. 14. Responds to citizen complaints, questions and requests for service. 15. Performs work of a repetitive nature and varied workload pace. 16. Works independently and with others with minimum supervision. 17. Attends work regularly at the designated place and time. 18. Performs all work duties and activities in accordance with City policies, procedures and OSHA, City and Waste Management Services safety rules and regulations. 19. Performs all other related duties as assigned. REQUIRED KNOWLEDGE & ABILITIES 1. General knowledge of the use of a wide variety of hand tools; ability to read and follow simple blueprints. 2. Knowledge of occupational hazards and safety precautions necessary in the maintenance of sanitary and storm sewer systems. 3. Ability to limit exposures to infectious waste, toxic and explosive gases. 4. Ability to complete daily work sheets. S. Ability to complete assigned work projects without direct supervision. 6. Ability to respond to questions and comments from the public tactfully and politely. 7. Ability to communicate effectively and maintain working relationships with coworkers, supervisors and the public. 8. Ability to work with people from a broad variety of social, economic, racial, ethnic and educational backgrounds. ACCEPTABLE EXPERIENCE & TRAINING 1. High school graduate/GED. 2. Minimum two years of experience in sewer maintenance construction, plumbing or other heavy construction in all types of weather. OR Any equivalent combination of training and experience that provides the knowledge, skills and abilities necessary to perform the essential functions of the position. 3. Required to possess or obtain an Iowa Class A Commercial Drivers' License (COL) with air brake and tanker endorsements within 6 months of employment. Good driving record based on City of Waterloo driver performance criteria. A candidate with any of the following will not be considered for employment: loss of license for any reason during the period of candidacy for employment, if the candidate remains without a valid, current license for the position when the City issues an offer of employment; loss of license, plea of guilty, plea of no contest or its equivalent or conviction for OWI, reckless driving or other major moving violation within the previous five years; four or more citations for moving violations within the previous three-year period, excluding speeding violations of 10 mph or less aver the posted speed limit; three or more citations for moving violations within the previous one-year period. After appointment to the position, disciplinary action or continuing employment status may be reviewed for the following: four or more moving violations within the previous three years, three or more moving violations within the previous one year or loss of license or conviction Page 112 of 378 for OWI, reckless driving or other major moving violation within the previous five years; two or more at -fault accidents within a three-year period while driving on City business; three or more at -fault within a three-year period. 4. Must be trained regarding Permit Required Confined Space Program after beginning employment. ESSENTIAL PHYSICAL ABILITIES The following physical abilities are required with or without accommodation. 1. 5ufficient strength to perform assigned tasks. 2. Sufficient physical and mental stamina to work twelve hour or double shifts during flood emergencies. 3. Sufficient speech and hearing that permits the employee to communicate effectively with coworkers, supervisors and the public in person, over the telephone and over a radio. 4. Sufficient personal mobility that permits the employee to operate vehicles and equipment safely in all types of weather and a variety of road conditions, enter and work in confined spaces with entry being as small as twenty-two inches, use ladders to climb up to thirty feet, visit work sites anywhere in Waterloo and meet with the public inside and outdoors. 5. Sufficient manual dexterity and grip/grasp ability to use hand tools such as pipe wrench, pick, shovel and rake, make hose and pipe connections, operate jackhammer, operate manual gate openers and pull ropes. 6. Sufficient vision to operate vehicles and equipment and use construction maintenance tools. MISCELLANEOUS 1. Must wear personal protective equipment including but not limited to safety shoes, safety glasses, safety vest, hearing protection, gloves and hardhat as job assignment requires. 2. Must wear standard uniform as supplied by City. 3. Must comply with City of Waterloo Residency Policy for Critical Employees (physically reside within thirty -mile radius of Waterloo City Hall -will be given reasonable compliance period as determined by department head). Must maintain a local telephone number in order to be contacted during emergencies. 4. Must submit to Department of Transportation requirements including pre -employment, post - accident, reasonable suspicion, random and return-to-duty/follow-up alcohol and drug testing. 5. The City of Waterloo reserves the right to conduct a background investigation including employment, education, driving and criminal history checks on any applicant being considered for this position. 6. Must submit to and pass Civil Service examination procedures including a panel interview. 7. Must submit to and pass pre -employment physical and drug test. Failure to pass these tests will result in withdrawal of employment offer. WORK SCHEDULE Scheduled shift is generally 7:00 a.m.-3:00 p.m. Monday -Friday with a 20-minute paid lunch break. During flood emergencies, may transition to 12-hour shifts. Subject to emergency call during flood or other severe weather conditions. Rotates call with other Sewer Maintenance Workers about every ninth week. Page 113 of 378 Employees hired in this iob classification may be cross -utilized in other City departments in emergency and non -emergency situations as determined by the workload. Consequently, hours of work, including starting and ending times, work schedule, rest periods, work duties etc, will vary dependlnft on the department to which the employee is assigned. EXAMINATION INFORMATION All qualified candidates who apply by the deadline date will be required to appear before an interview panel consisting of a minimum of three people who have expertise in the areas being tested. An individual must receive a minimum average score of sixty points out of one hundred to achieve a passing score on the interview. The top applicants, as ranked by their scores on the interview, will be the individuals placed on the certified list. Applicants who qualify as outlined and are full time regular employees of the City of Waterloo shall have one additional point per full year of employment up to a maximum of five points added to their final score. Honorably discharged men and women from the military or naval forces of the United States who qualify per provisions of Chapter 35 of the Code of Iowa and who are citizens and residents of the United States shall have five additional points added to their final score upon submission of their DD214 or ten points added if they were awarded a Purple Heart or have a service connected disability. Employment is contingent on possession of a good driving record based on City of Waterloo driver performance criteria and passing a post job offer physical and drug test. EXAMINATION DATE All qualified candidates who apply by the deadline date will be notified of the time, place and date of the oral examination. SEWER MAINTENANCE WORKER 2023 A.AJE.E.O. Minority, female & disabled individuals are encouraged to apply. Page 114 of 378 PERSONNEL REQUISITION Sewer Maintenance Worker The following questions are provided as guidelines to assist you in developing your rational for the position of Sewer Maintenance Worker in the WMS Department. Depending upon your situation, some questions may or may not apply. Please provide written responses to these questions as part of your preparation for meeting with the Mayor. (1) What are the key job responsibilities of this position? Perform maintenance on storm and sanitary sewer such as cleaning and repairing manholes and catch basins, clearing obstructions in sewers, operating flushers and excavation equipment, televising sewer lines, and assisting in flood control emergency operations. (2) Can the job responsibilities of this position be assigned to other employees within the department? If no, why not? The department has operators in similar classifications; however a reduced number of operators will directly impact the ability to provide timely citizen services. (3) How is the work of this position being accomplished now? Reduced number of operators equals reduced tasks that can be accomplished. (4) Are the filled positions in your department currently being utilized to their maximum potential? Yes. We are currently down two individuals that perform these duties. (5) How would filling this position meet the needs of your department or the City on either a short-term basis (if temporary position) or a long-term basis (if a regular position)? This position is necessary for the department to meet the departmental objectives, i.e., cleaning and inspection goals, infrastructure repairs and replacement, providing on -call service to residents, televising sewers, cleaning and maintained waterways per our NPDES permit, and emergency flood fighting operations. (6) What cost savings or revenues, if any, would your department or the City realize if this position is filled? No cost savings or increased revenues would be realized by this position. Position is directly related to providing citizen services in a timely manner. (7) If you are paying overtime or comp time within your department to accomplish this work now, how much overtime or comp time has been paid out or earned that is directly attributable to this position and over what period of time? The department pays overtime only as necessary. Less will be accomplished on a daily basis until the position is filled. Page 115 of 378 (8) How has the work load or demands of your department changed in comparison to your staffing levels over the past three fiscal years? Provide statistics if possible. The department workload is multi -faceted, citizen complaints, annual preventive cleaning, inspection, maintenance, and storm water ordinance compliance. (9) If this position is not filled, what affect will it have on your department? What work will not get done? What costs will you incur? Please be as specific as possible. Should these positions go unfilled, we will have not have the personnel resources to complete the demands and service expectations that the citizens have come to expect. Less sewer maintenance workers means fewer miles of sewer cleaned and televised, fewer catch basins repaired, fewer waterways cleaned, and less equipment staged and available to handle flood emergencies. (10) How do you cover the responsibilities for this position whenever the incumbent is out on vacation? As any position, some jobs can't be completed with the timeliness expected of both the department and the customer. (11) Is it possible that the City could outsource this position to an outside agency? If so, what savings, if any, would the City realize as a result of this change? I don't believe it is practical to outsource the duties of a sewer maintenance worker. (12) How would you rank this position in terms of its contribution to City business in comparison with other positions reporting to you? Sewer maintenance ensures the operation of sanitary sewer for residents and commercial and industrial businesses throughout the City and has staff on call 24/7. The contribution of this position is critical to the overall objectives of the department. (13) How does this position impact the Goals and Objectives for the City adopted by the City Council? This position directly impacts the department's ability to develop a customer -centered service delivery approach. Note: Forward completed questionnaire to Human Resources Department with original copy of Personnel Requisition form. Page 116 of 378 PERSONNEL REQUISITION FORM Check as applicable: To start recruiting or civil service process and/or ® To fill a vacancy ® Active Civil Service List Expires: Dec 22 2024 A proposed job description and questionnaire must accompany this form at time of submission to Human Resources. Position Title: Sewer Maintenance Worker Department: Waste Management Services Reports To: Sewer Maintenance Foreman -Forrest Graves Work Location: 3505 Easton Ave Employment Status: ® Regular Full Time ❑ Temporary Full Time from 7:00 to 3:00 ❑ Regular Part Time ❑ Temporary Part Time from to ❑ Regular 7-Month ❑ Intern/Co-op Student from to Type of Position: Civil Service Position: Bargaining Position: Bargaining Group: 177 Non -bargaining Position: ® Yes ® Yes ❑ Yes ❑ No ❑ No No Recommended Recruitment Sources: ❑ Internal Posting Only ❑ Internal Posting and External Advertising Complete the following if the requisition is to fill a vacancy: ❑ New Position or Z Replacement Position for: Howard Brooks - Wastewater operator (Specify name andtitte of former incumbent) If replacement, former incumbent: Z Retired/Resigned/Terminated n Transferred ❑ Promoted Date incumbent terminated employment: 04/01/24 Date of final payout: Anticipated start date: 4/1/24 No. of hours/week: 40 Work schedule: 7=3 Justification of need for position: Need to fill to insure CMOM compliance, to train new employees, to meet response requirements for emergency services and fill shift needs for locating and potential flood control responsibilities. Due to the needs of the department we are transferring salary funds from operations to sewer maintenance to meet a urgent staffing need. What are the likely consequences if the position is not filled? Loss of all of the above to critical point. APPROVALS Annual salary requirements: $ 63,350.77 Hourly Rate: $ 30.46 Benefits $47.16hrly/$98,086.16 annualy (Payroll taxes, pension, health ins.- assuming family) Is position budgeted for this and future FYs? ® Yes ❑ No if no, how will position be funded? Approved subject to the following conditions: S mitting Diment H d 'v w 04 /O 03/14/2024 01:50 PM EDT 3/ 1 /2024 4 ' th SI LO 03/14/2024 01:30 PM EDT Date Mayor Date Lar c e I/ V W SisnEo 03/14/2024 01:42 PM EDT Chief Financial Officer Date Human Resources Director Date ku.1 Peu.ss 03/15/2024 09.37 AM EDT Human Resources Committee Chairperson Date Page 117 of 378 PERSONNEL REQUISITION Sewer Maintenance Worker The following questions are provided as guidelines to assist you in developing your rational for the position of Sewer Maintenance Worker in the WMS Department. Depending upon your situation, some questions may or may not apply. Please provide written responses to these questions as part of your preparation for meeting with the Mayor. (1) What are the key job responsibilities of this position? Perform maintenance on storm and sanitary sewer such as cleaning and repairing manholes and catch basins, clearing obstructions in sewers, operating flushers and excavation equipment, televising sewer lines, and assisting in flood control emergency operations. (2) Can the job responsibilities of this position be assigned to other employees within the department? If no, why not? The department has operators in similar classifications; however a reduced number of operators will directly impact the ability to provide timely citizen services. (3) How is the work of this position being accomplished now? Reduced number of operators equals reduced tasks that can be accomplished. (4) Are the filled positions in your department currently being utilized to their maximum potential? Yes. We are currently down two individuals that perform these duties. (5) How would filling this position meet the needs of your department or the City on either a short-term basis (if temporary position) or a long-term basis (if a regular position)? This position is necessary for the department to meet the departmental objectives, i.e., cleaning and inspection goals, infrastructure repairs and replacement, providing on -call service to residents, televising sewers, cleaning and maintained waterways per our NPDES permit, and emergency flood fighting operations. (6) What cost savings or revenues, if any, would your department or the City realize if this position is filled? No cost savings or increased revenues would be realized by this position. Position is directly related to providing citizen services in a timely manner. (7) If you are paying overtime or comp time within your department to accomplish this work now, how much overtime or comp time has been paid out or earned that is directly attributable to this position and over what period of time? The department pays overtime only as necessary. Less will be accomplished on a daily basis until the position is filled. Page 118 of 378 (8) How has the work load or demands of your department changed in comparison to your staffing levels over the past three fiscal years? Provide statistics if possible. The department workload is multi -faceted, citizen complaints, annual preventive cleaning, inspection, maintenance, and storm water ordinance compliance. (9) If this position is not filled, what affect will it have on your department? What work will not get done? What costs will you incur? Please be as specific as possible. Should these positions go unfilled, we will have not have the personnel resources to complete the demands and service expectations that the citizens have come to expect. Less sewer maintenance workers means fewer miles of sewer cleaned and televised, fewer catch basins repaired, fewer waterways cleaned, and less equipment staged and available to handle flood emergencies. (10) How do you cover the responsibilities for this position whenever the incumbent is out on vacation? As any position, some jobs can't be completed with the timeliness expected of both the department and the customer. (11) Is it possible that the City could outsource this position to an outside agency? If so, what savings, if any, would the City realize as a result of this change? I don't believe it is practical to outsource the duties of a sewer maintenance worker. (12) How would you rank this position in terms of its contribution to City business in comparison with other positions reporting to you? Sewer maintenance ensures the operation of sanitary sewer for residents and commercial and industrial businesses throughout the City and has staff on call 24/7. The contribution of this position is critical to the overall objectives of the department. (13) How does this position impact the Goals and Objectives for the City adopted by the City Council? This position directly impacts the department's ability to develop a customer -centered service delivery approach. Note: Forward completed- questi©nnai Department with original, copy of Person ► Human 12eso i Requisition Page 119 of 378 CITY OF ,„,,,ATERLOO Community of Qppwtunity DEPARTMENT Submit resume by going to www.cityofwaterlooiowa.com clicking on Career Opportunities, reviewing the position and following the directions to submit a resume. We will not _fled, faxed, hand -deliver or directly mailed We will accept applications until Friday November 10th at noon. WASTE MANAGEMENT SERVICES SALARY $29.46 HOURLY WITH $1.00 INCREASE AFTER 6 MONTH PROBATION FLSA NON-EXEMPT CIVIL SERVICE INCLUDED BARGAINING UNIT CONSTRUCTION & PUBLIC EMPLOYEES LiUNA Local #177 GENERAL STATEMENT OF DUTIES Performs maintenance, repair and construction of municipal storm and sanitary wastewater collection systems. The work is performed under the general direction of the Collection Systems Foreman and Collection Systems/Maintenance Supervisor. May perform basic foreman duties in absence of Collection Systems Foreman. EXAMPLES OF ESSENTIAL FUNCTIONS (Illustrative only) These functions are considered essential for successful performance in this job classification. 1. Performs routine preventive maintenance on storm and sanitary wastewater collection systems including the repair and construction of catch basins, manholes and related structures. 2. Cleans and unclogs sewer lines and catch basins and rebuilds catch basins and manholes. 3. Lays sanitary and storm sewer tile and raises and lowers manholes. 4. Operates hydro -flusher, combination sewer cleaning unit, bucket machine, air compressor, cement mixer, portable pumps, backhoe, crawler, excavator, large and small trucks. 5. Enters and works in confined spaces to check lines or perform maintenance. 6. Uses hand tools, makes hose and pipe connections, operates jackhammer, shovels material into concrete mixer, hauls cement and other materials with wheelbarrow, operates manual gate openers, cleans debris from catch basins, loads sand, gravel, cold mix or other materials, pulls ropes to start gas engines, uses pick and shovel to pry, move, load and unload manhole covers, casings and other heavy items. 7. Performs general maintenance activities such as snow removal, building and equipment repair. 8. Operates television equipment used to inspect new and existing sewers. 9. Sets up, monitors and operates portable flood pumps during flood emergencies. 10. Completes daily work sheets. 11. Operates heavy duty and rough -riding vehicles and equipment. Page 120 of 378 12. Lifts and carries items weighing up to one hundred pounds with assistance as needed. 13. Works outside in all weather conditions; works near moving vehicles and equipment and around mechanical and electrical hazards; operates equipment and tools that cause vibration; noise level is loud; atmosphere may contain dust, infectious wastes, toxic and explosive gases or unfavorable natural ventilation; visibility might be poor and mobility limited. 14. Responds to citizen complaints, questions and requests for service. 15. Performs work of a repetitive nature and varied workload pace. 16. Works independently and with others with minimum supervision. 17. Attends work regularly at the designated place and time. 18. Performs all work duties and activities in accordance with City policies, procedures and OSHA, City and Waste Management Services safety rules and regulations. 19. Performs all other related duties as assigned. REQUIRED KNOWLEDGE & ABILITIES 1. General knowledge of the use of a wide variety of hand tools; ability to read and follow simple blueprints. 2. Knowledge of occupational hazards and safety precautions necessary in the maintenance of sanitary and storm sewer systems. 3. Ability to limit exposures to infectious waste, toxic and explosive gases. 4. Ability to complete daily work sheets. 5. Ability to complete assigned work projects without direct supervision. 6. Ability to respond to questions and comments from the public tactfully and politely. 7. Ability to communicate effectively and maintain working relationships with coworkers, supervisors and the public. 8. Ability to work with people from a broad variety of social, economic, racial, ethnic and educational backgrounds. ACCEPTABLE EXPERIENCE & TRAINING 1. High school graduate/GED. 2. Minimum two years of experience in sewer maintenance construction, plumbing or other heavy construction in all types of weather. OR Any equivalent combination of training and experience that provides the knowledge, skills and abilities necessary to perform the essential functions of the position. 3. Required to possess or obtain an Iowa Class A Commercial Drivers' License (CDL) with air brake and tanker endorsements within 6 months of employment. Good driving record based on City of Waterloo driver performance criteria. A candidate with any of the following will not be considered for employment: loss of license for any reason during the period of candidacy for employment, if the candidate remains without a valid, current license for the position when the City issues an offer of employment; loss of license, plea of guilty, plea of no contest or its equivalent or conviction for OWI, reckless driving or other major moving violation within the previous five years; four or more citations for moving violations within the previous three-year period, excluding speeding violations of 10 mph or less over the posted speed limit; three or more citations for moving violations within the previous one-year period. After appointment to the position, disciplinary action or continuing employment status may be reviewed for the following: four or more moving violations within the previous three years, three or more moving violations within the previous one year or loss of license or conviction Page 121 of 378 for OWI, reckless driving or other major moving violation within the previous five years; two or more at -fault accidents within a three-year period while driving on City business; three or more at -fault within a three-year period. 4. Must be trained regarding Permit Required Confined Space Program after beginning employment. ESSENTIAL PHYSICAL ABILITIES The following physical abilities are required with or without accommodation. 1. Sufficient strength to perform assigned tasks. 2. Sufficient physical and mental stamina to work twelve hour or double shifts during flood emergencies. 3. Sufficient speech and hearing that permits the employee to communicate effectively with coworkers, supervisors and the public in person, over the telephone and over a radio. 4. Sufficient personal mobility that permits the employee to operate vehicles and equipment safely in all types of weather and a variety of road conditions, enter and work in confined spaces with entry being as small as twenty-two inches, use ladders to climb up to thirty feet, visit work sites anywhere in Waterloo and meet with the public inside and outdoors. 5. Sufficient manual dexterity and grip/grasp ability to use hand tools such as pipe wrench, pick, shovel and rake, make hose and pipe connections, operate jackhammer, operate manual gate openers and pull ropes. 6. Sufficient vision to operate vehicles and equipment and use construction maintenance tools. MISCELLANEOUS 1. Must wear personal protective equipment including but not limited to safety shoes, safety glasses, safety vest, hearing protection, gloves and hardhat as job assignment requires. 2. Must wear standard uniform as supplied by City. 3. Must comply with City of Waterloo Residency Policy for Critical Employees (physically reside within thirty -mile radius of Waterloo City Hall -will be given reasonable compliance period as determined by department head). Must maintain a local telephone number in order to be contacted during emergencies. 4. Must submit to Department of Transportation requirements including pre -employment, post - accident, reasonable suspicion, random and return-to-duty/follow-up alcohol and drug testing. 5. The City of Waterloo reserves the right to conduct a background investigation including employment, education, driving and criminal history checks on any applicant being considered for this position. 6. Must submit to and pass Civil Service examination procedures including a panel interview. 7. Must submit to and pass pre -employment physical and drug test. Failure to pass these tests will result in withdrawal of employment offer. WORK SCHEDULE Scheduled shift is generally 7:00 a.m.-3:00 p.m. Monday -Friday with a 20-minute paid lunch break. During flood emergencies, may transition to 12-hour shifts. Subject to emergency call during flood or other severe weather conditions. Rotates call with other Sewer Maintenance Workers about every ninth week. Page 122 of 378 Employees hired in this job classification may be cross -utilized in other City departments in emergency and non -emergency situations as determined by the workload. Consequently, hours of work, including starting and ending times, work schedule, rest periods, work duties etc. will vary depending on the department to which the employee is assigned. EXAMINATION INFORMATION All qualified candidates who apply by the deadline date will be required to appear before an interview panel consisting of a minimum of three people who have expertise in the areas being tested. An individual must receive a minimum average score of sixty points out of one hundred to achieve a passing score on the interview. The top applicants, as ranked by their scores on the interview, will be the individuals placed on the certified list. Applicants who qualify as outlined and are full time regular employees of the City of Waterloo shall have one additional point per full year of employment up to a maximum of five points added to their final score. Honorably discharged men and women from the armed forces of the United States who qualify per provisions of Chapter 35 of the Code of Iowa and who are citizens and residents of the United States shall have five additional points added to their final score upon submission of their DD214 or ten points added if they were awarded a Purple Heart or have a service connected disability. Employment is contingent on possession of a good driving record based on City of Waterloo driver performance criteria and passing a post job offer physical and drug test. EXAMINATION DATE All qualified candidates who apply by the deadline date will be notified of the time, place and date of the oral examination. SEWER MAINTENANCE WORKER 2023 A.A./E.E.O. Minority, female & disabled individuals are encouraged to apply. Page 123 of 378 CITY OF 1TERLOO IOWA Com unity of Opportunity December 22, 2023 TO: Honorable Mayor & City Council 715 Mulberry St, Waterloo, IA 50703 Phone: (319) 291-4303 Fax: (319) 291-4569 '' CITYOFWATERLOOIOWA.COM • We, the members of the Civil Service Commission, certify the following list of applicants, who are eligible based upon the examination process as set forth by the Civil Service Commission for the appointment to the position of Sewer Maintenance Worker for the City of Waterloo, Iowa WMS. This list shall be used to fill any vacancy in the Sewer Maintenance Worker classification from December 22, 2023 — December 22, 2024. Respectfully submitted, CERTIFIED LIST Tyler Weber Kyle Frost David Weber 166ere 'We(ch 01/03/2024 10 50 AM EST Dr. Bev Smith Date Dr. Robert Welch Date Thanavo te3&ach 12/29/2023 0130 PM EST Marianne Kurtnebach Date CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Lance Dunn, Human Resources Director Human Resources Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Communication from the Police Department on the notice of the conclusion of employment of Mitchell McGee, Police Officer, effective March 15, 2024, with recommendation of approval of payout of $16,982.38 for unused benefits. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. MCGEE PAYOUT 4-1-2024 Page 125 of 378 Page 126 of 378 CITY OF WATERLOO, IOWA CITY HALL 715 MULBERRY STREET 50703 To: City Council Members Re: Notice of Severance Department POLICE Today's Date: Effective Date: Employment Date: 3/1/2021 3/15/2024 3/15/2024 Job Title/Classification Police Officer This is to report that the employment of Mitchell McGee with the City of Waterloo has been severed by reason of: ❑ Retired Disability Related 2 No ❑ Yes 2 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 r Total Payout Vacation -Current 160.00 $35.35 $ 5,656.00 Vacation -Accrued 33.00 $35.35 $ 1,166.55 Usable Sick Leave 0.00 $35.35 (x) 25% $ - Personal Hours (comp) 329.50 $35.35 $ 11,647.83 Unscheduled Leave 20.00 $35.35 $ 707.00 Casual 0.00 $35.35 $ Other Pay ILEA pay back $35.35 $ (2,195.00) Tota Payment $ 16,982.38 Comments: Per WPPA contract McGee has not been certified for more than three years at the department. McGee owes 33% of Academy costs to the city as noted above. Certification date was 8/20/21. Approved by • r • Date Date 03-15-2024 03-15-2024 Human Resources Routing: Original to Human Resources by Department Human Resources will forward original to City Clerk (Copy in Personnel File) Clerk's Office will forward approved form to Department Council Agenda Date: 4/1/2024 KMW ❑ AS/400 Status/Accruals ❑ 1-9 Page 127 of 378 Resignation or Termination for EStreoious Conduct in the event Employee voluntarily resigns form the Waterloo Police Department or is terminated from the Academy for egregious conduct without having served as a certified police officer for at least three (3) years, Employee shall immediately reimburse City for the total training expenses Incurred in accordance with the following schedule. For purposes of this paragraph. egregious shall mean conduct that is any act of moral turpitude, or a crime classified as an aggravated misdemeanor or felony under the laws of the State of Iowa, or any conduct unbecoming a police office as defined in the General Orders of the Waterloo Police Department. a. If Employee resigns or is terminated as described above less than one (1) year following completion of approved training, one hundred percent (100%) of the total training expenses. b. If Employee resigns or is terminated as described above after one (1) year and up to two (2) years after certification, sixty-six point sixty-seven percent (66.67%) of the total training expenses. c. If Employee resigns or is terminated as described above after two (2) years and up to three (3) years after certification, thirty-three point thirty-three percent (33 33%) of the total training expenses, 2. No Reimbursement If Employee voluntarily terminates employment after the third (31 year, or at any time City involuntarily terminates employment, Employee shall not be responsible for any reimbursement for total training expenses. 3. Minimum Monthly Payment Payment of any training costs owed to City by Employee shall be made in consecutive monthly payments in accordance with the following schedule: a. At least one hundred dollars ($100,00) per month. b First payment shall be due thirty (30) days after Employee's date of termination and on the same date of each month thereafter until paid in full. c. In the event Employee desires to pay in full, the payment shall be made within sixty (60) days following the date of termination. d. Any delinquent payments shall accrue interest at the rate of 1.5% per month until satisfied in full. (cf-b6Y4•11i'vvlJ2E,1 r TLLE4 r� b�1�DDD) �4 t or(� 13 zc*-- 2)95-`2-' Page 128 of 378 INVOICE IOWA LAW ENFORCEMENT ACADEMY STATE FISCAL OFFICE BLDG 3465 ; D dr2) 7105 NW 70TH AVENUE ,� JOHNSTON, IA 50131-1824 BILL TO: WATERLOO POLICE DEPARTMENT 715 MULBERRY STREET WATERLOO, IA 50703 QTY 1- 3 3 INVOICE DATE: 05/28/21 INVOICE NUMBER: 318230 CUSTOMER ACCOUNT: WATERPD State Fiscal Year: 2021 Federal Fiscal. Year: 2021 DESCRIPTION 299th Basic Level 1 Training School Conducted By The Iowa Law Infoz'Cement Academy 05/03/2021 - 08/20/2021 For: Waterloo Police Department J. Hoisted, A. Frenz, M. McGee 919 Pltb?' I (00-(Mi Credits May Not Be Used On This Invoice UNIT PRICE 3325.00 3325.00 AMOUNT TOTAL 9975.0C 9975.00 19950.00 Make all checks payable to Iowa Law Enforcement Academy **Invoice QUESTIONS contact Accounts Receivable at 515-331-5778** DETACH AND INCLUDE BOTTOM PORTION WITH PAYMENT INCLUDE THIS PORTION WITH PAYMENT INVOICE NUMBER: 318230 Due Date: Customer Acct.: WATERPD *** ILEA - ACCOUNTING PURPOSES ONLY *** LINE. NO. FUND AGNCY UNIT SUB I REV UNIT 1 SOURCE AMOUNT 1. 2. 3. 4. 5. 6. 7. 008Y 467 8000 0690 19950.00 Audited By: #897 TOTAL:$ 19950.00 eaCbl Page 129 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Lance Dunn, Human Resources Director Human Resources Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Communication from the Waste Management Services Department on the notice of the conclusion of employment of Howard Brooks, Waste Water Operator, effective March 21, 2024, with recommendation of approval of payout of $1,827.60 for unused benefits. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. BROOKS PAYOUT 4-1-2024 Page 130 of 378 Page 131 of 378 CITY OF ktik,t1:0ATERLOO IOWA Community of Opportunity City Council Notice of Employment Severance Today's Date: 1/19/2024 Department: Waste Management Services Effective Date: 3/21/2024 Job Classification: Operaor Employment Date: 7/28/2010 Employee Name: Howard Brooks The employment with the named City of Waterloo employee has been severed by reason of: O Retired Disability Related ❑ No El Yes ❑ Resigned ❑ Termination ❑ Other In accordance with City Policy, it is requested to allow payment which consists of the following Benefits Vacation -Accrued Total Hours (x) Hourly Rate 60 $ 30 46 Payout $ 1,827 60 Vacation -Current Usable Sick Leave Casual Hours Comp Time Pay Unscheduled Leave Other Pay Comments Approved by Human Resources 25% Total Payment $ 1,827.60 Nacki. E( ch- Date Date 01/19/2024 Council Agenda Date: 4/1/2024 KMS Page 132 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE City Clerk Department April 1, 2024 AGENDA ITEM TITLE Exception to Burning Yard Waste Application by William Beck to burn invasive grass species on a former pasture located at 1994 Newell, between August 15 and October 15, 2024. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS None Page 133 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Rudy Jones, Community Development Director Community Development Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Motion to receive and file Community Development minutes of March 19, 2024. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. March 2024 Minutes Page 134 of 378 Community Development Meeting Minutes I. Ca11 to order Cody Leistikow called to order the regular meeting of the Community Development Board via zoom at 4:06 p.m. on Tuesday March 19th, 2024. Leistikow asked for an approval of the agenda for March 2024. It was moved by Weekley and seconded by Hummel to approve the agenda with corrections to both the spelling of Angela's last name and approval for correction to minutes from February meeting. Motion carried. II. Roll call Present: Acting Chairperson Cody Leistikow, Angela Weekley, Tina Hummel, Cam Campbell and William Frost (late) Members Absent: William Frost and Jessica Rucker Also Present: Rudy D. Jones, Community Development Director; Angie Fordyce, Community Development Coordinator, Jennifer Coon, Administrative Secretary; Tracey Southall, Housing Manager, and Stephanie Shavers, Neighborhood Services. III. Old Business: a) February Minutes: Cody Leistikow asked for a motion to approve the minutes for February 2024. It was moved by Weekley and seconded by Hummel to approve the minutes for February 2024. Motion carried b) Staff Updates: We are one department staff person away from full capacity in our Intake Specialist. It has narrowed to four people who will undergo further testing. After that, it is possible that second round interviews will be taken. Staff has several administrative projects going on including Lead training in March, with more training coming up in April and May. c) Ricker Street and Gable Street: Ricker street continues to progress into the sale of the home, and Gable has had some progress already on it. d) Other Project Update: 1. 228 Ricker: has all new doors and windows updated 2. 232 Ricker: the Sub has completed the repair to the garage Page 135 of 378 3. There are 4 properties on Ricker all in some form of work repair 4. 230 Gable: work has slowed down a bit 5. 233 Gable: across the street has been acquired and the write up for rehabilitation has been completed. 6. Two additional homes are in rehabilitation status. 7. Boys and Girls Club: they came in 300,000-$400,000 over budget. This shortfall means they are trying to make things work into that budget. We are waiting on their leadership to make some decisions. 8. St. Mary's: Planning for department bid progress for final approval in the coming weeks. 9. Emergency Contracts: We find it challenging situations sometimes as some bids come in high or we get no bids at all. New Business: e) Endorse Contracts 1st Quarter: Cody Leistikow asked for prepared contracts for the month. 13 projects were presented for contract approval with an additional 3 that hadn't yet been completed and without final totals. Motion was made to approve those only those contracts with monetary value attached to them by Hummel and seconded by Campbell. Motion carried. f) Neighborhood Services: Many things are going on with better weather. Shavers spoke of a meet and greet at All -In -Grocers, City View and Greenbrier neighborhoods are having active meetings, neighborhood cleanup is coming soon,Waterloo Fiber is making good progress through town. There will be a community garden in the coming months, whether personal or public, people can get trees, seeds and even have someone till ground for them. IV. Discussion Items: National Community Development Week: April 1-5, 2024. We continue to promote who we are and what we do. We plan to coordinate some promotions through the city and to speak of things like the trees offered, home energy credits to check for minimum heat loss and lowering maximum energy usage. Having environmental and public health conversations. Page 136 of 378 Meeting ended via zoom at 4:39 V. Minutes submitted by: Cody Leistikow VI. Minutes approved by: Board Page 137 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE City Clerk Department April 1, 2024 AGENDA ITEM TITLE Liquor Licenses a. Hometown Foods, 1010 E Mitchell Avenue, Class E Alcohol w/Sunday Sales (Renewal) Exp: 4/30/2025. b. Mughal, Inc., 735 Logan Avenue, Class E Alcohol w/Sunday Sales (Renewal) Exp: 4/23/2025. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 138 of 378 None Page 139 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Marty Petersen, City Attorney Code Enforcement Department AGENDA ITEM TITLE 2025-2026 Complaint mowing with complaint snow removal. RECOMMENDED COUNCIL ACTION MEETING DATE April 1, 2024 SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. 04.21.2024 Complaint Mowing with Complaint Snow removal Page 140 of 378 2025 -2026 COMPLAINT MOWING WITH COMPLAINT SNOW REMOVAL Bid Tab: March 21, 2024 Estimate: $65,000.00 Alt. A (Vacant Lots) Price per occurrence Alt. B (Dilapidated Structures) Price per occurrence Alt. C (Complaint Properties) Price per man hour Alt. D (Snow Removal Complaint Properties) Price per man hour Bidder Bid Security Total Bid Amount Alt. A: $1,700.00 P&J Lawn Care 0 Alt. B: $1,700.00 Waterloo, IA 0 Alt. C: $65.00 Alt. D: $110.00 Alt. A: $2,699.00 Adams Outdoor Contracting, Inc. o Alt. B: $2,699.00 Waterloo, IA 5 �0 Alt. C: $299.96 Alt. D: $145.75 Page 141 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Building Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving a Professional Service Agreement with Invision of Waterloo, Iowa, in the amount of $65,000.00, in conjunction with the Public Market Renovations Project, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. Prof Sery Agreement - Public Market Page 142 of 378 Page 143 of 378 VISION LANNING i ARCHITECTURE i INTERIORS March 1, 2024 Greg Alhelm, Building Official/Commercial Plans Examiner City of Waterloo Building Department 715 Mulberry Street, 2nd floor Waterloo, IA 50703 Greq.ahlhelm@waterloo-la.orq Re: Public Market Renovations Proposal Greg: We are looking forward to working with the City of Waterloo to provide architectural services for changes to the interior of the Public Market Building. The work is intended to realign services within the building to meet the needs of new tenants. The scope of work outlined below is based on the work that the City of Waterloo will implement prior to additional work that the new tenant may provide separately. SCOPE DESCRIPTION A. Prepare documents for bidding and construction to make changes to the layout of spaces within the Public Market Building at the corner of Washington Street and W. 3id Street in Waterloo, IA. B. Site verification of existing conditions: wall locations, window openings, HVAC, plumbing and electrical systems, ceiling conditions, freezer/cooler units, and other items/system as needed. C. Update design model to represent existing conditions. D. Assumed scope of renovation work in the building: a. Demolition as needed to accommodate the necessary changes. b. Relocate cooking area to the front of the building. i. Includes moving of existing kitchen ventilation hood. Assumption at this time is that the existing kitchen equipment will continue to be used in the new location and that the existing hood is compliant with the planned equipment. A fee amendment may be needed if the existing hood cannot be relocated to the new location. ii. Changes to other utilities needed to move the cooking area: plumbing, electrical, gas. iii. Structural assessment and design to confirm building capacity to accommodate cooking hood in new location. iv. Roof patching for hood ventilation location change v. Relocation of grease interceptor vi. Plumbing as needed for handwashing. c. Adjustments to sprinkler systems as needed to address new cooking location, and floor plan changes. d. Addition of perimeter baseboard heating in the dining room area: east wall facing Expo Plaza. e. Add new wall to create hallway connection between the back of house services and the front lobby to provide access to the restrooms and separation of tenant areas. n 501 SYCAMORE ST, SUITE 101, WATERLOO. IA 50703 303 WATSON POWELL JR, WAY, SUITE 200 ® PO BOX 1800, WATERLOO, IA 50704-1800 DES MOINES, IA 50309 (319) 233.8419 (515) 633.2941 PEOPLE. PROCESS. BALANCE. INVISIONARCH.COM Page 144 of 378 INVISION PLANNING I ARCHITECTURE 1 INTERIORS i. Includes associated electrical and HVAC changes to accommodate the revised floor plan. This includes moving affected lights, adding lights as needed in the new hallway, providing code minimum power in the new hallway, ventilation and heating as needed in the new hallway. No plumbing work is anticipated in the hallway. ii. Adjust doors/frames as needed for revised floor plan. iii. Doors will need to be adjusted in the brewery area to accommodate the added hallway. f. Window replacement of one window on the east side of building to allow pass -through to kitchen. This will likely be a powered overhead door. Additional wall infill may be needed. i. Provide additional detailing for associated counters to meet service needs. g. Assessment of egress compliance with floor plan changes. h. Cost evaluation at mid -point of documentation. E. Portions of the building are intended to have no design changes and are therefore excluded: a. Changes to the make up air unit are not included in the design fee at this time. Changes to this unit will be evaluated in tandem with changes to the ventilation hood. b. Walk in coolers/freezers will remain as is. c. The dishwashing room and equipment will remain as is. d. Relocation of the three -basin sink in the existing kitchen is not included. e. The existing kitchen will be left as -is after the relocation of the existing kitchen equipment. Changes to this room are not included in the scope of this proposal. Patching, new finishes, doors, lighting, or other work is not included in this proposal. f. The brewery room will remain as is except for door/frame changes associated with the hallway wall. g. Interior design for tenant fit out is not included in this proposal. Services are not included for: i. the selection of flooring, wall or ceiling finishes. ii. New lighting in the dining area iii. Design of the kitchen service counter iv. Health department compliance with kitchen equipment and kitchen layout. This will be the responsibility of the tenants. h. Lighting design unless directly affected by hood or new hallway. i. Acoustic management is not included. j. Changes to exterior or vestibule doors and frame systems. k. Changes to exterior and interior signage I. Changes to window awnings m. All sitework is excluded unless associated with the relocation of utilities. n. If changes are needed that require architectural services, a fee amendment will be issued. o. Full code review is excluded. Assumption that City Building Department signs off on Code Compliance. DELIVERABLES and SERVICES INCLUDED: 1. Site verification by INV and MODUS 2 Page 145 of 378 INVISION PLANNING ARCHITECTURE I INTERIORS 2. Full architectural design services (Schematic Design, Design Development, Construction Documents, Bidding, and Construction Administration) for the scope described above. a. Including MEPT design b. Structural design allowance of $5000 to be billed hourly outside of the Architectural and MEPT lump sum. This is a placehalder until the scope of work is defined. 3. Design Meetings: a. Meeting 1 — review the preliminary scope definition diagram. b. Meeting 2 — plan review with City representative and Tenant G. Meeting 3 — Plan sign off, with cost opinion. Establish final bidding schedule d. Meeting 4 — DD mid -point document review with Owner and Tenant. e. Meeting 5 — DD review and sign off, with updated cost opinion. f. Meeting 6 — 95% review of bidding documents. 4. Deliverables: a. Schematic Design Review set b. Design Development Review set G. Full bidding documents: drawings and specifications d. Cost evaluation at two phases. CLIENT RESPONSIBILITIES: 1. Access to existing documentation of building. 2, Access to building for site verification. 3. Participate in meetings to support process outlined above. CONSTRUCTION BUDGET: 1. Preliminary cost opinion between $200,000-$220,000 for the scope outlined above. SCHEDULE: This proposal assumes meetings as outlined above. We estimate that the design process will take approximately 8 - 10 weeks to complete once notice is given to proceed. The timeline assumes meetings can be scheduled with decision makers that align with the proposed schedule. The INV/MODUS team will attempt to reduce the schedule if possible. Recommended bidding timeline is 3-4 weeks. Notices and Public Hearings need to be planned into the timeline. The construction schedule is unknown and will be driven by the resolution of the ventilation hood, and product delivery times. Actual construction will likely be 4-8 weeks once all products have been approved and delivered. BASE SERVICE FEE We propose INVISION & MODUS and structural fees be billed hourly. There are many unknows at this time because of the ventilation hood, make-up air, and plumbing scope. INVISION and MODUS estimated the expected time it could take but with so much undefined scope the fee percentage becomes very high. We propose doing this project hourly because we believe there will be value to the City. We recommend that you plan for $65,000 in fees for the full range of services outlined above. INVISION & MODUS will endeavor to streamline the process and decision making throughout all phases. Invoices will be issued monthly based on actual time spent. 3 Page 146 of 378 1NVISION LANNIN(i I ARCHITECTUkf IN] FRIOI If this is acceptable, please return a signed copy of this letter to our office for our records. We will then formalize with the AIA Agreement between Architect and Owner. Please contact me if you have any questions regarding the proposal at Katep@invisi0narch.com or (319) 290-4932. We appreciate this opportunity to work with you again! Sincerely, Kate Payne, AIA Architect, Managing Director Cc: Eric Ritland, ericr@invisionarch.com; Lisa Chamberlain, lisac(a7invisionarch.com Attached: Hourly Rate Chart INVISION, Hourly Rate Chart MODUS. Authorized By: Printed Name: Signature Date 4 Page 147 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving a Development and Minimum Assessment Agreement with River Plaza Investments, LLC, for renovation of an existing commercial building into no less than 56 residential units with a $5,000.00 infill housing incentive per unit, having a minimum assessed value of $6,730,000.00, with rebates of fifty percent for ten years, located at 10 West 4th Street, in the Downtown TIF District, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION Transmitted is a Development Agreement and Minimum Assessment Agreement with River Plaza Investments, LLC for renovation of an existing commercial building into no less than 56 residential units with a $5,000.00 infill housing incentive per unit, having a minimum assessed value of $6,730,000.00, with rebates of 50 percent for 10 years, located at 10 West 4th Street in the Downtown TIF District, and authorizing the Mayor and City Clerk to execute said document. River Plaza Investments plans to redevelop the River Plaza Building at the corner of West 4th Street and Cedar Street into 56 to 60 market rate dwellings and the total infill housing incentive could be $280,000.00 to $300,000.00. The developer plans to apply for state and federal historic tax credits and Iowa's Workforce Housing Tax Credit, along with exploring other options for funding sources for the $20,000,000.00 project. They are working with the current owner to close on the property in the very near future and begin work this year and finishing no later than June 30, 2026. NEIGHBORHOOD IMPACT The renovation would be another positive impact to Downtown Waterloo, bringing more residents to the central business district for work and patronize downtown businesses. DATA, ANALYSIS, AND STRATEGIES This project would be inline with the city's goal of Elev8 housing and creating more dwelling units. IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS Page 148 of 378 SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION Lots Nos. One (1) and Two (2) in "Union Mill Plat, Waterloo, Iowa", except that part thereof described as follows: Beginning at the most Southerly comer of said Lot No. One (1) in Union Mill Plat; thence North Fifty-five (55) degrees Thirty-three (33) minutes East Sixty-nine and Eighty-two Hundredths (69.82) feet; thence North Fifty-two (52) degrees Thirty-one (31) minutes East Seventy and Five tenths (70.5) feet to the most Easterly comer of said Lot No. Two (2) in Union Mill Plat; thence North Forty-two (42) degrees Twenty-two (22) minutes West Two (2) feet; thence Southwesterly in a straight line to a point on the Northeasterly line of Cedar Street (as now established) that is Three and Nine Hundredths (3.09) feet Northwesterly of the most Southerly corner of said Lot No. One (1) in Union Mill Plat; thence Southeasterly Three and Nine Hundredths (3.09) feet along the Northeasterly line of Cedar Street to the point of beginning; also A part of land formerly platted as a part of Main (now Park Avenue) and Cedar Streets in Mill Square in the City of Waterloo, County of Black Hawk and State of Iowa, bounded as follows: Beginning at the most Westerly comer of Lot No. One (1) in "Union Mill Plat, Waterloo, Iowa"; thence Northeasterly along the Northwesterly line of said Lot No. One (1) Forty-one (41) feet; thence Northwesterly along a Southwesterly line of Lot No. Two (2) in said "Union Mill Plat, Waterloo, Iowa" Sixty (60) feet to the most Westerly comer of said Lot No. Two (2); thence Southwesterly Forty-one (41) feet to the Northeasterly line of Cedar Street (as now established); thence Southeasterly along the Northeasterly line of Cedar Street (as now established) to the point of beginning; also All that part of Lots No. One (1) and Two (2) in "Union Mill Plat, Waterloo, Iowa" and that part of the right of way of West Fourth Street (formerly Bridge Street) adjacent to said Union Mill Plat (said right of way formerly being part of West Fourth Street as platted in the plats of Mill Square in the City of Waterloo, County of Black Hawk and State of Iowa and "Syndicate Subdivision" Waterloo, Iowa, and part of Lots Nos. Thirty-one (31), Thirty-two (32) and Thirty-three (33) in said Mill Square and part of the alley lying between said Lot No. Thirtythree (33) in Mill Square and Lot No. One (1) in said Syndicate Subdivision) bounded as follows: Beginning at a point on the Southwesterly line of Lot No. One (1) in said Union Mill Plat which is Three and Nine Hundredths (3.09) feet Northwesterly of the most Southerly comer of said Lot No. One (1); thence North Fifty-four (54) degrees Twenty-six (26) minutes Forty-seven (47) seconds East One Hundred Twenty-three (123) feet along a line if extended would intersect the Northeasterly line of Lot No. Two (2) in said Union Mill Plat at a point Two (2) feet Northwesterly from the most Easterly comer of said Lot No. Two (2); thence South Fifty-seven (57) degrees Zero (0) minutes Eight (8) seconds East Two and Three tenths (2.3) feet to the land side corner of the flood wall; thence South Nine (9) degrees Twenty-nine (29) minutes Westalong the flood wall face Seventeen and Nine tenths (17.9) feet; thence South Forty-five (45) degrees Nineteen (19) minutes Fifty-five (55) seconds East along the flood wall face Seven and Thirty-three Hundredths (7.33) feet; thence South One (1) degree Forty-five (45) minutes Thirtythree (33) seconds East along the flood wall face Fifty-six and Thirty- nine Hundredths (56.39) feet; thence South Forty-seven (47) degrees Seven (7) minutes Six (6) seconds West Sixty-four and Twenty-five Hundredths (64.25) feet; thence North Forty-eight (48) degrees Thirteen (13) minutes West along the Southeasterly extension of the Northeasterly line of Page 149 of 378 Cedar Street (as now established) Seventy-nine (79) feet to the point of beginning; also: All that part of the right of way of Park Avenue (formerly Main Street) in the Original Plat, on the West Side of the Cedar River, in the City of Waterloo, Black Hawk County, Iowa, bounded as follows: Beginning at the intersection of the Northeasterly line of Cedar Street (as now established) with the Southeasterly line of Park Avenue; thence Northeasterly along the Southeasterly line of Park Avenue Sixty (60) feet; thence Northwesterly normal to the Southeasterly line of Park Avenue Five (5} feet; thence Southwesterly parallel with the Southeasterly line of Park Avenue Sixty (60) feet; thence Southeasterly Five (5) feet to the point of beginning. ATTACHMENTS 1. Aerial Map 2. Floor Plan 3. signed Development Agreement Page 150 of 378 ALPAS CAPITAL LLC;Deed) 14W4TH ST Valcre S1,914,750 Page 151 of 378 J I v I A 1 104544:y ft zo-tam sq n 304-1300 sq ft 401350 sq ft 50-3575 sq ft 604476 sq ft E04500 sq ft common area•1SS4 sq UNIT 108 51UDI0 486 SF UNIT I0q 51UDI0 4841 5F l OFFICE SUITE 80 OPEN 3500 sq i i i OFFICE ft OFFICE UNIT 110 STUDIO 503 SF UNIT III STUDIO 554 5F OFFICE t OFFICE RECEPTION COPY UNIT 101 STUDIO 658 5F r- LAN OFFICE CONFERENCE r WAzruva • i..e i UNIT 106 2B 2b 1,043 SF CONS 1• 11 11 L 1st FLOOR RIVER PLAZA BUILDING OFFICE _.:my K UNIT 105 2B 2b qq8 5F OFFICE —SUITE 6� OPEN 4475 sq ft • OFFICE UNIT 104 2B 2b qq5 SF IOFRCi UNIT 2B 2b + Ip7q SF 103 fl OFFICE .r4 v • OFFICE UNIT 102 STUDIO 532 SF SUITEIO, fN'�ST6R3 AbraNTA6 1541 a. UNIT nor at or OFFICE REC EP • RECEP OFFICE jL1 L OFFICE __ common area 1554 sq ft OFFICE 3 Ala 1MgR W. OFFICE SPACE i SUITE SO OPEN 3575 sq ft BREAK ROOM Li OFFICE IRR OFFICE OFFICE uu77U Y .! FOYER _ ,==.1AL.J-11---%47:3_1 101 IB-lb 153 SF OFF/Cf./STORAGE Ir FOYER �. OFFICE s OFFICE LAN ILm.mmirli.•••••=••=. UNI T 116 113-lb 831 5F SUITE tP__ aSTATER1a2o :qn STORAGE 1• UNIT 115 IB-lb 865 SF OFFICE OFFS CONFERENCE ROOM a UNIT 114 IB-Ib 851 SF j 0 r'Jr UNIT 112 STUDIO 61q SF UNIT 113 STUDIO SUITE 30 HILARY CLINTON FOR PRES 1300 sq ft 583 5F 1 A31ST FLOOR PLAN SCALE:1/8" = 1'-0" I x 1 NORTH �W D ARCHITECTS EST 1935 ARCHITECTURAL CORPORATION IOWA LICENSE NO. ???? CD z —I°o CO FL! Q>-0_ cd L') CC LLJ Cd CC w Ln U 2 0 U Uj U w H _ 0 0 G7 ' 00 Fo) W7 U'o Q1- z� Q Z � E O Z } � JV Q Q Y co co 121 z SEAL ARCHITECT - TIMOTHY O.K. WILSON LICENSE NO. 07359 1ST FLOOR PLAN ISSUE DATE: 1 1.21.2O23 REVISIONS: PROJECT NO.: ???? A1.1 COPYRIGHT 2023 SWD ARCHITECTS INC Page 152 of 378 G F E D c Yv1CA\A1 2 owg A Q� o UNIT 206 S1UDI0 466 SF UNIT 201 S1UDI0 48q SF UNIT 208 5TUDI0 503 SF L UNIT 20q STUDIO 554 5F .4. w [7t srr UNIT 205 STUDIO 658 5F 1 J • irx OW' Arr 200-12251 sq ft common area-714 sq ft gym6800 sq ft Ind FirVIVER PLA(WILDING UNIT 204 STUDIO 404 SF 7 UNIT 203 5111010 418 SF CFI M • UNIT 210 STUDIO 541 SF UNIT 211 STUDIO 482 SF OF UNIT 202 STUDIO 4-1 5F OFFCE if ti arm SUITE N7 00 UNIT 201 5111010 400 SF eknari OFF tr.r • UNIT 211 STUDIO 516 5F OFF^l UNIT 216 STUDIO 508 5F SIAIRMELL ▪ • UNIT 212 STUDIO 628 SF 4 err `UNIT __- 213 STUDIO 38q 5F POW !_ .iCrr 'i mrr 1 srt i CEDAR STREET A3 UNIT 214 STUDIO 514 SF GYM 6800 sq ft 2ND FLOOR PLAN SCALE:1/8" = 1'-0" I x 1 NORTH �W D ARCHITECTS EST 1935 ARCHITECTURAL CORPORATION IOWA LICENSE NO. ???? CD z _1 °o CO Q <�w 0_ cd CC LLJ Cd CC w J Ln U 2 0 U v) H 0 w 1— U 0 U § Z^�� vJ ' I— 00 U g W7 M LO O 0 lY� Q 1- Z� Q Z � E O Z O } � JV Q z Q Y co co U 2 SEAL ARCHITECT - TIMOTHY O.K. WILSON LICENSE NO. 07359 0111100 2ND FLOOR PLAN ISSUE DATE: 1 1.21.2O23 REVISIONS: PROJECT NO.: ???? A1.2 COPYRIGHT 2023 SWD ARCHITECTS INC Page 153 of 378 c Yv1CA\A1 3 owg A Total 6282 sq ft 3rd FLOOR RIVER PLAZA BUILDING CONF. ROOM COPY ROOM n UNIT 301 STUDIO 481SFpia BREAK UNIT 304 STUDIO 42q 5F 1 !. 'UNIT 305 ` STUDIO 448 5F UNIT -1 306 STUDIO p 4_ OPEN 8282 sq ft ATRIUM 1081 sq ft HANDBALL 1800 sq ft TRACK & GYM AIRSPACE 6500 sq 401 5F STAIRS ATRIUM 1 1 N ft Ls 4X ATOR UNIT 30-1 STUDIO 4G9 5F r UNI STAIRWELL w►weakicouRr UNIT 311 IB-Ib 600 5F ilia NO UNIT 310 5TUDI0 3q0 5F IB-b 615 5F ran UNIT 30q IB-Ib 600 5F J TRACK GYM AIRSPACE 6800 sq it UPPER WALKWAY A3 3RD FLOOR PLAN SCALE:1/8" = 1'-0" NORTH �W D ARCHITECTS EST 1935 ARCHITECTURAL CORPORATION IOWA LICENSE NO. ???? z a CO Q CC w CC LI1 U 2 0 U v) H 0 w H U 0 U �Z G7 ' I— 00 Ug LJ J U0 lY cO Q 1- Z� Q F E O Z O } � JV Q Yz • Y co co W 0 2 SEAL ARCHITECT - TIMOTHY O.K. WILSON LICENSE NO. 07359 3RD FLOOR PLAN ISSUE DATE: 1 1.21.2O23 REVISIONS: PROJECT NO.: ???? A1.3 a_ o sz COPYRIGHT 2023 SWD ARCHITECTS INC Page 154 of 378 Yv1CA\A1 4 owg c A UNIT 403 STUDIO 466 5F 4TH FLOOR RIVER PLAZA BUILDING L UNIT 402 5TUD10 360 5F is UNIT 401 STUDIO • 481 5F — UNIT 404 STUDIO 42q 5F OFFICE STAIR OFFICE i fi 6041 sq ft cuisiFERIEN OPEN 6041 sq ft ATRIUM 1081 sq ft ti ti HANDBALL AIRSPACE 1800 sq ft PRE UNIT ATRIUM 1081 sq ft r^a 016410 /017041 $EYATDR' 401SF UNIT 407 STUDIO 461q SF CREME UNIT 408 IB-lb 615 5F 11 HANDBALL AIRSPACE 1800 sq ft HANDBALL AIRSPP UNIT 40q STUDIO 3q0 SF CFNCE STAIRWELL A3 UNIT 312 IB-Ib 540 5F UNIT 311 IB-Ib 600 SF UNIT 30q IB-Ib 600 SF 4TH FLOOR PLAN SCALE:1/8" = 1'-0" i I x 1 NORTH �W D ARCHITECTS EST 1935 ARCHITECTURAL CORPORATION IOWA LICENSE NO. ???? CD z _1 °o Q< < Q >-o_ cd CC LLJ Cd CC w Ln U V m 2 0 ui 1- U w H _ U 0 U�Z U I— 00 Ug LJJ = M U0 lYcO Q H Z' Q F Eo Z O} � JV Q Yz Q Y co co 0 _U 2 SEAL ARCHITECT - TIMOTHY O.K. WILSON LICENSE NO. 07359 4TH FLOOR PLAN ISSUE DATE: 1 1.21.2O23 REVISIONS: PROJECT NO.: ???? COPYRIGHT 2023 SWD ARCHITECTS INC Page 155 of 378 Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of , 2024, by and between River Plaza Investments, LLC (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area known as the Downtown Waterloo Urban Renewal and Redevelopment Area ("Urban Renewal Area"). B. Company is willing and able to finance and undertake renovation of existing structures and make related improvements on property legally described on Exhibit "A" attached hereto (the "Property") located in the Urban Renewal Area at 10 W. 4th Street. C. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal, and the City further believes that the project is in the vital and best interests of the City and that the project and such incentives are in accordance with the public purposes and provisions of applicable State and local laws and requirements under which the project has been undertaken and is being assisted, AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Development Property. Company is purchasing the Property. Company will undertake the Project (defined below) upon the Property. Page 156 of 378 2. Improvements by Company. Company shall (a) remove and properly dispose of all debris and unwanted furnishings, fixtures and other personal property from the Property, (b) rehabilitate the existing structure on the Property to construct no less than 56 apartment units, and (c) make other improvements to the building and grounds, including but not limited to parking, streetscaping, storm water, paving and signage improvements (collectively, the "Improvements"). All removal and disposal of asbestos or other hazardous materials shall strictly conform to applicable law, rule or ordinance governing the handling and disposal of such materials. The Improvements shall be constructed in accordance with the terms of this Agreement and with all applicable City, state, and federal building codes, shall comply with all applicable City ordinances and other applicable law, and shall be of a scope and scale as described in Company's plans submitted to City, a copy of which are attached hereto as Exhibit "B." Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Property, the Improvements, and all other work to make the project site usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project." 3. Construction Plans. Company agrees that it will cause the Improvements to be constructed on the Property in conformance with construction plans (the "Plans") that have been submitted to the City. Company agrees that the scope and scale of the Improvements to be constructed shall not be significantly less than the scope and scale of such improvements as detailed and outlined in the Plans. If any material modification in the scope, scale or nature of the Plans is proposed, Company shall submit modified Plans (the "Modified Plans") to the City for review. Modified Plans shall be subject to approval by the City as provided in this Section. City shall approve the modified Plans in writing if: (a) the Modified Plans conform to the terms and conditions of this Agreement; (b) the Modified Plans conform to the terms and conditions of the urban renewal plan; (c) the Modified Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations and City permit and design review requirements; (d) the Modified Plans are adequate for purposes of this Agreement to provide for the construction of the Improvements, and (e) no Event of Default under the terms of this Agreement has occurred; provided, however, that any such approval of the Plans or Modified Plans pursuant to this Section shall constitute approval for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver by the City with respect to any building, fire, zoning or other ordinances or regulations of the City, and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building permit if the Plans or Modified Plans are not as detailed or complete as the plans otherwise required for the issuance of a building permit. The Plans or Modified Plans must be rejected in writing by City within thirty (30) days of submission or shall be deemed to have been approved by the City. If City rejects the Plans or Modified Plans in whole or in part, Company shall submit new or 2 Page 157 of 378 corrected Plans or Modified Plans within thirty (30) days after receipt by Company of written notification of the rejection, accomplished by a written statement of the City specifying the respects in which Company's Plans or Modified Plans fail to conform to the requirements of this Section. The provisions of this Section relating to approval, rejection and resubmission of corrected Plans or Modified Plans shall continue to apply until they have been approved by the City; provided, however, that in any event Company shall submit Plans or Modified Plans which are approved by City prior to commencement of construction of additional or modified Improvements. Approval of the Plans or Modified Plans by the City shall not relieve Company of any obligation to comply with the terms and provisions of this Agreement, or the provision of applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Plans or Modified Plans by City be deemed to constitute a waiver of any Event of Default. Approval of Plans or Modified Plans hereunder is solely for purposes of this Agreement and shall not constitute approval for any other City purpose nor subject the City to any liability for the Improvements as constructed. 4. Timeliness of Construction; Possibility of Termination. The parties agree that Company's commitment to undertake the Project and to construct the Improvements in a timely manner constitutes a material inducement for the City to offer the incentives provided for in this Agreement, and that without said commitment City would not do so. A. Deadline to complete. Company must obtain a building permit to begin construction of the Improvements and must Substantially Complete construction by June 30, 2026 (the "Completion Deadline"). For purposes of this Agreement, "Substantially Complete" means the date on which the Improvements have been completed pursuant to the Plans or Modified Plans to the extent necessary for City to issue a certificate of occupancy relating thereto and City has also verified that any Project element for which no permit was necessary has been Substantially Completed. All deadlines are subject to Unavoidable Delays as defined in paragraph B below. B. Events triggering termination. If Company does not commence or Substantially Complete construction of the Improvements on the schedule stated above, then City may terminate this Agreement as set forth in Section 18, and City shall then have no further obligation under this Agreement. In any circumstance where Company's progress on the Project fails to meet the schedule stated above, then City's Community Planning and Development Director may, but shall not be required to, consent to an extension of time of up to six (6) months for the construction of the improvements, and if an extension is granted but construction of the Improvements has not been Substantially Completed within such extended period, then any further time extensions will require consent of the City Council. If development is subsequently stopped or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company (each an "Unavoidable Delay"), the requirement that construction be completed by the 3 Page 158 of 378 Completion Deadline shall be tolled for a period of time equal to the period of Unavoidable Delay. 5. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Property and for payment of any associated connection fees. 6. City Activities to Aid Project. City agrees to undertake each of the following activities at its own expense: A. Grant. As provided in the City's infill housing policy, City will pay Company a grant of $5,000.00 for each apartment unit completed for a maximum total incentive of $280,000.00 for 56 units, payable within ninety (90) days after City has verified that the Improvements have been Substantially Completed. The maximum total incentive shall be adjusted to account for the number of apartment units verified as actually completed. B. Property Tax Rebates. City will pay property tax rebates to Company as set forth in Section 8. C. Street Vacate. City will work with Company to determine a portion of Cedar Street next to the Property to vacate, shall then work in good faith to vacate such portion and thereafter convey same to Company, subject to any easements for public utilities. D. Land Acquisition. City will work with Company for Company's acquisition of an area lying northeasterly of the Property, subject to agreement on general terms and terms addressing such alterations of the flood control levee as may be required by the Corps of Engineers or other governing authority. 7. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Property. Company further agrees that prior to the date set forth in Section 2 of the Minimum Assessment Agreement (the "MAA") attached hereto as Exhibit "B" it will not seek or cause a reduction in the taxable valuation for the Property as improved pursuant to this Agreement, which shall be fixed for assessment purposes, below the amount of $6,730,000.00 (the "Minimum Actual Value"), through: either; (a) willful destruction of the Property, the Improvements, or any part of (b) a request to the assessor of Black Hawk County; or (c) any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. 4 Page 159 of 378 Company agrees to execute and deliver the MAA concurrently with its execution and delivery of this Agreement. 8. Tax Rebates. Provided that Company has completed Substantially Completed the Improvements before the Completion Deadline, and subject to the other terms of this Agreement, City agrees to rebate property tax (with the exceptions noted below) with respect to the Improvements, as follows: Year One through Year Ten 50% rebate each year for any taxable value added by the completed Improvements (each such payment is a "Rebate") over the initial base value of $1,919,750.00. Each Rebate is payable in respect of a given property tax fiscal year (a "Fiscal Year") only to the extent that (a) Company has actually paid general property taxes due and owing for such Fiscal Year and (b) the city council has made an appropriation for the payment of the Rebate. To receive a Rebate for a given Fiscal Year, Company must, within twelve (12) months after the due date of the last installment of the property taxes for the respective Fiscal Year (Le., the "March Installment"), submit a completed Rebate request to City on the form provided by or otherwise satisfactory to City. A failure to timely submit a request for a Rebate for a Fiscal Year will result in a forfeiture of the right to request a Rebate for such Fiscal Year. City agrees to consider a completed application for a Rebate within sixty (60) days after submission of the application to City. The taxable value of the Property as a result of the Improvements must be increased by a minimum of 10% and must increase the annual tax by a minimum of $500.00. Rebates shall not be paid based on any special assessment levy, debt service levy, or any other levy that is exempted from treatment as tax increment financing under the provisions of applicable law. The first Fiscal Year in respect of which a Rebate may be given ("Year One") shall be the first full Fiscal Year for which the assessment is based upon the completed value of the Improvements and not based on a prior Fiscal Year for which the assessment is based solely upon (x) the value of the Property, or upon (y) the value of the Property and a partial value of the Improvements due to partial completion of such Improvements or a partial Fiscal Year. As an example of the above provision, in the event all Improvements on the Property are Substantially Completed prior to January 1, 2027 and the Property and Improvements are assessed as fully completed based on the Plans, as may be revised, the property taxes that would be assessed based on the January 1, 2027 assessed value would be for the Fiscal Year ending June 30, 2029, with the taxes payable one- half by September 30, 2028 and one-half by March 31, 2029, then the first Rebate could be applied for after March 31, 2029 and prior to April 1, 2030. 9. Limitations on Payment of Rebates. A. Each payment of a Rebate is subject to annual appropriation by the city council each fiscal year. City has no obligation to make any payments to 5 Page 160 of 378 Company as contemplated under this Agreement until the city council annually appropriates the funds necessary to make such payments. The right of non - appropriation reserved to City in this paragraph is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to make future payments of Rebates shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction or by City's bond counsel to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no Event of Default by City shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision. To this end the provisions of this Agreement are severable. B. Notwithstanding the provisions of Section 8 hereof, City shall have no obligation to make a payment of a Rebate to Company if at any time during the term hereof City fails to appropriate funds for payment; City receives an opinion from its legal counsel to the effect that the use of Tax Increments resulting from the Property and Improvements to fund a Rebate payment to Company, as contemplated under Section 8 above, is not, based on a change in applicable law or its interpretation since the date of this Agreement, authorized or otherwise an appropriate urban renewal activity permitted to be undertaken by City under the Urban Renewal Act or other applicable provisions of the Code, as then constituted or under controlling decision of any Iowa court having jurisdiction over the subject matter hereof; or City's ability to collect Tax Increment from the Improvements and Property is precluded or terminated by legislative changes to Iowa Code Chapter 403. Upon occurrence of any of the foregoing circum- stances, City shall promptly forward notice of the same to Company. If the circumstances continue for a period during which two (2) annual Rebate payments would otherwise have been paid to Company under the terms of Section 8, then City may terminate this Agreement, without penalty or other liability to City, by written notice to Company. C. For purposes of this Agreement, "Tax Increments" shall mean the property tax revenues on the Improvements and Property received by and made available to City for deposit in an account maintained under this Agreement, the provisions of Iowa Code § 403.19 and the ordinance governing the Urban Renewal Plan. 6 Page 161 of 378 10. Conditions to City Funding. A. The complete or initial funding by City of the Rebates and other Project commitments shall be deemed an agreement of the parties that the applicable conditions to disbursement of funds shall, as of the date of such funding, have been satisfied or waived. If the conditions set forth in this Section are not satisfied at a Rebate disbursement date, this Agreement shall terminate unless a new disbursement date is established by amendment to this Agreement. The termination of this Agreement shall be the sole remedy available to City or Company if, for whatever reason, a condition set forth in this Section is not satisfied at a Rebate payment date, it being understood that each party shall nonetheless incur costs and liabilities prior thereto for which they alone are responsible. City and Company each expressly assumes all responsibility for the costs and liabilities they may each so incur prior to a Rebate payment date and agree to indemnify and hold each other harmless therefrom. B. It is recognized and agreed that the ability of the City to perform the obligations described in this Agreement, including but not limited to the Rebate payments, is subject to completion and satisfaction of certain separate city council actions and required legal proceedings relating to amendment to the urban renewal plan, including the holding of public hearings on the same. Further, all the obligations of City under this Agreement are subject to fulfillment, on or before each Rebate payment date, of each of the following conditions precedent: (i) The representations and warranties made by Company in Section 13 shall be true and correct as of the Rebate disbursement date with the same force and effect as if made at such date. (ii) Company shall be in material compliance with all the terms and provisions of this Agreement. (iii) There has not been, as of the Rebate disbursement date, a substantial change for the worse in the financial resources and ability of Company, or a substantial decrease in the financing commitments secured by Company for construction of the Improvements, which change(s) makes it likely, in the reasonable judgment of the City, that Company will be unable to fulfill its covenants and obligations under this Agreement. 11. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows with respect to each phase of Improvements: A. Company agrees during construction of the Improvements and thereafter until the MAA termination date to maintain, as applicable, builder's risk, property damage, and liability insurance coverages with respect to the 7 Page 162 of 378 Improvements in such amounts as are customarily carried by like organizations engaged in activities of comparable size and liability exposure, and shall provide evidence of such coverages to the City upon request. B. Until the Improvements are Substantially Completed, Company shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to the actual progress of Company with respect to construction of the Improvements. C. During construction of the Improvements and thereafter until the MAA termination date Company will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Improvements. D. Company will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Company. E. Until the MAA termination date Company will maintain, preserve and keep the Property, including but not limited to the Improvements, in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements, renewals and additions. F. The Property will have a taxable value as set forth in the MAA and any amendments thereto, and Company agrees that the minimum actual value of the Property and completed Improvements as stated in the MAA and any amendments thereto will be a reasonable estimate of the actual value of the Property and Improvements for ad valorem property tax purposes. Company agrees that it will spend enough in construction of the Improvements that, when combined with the value of the Property and related site improvements, will equal or exceed the assessor's minimum actual value for the Property and Improvements as set forth in the MAA and any amendments thereto. G. Until the MAA termination date Company agrees that it will make no conveyance, lease or other transfer of the Property or any interest therein that would cause the Property or any part thereof to be classified as exempt from taxation or subject to centralized assessment or taxation by the State of Iowa. H. Company shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to any and all parts of the Property conveyed to it. Company agrees that (1) it will not seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute or regulation relating to the taxation of real property included within the Property that is determined by any tax official to be applicable to the Property or to 8 Page 163 of 378 Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings of any type or nature, including but not limited to delinquent tax proceedings, and (2) it will not seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real property included within the Property. 12. Representations and Warranties of City. City hereby represents and warrants as follows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 13. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. B. This Agreement has been duly and validly executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. C. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. D. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 9 Page 164 of 378 E. The financing commitments, which Company will proceed with due diligence to obtain, to finance the construction of the Improvements will be sufficient to enable Company to successfully complete construction of the Improvements as contemplated in this Agreement, subject to additional costs incurred due to Unavoidable Delays. 14. Indemnification and Releases. A. Company hereby releases City, its elected officials, officers, employees, and agents (collectively, the "indemnified parties") from, covenants and agrees that the indemnified parties shall not be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about the Property arising after Company's lease or acquisition of the same or resulting from any defect in the Improvements. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the Property or the Improvements, due to any act of negligence or willful misconduct of any person, other than any act of negligence or willful misconduct on the part of any such indemnified party or its officers, employees or agents. B. Except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified parties, now or forever, and further agrees to hold the indemnified parties harmless, from any claim, demand, suit, action or other proceedings or any type or nature whatsoever by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the acquisition and condition of the Property and the construction, installation, ownership, and operation of the Improvements, or (3) any hazardous substance or environmental contamination located in or on the Property. C. The provisions of this Section shall survive the expiration or termination of this Agreement. 15. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property and/or Project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. If such completion does not occur, then any conveyance, benefit or incentive of any type provided by City hereunder within said 180-day period is subject to reverter of title, revocation, repayment or other appropriate action to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently and in 10 Page 165 of 378 good faith with any reasonable request by City to effectuate the restoration of same, or failing such restoration Company agrees to be liable for same or for the fair value thereof, plus interest on any sums owing at the rate of 5% per annum commencing with the date of demand for payment, if said payment is not remitted to City within 30 days. 16. No Assignment or Conveyance. Reserved. 17. Default. The following shall be "Events of Default" under this Agreement, and the term "Event of Default" shall mean any one or more of the following events that continues beyond any applicable cure periods: A. Failure by Company to cause the construction of the Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; B. (Reserved); C. Failure by Company to pay, before delinquency, all ad valorem property taxes levied on or against any of the Property; D. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement; E. Company (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to any of Property. F. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 11 Page 166 of 378 18. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of City occurs and is continuing, Company may take such action against City to require it to specifically perform its obligations hereunder. Before exercising such remedy, Company shall give 30 days' written notice to City of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or if the Event of Default cannot reasonably be cured within 30 days and City shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. C. Remedies under this Agreement shall be cumulative and in addition to any other right or remedy given under this Agreement or existing at law or in equity or by statute. Waiver as to any particular default, or delay or omission in exercising any right or power accruing upon any default, shall not be construed as a waiver of any other or any subsequent default and shall not impair any such right or power. 19. Materiality of Company's Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of Company to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for City to enter this Agreement. Company acknowledges that without such promises, covenants, representations, and warranties, City would not have entered this Agreement. Upon breach of any promise or covenant, or in the event of the incorrectness or falsity of any representation or warranty, City may, at its sole option and in addition to any other right or remedy available to it, terminate this Agreement and declare it null and void. 20. Performance by City. Company acknowledges and agrees that all of the obligations of City under this Agreement shall be subject to, and performed by City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with City's lawful authority. All covenants, stipulations, promises, agreements and obligations of City contained in this Agreement shall be deemed to be 12 Page 167 of 378 the covenants, stipulations, promises, agreements and obligations of City and not of any governing body member, officer, employee or agent of City in the individual capacity of such person. 21. No Third -Party Beneficiaries. No rights or privileges of any party hereto shall inure to the benefit of any contractor, subcontractor, material supplier, or any other person or entity, and no such contractor, subcontractor, material supplier, or other person or entity shall be deemed to be a third -party beneficiary of any of the provisions of this Agreement. 22. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air courier service, by United States registered or certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one of the foregoing means), and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at 212 S. Joplin Avenue, Joplin, MO 64801, Attention: General Manager. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (ili) four (4) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. A party may change the address for giving notice by any method set forth in this Section. 23. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 24. Amendment, Modification, and Waiver, No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 25. Severability; Reformation. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the 13 Page 168 of 378 offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 26. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 27. Interpretation. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that the parties hereto and their respective attorneys have contributed substantially and materially to the preparation of each and every provision of this Agreement. 28. Governing Law; Litigation. This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of Iowa. The parties hereby agree and consent, with respect to any action to enforce or defend any claim, counterclaim, cross -claim, cause of action, or any matter arising from or in any way related to this Agreement or the transactions contemplated hereby, (a) to WAIVE ANY RIGHT TO A TRIAL BY JURY; (b) to submit to the exclusive jurisdiction of the Iowa District Court for Black Hawk County; and (c) to irrevocably waive, to the fullest extent possible, the defense of any inconvenient forum or improper venue to the maintenance of any such action or proceeding. 29. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 30. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 31. Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 32. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. 14 Page 169 of 378 CITY OF WATERLOO, IOWA RIVER PLAZA INVESTMENTS, LLC By: Quentin M. Hart, Mayor Attest: Kelley Felchle, City Clerk By:.�� Sawy mith General Manager PERSONAL GUARANTY. The undersigned members and/or managers of Company hereby agree for themselves and their heirs, personal representatives, and assigns, to unconditionally guarantee to City, its successors and assigns, the full and prompt performance by Company, its successors and assigns, of all promises and covenants on the part of Company to be performed pursuant to the foregoing Agreement, including but not limited to the duties of indemnity set forth therein, if any. The undersigned hereby agree(s) to be unconditionally bound by all terms, conditions, consents and obligations of or relating to Company in the Agreement. Liability of guarantors hereunder is joint and several. 15 Page 170 of 378 EXHIBIT "A" Legal Description of Property Lots Nos. One (1) and Two (2) in "Union Mill Plat, Waterloo, Iowa", except that part thereof described as follows: Beginning at the most Southerly comer of said Lot No. One (1) in Union Mill Plat; thence North Fifty-five (55) degrees Thirty-three (33) minutes East Sixty-nine and Eighty-two Hundredths (69.82) feet; thence North Fifty-two (52) degrees Thirty-one (31) minutes East Seventy and Five tenths (70.5) feet to the most Easterly comer of said Lot No. Two (2) in Union Mill Plat; thence North Forty-two (42) degrees Twenty-two (22) minutes West Two (2) feet; thence Southwesterly in a straight line to a point on the Northeasterly line of Cedar Street (as now established) that is Three and Nine Hundredths (3.09) feet Northwesterly of the most Southerly corner of said Lot No. One (1) in Union Mill Plat; thence Southeasterly Three and Nine Hundredths (3.09) feet along the Northeasterly line of Cedar Street to the point of beginning; also A part of land formerly platted as a part of Main (now Park Avenue) and Cedar Streets in Mill Square in the City of Waterloo, County of Black Hawk and State of Iowa, bounded as follows: Beginning at the most Westerly comer of Lot No. One (1) in "Union Mill Plat, Waterloo, Iowa"; thence Northeasterly along the Northwesterly line of said Lot No. One (1) Forty-one (41) feet; thence Northwesterly along a Southwesterly line of Lot No. Two (2) in said "Union Mill Plat, Waterloo, Iowa" Sixty (60) feet to the most Westerly comer of said Lot No. Two (2); thence Southwesterly Forty-one (41) feet to the Northeasterly line of Cedar Street (as now established); thence Southeasterly along the Northeasterly line of Cedar Street (as now established) to the point of beginning; also All that part of Lots No, One (1) and Two (2) in "Union Mill Plat, Waterloo, Iowa" and that part of the right of way of West Fourth Street (formerly Bridge Street) adjacent to said Union Mill Plat (said right of way formerly being part of West Fourth Street as platted in the plats of Mill Square in the City of Waterloo, County of Black Hawk and State of Iowa and "Syndicate Subdivision" Waterloo, Iowa, and part of Lots Nos. Thirty-one (31), Thirty-two (32) and Thirty-three (33) in said Mill Square and part of the alley lying between said Lot No. Thirty-three (33) in Mill Square and Lot No. One (1) in said Syndicate Subdivision) bounded as follows: Beginning at a point on the Southwesterly line of Lot No. One (1) in said Union Mill Plat which is Three and Nine Hundredths (3.09) feet Northwesterly of the most Southerly corner of said Lot No. One (1); thence North Fifty-four (54) degrees Twenty-six (26) minutes Forty-seven (47) seconds East One Hundred Twenty-three (123) feet along a line if extended would intersect the Northeasterly line of Lot No. Two (2) in said Union Mill Plat at a point Two (2) feet Northwesterly from the most Easterly comer of said Lot No. Two (2); thence South Fifty-seven (57) degrees Zero (0) minutes Eight (8) seconds East Two and Three tenths (2.3) feet to the land side corner of the flood wall; thence South Nine (9) degrees Twenty- nine (29) minutes West along the flood wall face Seventeen and Nine tenths (17.9) feet; thence South Forty-five (45) degrees Nineteen (19) minutes Fifty-five (55) seconds East along the flood wall face Seven and Thirty-three Hundredths (7.33) feet; thence South One (1) degree Forty-five (45) minutes Thirty-three (33) seconds East along the flood wall face Fifty-six and Thirty-nine Hundredths (56.39) feet; thence South Forty-seven (47) degrees Seven (7) minutes Six (6) seconds West Sixty-four and Twenty-five Hundredths (64.25) feet; thence North Forty-eight (48) degrees Thirteen (13) minutes West along the Southeasterly extension of the Northeasterly line of Cedar Street (as now established) Seventy-nine (79) feet to the point of beginning; also: All that part of the right of way of Park Avenue (formerly Main Street) in the Original Plat, on the West Side of the Cedar River, in the City of Waterloo, Black Hawk County, Iowa, bounded as follows: Beginning at the intersection of the Northeasterly line of Cedar Street (as now established) with the Southeasterly line of Park Avenue; thence Northeasterly along the Southeasterly line of Park Avenue Sixty (60) feet; thence Northwesterly normal to the Southeasterly line of Park Avenue Five (5} feet; thence Southwesterly parallel with the Southeasterly line of Park Avenue Sixty (60) feet; thence Southeasterly Five (5) feet to the point of beginning. Page 171 of 378 EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of , 2024, by and among the CITY OF WATERLOO, IOWA ("City"), River Plaza Investments, LLC("Company"), and the COUNTY ASSESSOR of the City of Waterloo, Iowa ("Assessor). WITNESSETH: WHEREAS, on or before the date hereof the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property (the 'Property"), described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area within the City and within the Downtown Waterloo Urban Renewal and Redevelopment Plan area, including the construction of certain improvements as described in the Development Agreement (the "Minimum Improvements") on the Property (the "Project"); and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the Property and the Minimum Improvements to be constructed thereon by Company pursuant to the Development Agreement, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the Minimum Improvements which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows; 1. Upon substantial completion of construction of the Minimum Improvements by Company, the minimum actual taxable value which shall be fixed for assessment purposes for the Property and Minimum Improvements to be constructed thereon by Company as a part of the Project shall not be less than $6,730,000.00 (the "Minimum Actual Value") until termination of this Agreement. The parties hereto agree that construction of the Minimum Improvements will be substantially completed by the date set forth in the Development Agreement, and in any case if the Minimum Improvements are not substantially completed by December 31, 2026 the parties agree to execute an amendment to this Agreement that will extend the date specified in Section 2 below. Page 172 of 378 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, 2041, The Minimum Actual Value shall be maintained during such period regardless of: (a) any failure to complete the Minimum Improvements; (b) destruction of all or any portion of the Minimum Improvements; (c) diminution in value of the Property or the Minimum Improvements; or (d) any other circumstance, whether known or unknown and whether now existing or hereafter occurring. 3. Company shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property and the Minimum Improvements pursuant to the provisions of this Agreement and the Development Agreement. Such tax payments shall be made without regard to any loss, complete or partial, to the Property or the Minimum Improvements, any interruption in, or discontinuance of, the use, occupancy, ownership or operation of the Property or the Minimum Improvements by Company or any other matter or thing which for any reason interferes with, prevents or renders burdensome the use or occupancy of the Property or the Minimum Improvements. 4. Company agrees that its obligation to make the tax payments required hereby, to pay the other sums provided for herein, and to perform and observe its other agreements contained in this Agreement shall be absolute and unconditional obligations of Company (not limited to the statutory remedies for unpaid taxes) and that Company shall not be entitled to any abatement or diminution thereof, or set off therefrom, nor to any early termination of this Agreement for any reason whatsoever. 5. Nothing herein shall be deemed to waive the Company's rights under Iowa Code § 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. Nothing herein shall limit the discretion of the Assessor to assign at any time an actual value to the land and Minimum Improvements in excess of the Minimum Actual Value. 6. Company agrees that during the term of this Agreement it will not: (a) seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute relating to the taxation of property contained as a part of the Property or the Minimum Improvements determined by any tax official to be applicable to the Property or the Minimum Improvements, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; or (b) seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real property, including improvements and fixtures thereon, contained in the Property or the Minimum Improvements; or 2 Page 173 of 378 (c) request the Assessor to reduce the Minimum Actual Value; or (d) appeal to the board of review of the city, county, state or to the Director of Revenue of the State of Iowa to reduce the Minimum Actual Value; or (e) cause a reduction in the actual value or the Minimum Actual Value through any other proceedings. 7. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 8. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 9. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 10. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. IN WITNESS WHEREOF, the parties have executed this Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above. [signatures on next page] 3 Page 174 of 378 CITY OF WATERLOO, IOWA RIVER PLAZA INVESTMENTS, LLC By: Quentin Hart, Mayor By: Kelley Felchle, City Clerk STATE OF IOWA ) ss. COUNTY OF BLACK HAWK By: Sawyer mith General Manager On this day of , 2024, before me, a Notary Public in and for the State of Iowa, personally appeared Quentin Hart and Kelley Felchle, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said municipal corporation, and that said instrument was signed and sealed on behalf of said municipal corporation by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. Notary Public 4 Page 175 of 378 Subscribed and sworn to before me on Smith as General Manager of River Plaza Investments, LLC. TIM ANDERA COMMISSION NO.772518 MY COMMIS 1 ON EXPIRES 5 , 2024 by Sawyer Page 176 of 378 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the Minimum Improvements to be constructed and the market value assigned to the land upon which the Minimum Improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property described in the foregoing Minimum Assessment Agreement, certifies that the actual value assigned to that land and improvements upon completion shall not be less than Six Million Seven Hundred Thirty Thousand and 00/100 Dollars ($6,730,000.00) until termination of this Minimum Assessment Agreement pursuant to the terms hereof, subject to adjustment as provided in said agreement. Assessor for Black Hawk County, Iowa Date STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on , 2024 by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. Notary Public Page 177 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving a Professional Services Agreement with HR Green, in an amount not to exceed $125,500.00, to perform professional consulting services as a qualified environmental professional to assist with the management and implementation of a CERCLA Section 104(K) Cleanup Grant from the Environmental Protection Agency pertaining to environmental cleanup of former Rath buildings at 1442 Sycamore Street, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The agreement would allow for the consultant to assist with the management and implementation of a Cleanup Grant from the EPA for the former Rath buildings at 1442 Sycamore Street. The City of Waterloo received a grant from the EPA for the cleanup work (asbestos abatement), but requirements of the grant include hiring a consultant to act as a qualified environmental professional to oversee the project and complete tasks laid out within the grant award, including monitoring, reporting, Section 106 compliance, Davis -Bacon wage compliance, air quality monitoring, and final cleanup report preparation and submittal, to name a few of the tasks. The City of Waterloo solicited proposals from 12 consulting firms, but only received the one proposal from HR Green Company. The proposal was reviewed by a Consultant Selection Committee and was determined to be a good proposal, and we are recommending to proceed with an award of contract. The City of Waterloo has worked with HR Green on several similar projects in the past, and they have done great work for the City. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS Page 178 of 378 SOURCE OF EXPENDITURES EPA Grant ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. HR Green Proposal 2. 1442 Sycamore St RFP for Qualified Environmental Professional 3. 9.22.23 EPA Grant 96705401-0 Work Plan - V3 (002) 4. Grant award R07 IA Waterloo Page 179 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath HRGreen® Buildings Building Communities. Improving Lives. Rose Amundson, CGP 8710 Earhart Lane SW Cedar Rapids, IA 52404 Direct 319.841.4329 + Cell 319.321.9573 rmundson@hrgreen.com Table of Contents 2 Cover Letter 3 Firm Background 4 Subconsultants 5 Project Manager and Key Personnel 6 Previous Experience 12 Technical Approach & Comprehensive Plan / Scope of Services 14 Project Schedule 15 Cost of Services A-1 Appendix CITY OF tt TERLOO rI 1OWA Community of Opportunity U Page 180 of 378 HR3 HRGreeno March 7, 2024 Aric Schroeder, City Planner City of Waterloo Plannng Department 715 Mulberry Street Waterloo, IA 50703 1.8710 Earhart Lane SW Cedar Rapids, IA 52404 Main 319.841.4000 + Fax 713.965.0044 ►HRGREEN.00M RE: City of Waterloo Request for Proposal (RFP) for EPA CERCLA Section 104(K) Cleanup Grant Number: BF 96705401-0 for Cleanup of Rath Buildings, 1442 Sycamore Street, Waterloo, Iowa Dear Mr. Schroeder and Members of the Selection Committee, HR Green, Inc. (HR Green) is pleased to present this proposal in continuing to support the City of Waterloo's nationally -recognized brownfields program through the cleanup of the former Rath Packing Plant. Our team has served as your preferred environmental consultants for more than two decades. During this time, HR Green successfully wrote and secured 19 individual EPA Brownfields Grants totaling $3.59 million on your behalf — including this Cleanup Grant. These efforts helped transition blighted properties plagued by contamination into assets that expanded the local tax base, created jobs, stabilized declining neighborhoods, and protected human health and the environment. Examples of dramatic transformations Include Wonder Broad (SingleSpeed Brewing Company), Grand Hotel (Grand Crossings), Construction Machinery Company (City of Waterloo Public Works building), Standard Forwarding Company (Human Services Campus), and blighted downtown properties (Cedar Valley Sportsplex). The work earned EPA Region 7's prestigious Phoenix Award for excellence in brownfields redevelopment at the 2023 National Brownfields Conference in Detroit, MI. HR Green is well -positioned to assist the City in achieving its goals for this cleanup project. Our experience with the site began by completing the Phase I Environmental Site Assessment (ESA) to satisfy due diligence requirements prior to the City taking title and later advancing an EPA Targeted Brownfields Assistance Grant for technical assistance to conduct the Phase II ESA, asbestos -containing material survey, and Analysis of Brownfields Cleanup Alternatives. Further, we have partnered with firms specializing in asbestos inspections, design, and abatement and the National Historic Preservation Act compliance (Section 106) to supplement our team. Our institutional knowledge of the community is also unparalleled. Steve Prideaux, a Waterloo native, has played an integral part of your brownfields initiative since beginning his career with HR Green in 2007. His experience includes extensive fieldwork, as well as developing content for the project website (www.thenewwaterloo.com). Rose Amundson will again serve as your Project Manager. She is a trusted advisor for city officials that has overseen numerous EPA and Iowa DNB brownfields grant projects in Waterloo. We appreciate the opportunity to extend our long-standing relationship and welcome the chance to further discuss our capabilities. Thank you for your thoughtful consideration. Sincerely, HR GREEN, INC. Rose Amundson, CGP Project Manager ?,aan, Steve Prideaux, AIGP Lead Planner HR Green° I Building Communities. Improving Lives, age 181 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath Buildings I FIRM BACKGROUND 1 1 i HRGreen® II I11 I1 II 1I II HR Green is a multi -discipline professional services and construction firm offering planning, technical consulting, architectural, engineering, environmental services, broadband, and construction to clients in diverse markets. One of America's oldest design and construction firms, HR Green enjoys a longstanding reputation for environmental stewardship, public service, and technical excellence. The firm consistently ranks among ENR's Top 500 Design Firms in the United States. Founded in Cedar Rapids, Iowa, in 1913 by Howard R. Green, the firm now employs over 700 people in Arizona, California, Colorado, Illinois, Iowa, Minnesota, Missouri, South Dakota, and Texas. We carefully target our technical services to address the timeliest needs of society, and thus to succeed as sustainable businesses. Our comprehensive services include: • e1V Environmental - Brownfields and due diligence assessments, granting writing and management, environmental cleanup planning and remediation implementation, environmental compliance for infrastructure and facilities, and NEPA services for transportation infrastructure. Construction - Extensive project experience includes the construction management of bridges, roads and highways; storm and sanitary sewers; water distribution systems; water treatment facilities; wells, storage facilities, pumps and lift stations; and wastewater facilities. Land Development - Residential, commercial, industrial, and institutional land planning, engineering, surveying and landscape architecture services. Transportation - Highways/streets, pedestrian facilities, traffic engineering and bridge services. Water - Water resources, treatment and distribution; wastewater collection, pumping and treatment; residuals handling and disposal, sustainable solutions for water quality on transportation projects. Broadband - Unlock your infrastructure's hidden value, build a roadmap to success, bridge the digital divide, attract a Gigabit Economy, foster resilience, and help prepare your community or service area for the future. HR GREEN WILL SERVE YOUR PROJECT OUT OF OUR CEDAR RAPIDS OFFICE : HR GREEN, INC. 8710 Earhart Lane SW Cedar Rapids, IA 52404 Main: 319.841.4000 Fax: 319.841.4012 PROJECT MANAGER Rose Amundson, CGP Direct: 319.841.4329 Mobile: 319.321.9573 ramundson@hrgreen.com Located just 50 miles away, HR Green professionals can be to the Waterloo area in under an hour. CITY of %it TERLOO 1 DID YOU KNOW? HR Green's grant writing team has helped the City successfully secure $3.59 million in EPA Brownfields Assessment Grants since 2000. HR Green has extensive experience helping communities achieve their EPA Brownfields project goals. HR Green is a full -service firm that has the resources necessary to continue providing the City of Waterloo with a range of tools related to your brownfields program. Our staff has successfully implemented 17 Cleanup Grants across Iowa since 2000, including at the former Chamberlain Manufacturing Company and Construction Machinery Company sites in your community. We bring a team vastly experienced in the following critical components of your grant: administrative oversight; state and federal governmental agency coordination; community outreach initiatives (e.g., Geographic Information System (GIS)-based web portals, brochures, and public meetings designed to engage citizens and enhance transparency); informative cleanup planning; and, most importantly, implementation of remediation strategies. We are supplementing our professionals in this project with firms specializing in the National Historic Preservation Act (Le., Section 106) and asbestos surveying, design, management, and abatement. In fact, Tallgrass Archeology, LLC was involved in previous Rath building investigations and demolitions and produced the well -received "Bringin' Home the Bacon" document posted on the Gity's website. From strategic planning through delivery of a successful project, we bring our clients integrated services that address their needs. t> Rose Amundson with HR Green collaborating with Advisory Committee members during a brownfields project. HR Green understands Waterloo. Serving as Waterloo's preferred environmental consultant for over two decades, our team has cleared numerous properties for reuse that ultimately reduced contaminant exposure, added jobs, and expanded the local tax base. High -profile examples include: Construction Machinery Company (City's Public Works facility); Grand Hotel (Grand Crossings); Waterloo Bowl -In (Hawkeye Community College's Adult Learning Center); and Wonder Bread (SingleSpeed Brewery). This unique ability to transition blighted properties to projects that benefit the entire community is routinely praised by EPA Region 7 staff. The work even earned a prestigious Phoenix Award at the 2023 National Brownfields Conference that recognizes excellence in brownfields redevelopment. Page 1 Page 182 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number 1 BF96705401-0 for Cleanup of Rath Buildings t> Staff from EPA, Iowa DNR, City of Waterloo, and HR Green pose with the Phoenix Award at the 2023 National Brownfields Conference. HR Green is an advocate. We are your technical advisor when coordinating regulatory requirements with state and federal officials. A recent example involved a complicated, multi -step approach (e.g. Phase I Environmental Site Assessment (ESA), drum characterization, disposal sampling, Phase II ESA, and relocation of residual material) at an abandoned bulk oil facility/welding shop located at 120 Center Street. With the investigations and coordination now complete, an adjacent landowner plans to acquire the property from the City for redevelopment. Likewise, our work at Rath will not stop with asbestos containing materials (ACM) abatement. HR Green's comprehensive project support can help you through the regulatory requirements to eventually realize a reuse project that complements the adjoining Crystal Distribution Services facility. This can involve securing necessary permits, completing design work, and providing construction management services. A recent result of this assistance transitioned a Superfund site in Dubuque, IA to a municipal operations and training center (refer to case study on page 9). Finally, our relationships with state agencies can bring your project additional money. We have already discussed the Rath cleanup with Iowa DNR staff and received a verbal financial commitment to supplement your grant with additional funding should it be necessary. Brownfield Redevelopment ` t r TERLOO 319-291.4365 ,r„p1ityofmSetk.lo ri F Our growing team is committed to ensuring your brownfields program remains an example of success on a national scale. CITY OF kJ VJ TERLOO IHIRGreen® SUUCONSULTANTS HR Green has assembled a team of high -quality, trusted firms to achieve the City's Rath Cleanup project goals. ASBESTOS SURVEY, DESIGN, AND OVERSIGHT IOWA ENVIRONMENTAL SERVICES Inc. Iowa Environmental Services, Inc. (IES) is an asbestos firm with 19 years of experience across the State of Iowa. Their Iowa -licensed asbestos survey, design, and abatement professionals will be available to provide comprehensive abatement planning and oversight support to the project and provide comprehensive asbestos cleanup support to the City's project. IES's in-house asbestos testing capabilities will further support the project and prevent delays as a result of shipping to an outside laboratory. They are currently providing similar services to another eastern Iowa community to assist them in their brownfields redevelopment goal. CONTACT: Jeff Moats - Project Coordinator Phone: 515.279.8042 I Email: jeftm@iesiowa,com Cedar Rapids Office: 2222 Johnson Avenue NW I Suite 9 I Cedar Rapids, IA 152405 Des Moines Office: 1101 Aurora Avenue I Urandale, IA 150322 CULTURAL RESOURCES AND HISTORIC DOCUMENTATION ► t u LIIINff TALLGRASS ARCHAEOLOGY Tallgrass Archaeology, LLC (Tallgrass) will help the City navigate National Historic Preservation Act requirements for the project. The firm specializes in conducting all levels of archaeological and architectural/historical studies as part of the Section 106 review. In fact, Tallgrass already has extensive experience documenting the history of the former Rath Packing Plant site. The City previously retained the firm to produce the popular "Bringin' Home the Bacon" booklet currently posted on the City's website. This level of knowledge will be critical to assisting the City in developing any remaining historical documentation as part of this project, should it be necessary. Tallgrass is women -owned business that is a Disadvantaced Business Enterprise (DBE) - Iowa DOT certified, and a Targeted Small Business (TSB) - Iowa Economic Development Authority certified. CONTACT: Cindy Nagel - Managing Principal Partner Phone: 319.354.6722 I Email: cindy.nagel©tallgrassarchaeology.com 2460 S Riverside Drive I Iowa City, IA 152246 Page 2 Page 183 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath Buildings PROJECT MANAGER AND KEY PERSONNEL HR Green has assembled a team of experienced professionals dedicated to helping the City of Waterloo abate the asbestos -containing material from the Rath buildings located along Sycamore Street. The multi -disciplinary group consists of State -licensed and certified groundwater and asbestos professionals, Section 106 experts, urban planners, licensed engineers, GIS experts, grant writers, and public outreach specialists. All will assist the City in successfully meeting the terms of its cooperative agreement. Rose Amundson will lead the team with primary support coming from HR Green technical staff located in Cedar Rapids. These individuals have been engaged in a wide array of brownfield projects in Iowa and Region 7. In addition to the key personnel assigned to Waterloo's project, supplementary staffing and skills can be utilized from HR Green's 700+ person firm. HR Green's Organizational Chart demonstrates the lines of responsibility and communication to perform the services outlined in the REP. ORGANIZATIONAL CHART CITY OF �gI�TERLOO« Principal ► Stacy Woodson, PE IOWA Community of Opportunity ► Rose Amundson, CGP SUPPORT STAFF Firm/Personnel Legend ► HR Green, Inc. ► Iowa Environmental Services, Inc. ► Tallgrass Archaeolgy, LLC * * Women Owned Business / DBE/ TSB Firm Technical Advisor ► Steve Prideaux, AICP Grant Implementation ► Rose Amundson, CGP ► Steve Prideaux, AICP Community Involvement ► Steve Prideaux, AICP ► Rose Amundson, CGP Cleanup Planning and Oversight ► Rose Amundson, CGP ► Stacy Woodson, PE ► Sydney Larson ► Carl Folz ► Mike Liska, GISP ► Emily Carney, GISP ► Jett Moats ► Richard Soyer ► Scott Brown ► Robert Sigmund ► Cindy Nagel ► Ray Werner IOur team has decades of experience in facilitating brownfields redevelopment. We are dedicated to mitigating, improving, and restoring your stigmatized properties. 14B CITY OF t&iPf TERLOO HRGreens=,ua Page 3 Page 184 of 378 RESUMES EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath Buildings EXPERIENCE 15 Years EDUCATION MS, Hydrology, University of Arizona, 2011 BS, Environmental Science, Iowa State University, 2008 BA, Political Science, Iowa State University, 2008 REGISTRATION / LICENSE Certified Groundwater Professional, IA 2103, 2013 SPECIALIZED TRAINING & CERTFFFCATIONS OSHA 40-Hour Hazardous Waste and Emergency Response, ASHI Basic First Aid and CPR, Iowa Certified SWPPP Designer Rose Amundson, CGP - Project Manager Rose is a Certified Groundwater Professional (#2103) and an Iowa Certified SWPPP Designer with over 15 years of experience in brownfields assessment, mitigation, redevelopment, and environmental due diligence. Hose enjoys working with clients to facilitate impacted site redevelopment and to realize revitalization within communities. Her project work includes the redevelopment of impacted properties into a community center, a transportation and public works facility, and a brew pub and coffee shop. She has cleared numerous properties for commercial and residential redevelopment. Her experience includes a broad spectrum of environmental projects including Phase 1 and li Environmental Site Assessments, remediation investigations, contamination transport modeling, tank removals cleanups, remedial implementation, regulatory compliance with SPCC Plans and SWPPPs, and storm water design. She has worked extensively with the communities in lowa to assist in environmental investigations and project development under brownfield assessment grants and lowa DNR oversight and to address underground storage tank and additional due diligence needs. Her work has included environmental assessments in and around critical areas in communities to assist with revitalization and catalyze redevelopment where it was previously stagnant. This includes the Grand Crossings and Riverfront Renaissance areas in Waterloo, Iowa and Upper Bee Branch and South Port areas in Dubuque, Iowa. SELECTED PROJECT EXPERIENCE N EPA Brownfields Community -Wide Assessments - Waterloo, IA - Project Manager and Lead Scientist e Chamberlain Manufacturing Company - Waterloo, IA - Project Manager and Lead Scientist* r' EPA Brownfields Cleanup Grant - East Blum - Dubuque, IA - Project Manager * ▪ Jule Operations and Training Center Superfund Redevelopment - Dubuque, IA - Project Scientist * r EPA Brownfields Cleanup Grant - Katelman - Council Bluffs, IA - Project Scientist r> EPA Brownfields Community -Wide Assessments - Oskaloosa, IA - Project Manager and Lead Scientist I> EPA Brownfields Community -Wide Assessments - Sioux City, IA - Project Manager EXPERIENCE 16 Years EDUCATION MS, Urban and Regional Planning, University of Iowa, 2008 BA, Political Science, University of Iowa, 2006 BA, History, University of Iowa, 2006 REGISTRATION / LICENSE American Institute of Certified Planners, IA 242953, 2012 Steve Prideaux, AICP - Technical Advisor Steve is a Waterloo native with extensive knowledge of the EPA Brownfields Program. As his primary career focus since starting with HR Green in 2007, his expertise includes helping communities identify and inventory potential brownfields sites, conducting Phase I Environmental Site Assessments (ESAs), creating outreach tools to educate residents on the brownfields process, coordinating with state/federal agencies, and advancing re -use planning efforts. Steve is also tasked with ensuring grantees remain in compliance with all federal reporting requirements. This involves preparing necessary quarterly and annual documentation. Steve also specializes in leveraging funds for client projects. He has secured over $6 million of EPA Brownfields Program grants including nearly $1.8 million on behalf of the City of Waterloo. Other successful grant applications include the following: Iowa DNR 128A brownfields funds; IDED Iowa Brownfields Redevelopment Program; Iowa DNR Derelict Buildings Grant Program; EPA Re -Powering America's Land Program Feasibility Study Program; Iowa Office of Energy Independence (OEI) Energy Conservation Block Grant; United States Department of Agriculture (USDA) Rural Energy for America Program; and the EPA Environmental Justice Small Grants Program. Steve has been intimately involved in Waterloo's brownfield program for 16 years. As his first project with the company, his past work includes authoring five EPA grant proposals awarded to the City; managing all content for the City's project website (www.thenewwaterloo.com); conducting approximately 50 ESAs; helping host numerous outreach events like at Farmer's Market booths, local churches, and City Hall; drafting white papers for city staff to present on lobbying trips; and coordinating with state and federal partners from the Iowa DNR and EPA on behalf of the City. SELECTED PROJECT EXPERIENCE I>Brownfields Hazardous Substances and Petroleum Assessment Grant - Waterloo, IA - Lead Planner Chamberlain Manufacturing Company - Waterloo, lA - Project Planner * e Brownfields Hazardous Substances Cleanup Grant - Arlington, IA - Staff Planner * Brownfields Hazardous Substances and Petroleum Assessment Grant - Sioux City, IA - Lead Planner t Brownfields Hazardous Substances and Petroleum Assessment Grant - Oskaloosa, IA - Lead Planner Brownfields Hazardous Substances and Petroleum Assessment Grant - Denison, IA - Lead Planner CRY OF rJ� TERLOO HRGreen. , .. * Project descriptions provided in previous experience section. Page 4 Page 185 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath Buildings I@ EXPERIENCE 25 Years EDUCATION BS, Civil Engineering, Iowa State University, 1998 REGISTRATION / LICENSE PE, IA, 17389, 2005 PE, MN, 50739, 2013 Stacy Woodson, PE - Principal -in -Charge /QA/QC Stacy gives experienced project management and leadership to a group of environmental professionals at HR Green. Her background includes quality control of environmental documents, overseeing master contracts, developing scopes and budgets, tracking project budgets and schedules, design team coordination, environmental impact analysis, public involvement, agency coordination, traffic noise studies, corridor studies, feasibility studies, and environmental compliance. Stacy has extensive knowledge of the National Environmental Policy Act (NEPA) process, including Environmental Impact Statements, Environmental Assessments, Categorical Exclusions, Section 4(f)/6(f), Section 106, and Section 7 consultation. In addition, she is responsible for the quality of environmental products such as Phase I and II Environmental Site Assessments, Quality Assurance Project Plans, Sampling Plans, as well as other Brownfield project reports. Stacy served in this same role for the City of Waterloo's previous EPA Brownfields cooperative agreements. SELECTED PROJECT EXPERIENCE EPA Brownfields Community -Wide Assessments - Oskaloosa, IA - Principal in Charge and QA/QC 1> EPA Brownfields EPA Brownfields Community -Wide Assessments - Denison, IA - Principal -in -Charge and QA/OC r- EPA Brownfields Community -Wide Assessments - Sioux City, IA - QAIQC r' EPA Brownfields Community -Wide Assessments - Waterloo, IA - QAIQC IOWA ENVIRONMENTAL SERVICES Inc. Tyr EXPERIENCE 36 Years EDUCATION BS, Occupational Safety Health, Iowa State University, 1988 REGISTRATION / LICENSE State of Iowa Asbestos Inspector, No. 23-99161 AHERA Asbestos Supervisor Training Jeff Moats - lowa Licensed Asbestos Professional Jeffery is an industrial hygienist, project coordinator, and State of Iowa Asbestos Inspector (License No. 23-99161). He will serve as IES's project coordinator for this project and work closely with our environmental team to keep the City of Waterloo's project on schedule. Jeffery is currently working on a team to assist the City of Clinton on their Brownfields Cleanup project with and serves as the asbestos manager and inspector. His past experience includes asbestos removal coordination, school surveys, building inspections, and air sample collection for asbestos removal project. This project experience includes work at large, industrial facilities, universities, and institutions. SELECTED PROJECT EXPERIENCE t' EPA Brownfields Cleanup Grant - Clinton, IA - Project Manager for Asbestos Inspections, Design, and Monitoring l> University of Iowa - Iowa City, IA - On site consultant for asbestos related issues and remediation projects varb TALLGRASS ARCHAEOLOGY EXPERIENCE 27 Years EDUCATION BA, Anthropology, University of Iowa, 1997 Cindy Nagel - Cultural Resources and Historical Preservation Lead Cindy Nagel has served as the Project Manager at Tallgrass Archaeology since 2022. She was previously a Project Archaeologist at Tallgrass Archaeology between 2008 and 2022. In her role as Project Manager, Cindy interfaces with clients, schedules fieldwork, manages invoicing and billing, and assists with report writing and editing. In her prior role as Project Archaeologist, she participated in all levels of investigations and completed project proposals, site analyses, site evaluations, and project reports. She is well versed in the Section 106 process, having completed well over 250 cultural resource projects and has been involved in the consultation between client, SHPO, and responsible federal agencies. Cindy completed her B.A in Anthropology and a Certificate in American Indian and Native Studies at the University of Iowa. Her M.S. is in progress at St. Cloud State University. SELECTED PROJECT EXPERIENCE r US EPA Cleanup Grant - West Blum, 411 E 15th Street: Phase I Archaeological Reconnaissance - Dubuque, IA crow' OF TERLOO HRGreen. arziopelkodiy Page 5 Page 186 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath Buildings Additid ers Mike Liska is a GISP with 18 years of experience. He is also a licensed drone pilot who has been responsible with documenting construction observation for a myriad of infrastructure projects including bridges, pump stations, and structures. Mike's role will include assisting the project with support through the City's GIS web portal and he can document the progress of the abatement and demolition of this historical site in Waterloo. Emily Carney is a GISP with 9 years of experience with FIR Green. Emily has a background in environmental science and has been involved in a number of brownfield projects. Emily will support our project team through GIS-related activities. Carl Folz is an environmental professional with 2 years of experience in consulting. He holds a BS in Environmental Geoscience and MS in Environmental Science. Carl has worked on our environmental team conducting field investigations and completing construction observation. Sydney Larson is the newest member to our HR Green environmental team. She holds a BS in Geology and works out of our Cedar Rapids office. Sydney has been involved in brownfields and NEPA projects and will continue to support our team. Richard Sawyer is the president of IES and a licensed asbestos design professional with decades of experience in Iowa and the surrounding region. His experience as president includes assisting with specification writing in addition to job monitoring and air sampling for all sizes of asbestos removal projects. Scott Brown is an Iowa -licensed asbestos professional with IES. His experience includes asbestos inspections, removal site monitoring, air sampling, and reporting. Robert Sigmund is an environmental laboratory professional. As a laboratory specialist he is responsible for establishing and maintaining IES's laboratory accreditations and is the individual in charge of laboratory duties for analysis of asbestos fibers in air samples and bulk samples. Ray Werner is a lead Architectural History Principal Investigator with over 10 years of experience. He has experience in the field, coordinated field research and authoring technical historic reports. PREVIOUS EXPERIENCE The chart on page A-1 of the Appendix outlines our EPA Region 7 experience. Note the matrix highlights HR Green service capabilities spanning the entire breadth of the brownfields cycle from identification, prioritization, assessment, cleanup planning, and remediation - with much of the work funded by state and/or federal programs. HR Green has implemented 75 EPA Brownfield Assessment/Cleanup Grants since 2007 for multiple communities, of which 19 were for the City of Waterloo. Our long-standing relationship with EPA Region 7 enables us to understand and meet their expectations relative to documentation, quality assurance/control measures, and schedules. HR Green's extensive experience administering EPA grant funds allows our client communities to focus their attention on the bigger priorities - returning impaired properties back to productive reuse! Clients expect redevelopment services to extend beyond the completion of environmental site assessments. HR Green excels at leveraging funds that correspond to redevelopment, formulating plans that transform brownfield areas, and utilizing our staff to augment and/ or implement redevelopment initiatives. HR Green's methods are proven - our involvement in EPA's Brownfields Program has contributed to the betterment and sustainability of our client communities by reclaiming 276 blighted parcels totaling 381+ acres! Waterloo Brownfield Assessment Projects Map I��a ^l+, w �... �. HR Green recently helped coordinate a meeting designed to share brownfields redevelopment strategies amongst staff from the City of Waterloo, City of Denison, EPA Region 7, and Iowa DNR. HR Green is the consultant of choice for Iowa communities receiving EPA Brownfields Grant funding. Our team has helped manage the majority of Assessment and Cleanup Grants within the state since the program's inception for over 25 years. Cm OF t�r� TERLOO HRGreen. Page 6 Page 187 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath Buildings CASE STUDIES iL II II0 I j IC 0 Chamberlain Manufacturing Company Waterloo, IA Chamberlain was founded in the early 1900s producing metal washer wringers, aluminum awnings, refrigerator shelves, and from at least World War II on, projectile missile parts. The company employed nearly 800 workers at zenith before ceasing operations in 1994. Its closure left 24 abandoned buildings totaling approximately 500,000 square feet of space in a predominantly residential neighborhood and adjacent to a municipal golf course, park, and pool. Failed reuse attempts caused the structures to quickly decay into an unattractive nuisance known to harbor vagrants and conceal illicit criminal activities. The vacant 22-acre facility came to serve as a dramatic symbol of Waterloo's larger inability to adapt in a changing economy. Chamberlain's expansive size, combined with its physical state of overgrown vegetation and severely deteriorated buildings surrounded by security fencing, conjured up images of an abandoned wasteland. Nearby residents struggled with several ills including feelings of social isolation, economic hardships stimulated by decimated property values, and in some cases, health anxieties resulting from potential exposure to contaminants. EPA issued a unilateral administrative order on April 20, 2010 for the former operator to engage in a series of short-term and long-term actions to address contamination on and around the site. HR Green Team Responsibilities and Role HR Green obtained $575,000 in EPA funds on behalf of the City to investigate the former plant. Subsequent environmental investigations identified heavy metals and five other cancer causing chemicals in perched water and groundwater. Volatile contamination in groundwater was identified both on -and -off -site, raising the concern about exposure to adjacent and proximate property owners via soil vapor intrusion. Indoor air samples were collected from the interior of several residential basements and vapor mitigation systems were installed to alleviate exposure. HR Green worked with the City to maintain active remediation. HR Green also assisted the City in positioning the former plant for future redevelopment. This included reviewing analytical data to identify remaining areas of potential impact as it relates to future use exposure risks and creating reuse designs to display at an open house and present to city staff and elected officials to gather input and ultimately select a preferred reuse concept. The referenced final work products will assist the City in its negotiations to agree upon a final remediation plan with the former plant operator. HR Green continues to support the City of Waterloo with ongoing site activities as they move forward with redevelopment plans on the site and surrounding area. 1 ® CITY OF REFERENCE Noel Anderson Community Planning and Development Director 715 Mulberry Street Waterloo, IA 319.291.4366 noel.anderson@waterloo-ia.com EPA FUNDING $250,000 Haz. Sub. Assessment Grant $100,000 Petroleum Assessment Grant $200,000 Cleanup Grant $25,000 Environmental Justice Grant li LEVERAGED FUNDS $343,000- Fed. Earmark (Demo) 19 $325,000- IDFD (Demo) SERVICES PROVIDED Phase I & II, Community Outreach, Redevelopment Planning, Site Cleanup, Demolition Specifications, Oversight CITY Oy kJ«TERLOO J Community of Opponurury HRGreen, Page 7 Page 188 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number 1 BF96705401-0 for Cleanup of Rath Buildings East Blum Dubuque IA East Blum is a former scrap yard/recycling business located within Dubuque's Washington Neighborhood. Prolonged economic disinvestment and job flight continue to impact this low-income community just northeast of downtown. City officials launched an ambitious effort to revitalize the long -distressed area through strategic public investments including the $232-million Bee Brach Creek "daylighting project" less than a block away. Redeveloping the East Blum property was a key component of the initiative. The East Blum site consisted of several declining metal structures surrounded by single-family homes and other light industrial uses. Although operations ceased in 2015, the blighted property threatened to hamper the City's aggressive undertaking without intervention. Concerns such as the improper storage of automotive batteries, presence of numerous 55-gallon drums and staining throughout the site, and former activities like smelting prevented its reuse. HR Green Team Responsibilities and Role HR Green completed Phase I and II Environmental Site Assessments (ESAs), as well as a Hazardous Materials Inventory (HMI), on behalf of the City under an EPA Brownfields Assessment Grant. These investigations helped gain a better understanding of the contaminants, including levels of lead and arsenic that exceeded Statewide Standards in soils, and allowed the City to satisfy CERCLA due diligence prior to acquiring the property. Our team also assisted the City in identifying an appropriate remediation strategy through the preparation of an Analysis of Brownfield Cleanup Alternatives (ABCA). The referenced document outlined three potential scenarios and vetted each based on their respective effectiveness, cost, ability to implement, and environmental impact. The City later contracted HR Green to evaluate, design, and implement a permanent cleanup remedy for impacted soils at the site as part of an EPA Brownfields Cleanup Grant. This involved taking the property through the Iowa Department of Natural Resources (IDNR) Land Recycling Program (LRP). A Site Assessment Report (SAR) detailed the vertical and horizontal extent of the contamination. Our team also addressed the building materials concerns (asbestos and lead dust) prior to demolition. IDNR issued a No Further Action (NFA) certificate on January 27, 2020 that cleared the property for redevelopment. Future plans for East Blum focus on constructing recreational uses that complement the adjoining Bee Brach. An extensive public outreach campaign conducted by city officials indicate preferred concepts include a natural playscape, climbing opportunities, a bike and scooter playground, access to the water, and outdoor fitness equipment (see graphic to the right). CITY OF (�i`V TERLOO HRGreen..,.,.,l AFTER REFERENCE Steve Sampson Brown Project Manager 50 West 13th Street Dubuque, IA 563.589.4272 sbrown@cityofdubuque.org SERVICES PROVIDED Phase I and II ESAs, HMI, ABCA, Site Cleanup, Demolition Specifications, Demolition Observation TI-[S CITY OF DUB Masterpiece on the Mississippi EXAMPLE ONLY Page 8 Page 189 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath Buildings Peoples Natural Gas Superfund Site Redevelopment, Jule Operations and Training Center Dubuque, IA Peoples Natural Gas was a former coal gasification plant that operated from the 1930s until its closure in 1954. The facility produced coal tar as part of its gas manufacturing processes that was disposed of on -site, creating hazardous levels of related contaminants. The United States Environmental Protection Agency (EPA) listed the facility on its National Priorities List as a Superfund site on August 30,1990. The site's Technical Impracticability Evaluation Report, issued in 2006, estimated 608,380 pounds of polycyclic aromatic hydrocarbons and 5,910 pounds of volatile organic compounds (BTEX) remained on the property in groundwater and soil -primarily in the form of pure -phase coal tar. HR Green Team Responsibilities and Role HR Green participated in the design and construction phases of the project. Civil design was informed by our environmental team's experience with the site. HR Green authored the hazardous material handling plans and specifications for asbestos abatement, building demolition, and the subsequent site cleanup along with oversight of the activities. Stakeholder coordination was a major focus for our team throughout this project. It was vital to satisfy the regulatory agencies and the responsible parties while meeting the design needs of the project. The design left the existing building slab in place, maintained the building footprint, and raised the site by several feet. This approach avoided unnecessary excavation into contaminated soil and bypassed the Iowa DNR requirement to conduct additional cleanup and disposal activities underneath the building. The raising of the site along with the installation of a passive vapor collection system and a 10-mil vapor barrier installed underneath the new slab mitigated vapor exposure concerns. Construction began with excavation for the installation of new services to the building. HR Green observed excavation activities, managed and mapped soil stockpiles, and coordinated contaminated soil fate with the EPA. Contaminated soil was either re -used on -site after negotiations with the EPA or was disposed of at the local landfill in accordance with the CERCLA Off -Site Disposal Rule. With the raising and re -grading of the entire site, the monitoring wells also needed to be adjusted accordingly. HR Green produced an action plan for each monitoring well on the property and carried out those adjustments and associated abandonments in the field. The City of Dubuque constructed its Jule Operations and Training Center on the former Peoples Natural Gas site in 2018. The structure houses the local public transit operations. EPA Region 7 awarded the project a LEAFS Award in April 2018 for excellence in site reuse. are of rJ�kTERLOO REFERENCE Steve Sampson Brown Project Manager 50 West 13th Street Dubuque, IA 563.589.4272 sbrown@cityofdubuque.org FUNDING FTA Grant, $6.2 million estimate SERVICES PROVIDED Environmental sampling, design, and cleanup planning Stakeholder coordination Contractor oversight and Health and Safety Plan review Civil Engineering Masterpiece on the Mississippi MRGreen. Page 9 Page 190 of 378 EPA CERLCA Section "104(IC) Cleanup Grant Ntiniher I f3F9G705401--0 for Cleanup of Rath buildings Former Abington School Arlington CQrnmtinty Arlington Brownfields Project Arlington, IA Arlington is a rural community of 429 residents located in northeast Iowa. Increasing maintenance costs and declining enrollment forced the closure of the town's only school in 1985. The structure remained underutilized for over two decades as plans to renovate it into an antique mall never materialized. The property eventually became an uncontrolled dumping ground as tires, appliances, and 55-gallon drums were scattered throughout the property and within the building. Local officials were concerned about the building's state of disrepair and asbestos containing materials. Broken windows and a leaking room exposed the former school to harsh weather conditions making the building unsafe. HR Green Team Responsibilities and Role HR Green completed a Phase I Environmental Site Assessment (ESA) on behalf of the City of Arlington under an Environmental Protection Agency (EPA) Brownfietds Assessment Grant awarded to Upper Explorerland Regional Planning Commission (UERPC). This work identified several on -site recognized environmental conditions that required further investigation. The report also allowed the City to satisfy its due diligence prior to taking title to the former school. Subsequent soil and groundwater sampling activities completed by HR Green did not identify any contaminants exceeding statewide standards; however, asbestos containing materials (ACM) and lead -based paint (LBP) were detected in the structure's building materials. City officials strongly desired to demolish the former Arlington School and replace it with a source of civic pride. Estimated costs associated with ACM abatement and razing the structure would place serious strain on the City's limited budget. HR Green assisted the community in identifying state and federal sources of funding to advance the effort. Our team successfully authored several applications including a $200,000 EPA Brownfields Cleanup grant and a $50,000 Iowa Department of Economic Development (IDED) Iowa Brownfields Redevelopment Program forgivable loan to offset abatement expenses and a $75,000 Iowa Department of Natural Resources (IDNR) Derelict Buildings Program grant to deconstruct the building. City staff tasked HR Green with preparing bid specifications, leading agency coordination efforts, and providing part-time construction observation for the project. Consistent with the IDNR grant's goals, 99.6% of materials by total weight was diverted from the local landfill. The approach involved selling individual bricks as a fundraiser, recycling the building's steel and aluminum, and utilizing the remaining deconstruction materials as clean fill for backfilling the school building excavation site and for Fayette County road projects. A grassroots effort led by local citizens and alumni thereafter raised enough funds to construct the Arlington Community Center. Opened in 2015, the 8,950 square -foot facility features a gym, fitness room, and meeting rooms. It also serves as a gathering place for weddings, anniversaries, graduations, and family celebrations. The former school site has now become a focal point of Arlington that draws individuals into the town from the surrounding areas. CITY OF !�JJTERLOO HRGreen. J c r REFERENCE Mary Jo Brown City Clerk 730 Main Street Arlington, IA 563.633.2345 brownmj@arlingtonia.com EPA FUNDING $200,000- Cleanup Grant ADDITIONAL LEVERAGED FUNDS $75,000 (Iowa Department of Natural Resources- Derelict Buildings Program) $50,000 (Iowa Department of Economic Development- Iowa Brownfields Redevelopment Program) SERVICES PROVIDED Phase I & II ESAs, grant writing, bid specifications development, construction observation, and interagency coordination 11111111 ref �1� —CITY OF— ARLINCTON WiiCRE NILLS AU PRAM M[Ei' 1, L .. Page 10 Page 191 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number 1 BF96705401-0 for Cleanup of Rath Buildings TECHNICAL APPROACH & COMPREHENSIVE PLAN / SCOPE OF SERIVCES The Rath building has long stood as a symbol of the devastation experienced by the community during the 1980s farm crisis. Realizing an industrial reuse that complements the adjoining Crystal Cold Storage facility will be a fitting close to this chapter of Waterloo's history. HR Green will deploy a team of State -licensed and certified groundwater and asbestos professionals, urban planners, environmental professionals, cultural resource and historic experts, licensed engineers, and GIS experts to ensure the City successfully meets the terms of your cooperative agreement. The following sections summarize our proposed approach to the individual tasks as outlined in your work plan and your request for proposal (RFP). CO Task 1: Program Implementation HR Green assisted the City with implementing each of its previous EPA Brownfields Program grants dating back to 2000. Part of this role included making certain the community was compliant with reporting requirements. Our team will apply this extensive experience when helping the City to properly manage its project per EPA regulations and guidelines. Remaining in a position of good -standing with federal regulators keeps Waterloo eligible for future funding opportunities. REQUIRED DOCUMENTATION We will work collaboratively with city staff to prepare and submit mandatory documentation to the EPA as specified in your cooperative agreement. These efforts include filing quarterly progress reports (QPRs), a Final Programmatic Performance Report, annual Federal Financial Reports (SF 425), and annual MBE/WBE statements (5700-52a). ATTEND MEETINGS WITH STATE AND FEDERAL AGENCIES Our team will serve as the City's technical liaison during project discussions with state and federal regulatory agencies. HR Green has long-standing relationships with both EPA Region 7 and IDNR staff. We routinely work with Mr. Mel Pins, Director of the Iowa Brownfields Program, on redevelopment projects in Waterloo. Recent interactions include preparing a Phase 1 ESA on behalf of the Waterloo Development Corporation using funding from the agency's 128A program and obtaining a letter of support from him to write the City's FY24 Multipurpose Grant application. We also continue to engage Mr. Pins for technical and financial support related to this cleanup project. In fact, Mr. Pins discussed the availability of additional cleanup dollars for ACM abatement at Rath through his referenced program should expenses exceed the allocated federal grant amount during a recent meeting with HR Green. HR Green works with a variety of EPA Project Officers in its role as an environmental consultant. Our team will continue the past practice of participating in monthly phone conference calls with city staff and the assigned individual (Keith Slider), including establishing the agendas. This tactic helps manage expectations and ensures all parties remain in the communication loop. Resulting meeting minutes will serve as a monthly report documenting activities that help generate the City's quarterly progress reports for submittal to the EPA. fratil rag Task 2: Community Involvement The City made concerted efforts to empower and inform people during previous brownfields grants. City officials utilized several methods of communicating progress and soliciting input to actively involve key stakeholders such as affected citizens, property owners, businesses, and developers throughout the project. Our team will continue this public involvement plan through the following initiatives: 1-iRa CITY OF t�t� TERLOO COMMUNITY ENGAGEMENT OPEN HOUSE EVENTS We will assist the City with two (2) open houses per the cooperative agreement work plan. HR Green understands the purpose of the first meeting is to inform residents of the cleanup grant activities. A second meeting scheduled for March 2025 will summarize cleanup activities. HR Green staff will prepare the presentations for each event and answer all technical questions received from interested parties. Our experience in Waterloo suggests that outreach meetings are better -attended if hosted in a public place such as the Urban Farmer's Market. L HR Green and city staff engaging the public at an Urban Farmer's Market event. PROJECT PARTNER COMMITTEE MEETINGS We will assist and attend at least two (2) project partner committee meetings per the RFP. The City has aligned with Eastside Ministerial Alliance (EMA) to distribute informational materials and work with local non-profit organizations (e.g., places of worship, community centers, etc.) to host public outreach meetings. Further, the City will rely on EMA to activate and represent target area citizens by reprising its role as a trusted go-between for affected residents and officials as it did for an EPA Environmental Justice Grant. Grow Cedar Valley, an organization dedicated to elevating the economic vitality of area businesses and communities, will partner with the City and Crystal to find an end user that creates jobs and grows the tax base. HR Green will engage in these activities and discussions as directed by city staff. TEMPORARY ON -SITE SIGNAGE HR Green will design content for the temporary signage that informs citizens of the project and highlights the local/state/federal partnerships. Our team has already engaged Signs By Tomorrow to discuss the signs to be installed along Sycamore Street and Vinton Street. They indicated 5 feet by 10 feet composite signs with an aluminum face and painted wood frame would fit within the City's $4,000 budget as established in the grant application. C, REDEVELOPED INTO 4a�000 Dus E Bee Branch Creek ` rw Oreenway Maintenance r.. Facility & Park MEOW nr[e„W[Ct Oheebranchdbq • :'beebranchbyzz r- Example of temporary signage for the City of Dubuque's Brownfields Cleanup Grant project. HRGreen. al Page 11 Page 192 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath Buildings DEVELOP PRESS RELEASES Our outreach professionals will prepare two press releases on behalf of the City. The documents will summarize project activities completed to date and highlight process success. These individuals will work with city staff to identify appropriate entities to receive the document such as local television stations, radio stations, newspapers, etc. HR Green will also post copies of the press releases on the project website (discussed further below). t �ox Si CIjY F« yr,Ix City EPA BFownAI•te Bak a se ^SloueiB etds Grant Update ,..a te" = �1,7; :1; Fsa`n4 .." eM N 61vswR;lp?.aV w ra.b.'a :� •9 — \ ._ Ng EPA) Example of a press release for the City of Sioux City. DEVELOP A BROWNFIELDS BROCHURE HR Green will create an informational brochure for the former Rath Buildings cleanup project. The outreach tool will highlight the property's history; summarize past environmental investigations completed on -site; explain the remediation strategy; discuss proposed redevelopment options; offer answers to frequently asked questions; and provide city staff and environmental consultant contact information. Hard copies will be made available for distribution at city hall, during public meetings, etc. while an electronic copy will be downloadable on the project website. The City will be able to use a local company to print the 200 hard copies with its $400 supplies budget. We can print the brochures if desired. 0. Example of a community outreach brochure for the City of Waterloo. MAINTAIN THE PROJECT WEBSITE FIR Green is committed to helping the City's brownfields program be transparent for residents. Our team developed a highly -dynamic website (www.thenewwaterloo.com) in 2007 that makes project information readily available to anyone at the click of a button. The mobile -friendly tool includes an overview of the project, highlights success stories, offers numerous "before" and "after" pictures, cites leveraged sources, and includes up-to-date news items. Most importantly, an interactive GIS-based map with querying features allows citizens to view properties selected for investigation, monitor progress, and examine site observation notes, photos, and reports in this online document repository. HR Green will continue to make certain the website remains up-to-date with milestones related to the cleanup project. This will include posting public meeting notices, cultural and historic materials, bid specifications, cleanup reports, etc. CD Task 3: Site Cleanup Our team prides itself on its ability to implement successful EPA Brownfield Grants and to revitalize properties in communities. We understand cleanup planning and implementation activities encompass a range of activities including agency coordination, construction preparation, field oversight and documentation. Staying on schedule and understanding the sequencing of the activities during this process is critical to the success of the project. Our team understands this and have been successful with similar projects while working with State and Federal agencies. The results of which have allowed for future redevelopment projects. PROJECT KICKOFF MEETING WITH EPA AND IOWA DNR We believe relationships and communication matter and that is even more true for large-scale projects such as the Rath Cleanup project. We have extensive work experience working with both Iowa DNR and EPA and understand what they are going to ask of the City and project team. Our team knows the project history and can hit the ground running. At the initial project kickoff meeting, held shortly after award of the project, we plan to outline the project schedule; key players from agencies, the City, and the project team; and discuss initial action items to ensure a successful project. During or shortly after the initial kickoff meeting, our team plans to hold additional meetings with both Iowa DNR and State Historic Preservation Office (SHPO). The meeting with Iowa DNR is to discuss additional funding and support available to complete a supplemental asbestos survey using 128A funding. Mel Pins with Iowa DNR is an active advocate for brownfields projects across the State and has voiced support for this project. The additional meeting with SHPO is to get an early start to understanding the historical documentation needs for the Section 106 consultation process. We understand that this process can take a significant amount of time and an early start will prevent delays later in the project. ASSIST IN PREPARING RFP AND BID SPECS FOR SELECTION OF ACM CONTRACTOR Our asbestos professionals will complete any additional asbestos inspections needed during this project. We have reviewed the previously provided asbestos survey and understand that supplemental work is needed to address some areas not accessed and to prevent potential unexpected cost increases during abatement. As outlined above, teaming with Iowa DNR for 128A funding assistance is a great way to cover the cost of this expense and bring an additional partner to the table. This team of environmental professionals includes asbestos professionals with experience developing abatement specifications, conducting surveys, abating ACM, and providing abatement inspections. Our teaming partner, IES, is highly responsive and have an in-house asbestos testing laboratory that allows for prompt response to your project's needs. HRGreern. CITY OF W�� /TERLOQ ,- , Page 12 Page 193 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath Buildings CULTURAL RESOURCES AND HISTORIC DOCUMENTATION Our historical documentation team previously completed "Bringing Home the Bacon" booklets for the larger Rath Meatpacking Plant project and are familiar with the site. We plan to contact SHPO early to discuss what was previously prepared for the larger site, the purpose of this project, and the historical documentation needed to commence with abatement activities. Following this discussion, supplemental or a complete architectural survey of the structure will be completed. Should a buffer be applied around the footprint of the structure for an archeological survey, our team can complete this to keep the project on schedule. Field activities are planned for summer 2024 and this schedule will allow documentation to be provided by February 2025 for SHPO review and approval. © Tallgrass previously created the Section 106-compliant "Bringin' Home the Bacon" document for the larger site. STATE/FEDERAL AGENCY COORDINATION HR Green works across State and Federal agencies for projects routinely for permitting, cleanup, construction, and infrastructure projects. Early communication and coordination is key to creating a project that is in step with agency documentation schedules. From the kickoff meeting and obtaining additional funding support to Division of Labor notification prior to abatement and Davis -Bacon documentation, we know what to expect and work with the necessary agencies to make sure permits, worker protection, and cleanup activities are completed and that the site is ready for demolition and redevelopment. ON -SITE ACM INSPECTIONS AND AIR QUALITY MONITORING CONTRACTOR Our team of professionals complete this task routinely for similar abatement projects and can be on -site to conduct air quality monitoring surveys and abatement inspections. Site visits will be completed by project staff at the discretion of the City and HR Green to best monitor site activities with a minimum of 10 site inspections. Upon completion of any site observation activities, a summary of the site observations, project status, samples collected, and any observed concerns will be communicated to the City of Waterloo by your project manager. DAVIS-BACON REQUIREMENTS Funding for this project requires that contractors completing abatement activities comply with Davis -Bacon regulations. HR Green has experience creating bid specifications and obtaining required documentation that will comply with this regulation during cleanup projects. We will assist with documentation and record retention to verify contractor compliance as this project progresses. CITY OF % TERLOO PREPARE CLEANUP DOCUMENTATION AND FINAL CLEANUP REPORT During abatement activities, record keeping of hauling and disposal manifests, Davis -Bacon records, and other pertinent information is compiled by our team to track the progress of the project and prepare grant -required documentation. This includes quarterly progress reports, ACRES tracking, and the Final Cleanup Report that summarized the full extent of work completed on the site during the period of the grant. HR Green coordination with OSHA Work Safe to maintain a sate work site during cleanup activities. Additional Services While the scope of work can be fully executed by our team, we understand that additional services may help to supplement the project and provide additional funding assistance to this massive project. Iowa DNR's 128A funding assistance is an additional funding source that has not yet been utilized on this project and could provide funding assistance for the supplemental asbestos survey. The supplemental asbestos survey is recommended to fill in areas of the original survey that could result in potential change orders and/or delays during abatement or demolition activities. This includes areas of the structure that were not accessed by the previous team of asbestos professionals and collecting samples of additional suspect material (i.e. behind cork insulation). This work is not included in the City's current grant and as your environmental professional, we would work to connect you with Iowa DNR's 128A program to provide additional funding assistance. Subsurface contamination is known to exist on the site due to proximate past uses. The environmental professionals on our team can provide support during demolition and redevelopment activities including bid specification and material handling assistance during demolition or other activities in the subsurface. During these activities, communication is critical to prevent worker exposure and to make sure regulatory agencies are notified of planned activities. We understand the process and can help the City navigate this successfully. The Rath facility and the remaining structure holds a prominent place in Waterloo's history. As such, allowing community members to follow the progress of the project is a valuable way to keep them informed and create a record of the process. We recommend using drones to fly over the project routinely during the project and making this available on the City's project website. 1? HR Green can document this change in your community with drone flyovers throughout the abatement and redevelopment process. HRGreen. Page 13 Page 194 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath Buildings PROJECT SCHEDULE PROPOSED AND CURRENT WORKLOAD Our firm has a history of successfully implementing multiple EPA Assessment and Cleanup Grants concurrently. Present workload demands, which include overseeing brownfields projects across Iowa in Waterloo, Denison, Oskaloosa, and Sioux City, allow our staff to immediately start on this project, Rose Amundson, your Project Manager, and Steve Prideaux, Technical Lead, will be available to dedicate the necessary effort to advance this critical redevelopment project. Based on our current workload we anticipate allocating at least 15 hours a week to this project with up to 40 hours during critical project activities. Our subconsultant teaming partners have already reserved time on their calendars for this project in anticipation of the future work. The historical review and field activities have been scheduled to be completed late this summer to accommodate the Section 106 schedule. Further, our asbestos professionals have dedicated staff to implement supplemental survey, design, monitoring, and oversight, as needed. HR Green fully understands rapid turnaround deadlines necessary to meet grant requirements. We have helped our clients implement EPA Brownfields Grants for over 24 years- including 16 years in Waterloo. This has given us a deep understanding of the effort required to successfully execute each cooperative agreement work plan task. The environmental team possesses experience across many areas of the cleanup process, From site identification and assessment to cleanup, site design, and redevelopment— HR Green's team has the experience, credentials, and Iowa licensure to get the job done! HR Green takes advantage of this bench strength to meet tight deadlines and make the best use of the entire team's skills. The table below outlines the planned work schedule for the City's project. Tasks Execute Contract and Kickoff Meeting 03 FY 2024 04 FY 2024 Q1 FY 2025 Q2 Q3 FY 2025 FY 2025 04 FY 2025 lb Complete Quarterly and Annual Grant Documentation and ACRES Updates Attend Agency and Grant Coordination Meetings Project Management and Coordination Community Engagement Open House Events Project Partner Committee Meetings Install Project Detail Signs on Site Prepare Press Releases A Design and Finalize Project Brochure Continue to maintain the New Waterloo website - creating a Rath -Specific Highlight and Status Page Work with IDNR to obtain 128A funding assistant for supplemental ACM work Conduct supplemental ACM Survey Develop bid specifications for asbestos abatement and assist with RFP Conduct air quality monitoring during abatement Hold Section 106 Coordination Meeting Prepare and submit Section 106 Documentation - Agency Coordination for Permitting and Notification of ACM Abatement (EPA, 1DNR, IDPH, Black Hawk County) On -site Asbestos Abatement Inspections (10) Davis -Bacon Documentation Compliance Review Complete Final Cleanup Report and Documentation LEGEND 1i Contract to be provided to City by April 1 A Optional final press release at conclusion of project ' Complete by February 2025 1-t t 1 Cm OF � TERLOO HRGreens Page 14 Page 195 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath Buildings COST OF SERVICES HR Green will complete project activities within the budget outlined in the City's grant application. Per task costs and associated scope of work items are listed in the following paragraphs. Consistent with past practice, HR Green will work with city staff to provide required documentation to EPA should a transfer of budget between tasks be deemed necessary due to unforeseen circumstances (e.g., need to produce additional programmatic documentation due to a project extension request, etc.). Task 1 (Program Management) - $18,000 - complete required documents like quarterly progress reports, annual financial statements, annual MBE/WBE forms, final programmatic performance repot, etc. and attend meetings with State and Federal agencies. Task 2 (Community Involvement) - $18,500 - preparation, hosting, and attending two community engagement open house events; preparation and attendance at two project partner committee meetings; working with a local contractor to develop, produce, and install on -site signage to highlight the project; develop two press releases; develop a brownfields project brochure; update and maintain the City's highly -interactive project website (www.thenewwaterloo.com). Task 3 (Site Cleanup) - $564,000- attendance at a project kickoff meeting with EPA and Iowa DNR; assist the City in preparing a Request for Proposals and bidding specifications for selection of an asbestos contractor; hire and oversee an air quality monitoring contractor; review and prepare documentation for Section 106 compliance; coordinate with state/federal agencies for permitting of asbestos abatement (including Iowa DNR notification); conduct on -site inspections of asbestos abatement, including oversight of asbestos removal, encapsulations, hauling, and disposal at the Black Hawk County landfill; collect review and submit documentation for Davis -Bacon wage requirements; and prepare cleanup documentation and final cleanup report. The following table outlines the estimated project budget to complete the tasks under the City of Waterloo's brownfield project. your project manager, Rose Amundson will assign required grant activities to individuals to complete within the estimated budget and will stay within the grant budget. Description of Task Task Start Date Task Entl Date Task Total 1.0 A PROGRAM MANAGEMENT Regulatory Coordination and Meetings Apr 2024 Sept 2025 $6,500 B Program implementation Documentation (7 Quarterly Reports, 2 Annual MBE/WBE forms, 2 Annual Federal Financial Reports, 1 Project Closeout) Apr 2024 Sept 2025 $11,500 -.2.0_ 'cibliY,11'llEfilIIIMINIb 0;l41yi_ A Community Engagement Open House Events (2) Jun 2024 (1) Mar 2025 (1) $8,500 B Partner Committee Meetings (minimum of 2) May 2024 (1) Apr 2025 (1) $3,000 C Design Project Site Signs (2) May 2024 Jun 2024 $1,600 D Press Releases (2, optional 3rd release at conclusion of Grant) Jun 2024 Mar 2025 $2,000 E Design and Print Project Brochure May 2024 Jun 2024 $2,400 F Create Project Website and Maintenance Jul 2024 Sept 2025 $1,000 U DS SITE CLEANUP ACTIVITIES A Project Kickoff Meetings Apr 2024 May 2024 $4,000 B RFP and Bid Specification Development for Asbestos Abatement Including Davis -Bacon Requirement Jun 2024 Aug 2024 $15,000 C Section 106 Documentation * Apr 2024 Feb 2025 $10,000 D Agency Coordination and Permitting for Abatement (IDNR, IDL, EPA, IDPH, Black Hawk Co. Solid Waste) Sept 2024 Jul 2025 $5,000 E Conduct On -site Air Monitoring and inspections (10) Sept 2024 Jul 2025 $38,500 F Collect and document Davis -Bacon Wage Compliance Sept 2024 Jul 2025 $6,500 G Prepare and Submit Final Cleanup Report Jul 2025 Aug 2025 $10,000 3rd Party Contractor Asbestos Removal, Encapsulation, Hauling, and Disposal Awarded After Bid Nov 2024 Aug 2025 $475,000 ** 4 I) TIONAL SERVICES Drone Jul 2024 Aug 2025 Flight Frequency Dependent Supplemental Asbestos Survey May 2024 Jun 2024 128A Funding Assistance * !fan archaeological survey is required, in addition to an architectural survey, a Phase 1 Survey can be completed for up to $20,000. ** Estimate to be updated after supplemental survey is completed. 1493 CITY OF � TERLOO HRGreen® '� �....�...: Page 15 Page 196 of 378 EPA CERLCA Section 104(K) Cleanup Grant Number I BF96705401-0 for Cleanup of Rath Buildings APPENDIX EPA Region 7 . Brownfields Program o Experience Matrix z q Z IL Project CampW U a a t+ — 03 (6 d �� c� n a co •) IQ . a W _v m CO .0 a U 0) .- in y o W d J ¢ f N C 0 'c 'L , m or a V) C �' 3° of N m N Q °V)) a_y w ¢ V) .0.> 2 a1 C ¢ N a— El c� N _t a) aC V) < C a i. w C d E,23 w 0 ¢ to a_2 W ) .0 V) am C m- ¢ N a W I - LL G = U lL Q1 @ lb m.. ¢ In o tq n- o L 0- a)a LL ¢ = 4 W `° Y.E m On = m a` o V) ¢ 2°' E ' m U ,- mrn vs ¢ C 8 N F. a w .-• In (i L u IT g E E o u ADEL, IA • Community -wide Assessment Grant $200,000 • • • • • ARLINGTON, IA • Arlington School Cleanup Grant $20D,OD0 ` CEDAR RAPIDS, IA • Assessment Grants (2) • Revolving Loan Fund • lowa Iron Work Clean-up Grant • lowa Steel Company Cleanup Grant $1,100,000 • • • • • • • • • G , CLINTON, IA • Assessment Grants (5) • Benson Oil Cleanup Grant • idler Hauling Cleanup Grant $1,40D,000 • • CORALIIILLE, IA • Assessment Grant • Revolving Loan Fund $1,200,000 • • • • • • • • • COUNCIL BLUFFS, IA • Assessment Grants (4) • lnternationaf Harvester Cleanup Grant • Katelman Cleanup Grant $1,200,000 • • • • ° • • DAVENPORT, IA • Assessment Grants (3) $600,000 • • ' ` • DENISON, IA • Community -Wide Assessment Grant $400,000 ' ` ` ` DUBUQUE, IA • Community -wide Assessment Grant • East Blum Cleanup Grant $600,000 • • • • k • • • MARION, IA • Assessment Grants (4) • Canadian National Railroad Company Cleanup Grant • Chicago Central and Pacific Railroad Cleanup Grant $1,200,000 • • • • . . • • G • • MARSHALLTOWN, IA • Community -Wide Assessment Grants (2) $400,000 • • • • • OELWEIN, IA • Assessment Grants (2) $400,000 • • • • • • • • OSKALOOSA, IA • Community -Wide Assessment Grants (4) $1,000,000 • • • ' ' ' OTTUMWA, IA • Community -Wide Assessment Grants (4) $800,000 • • • • • • • • • PERRY, IA • Assessment Grant • Roundhouse Cleanup Grant $600,000 • • • • • • . + • • SIOUX CITY, IA • Assessment Grants (3) • Revolving Loan Fund (3) $3,386,274 • • • • • • • • • • • • • • • UPPER EXPLORERLAND REGIONAL PLANNING COMMISSION (UERPC) • Community -Wide Assessment Grants (2) $400,000 • • • 9 ID • • • WATERLOO, IA • Community -Wide Assessment Grants (i5) • Revolving Loan Fund • Chamberlain Manufacturing Company Cleanup Grant • Construction Machinery Company Cleanup Grant • Rath Cleanup Grant $3,590,000 • • • • • 6 • CITY OF IJ� /TERLOO HRGreen. J� Page A-1 Page 197 of 378 CITY OF WATERLOO, IOWA REQUEST FOR PROPOSAL (RFP) TO PERFORM PROFESSIONAL CONSULTING SERVICES AS A QUALIFIED ENVIRONMENTAL PROFESSIONAL (QEP) FOR: EPA CERCLA Section 104(K) Cleanup Grant Number: BF96705401-0 for Cleanup of Rath Buildings, 1442 Sycamore Street, Waterloo, Iowa City of Waterloo Request for Proposal (RFP) Qualified Environmental Professional Consultant RFP Release Date: Wednesday, February 7, 2024 Submittal Due Date: Friday, March 8, 2024 at 5:00 PM (CST) Send to: City of Waterloo Planning Department Attn: Aric Schroeder 715 Mulberry Street Waterloo, Iowa 50703 PURPOSE OF REQUEST The City of Waterloo, Iowa is seeking proposals from Qualified Environmental Professionals (QEP) to act as a consultant and to assist with the management and implementation of a CERCLA Section 104(K) Cleanup Grant from the Environmental Protection Agency (EPA), Grant Number BF96705401-0, pertaining to environmental cleanup of former Rath buildings at 1442 Sycamore Street, Waterloo, Iowa. ABOUT THE PROJECT This RFP is for the purpose of selecting a Qualified Environmental Professional (QEP) to assist the City of Waterloo in completing environmental cleanup of former Rath Packing Company buildings at 1442 Sycamore Street in Waterloo, Iowa. The selected QEP will assist the City with: 1) Program Management, including but not limited to Quarterly Progress Reports, Final Programmatic Performance Report, Annual MBE/WBE forms, and Annual Federal Financial Reports, 2) Community Involvement, including but not limited to community outreach meetings, project partner meetings, development and printing of a project brochure, development and implementation of temporary on -site signage, development of press releases, and maintaining a project website, and 3) Site Cleanup, including but not limited to hiring and overseeing a third party air quality monitor, documentation, preparation and submittal for Section 106 compliance, documentation, preparation and submittal for Davis -Bacon compliance, assist in preparation of RFP for selection of an Asbestos Abatement Contractor, oversight and inspection reports for the abatement, and preparation and submittal of a final cleanup report. EXPECTED SERVICES, TASKS AND WORK REQUIREMENTS The City will enter into a Professional Services Agreement with the selected QEP for the implementation of this project. The selected consultant will complete all expected services and tasks to fully implement the grant and comply with all grant requirements, including reporting and final grant closeout. Final grant closeout is to occur by September 30, 2025. The anticipated timeline for tasks to be completed under the grant are as follows: Tasks Group 1, Program Management - Complete required documents (quarterly reports, annual financial statements, annual MBE/WBE forms, final programmatic report, etc.). Completed quarterly/annually as required. - Attend meetings with State and Federal agencies. Completed as needed. Page 198 of 378 Tasks Group 2, Community Involvement - Prepare, host and attend two community engagement open house events. Completed June '24/March '25. - Prepare and attend at least two project partner committee meetings. Completed May `24/April `25 - Develop, produce, and install temporary on -site signage to highlight the project. Completed June '24 - Develop and submit two press releases. Completed June '24/March '25 - Develop, print and distribute a project brochure. Completed June '24 - Create and maintain a highly -interactive project website. Created by July '24 and maintained throughout the project. Tasks Group 3, Site Cleanup - Attend a project kickoff meeting with the EPA and IDNR. Completed April '24 - Assist the City of Waterloo in preparing a Request for Proposal and bidding specifications for selection of an asbestos abatement contractor. Completed August '24 - Hire and oversee a third -party air quality monitoring contractor. September '24 - Review, preparation and submittal of documentation for Section 106 compliance. Completed February '25 - Coordination with State/Federal agencies for appropriate documentation and permitting for asbestos abatement, including IDNR notification. Completed March '25 Conduct on -site inspections of the asbestos abatement, including oversite of asbestos removal, encapsulations, hauling, and disposal of all Asbestos Containing Material (ACM) at the Black Hawk County Landfill. Completed July '25. Collect, review and submit documentation for compliance with Davis -Bacon wage requirements. Completed August '25 - Prepare cleanup documentation and final cleanup report. Completed before September 30, 2025. Outputs (deliverables) include: - 7 Quarterly Progress Reports (QPRs) - 1 Final Programmatic Performance Report (FPPR) - 2 Annual MBE/WBE forms 2 Annual Federal Financial Reports - 1 project brochure (200 copies) - 2 press releases - 2 on -site temporary signs (4' x 8' or larger post signs) - Updated project website - Historical documentation to comply with Section 106 - Abatement bid specifications and drawings - Davis -Bacon documentation - 10 inspection reports - Final cleanup report WHAT TO INCLUDE IN YOUR PROPOSAL All submittals must include one original (bound) and five copies for review. Responses to this RFP shall include the following: 1. Name of the consultant and description of the consultant's qualifications and capabilities as they relate to managing similar grant projects, and complying with State and Federal requirements and reporting. 2. Names of the project manager and key personnel and proposed team of sub -consultants with reference to their experience or involvement in similar projects. 3. List of previous experience with projects that are similar to this project. Include contact information reference for each project. 4. Current and projected workload of the project manager and key personnel. 5. Describe the technical approach that will be used to complete the tasks described in this RFP. 6. Describe a comprehensive plan/Scope of Services for the project with anticipated schedule. 7. Provide anticipated costs to complete the expected services and to provide the anticipated deliverables. Page 199 of 378 EVALUATION AND SCORING (TOTAL 100) The City will select a consultant based on firm capabilities, key staff assigned to the project and their experience and availability, knowledge and past history of working in the community and working on similar projects, demonstrated knowledge of the objectives and goals of the project and technical approach to the project, and 1. Qualifications and experience of Finn, Project manager and key personnel/team of sub consultants. (25) 2. Previous experience with similar projects (10) 3. Comprehensive plan/Scope of Services with schedule. (5) 4. Current and anticipated project load (5) 5. Proximity to Community We consider approximately 100 mile or about 2 hour drive to be local. (5) 6. The quality of proposal and demonstration on how your firm will meet the expected services and tasks and work requirements. (20) 7. MBE/WBE commitment (5) 8. Costs (25) We do not anticipate interviews unless the scores are close or the selection committee feels interviews with one or all proposers is needed. DATES AND OTHER INFORMATION There is not a specific goal for Minority Business Enterprise (MBE) and Women Business Enterprise (WBE) (disadvantaged business) participation on this project, but a good faith effort for inclusion of MBE/WBE is required. The City of Waterloo will own all documents, including electronic media presentations, produced as a result of this contract. The selected QEP may use generated documents under the signed contract only with expressive permission from the City of Waterloo. Proposals will be accepted until 5:00 pm on Friday, March 8, 2024. Please limit the base of your proposal to 15 pages (double -sided) or less. You may include links or separate attachments about your firm if you feel this information might be needed — please include these in the appendix. There will be no formal proposal opening. The City of Waterloo is not responsible for delays occasioned by the U.S. Postal Service, the internal mail delivery system of the City, or any other means of delivery employed by the proposer. The City is not responsible for, and will not open, any responses that are received later than the date and time stated above. Proposals will not be accepted electronically or by facsimile. Send the original and five (5) copies of your submittal to: City of Waterloo Planning Department Attn: Aric Schroeder 715 Mulberry Street Waterloo, Iowa 50703 All questions must be submitted by email to Aric Schroeder at Aric.Schroeder@waterloo-ia.org by Wednesday, February 28, 2024. Responses to questions will be emailed out to all prospective consultants. After the RFP submittal deadline, the City of Waterloo anticipates to complete submittal review and make a consultant selection by Wednesday, March 20, 2024, and to have a finalized contract by Monday, April 1, 2024. Page 200 of 378 WORK PLAN FOR CERCLA SECTION 104(K) CLEANUP GRANT COOPERATIVE AGREEMENT Grant Number: BF96705401-0 Rath Buildings 1442 Sycamore Street Waterloo, Iowa Project Period October 1, 2023 — September 30, 2025 Submitted by: City of Waterloo Iowa 715 Mulberry Street Waterloo, Iowa 50703 Contact Person: Noel Anderson noel. anderson@waterloo-ia. orq 0- 319.291.4366 C- 319.290.6357 CITY OF .y ATERLOO Community of Opportunfry 1 Page 201 of 378 EPA Goal 6: Safeguard and Revitalize Communities Objective 6.1: Clean Up and Restore Land for Productive Uses and Healthy Communities CFDA — 66.818 Assessment, Cleanup, and Revolving Loan Fund Grants Grant Number: BF96705401-0 City of Waterloo, Iowa Work Plan for CERCLA Section 104(k) Cleanup Grant Cooperative Agreement October 1, 2023- September 30, 2025 1.0 INTRODUCTION Waterloo is a community of 67,314 located along the banks of the Cedar River. The former "Factory City of Iowa" built its economy on several large industrial operations, most of them farming -related, and access to an expansive railroad network. Employers such as John Deere and Rath Packing Company provided thousands of stable, well -paying jobs (8,000+) to the region for much of the twentieth century. Businesses across the country sold high -quality goods produced in Waterloo including tractors, metal toolboxes, and canned meats. The city's fortunes abruptly changed in the 1980s as a deep agricultural recession dramatically shook the community that overly depended on a narrow economic foundation. Rath Packing Company relocated to Waterloo's riverfront from nearby Dubuque in 1891. Originally focused on pork, the business expanded into beef slaughtering to become the state's fourth largest packing operation by 1908. Lucrative World War I and II provisioning contracts later fueled plant expansions. The state-of-the-art complex comprised of more than 130 buildings by 1940 and represented the "...epitome of mid -twentieth-century packinghouse design: a multi -story complex that funneled operations from the abattoir on the top floor through various cooking, smoking, and other processes on the 2 Page 202 of 378 mid -levels to packaging on lower levels and distribution on the ground floor. 1" A national distribution system with centers in Houston, Dallas, San Antonio, Los Angeles, Seattle, and New York helped prominently place the trademark Indian head logo in meat counters across the country. In fact, Rath maintained a payroll of 9,000 and purportedly ran the largest multistory, single -unit meatpacking plant in the world at its height in the 1950s2. Labor unrest, outdated facilities, and changes in consumer eating habits began eroding company profits as early as the 1960s. Tensions between the management and union led to frequent strikes. One incident requiring National Guard intervention even resulted in a worker's death. Further, competitors began constructing more efficient, single -story plants to undercut the old-style packer. An inability to retrofit its facilities meant higher operation costs for Rath. Making matters worse, per capita pork consumption began to fall precipitously. These circumstances ultimately culminated in the company's demise in 1985. Rath's bankruptcy vacated 2,013,490 square feet of industrial space across 75 acres in a fringe downtown residential neighborhood, including the buildings targeted under this grant for cleanup. This work plan provides information on the proposed activities, budget, and timeline for the EPA Cleanup Grant to be awarded to the City. 2.0 ORGANIZATIONAL STRUCTURE AND RESPONSIBILITIES The City will assign monitoring and compliance authority to Mr. Noel Anderson, Community Planning and Development Director, and Mr. Seth Hyberger, Planner I. This ensures a level of project continuity as Noel has been with the City of Waterloo since 1995 and Seth since 2016. Each is currently implementing the City's Community -Wide Assessment Grant. These individuals will ensure the timely and successful expenditure of funds and completion of all technical, administrative, and financial requirements of the project and grant. In the unlikely event of significant turnover, the City will retain project leadership using other staff experienced in the program. Mr. Aric Schroeder, City Planner, and Ms. Adrienne Miller, Planner II/Economic Development Specialist, have worked on numerous brownfields projects. Mr. Schroeder coordinated between the City's environmental contractor and IDNR officials 1,, Bringin' Home the Bacon: The Rath Packing Company in Waterloo (1891-1985) 3 Page 203 of 378 to facilitate the conversion of a permitted dumping site to a greenspace under a past cooperative agreement while Ms. Miller sits upon the Iowa Economic Development Authority's Redevelopment Tax Credit Advisory Board. The City will acquire additional expertise and resources required to implement the grant through the services of a qualified professional. 4 Page 204 of 378 3.0 FUNDING Cleanup Grant Budget Budget Category TASK 1 Program Management TASK 2 Community Involvement TASK 3 Site Cleanup Totals Personnel $6,800 $5,550 $8,580 $20,930 Fringe Benefits $1,225 $1,000 $1,545 $3,770 Travel $3,000 $3,000 Supplies $4,400 $4,400 Contractual $23,000 $18,500 $89,000 $130,500 Construction $479,800 $479,800 Total $34,025 $29,450 $578,925 $642,400 4.0 BUDGET NARRATIVE Personnel and Fringe Benefits: $24,700 The proposed personnel and fringe benefits budget is included in Tasks 1 — 3. The funds will cover costs associated with procuring a qualified contractor; assisting in preparing required documents; and attending agency meetings (Task 1); hosting outreach meetings; preparing press releases; and coordinating partner meetings (Task 2); and reviewing Section 106 documentation needs; reviewing and letting bid documents; procuring an asbestos abatement contractor; and overseeing cleanup activities (Task 3). Fringe Benefits are figured at 18% of costs for staff salaries and benefits in whole (insurance, FICA, IPERS, longevity, etc.). Travel: $3,000 The proposed travel budget is included in Task 1 - Program Management. One city staff member will attend a national brownfields conference. This will provide an opportunity to network and learn new methods and strategies for brownfield redevelopment and reducing environmental impacts on sensitive populations. 5 Page 205 of 378 Supplies: $4,400 The proposed supplies budget is included in Task 2 — Community Involvement. The funds will offset production and installation of temporary on -site signs highlighting the project and printing costs for the brochure and outreach meeting posters/notices for distribution. Contractual: $130,500 The proposed contractual budget is included in Tasks 1 — 3. The contractual budget will offset costs associated with the Qualified Environmental Professional (QEP) completing required programmatic documentation and leading project coordination efforts with IDNR and EPA (Task 1); conducting community involvement activities including preparing and attending two outreach meetings, maintaining a highly -interactive project website, and creating a brownfields brochure (Task 2); and reviewing existing historical record for former Rath buildings and assessing additional Section 106 needs; attending project kickoff meeting and project coordination meetings for plan development and on -site observation; developing bid documents and specifications; completing IDNR notification and removing, encapsulating, hauling, and disposing of ACM at a permitted solid waste facility; conducting site inspections including Davis -Bacon; and preparing the final cleanup report (Task 3). Construction: $479,800 The proposed construction cost for the project are all encompassed within this total as it relates to project safety and asbestos remediation for the Rath facility. 5.0 WORKPLAN ACTIVITIES Task 1 (Program Management)- Task 1 involves satisfying programmatic requirements of the grant (e.g., procuring/overseeing a QEP, producing necessary reporting documentation, attending regulatory agencies meetings, and attending an educational conference). City costs: $8,025- Procure a qualified contractor ($3,000); assist in preparing required documents ($2,000); and attend agency meetings ($3,025). Contractor costs: $23,000- complete required programmatic documentation ($15,500) and lead project coordination efforts with IDNR and EPA ($7,500). Travel Costs: $3,000- One city staff member to attend a National Brownfields Conference ($1,200/flight, $700/hotel, $650/car rental, and $450/meals). 6 Page 206 of 378 Task 1 Activities Target Quarter or Milestone Prepare an RFQ and hire a QEP via a competitive selection process. QTR 1 of Year 1 Complete required documents (quarterly reports, annual financial statements, annual MBE/WBE forms, final programmatic report, etc.). Quarterly/annually as required Attend meetings with state and federal agencies. Ongoing/as needed. Attend a national brownfields conference. TBD Task 2 (Community Involvement)- Task 2 continues extensive community involvement activities such as hosting meetings, updating/maintaining outreach tools, and coordinating with project partners. City costs: $6,550- Host outreach meetings ($3,500); prepare press releases ($1,000); and coordinate partner meetings ($2,050). Contractor costs: $18,500- Preparation and attendance at two outreach meetings ($6,000/event); update the highly -interactive project website ($4,000); and create a project brochure ($2,500). Supplies: $4,400- Production and installation of temporary on -site signs highlighting project ($4,000) and printing costs for the brochure and outreach meeting posters/notices for distribution ($400). Task 2 Activities Target Quarter or Milestone Preparation for and attendance at two open house events. QTR 2 of Year 1 and QTR 4 of Year 2 Preparation for and attendance at two project partner committee meetings. QTR 2 of Year 1 and QTR 4ofYear 1 Install on -site signage. QTR 2 of Year 1 Two annual press release. QTR 4 of Year 1 and 2 Create brownfields program brochure. QTR 2 of Year 1 Create and maintain brownfields project website. Ongoing Task 3 (Site Cleanup)- Task 3 focuses on remediating the former Rath buildings including coordination with state/federal agencies for appropriate documentation and permitting. City costs: $10,125- Coordinate kickoff meeting ($1,000); Review Section 106 documentation needs ($3,000); review and let bid documents ($3,000); procure an asbestos abatement contractor ($1,500); and oversee cleanup activities ($1,625). Contractor costs: $89,000- Review existing historical record 7 Page 207 of 378 for former Rath buildings and assess additional Section 106 needs ($10,000); attend project kickoff meeting and project coordination meetings for plan development and on -site observation ($4,000); develop bid documents and specifications ($20,000); complete IDNR notification and remove, encapsulate, haul, and dispose of ACM at a permitted solid waste facility ($379,875); conduct site inspections including Davis -Bacon ($45,000 at —$4,500/report for up to 10 site inspections); and final cleanup report ($10,000). Task 3 Activities Target Quarter or Milestone Host project kickoff meetings with EPA and IDNR QTR 2 of Year 1 Produce cleanup specifications and bid documents QTR 3 of Year 1 Put project out to bid QTR 4 of Year 1 Procure an Iowa -licensed asbestos abatement contractor QTR 4 of Year 1 Asbestos abatement contractor to notify state agencies prior to abatement activities QTR 1 of Year 2 Asbestos abatement, oversight, and inspections QTRs 1, 2, and 3 of Year 2 Cleanup documentation and final cleanup report QTR 4 of Year 2 6.0 PROJECTED PROJECT OUTPUTS and OUTCOMES: Outputs Task 1: Program Management • 8 Quarterly Progress Reports (QPRs); • 1 Final Programmatic Performance Report (FPPR); • 2 Annual MBE/WBE forms; • 2 Annual Federal Financial Reports; and, • Staff attendance at a National Brownfields Conference. Task 2: Community Involvement • 2 outreach meetings; • 2 project partner meetings; 8 Page 208 of 378 • 1 project brochure; • 2 press releases; • On -site signage; and, • Updated project website. Task 3: Site Cleanup • Historical documentation to comply with Section 106; • Abatement bid specifications and drawings; • Davis -Bacon documentation; • 10 inspection reports; and, • Final cleanup report. Outcomes Program Management — Preparing required documentation will ensure the timely and successful expenditure of funds and completion of all technical, administrative, and financial requirements of the project and grant. Community Involvement — Outreach activities will ensure the community is well informed of project progress. Tools such as the highly interactive project website and social media promote project transparency. Public meetings will help interested citizens participate in the decision -making process. Site Cleanup — Asbestos abatement will allow the City to continue the redevelopment of the underutilized property by creating new industrial space for development. This transition will continue to create a healthier former Rath -area neighborhood, expand the local tax base, create new jobs, and help stem urban sprawl. 7.0 QUALITY ASSURANCE: Will environmental data be collected under this agreement? Yes X No Does the City of Waterloo have an approved Quality Assurance Project Plan? Yes X_ No _ The specifications of the project will serve for quality assurance for the removal of asbestos. 9 Page 209 of 378 10 Page 210 of 378 ,W STq% (Ov � ra 44. 74. O? 4 PRI0. UNITED STATES ENVIRONMENTAL PROTECTION AGENCY The Honorable Quentin Hart Mayor of Waterloo 715 Mulberry Street Waterloo, IA 50703 Dear Mayor Hart: WASHINGTON, D.C. 20460 May 25, 2023 OFFICE OF LAND AND EMERGENCY MANAGEMENT On behalf of the United States Environmental Protection Agency (EPA), I am pleased to congratulate you and confirm that the City of Waterloo was selected as one of the entities EPA will begin negotiations with to award a cooperative agreement for a Cleanup Grant. The City of Waterloo submitted an outstanding application, and we deeply appreciate the tremendous commitment of time and energy that went into its preparation. Since its inception in 1995, EPA's Brownfields Program has worked to help states, Tribal Nations, and communities around the country clean up and revitalize brownfield sites. We fully expect that these brownfield projects will provide benefits to the environment and economy of local communities. Stanley Walker, your Regional Brownfields Contact, will work closely with the City of Waterloo to negotiate the cooperative agreement prior to the grant award. You may contact Stanley Walker at 913-551-7494 or walker.stanley@epa.gov. Again, congratulations on being selected! We look forward to working with you. Sincerely, a(-4' 144.(2 David R. Lloyd, Director Office of Brownfields and Land Revitalization cc: Stanley Walker Noel Anderson Page 211 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving an Amendment to the Development Agreement with Waterloo Development Corporation, originally executed September 5, 2023, amending the anticipated budget from $2,895,704.00 to $3,163,958.50 in section 6 and the grant maximum amount from $2,695,704.00 to $2,963,958.50, and authorizing Mayor and City Clerk to execute said documents. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The amendment addressses additional work taking place to prepare the site for development for Waterloo Development Corporation and a hardcourt facility. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Downtown TIF ALTERNATIVE ACTION LEGAL DESCRIPTION Lot 1, Tech Works Addition, Waterloo, Black Hawk County, Iowa, except Parcel "E" of Plat of Survey Doc. #2013-8971; except Parcel "F" of Plat of Survey Doc. #2013-19092, and amended in Doc. #20 5-21270; except Parcel "G" of Plat of Survey Doc. #2020-12244; except Parcel "I" of Plat of Survey Page 212 of 378 Doc. #2022-17202; and except that part of Lot 1 bounded by Parcel "F", Westfield Avenue and Jefferson Street. ATTACHMENTS 1. Amendment to Development Agreement 2. Waterloo Development Corporation - Dev Agmnt - 9.5.2023 Page 213 of 378 Prepared by Christopher S. Wendland, P.O. Box 596. Waterloo, IA 50703. 319-234-5701 AMENDMENT TO DEVELOPMENT AGREEMENT This Amendment to Development Agreement (the "Amendment") is entered into as of , 2024 by and between Waterloo Development Corporation (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. Company and City are parties to that certain Development Agreement dated September 5, 2023 (the "DA"), concerning the development of property as described in the Agreement, filed in the land records of Black Hawk County as Doc. No. 2024-11174. B. The parties desire to amend the DA to modify the terms as set forth in this Amendment. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. The first paragraph of Section 6 of the Agreement is hereby amended to strike $2,895,704.00 as the figure for the anticipated budget and to substitute $3,163,958.50 in its place. Said paragraph is further amended to strike $2,695,704.00 as the Grant maximum and to substitute $2,963,958.50 in its place. The parties agree that the amended figures are derived from a spreadsheet from Peters Construction Corporation dated 3/7/2024 that itemizes additional costs and cost adjustments. 2. Except as modified herein, the DA shall continue unmodified in full force and effect. Terms in this Amendment that are capitalized but not defined will have the same meanings herein that are ascribed to them in the DA. This Amendment may be executed in multiple counterparts. The DA and this Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement by their duly authorized representatives as of the date first set forth above. Page 214 of 378 Page 2 CITY OF WATERLOO, IOWA By: Quentin M. Hart, Mayor Attest: Kelley Felchle, City Clerk WATERLQ.. DEVELOPMENT CO RAT ON By. y Title:./%%c���� Page 215 of 378 Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50704 Phone (319) 234-5701 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of , 2023 by and between Waterloo Development Corporation (the "Company") and the City of Waterloo, Iowa (the "City"). RECITALS A. In furtherance of the objectives of Chapter 403 of the Code of Iowa, as amended (the "Urban Renewal Act"), City is engaged in carrying out urban renewal project activities in an area known as the Downtown Waterloo Urban Renewal and Redevelopment Plan Area (the "Urban Renewal Area"), pursuant to the Downtown Waterloo Urban Renewal and Redevelopment Plan (the "Urban Renewal Plan"). B. Company is willing and able to undertake a project to make site preparations for future development on property located in the Urban Renewal Area, and legally described on Exhibit "A" attached hereto (the "Property"). C. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal, and the City further believes that the project is in the vital and best interests of the City and that the project and such incentives are in accordance with the public purposes and provisions of applicable State and local laws and requirements under which the project has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: Page 216 of 378 1. Lease of Property. Subject to the terms hereof, City shall lease the Property to Company in its as -is condition pursuant to a separate ground lease between the parties (the "Lease"). City makes no representation or warranty as to the condition of the Property or its suitability for Company's purposes. Company is responsible to conduct its own due diligence and inspections. 2. Company Activities. Company shall prepare the Property for future development as a hard -surface sports court facility. Company's activities (the "Work") shall include, but are not limited to, site preparation, earthwork, construction of site utilities for public infrastructure, soil testing and project design, all as more specifically detailed in other documentation exchanged between the parties. Company agrees that the Work shall be conducted in accordance with the terms of this Agreement, the Urban Renewal Plan, and all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. City may require that Company submit specific designs and site plans for City review and approval. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Work may be lawfully performed. The Property, the Work, and all other site preparation and development -related work to make any of the Property usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project." 3. Construction Plans. Company agrees that it will cause the Work to be performed on the Property in conformance with construction plans (the "Plans") that have been submitted to the City. Company agrees that the scope and scale of the Work shall not be significantly less than the scope and scale of such improvements as detailed and outlined in the Plans. If any material modification in the scope, scale or nature of the Plans is proposed, Company shall submit modified Plans (the "Modified Plans") to the City for review. Modified Plans shall be subject to approval by the City as provided in this Section. City shall approve the modified Plans in writing if: (a) the Modified Plans conform to the terms and conditions of this Agreement; (b) the Modified Plans conform to the terms and conditions of the urban renewal plan; (c) the Modified Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations and City permit and design review requirements; (d) the Modified Plans are adequate for purposes of this Agreement to provide for the construction of the Improvements, and (e) no Event of Default under the terms of this Agreement has occurred; provided, however, that any such approval of the Plans or Modified Plans pursuant to this Section shall constitute approval for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver by the City with respect to any building, fire, zoning or other ordinances or regulations of the City, and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building permit if the Plans or Modified Plans are not as detailed or complete as the plans otherwise required for the issuance of a building permit. The Plans or Modified Plans must be rejected in writing by City within thirty (30) days of submission or shall be deemed to have been approved by the City. If City 2 Page 217 of 378 rejects the Plans or Modified Plans in whole or in part, Company shall submit new or corrected Plans or Modified Plans within thirty (30) days after receipt by Company of written notification of the rejection, accomplished by a written statement of the City specifying the respects in which Company's Plans or Modified Plans fail to conform to the requirements of this Section. The provisions of this Section relating to approval, rejection and resubmission of corrected Plans or Modified Plans shall continue to apply until they have been approved by the City; provided, however, that in any event Company shall submit Plans or Modified Plans which are approved by City prior to commencement of construction of additional or modified Improvements. Approval of the Plans or Modified Plans by the City shall not relieve Company of any obligation to comply with the terms and provisions of this Agreement, or the provision of applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Plans or Modified Plans by City be deemed to constitute a waiver of any Event of Default. Approval of Plans or Modified Plans hereunder is solely for purposes of this Agreement and shall not constitute approval for any other City purpose nor subject the City to any liability for improvements as constructed. 4. Timeliness of Work. The parties agree that Company's commitment to undertake the Project and to undertake the Work in a timely manner constitutes a material inducement for the City to lease the Property to Company and that without said commitment City would not do so. Company shall substantially complete all of the Work within the term of the Lease. 5. No Encumbrances. Company agrees that it shall not create, incur, or suffer to exist any mortgages, liens or other encumbrances on or against the Property. 6. Project Incentives. The parties agree that the Work has an anticipated budget of $2,895,704.00. Company shall directly pay up to $200,000.00 to cover the cost of soil borings and analysis, architectural fees, structural engineering design fees, landscape design fees and ground improvement foundation system design fees. City agrees to make a series of development grant payments (each payment is a "Grant") to Company to assist Company in defraying other Project costs up to a Grant maximum of $2,695,704.00. With each request for a Grant, Company shall submit all supporting documentation, proof of payment and other reasonable information requested by City. City shall pay the undisputed portion of any Grant application within twenty-one (21) days after Company submits it request. A. The complete or initial funding by City of Project commitments shall be deemed an agreement of the parties that the applicable conditions to disbursement of Grant funds shall, as of the date of such funding, have been satisfied or waived. B. It is recognized and agreed that the ability of the City to perform the obligations described in this Agreement is subject to completion and satisfaction of certain separate city council actions and required legal proceedings relating to the creation of a tax increment financing (TIF) district and/or amendment of the 3 Page 218 of 378 urban renewal plan, including the holding of public hearings on the same. Further, all the obligations of City under this Agreement are subject to fulfillment, on or before each Grant payment date, of each of the following conditions precedent: (i) The representations and warranties made by Company in Section 10 shall be true and correct as of the Grant payment date with the same force and effect as if made at such date. (ii) Company shall be in material compliance with all the terms and provisions of this Agreement. (iii) There has not been, as of the Grant payment date, a substantial change for the worse in the financial resources and ability of Company to undertake and complete the Work, which change(s) makes it likely, in the reasonable judgment of the City, that Company will be unable to fulfill its covenants and obligations under this Agreement. 7. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: A. Company agrees during the term of the Lease to maintain or cause to be maintained all insurance coverages required by the Lease, and shall provide evidence of such coverages to the City upon request. B. Until the Work is substantially completed, Company shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to the actual progress of Company with respect to performance of the Work. C. During the Work, Company will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the Work. D. Company will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Company. 8. Future Project. The parties acknowledge that the scope of this Agreement is limited to pre -construction preparation of the Property to allow for Company to construct an athletic facility and related improvements for public use. The parties agree to confer and negotiate in good faith regarding the amendment of this Agreement or the Lease or the entry into of a new development agreement or lease, as 4 Page 219 of 378 they deem mutually advantageous, with respect to the construction phase for such improvements and/or other arrangements to support the buildout out or operation of such facility. 9. Representations and Warranties of City. City hereby represents and warrants as follows: A. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. 10. Representations and Warranties of Company. Company hereby represents and warrants as follows:: A. Company is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. B. Company is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. C. Company has full right, title, and authority to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and each person who executes and delivers this Agreement and all documents to be delivered to City hereunder is and shall be authorized to do so on behalf of Company. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or bylaws of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 5 Page 220 of 378 F. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 11. Indemnification and Releases. A. Company hereby releases City, its elected officials, officers, employees, and agents (collectively, the "indemnified parties") from, covenants and agrees that the indemnified parties shall not be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about the Property arising after Company's lease of same. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the Property or the Improvements, due to any act of negligence or willful misconduct of any person, other than any act of negligence or willful misconduct on the part of any such indemnified party or its officers, employees or agents. B. Except as set forth in the Lease, and except for any willful misrepresentation, any willful misconduct, or any unlawful act of the indemnified parties, Company agrees to protect and defend the indemnified parties, now or forever, and further agrees to hold the indemnified parties harmless, from any claim, demand, suit, action or other proceedings or any type or nature whatsoever by any person or entity whatsoever that arises or purportedly arises from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Company against the City to enforce its rights under this Agreement), or (2) the lease and condition of the Property and prosecution of the Work, or (3) any hazardous substance or environmental contamination located in or on the Property, but only to the extent such liability has not been previously transferred to and accepted by the City in writing. C. The provisions of this Section shall survive the expiration or termination of this Agreement. 12. Obligations Contingent. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings and approvals deemed necessary by City or its legal counsel for amendment of the urban renewal plan applicable to the Property and/or project area, all of which must be completed within 180 days from the date this Agreement is approved by the City council. If such completion does not occur, then any conveyance, benefit or incentive of any type provided by City hereunder within said 180-day period is subject to 6 Page 221 of 378 reverter of title, revocation, repayment or other appropriate action to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently and in good faith with any reasonable request by City to effectuate the restoration of same, or failing such restoration Company agrees to be liable for same or for the fair value thereof, plus interest on any sums owing at the rate of 5% per annum commencing with the date of demand for payment, if said payment is not remitted to City within 30 days. 13. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign, sublease or otherwise transfer its interest in the Property prior to completion of the Project, whether in whole or in part, to any other person or entity without the prior written consent of City. Reasonable grounds for the City to withhold its consent shall include but are not limited to the inability of the proposed transferee to demonstrate to the City's satisfaction that it has the financial ability to observe all of the terms to be performed by Company under this Agreement. 14. Default. The following shall be "Events of Default" under this Agreement, and the term "Event of Default" shall mean any one or more of the following events that continues beyond any applicable cure periods: A. Failure by Company to cause the Work to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement or the Lease; B. Transfer by Company of any interest (either directly or indirectly) in any part of the Property, or in this Agreement, without the prior written consent of City; C. Failure by Company to pay, before delinquency, all ad valorem property taxes levied on or against any of the Property; D. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement; E. Company (1) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy law or any similar state law; (2) makes an assignment for the benefit of its creditors; (3) admits in writing its inability to pay its debts generally as they become due; or (4) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of Company as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Company, or part thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment. 7 Page 222 of 378 F. Any representation or warranty made by Company in this Agreement, or made by Company in any written statement or certificate furnished by Company pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. 15. Remedies. A. Default by Company. Whenever any Event of Default in respect of Company occurs and is continuing, the City may terminate this Agreement. Before exercising such remedy, City shall give 30 days' written notice to Company of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or the Event of Default cannot reasonably be cured within 30 days and Company shall not have provided assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Upon termination, City may exercise any and all remedies available at law, equity, contract or otherwise for recovery of any sums paid by City to Company before the date of termination or to recover ownership of the Property as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of City occurs and is continuing, Company may take such action against City to require it to specifically perform its obligations hereunder. Before exercising such remedy, Company shall give 30 days' written notice to City of the Event of Default, provided that by the conclusion of such period the Event of Default shall not have been cured, or if the Event of Default cannot reasonably be cured within 30 days and City shall not have provided assurances reasonably satisfactory to the Company that the Event of Default will be cured as soon as reasonably possible. C. Remedies under this Agreement shall be cumulative and in addition to any other right or remedy given under this Agreement or existing at law or in equity or by statute. Waiver as to any particular default, or delay or omission in exercising any right or power accruing upon any default, shall not be construed as a waiver of any other or any subsequent default and shall not impair any such right or power. 16. Materiality of Promises, Covenants, Representations, and Warranties. Each and every promise, covenant, representation, and warranty set forth in this Agreement on the part of a party hereto to be performed is a material term of this Agreement, and each and every such promise, covenant, representation, and warranty constitutes a material inducement for the other party to enter this Agreement. Each party acknowledges that without such promises, covenants, representations, and warranties, the other party would not have entered this Agreement. 8 Page 223 of 378 17. Performance by City. Company acknowledges and agrees that all of the obligations of City under this Agreement shall be subject to, and performed by City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with City's lawful authority. All covenants, stipulations, promises, agreements and obligations of City contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City and not of any governing body member, officer, employee or agent of City in the individual capacity of such person. 18. No Third -Party Beneficiaries. No rights or privileges of any party hereto shall inure to the benefit of any contractor, subcontractor, material supplier, or any other person or entity, and no such contractor, subcontractor, material supplier, or other person or entity shall be deemed to be a third -party beneficiary of any of the provisions of this Agreement. 19. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person or by United States registered or certified mail, postage prepaid, and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. (b) if to Company, at 360 Westfield Avenue, Suite 200, Waterloo, Iowa 50701, Attention: Executive Director. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, or (ii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid. A party may change the address for giving notice by any method set forth in this Section. 20. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. 21. Amendment, Modification, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by the duly authorized representative of same, and specifying with particularity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 22. Severability; Reformation. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the 9 Page 224 of 378 offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 23. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 24. Interpretation. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that the parties hereto and their respective attorneys have contributed substantially and materially to the preparation of each and every provision of this Agreement. 25. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 26. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 27. Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. To the maximum extent possible, the Lease shall be construed and interpreted so as to not be in conflict with the terms of this Agreement, and in the event of irreconcilable conflict the terms of the Lease shall govern. 28. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Development Agreement by their duly authorized representatives as of the date first set forth above. [signatures on next page] 10 Page 225 of 378 CITY OF WATERLOO, IOWA QuertEuz 9-tarE SI6NEN By: Quentin M. Hart, Mayor Attest: Kerrey Ferchre s``o Kelley Felchle, City Clerk WATERLOO DEVELOPMENT CO TION Title: V ce--cs��r��nG 11 Page 226 of 378 EXHIBIT "A" Legal Description of Property Lot 1, TechWorks Addition, Waterloo, Black Hawk County, Iowa, except Parcel "E" of Plat of Survey Doc. #2013-8971; except Parcel "F" of Plat of Survey Doc. #2013-19092, and amended in Doc. #2015-21270; except Parcel "G" of Plat of Survey Doc. #2020-12244; except Parcel "I" of Plat of Survey Doc. #2022-17202; and except that part of Lot 1 bounded by Parcel "F", Westfield Avenue and Jefferson Street. Page 227 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving an Amendment to the Development Agreement with FDP WTC, LLC, originally executed January 11, 2016, to change the assessed value to $8,000,000.00, forgive interest payments during the pandemic, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The City of Waterloo entered into a development agreement with the developer in 2016 for the redevelopment of a former John Deere manufacturing building on the TechWorks Campus into a Courtyard by Marriott hotel. The amendment would allow for the minimum assessed value to be adjusted from $17,000,000 to $8,000,000 and also forgiving interest payments during the Covid-19 Pandemic due to Economic Hardship at that time. NEIGHBORHOOD IMPACT The project has had a positive impact on Downtown Waterloo. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Downtown TIF, IRD funds and City -issued bonds. ALTERNATIVE ACTION Not Approve Amendment LEGAL DESCRIPTION That portion of Lot One (1) of Techworks Addition, Waterloo, Iowa, Black Hawk County, Iowa, Page 228 of 378 described as follows: Commencing at the Southeast corner of said Lot 1; thence South 62° 15'57" West on the South line of said Lot 1, a distance of 215.87 feet to the point of beginning; (the following four courses are on said South line); thence continuing South 62° 15'57" West 152.67 feet; thence South 67°29'55" West, 76.84 feet; thence South 63° 34'08" West, 20.45 feet to the beginning of an 833.33 foot radius curve concave Northerly and having a long chord of 149.99 feet bearing South 68° 43'54" West; thence Westerly on the arc of said curve, 150.20 feet; thence North 15°15'33" West, 165.58 feet; thence North 20° 28'28" West, 29.17 feet; thence South 68°55'29" West, 44.61 feet; thence North 20° 17'51" West, 309.37 feet; thence North 69° 00'00" East, 588.00 feet; thence South 21 '00'00" East, 65.70 feet to the beginning of a 142.82 foot radius chord concave Southerly and having a long chord of 91.58 feet bearing South 87° 35'27"' East; thence Easterly on the arc of said curve 93.23 feet to an East line of said Lot 1 and the beginning of a 261.64 foot radius curve concave Easterly and having a long chord of 131.55 feet bearing South 4° 27'38" West; thence Southerly on the arc of said curve and on an East line of said Lot 1, a distance of 132.98 feet; thence South 59°48'31" West on an East line of said Lot 1, a distance of 20.27 feet; thence South 30°11 '29" East on an East line of said Lot 1, a distance of65.85 feet; thence South 59°33'58" West, 75.11 feet; thence South 49°46'02"West, 108.25 feet; thence South 18° 14'11" East, 143.74 feet to the point of beginning. Also described as Auditor's Parcel "F" according to Plat of Survey filed March 15, 2013 as Doc. No. 2013-19092 and amended June 25, 2015 as Doc. No. 2015-21270. ATTACHMENTS 1. FDP Amendment 2. EXHIBIT E Revised 3. FDP Agreement 2016 Recorded Page 229 of 378 Prepared by Christopher S. Wendland, P.O. Box 596, Waterloo, IA 50703. 319-234-5701 AMENDMENT TO DEVELOPMENT AGREEMENT and AMENDMENT TO MINIMUM ASSESSMENT AGREEMENT This Amendment to Development Agreement and Amendment to Minimum Assessment Agreement (the "Amendment") is entered into as of , 2024 by and between FDP WTC, L.L.C. (the "Developer") and the City of Waterloo, Iowa (the "City"). RECITALS A. Developer and City are parties to that certain Third Amended and Restated Development Agreement dated January 11, 2016 (the "DA"), concerning the development of property as described in the DA. Developer and City are also parties to that certain Minimum Assessment Agreement (the "MAA") pertaining to said property, dated as of the same date. The DA and MAA have been filed in the land records of Black Hawk County as Doc. No. 2016-12512. B. The parties desire to amend the DA and the MAA to modify the terms as set forth in this Amendment. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Section 6.4(c) of the DA is hereby amended to provide that proceeds of the working capital account shall be applied for the payment of real estate taxes for the FDP Property. The parties acknowledge and agree that the Developer will draw down all funds from the account and shall apply them exclusively for this purpose. Thereafter, the requirement of the working capital account is eliminated. 2. Section 8.3(b) of the DA is hereby amended to state that the Assessor's Minimum Actual Value shall be not less than Eight Million Dollars ($8,000,000) as of January 1, 2024. 3. The parties acknowledge and agree that Tax Increment collected by the City has been less than the amount required to pay all debt service on the City Bonds Page 230 of 378 (Second Issue), and that pursuant to Sections 6.3(a) and 8.3(e), and Section 3 of the MAA the Developer has an obligation to make supplementary payments to the City equal to the shortfall amount. The Developer also has obligations to make supplemental payments for shortfall on all debt service on the City Bonds (Third Issue) pursuant to Sections 6.4(a), 6.4(c), 7.2(b), and 7.2(c). The City hereby forgives the obligation of the Developer to pay debt service on any City Bonds, including such shortfalls referenced above with respect to any shortfall that has been determined before January 1, 2024 and that is outstanding and unpaid as of the date hereof (the "Accrued Shortfall"), and the City hereby releases the Developer from its obligation to pay the Accrued Shortfall, and any future obligations related to the City Bonds, including but not limited to those under the above Sections of the DA and MAA. The interest payments which would otherwise have been made in 2024, 2025 and 2026 shall instead be owed and paid in 2038, 2039 and 2040 respectively. The amount remaining due on the FDP Loan as of the date of this agreement shall be the total of all remaining interest payments due by Developer under the agreement as amended by this document. 4. Section 6.4(a) of the DA is amended to provide in the second sentence "On or before the Third Issue Closing Date, Developer shall deliver to the City (i) a promissory note signed by the Developer in the amount of the FDP Loan and (ii) a personal guaranty from Rodney Blackwell, limited in the principal amount of $4 million, to secure repayment of interest on the City Bonds (Third Issue) as described in this section and Section 7.2(b)". Upon the final interest payment by Developer under this agreement, the personal guaranty shall be released in a form acceptable to Developer. 5. Section 7.2(b) of the DA is amended to provide in the third sentence "Upon depletion of the capitalized interest fund, and from and after January 1, 2027, Developer shall make all subsequent interest payments on the city bonds (Third Issue), based upon the schedule attached here to as Exhibit E, with each such payment due three (3) business days before each semi-annual interest payment date shown on Exhibit E". 6. Section 7.2(c) of the DA is amended to provide that the third sentence is eliminated and replaced with the following: "Developer has no responsibility for principal on the City Bonds (Third Issue)". 7. Section 6.4(d) of the DA is eliminated, and any assignment made thereunder is hereby released and held for naught. 8. Section 1 of the MAA is hereby amended to provide that the Minimum Actual Value shall be not less than Eight Million Dollars ($8,000,000) as of January 1, 2024, and Developer and the City agree to extend the Termination Date to December 31, 2044. 9. Developer shall work in good faith with the Iowa Economic Development Authority to extend the term of the Reinvestment District for an additional five (5) years. The City agrees that it will also work in good faith with the Iowa Economic Development Authority to extend the term of the Reinvestment District for an additional five (5) years. Page 231 of 378 10. Except as modified herein, the DA and MAA shall continue unmodified in full force and effect. Terms in this Amendment that are capitalized but not defined will have the same meanings herein that are ascribed to them in the DA or the MAA, as applicable. This Amendment may be executed in multiple counterparts. The DA and MAA and this Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Amendment to Development Agreement and Amendment to Minimum Assessment Agreement by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA FDP WTC, L.L.C. By: By: Quentin M. Hart, Mayor Rodney A. Blackwell Managing Member Attest: Kelley Felchle, City Clerk Page 232 of 378 CERTIFICATION OF ASSESSOR (updated) The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing amendment to Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property subject to the development, upon completion of improvements to be made on it and in accordance with the Minimum Assessment Agreement as amended, certifies that the actual value assigned to such land and building upon completion of the development shall, as of January 1, 2024, not be less than Eight Million Dollars ($8,000,000) until termination of this Minimum Assessment Agreement pursuant to the terms hereof. STATE OF IOWA ) ss. COUNTY OF BLACK HAWK Assessor for Black Hawk County, Iowa Date Subscribed and sworn to before me on , 2024 by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. Notary Public Page 233 of 378 EXHIBIT E Rate 2.75% Term 20 Years Year Interest FDP Future Pymts 2018 220,000 Paid Year 1 2019 211,602 Paid Year 2 2020 202,973 Paid Year 3 2021 194,107 Paid Year 4 2022 184,998 Forgiven Year 5 2023 175,637 Forgiven Year 6 2024 166,020 - Moved to 2038 Year 7 2025 156,137 - Moved to 2039 Year 8 2026 145,983 - Moved to 2040 Year 9 2027 135,550 135,550 Year 10 2028 124,830 124,830 Year 11 2029 113,815 113,815 Year 12 2030 102,497 102,497 Year 13 2031 90,868 90,868 Year 14 2032 78,919 78,919 Year 15 2033 66,642 66,642 Year 16 2034 54,026 54,026 Year 17 2035 41,064 41,064 Year 18 2036 27,746 27,746 Year 19 2037 14,061 14,061 Year 20 2038 166,020 Year 21 2039 156,137 Year 22 2040 145,983 Year 23 Page 234 of 378 Page 1 of 66 IllIlllhI11 •Il1Il Illl IlllII t 11 III I1I lI III FY1II1 Doc ID 006946660066 Type GEN Recorded: D1/15/2016 at 04:05:49 PM Fee Amt: $332.00 Pape 1 of 66 Black Hawk County Iowa SANDIE L. SMITH RECORDER File2O16-00012512 Type of Document: Return Document to: Preparer Information: THIRD AMENDED AND RESTATED DEVELOPMENT AGREEMENT By and Among CITY OF WATERLOO, IOWA and CEDAR VALLEY TECH WORKS, INC. and FDP WTC, L.L.C. INCLUDING MINIMUM ASSESSMENT AGREEMENT Michelle C. Weidner, CPA Chief Financial Officer City of Waterloo 715 Mulberry Street Waterloo, IA 50703 (319) 291-4323 Kristin Cooper Ahlers & Cooney, P.C. 100 Court Ave., Ste. #600 Des Moines, IA 50309 (515) 243-7611 Taxpayer Information: NIA GRANTORS: N/A GRANTEES: N/A LEGAL DESCRIPTION: See page 57 Page 235 of 378 r r., Page 2 of 66 THIRD AMENDED AND RESTATED DEVELOPMENT AGREEMENT By and Among CITY OF WATERLOO, IOWA and CEDAR VALLEY TECH WORKS, INC. and FDP WTC, L.L.C. Dated January , 2016 Page 236 of 378 Page 3 of 66 ARTICLE I. Section 1.1. ARTICLE IL Section 2.1. Section 2.2. Section 2.3. ARTICLE III Section 3.1. ARTICLE IV Section 4.1. Section 4.2, TABLE OF CONTENTS DEVELOPMENT AGREEMENT DEFINITIONS 2 Definitions 2 REPRESENTATIONS AND WARRANTIES 7 Representations and Warranties of the City 7 Representations and Warranties of TechWorks 7 Representations and Warranties of Developer 9 . TECHWORKS CAMPUS SITE IMPROVEMENTS. 11 Construction of TechWorks Campus Site Improvements 11 . CONSTRUCTION OF FDP IMPROVEMENTS BY DEVELOPER 14 Construction of FDP Improvements 14 Construction Plans 14 Section 4.3. Commencement and Completion of Construction Section 4.4. Certificate of Completion ARTICLE V. SECURITY PROVISIONS Section 5.1 Section 5.2. Section 5.3. Section 5.4. Section 5.5 ARTICLE VI Section 6.1. Section 6.2. Section 6.3. Section 5.4. ARTICLE VII Section 7.1. Execution of TechWorks Escrow Agreement. Execution of FDP Escrow Agreement Execution of Mortgage or Other Collateral Release of Collateral; Additions to Same Interest in Collateral • CONSTRUCTION OF TECH I BUILDING IMPROVEMENTS Construction of Tech 1 Building Improvements Commencement and Completion of Construction Security for City Bonds (First and Second Issues) Security for City Bonds (Third Issue} 15 15 16 16 17 17 18 19 19 19 20 . FDP GRANT, FDP LOAN AND TECHWORKS GRANT 20 FDP Grant 20 Page 237 of 378 Page 4 of 66 Section 7.3, Source of FDP Grant, FDP Loan and TechWorks Grant Funds Limited 21 Section 7.4. Closing; Conditions Precedent to Funding by City 21 Section 8.1. Covenants of TechWorks 24 Section 8.2. Covenants of Developer 25 Section 8.3. Execution of Assessment Agreements 27 ARTICLE IX. INDEMNIFICATION 28 Section 9.1. Release and Indemnification Covenants 28 ARTICLE X. ASSIGNMENT OR TRANSFER Section 10.1. Section 10.2. ARTICLE XI. Section 11.1. Section 11.2. Section 11.3. Section 11.4. Section 11.5. Section 11.6. ARTICLE XII. MISCELLANEOUS Section 12.1. Section 12.2. Section 12.3. Section 12.4. Section 12.5. Section 12.6. No Third Party Beneficiaries Section 12.7. Section 12.8, Section 12.9. Section 12.10. Assignment of Benefits 29 Status of Developer; Transfer of Substantially All Assets 29 Status of TechWorks; Transfer of Substantially All Assets 29 DEFAULT AND REMEDIES 30 Events of Default Defined 30 Remedies on Default 31 Remedies on Default by City 32 No Remedy Exclusive 32 No Implied Waiver.. 32 Agreement to Pay Attorneys' Fees and Expenses 33 33 Notices 33 Governing Law 34 Entire Agreement 34 Severability 34 Performance by City 34 35 Interpretation 35 Amendment; Waiver 35 Successors and Assigns 35 35 Page 238 of 378 Page 5 of 66 Section 12.11. Agreement 35 Section 12.12. Termination Date 36 Scope Narrative 44 EXHIBITS Exhibit A-1 - FDP Property Exhibit A-2 - Tech 1 Building Property Exhibit B-1 - FDP Improvements Exhibit B-2 - Tech I Building Improvements Exhibit B-3 — TechWorks Campus Site Improvements Exhibit C - Minimum Assessment Agreement Exhibit D - Additional TIF Properties Exhibit E - Estimated Draw Schedule Page 239 of 378 Page 6 of 66 THIRD AMENDED AND RESTATED DEVELOPMENT AGREEMENT This Third Amended and Restated Development Agreement ("Agreement") is made as of the 114111 day of January, 2016, by and among the CITY OF WATERLOO, IOWA, a municipal corporation with its principal offices located at 715 Mulberry Street, Waterloo, Iowa (the "City"), CEDAR VALLEY TECH WORKS, INC., an Iowa corporation with its principal offices located at 10 West 4th Street, Suite 310, Waterloo, Iowa ("TechWorks") and FDP WTC, L.L.C., an Iowa limited liability company with its principal offices located at 201 North Harrison Street, Suite 402, Davenport, Iowa ("Developer"); collectively referred to as the "Parties" to this Agreement. WITNESSETH: WHEREAS, in furtherance of the objectives of Chapter 403 of the Code of Iowa, 2013, as amended (the "Urban Renewal Act"), the City is engaged in carrying out urban renewal project activities in an area known as the Downtown Waterloo Urban Renewal and Redevelopment Area ("Urban Renewal Area"); and WHEREAS, the Developer and TechWorks each own, or will own, certain property located within the foregoing Urban Renewal Area, as more particularly described in Exhibits A-1 and A-2 attached hereto and made a part hereof, which properties together comprise an area referred to herein as the TechWorks Campus; and WHEREAS, the Developer and TechWorks each are willing to cause certain building improvements to be constructed on their respective properties, as described herein; and WHEREAS, the City anticipates issuing municipal bonds to finance an economic development grant to TechWorks and the Developer, respectively, and Developer and TechWorks have each agreed to pay, or cause to be paid, certain projected real estate taxes by execution of a Minimum Assessment Agreement applicable to their respective properties; and WHEREAS, the Developer anticipates obtaining additional financing for the development of the FDP Improvements and the FDP Property through the use of state historic tax credits, Reinvestment District Funds (each as defined herein) and other available debt and equity financing instruments; and WHEREAS, the Parties have previously executed and entered into a Development Agreement dated as of January 30, 2012, as amended by the Amended and Restated Development Agreement dated as of October 14, 2013 and the Second Amended and 1 Page 240 of 378 Page 7 of 66 Restated Development Agreement dated as of July 10, 2015 (together, the "Prior Agreement") relating to the foregoing activities, and now desire to further amend and restate the Prior Agreement to modify their understandings with respect to the foregoing project activities and other matters related to this development; and WHEREAS, the City believes that the development of the TechWorks Campus is in the vital and best interests of the City and in accordance with the public purposes and provisions of the applicable State and local laws and requirements under which the project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: ARTICLE I. DEFINITIONS Section 1.1. Definitions. In addition to other definitions set forth in this Agreement, all capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: Additional TIF Properties means those properties described on Exhibit D hereto. Affiliate means, with respect to the Developer, any other corporation or limited liability company that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, the Developer. As used in this definition, "Control" or "Controlled" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation or limited liability company, whether through the ownership of voting securities, by contract or otherwise. Agreement means this Third Amended and Restated Development Agreement and all Exhibits hereto, as the same may be from time to time modified, amended or supplemented. Assessment Agreement means the individual Minimum Assessment Agreements pursuant to Section 8.3 of this Agreement, entered into by and between the City and each of the Developer and TechWorks, substantially in the form of the Minimum Assessment Agreement contained in Exhibit C attached hereto, and hereby made a part of this Agreement. Assessor's Minimum Actual Value means the agreed minimum actual value of (i) the FDP Improvements and the FDP Property in the case of the Developer's Assessment 2 Page 241 of 378 Page 8 of 66 Agreement, and (ii) the Tech I Building and the Tech I Building Property in the case of TechWork's Assessment Agreement for calculation and assessment of ad valorem real property taxes, as set forth in each of the Developer and TechWork's respective Assessment Agreements. Award Agreement means the agreement entered into between the City and the State with respect to the award of the Reinvestment District Funds. City means the City of Waterloo, Iowa. City Bonds (First Issue) mean the general obligation bonds or notes issued by the City to fund the TechWorks Campus Grant to Developer, in the amount of $3,500,000, to be used for the costs of issuance of the City Bonds (First Issue) and site improvements for the benefit of all property owners on the TechWorks Campus. City Bonds (Second Issue) mean the general obligation bonds or notes to be issued by the City to fund the FDP Grant to Developer and the costs of issuance of the City Bonds (Second Issue), which bonds shall be limited to a maximum principal amount of $9,250,000, to be used for the FDP Improvements. City Bonds (Third Issue) mean the general obligation bonds or notes to be issued by the City to fund the FDP Loan, capitalized interest thereon, and the costs of issuance of the City Bonds (Third Issue), which bonds shall be limited to a maximum principal amount of $8,000,000, to be used for the FDP Improvements, Code means the Code of Iowa, 2015, as amended. Construction Escrow Agreement means the agreement described in Section 6.2 hereof. Construction Plans means the plans, specifications, drawings and related documents reflecting the construction work to be performed by the Developer and TechWorks on the TechWorks Campus, FDP Property and Tech I Building Property, as applicable. In each case, the Construction Plans shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the building inspector of the City as required by applicable City codes, and shall include at least the following: (i) site plan, (ii) floor plan for each floor, (iii) cross -sections of each floor (length and width), (iv) building elevations (all sides) and (v) adjacent parking improvements and landscaping. County means Black Hawk County, Iowa. 3 Page 242 of 378 Page 9 of 66 DB&T means Dubuque Bank and Trust Company. Developer means FDP WTC, L.L.C., an Iowa limited liability company, and its successors and assigns. Equity Investor means the state historic tax credit investor with respect to the FDP Improvements, and its successors and assigns. Escrow Agreement means the agreement described in Section 6.1 hereof. Event of Default means any of the events described in Section 11.1 of this Agreement. FDP Grant means the economic development grant to be made by the City to Developer under the provisions of Article VII hereof, which shall be equal in amount to the net proceeds of the City Bonds (Second Issue) remaining after the payment of all normal and customary bond issuance costs are paid. FDP Loan means the economic development loan to be made by the City to Developer under the provisions of Article VII hereof, which shall be equal in amount to the net proceeds of the City Bonds (Third Issue) remaining after the payment of all normal and customary bond issuance costs are paid and the deposit into the capitalized interest fund described in Section 7.2 hereof. FDP Improvements shall mean the hotel and office space improvements to be constructed by the Developer on the FDP Property, together with all related site improvements described in the Construction Plans for the same, described generally in Exhibit B-1 hereto. FDP Property means that portion of the TechWorks Campus owned by the Developer and described in Exhibit A-1 hereto upon which the FDP Improvements will be constructed. First Issue Closing Date means June 27, 2014. First Mortgage means one or more Mortgages granted to the Lender to secure loans made pursuant to the Lender Loan Agreement or such other agreements entered into by the Developer for the benefit of bond investors, a commercial lender or other financial institution to fund any portion of the construction costs and initial operating capital requirements of the FDP Improvements as may be consented to by the Lender, which may be recorded prior to the recording of the Assessment Agreement. 4 Page 243 of 378 Page 10 of 66 Full Time Employees means either (i) a permanent "full time" employee who works at least 40 hours per week or 2,080 hours per year or (ii) any combination of "part- time" employees who, in the aggregate, work at least 2,080 hours per year. Historic Tax Credit Transaction means the making of one or more equity investments by the Equity Investor, or other investor, in "qualified rehabilitation expenditures" (as defined in Section 47(C)(2) of the Internal Revenue Code and the Treasury Regulations issued thereunder) for purposes of obtaining state historic tax credits for the benefit of the Developer and the construction of the FDP Improvements. Lender means First Midwest Bank or other qualified lender or lenders, each of which may make a loan to the Developer, which loans will be repaid from income resulting from the operation of the FDP Property and FDP Improvements. Lender Loan Agreement means one or more loan agreements by and between or among, a Lender and the Developer, pursuant to which the Lender will make one or more loans to the Developer to finance the acquisition of the FDP Property and/or construction of the FDP Improvements. Mortgage means any mortgage or security agreement in which the Developer has granted a mortgage or other security interest in the FDP Property, or any portion or parcel thereof, or any improvements constructed thereon to a Lender. Reinvestment District means that certain TechWorks Reinvestment District established by the City under Chapter 15J of the Code, pursuant to the application filed by the City with the Iowa Economic Development Authority. Reinvestment District Funds means that the applicable portion of the State sales and use tax and hotel and motel tax revenues generated by the improvements constructed and/or reconstructed in the Reinvestment District, that are granted to the City under the Award Agreement for purposes of funding, among other things, the FDP Loan as described herein. The Reinvestment District Funds shall be used to pay down the FDP Loan, as described in Section 7.2 herein. Second Issue Closing Date means July 1, 2016, or such other date as the parties hereto may agree upon in writing. State means the State of Iowa. Substantial Completion or Substantially Complete means the date on which the FDP Improvements have been completed in accordance with the Construction Plans to the extent necessary for the City to issue a certificate of occupancy relating thereto. 5 Page 244 of 378 Page 11 of 66 Tax Increment means the tax increment revenues collected by the City under the authority of Section 403.19 of the Code and the City's ordinance implementing the division of taxes under Section 403.19 in respect of (i) the FDP Property and the FDP Improvements constructed thereon by the Developer, (ii) the Tech I Building Property and the Tech I Building Improvements constructed thereon by TechWorks and (iii) the Additional TIF Properties. Tech I Building means the approximately 156,000 square foot building located on the Tech I Building Property being rehabilitated and renovated as part of the Tech I Building Improvements. Tech I Building Improvements means the redevelopment and rehabilitation of the Tech I Building by TechWorks, together with all related site improvements described in the Construction Plans for the same, described generally in Exhibit B-2 hereto. Tech I Building Property means that portion of the TechWorks Campus owned by TechWorks and described in Exhibit A-2 hereto, upon which the Tech I Building Improvements will be constructed. TechWorks means Cedar Valley Tech Works, Inc., an Iowa not -for -profit corporation, and its successors and assigns. TechWorks Campus means that portion of the Urban Renewal Area generally bounded by Westfield Avenue, West Commercial Street arching between the John Deere Advanced Manufacturing Plant and Jefferson Street extended to River Drive. TechWorks Campus Grant means the economic development grant to be made by the City to the Developer under the provisions of Article VII hereof, which shall be equal in amount to the net proceeds of the City Bonds (First Issue) remaining after the payment of all normal and customary bond issuance costs are paid. TechWorks Campus Site Improvements means the curbing, sidewalk, parking and landscaping improvements to be constructed by the Developer on the TechWorks Campus under the provisions of Article III hereof, as described in Exhibit B-3 attached hereto and made a part hereof. Termination Date means the date of termination of this Agreement, as established in Section 12.12 of this Agreement. Third Issue Closing Date means December I, 2016, or such other date as the parties hereto may agree upon in writing. 6 Page 245 of 378 Page 12 of 66 Unavoidable Delays means delays resulting from acts or occurrences outside the reasonable control of the party claiming the delay including but not limited to storms, floods, fires, explosions or other casualty losses, unusual weather conditions, strikes, boycotts, lockouts or other labor disputes, delays in transportation or delivery of material or equipment, litigation commenced by third parties, or the acts or failure to act of any federal, State or local governmental unit (other than the City when acting in good faith). Urban Renewal Plan means the Urban Renewal Plan approved in respect of the Downtown Waterloo Urban Renewal and Redevelopment Area, described in the preambles hereof. ARTICLE II. REPRESENTATIONS AND WARRANTIES Section 2.1. Representations and Warranties of the City. The City makes the following representations and warranties: (a) The City is a municipal corporation organized under the provisions of the Constitution and the laws of the State and has the power to enter into this Agreement and carry out its obligations hereunder. (b) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a breach of, the terms, conditions or provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the City is now a party or by which it is bound, nor do they constitute a default under any of the foregoing. (c) This Agreement and any other documents and instruments to be executed and delivered by the City pursuant to this Agreement, when executed and delivered pursuant hereto, will constitute the duly authorized, valid and legally binding obligations of the City and are enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. Section 2.2. Representations and Warranties of TechWorks. TechWorks makes the following representations and warranties: (a) TechWorks is a corporation duly organized and validly existing under the laws of the State of Iowa, and it has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be 7 Page 246 of 378 Page 13 of 66 conducted, and to enter into and perform its obligations under the Agreement. (b) This Agreement has been duly and validly authorized, executed and delivered by TechWorks and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of TechWorks enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or bylaws of TechWorks or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which TechWorks is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. (d) There are no actions, suits or proceedings pending or threatened against or affecting TechWorks in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of TechWorks or which in any manner raises any questions affecting the validity of the Agreement or TechWorks' ability to perform its obligations under this Agreement. (e) TechWorks will cause the Tech I Building Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State and federal laws and regulations, except for variances necessary to construct the Tech I Building Improvements contemplated in the Construction Plans. (f) TechWorks will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Tech I Building Improvements may be lawfully constructed. (g) Subject to Section 5.2, TechWorks will spend enough in construction of the Tech I Building Improvements, when combined with the value of the Tech I Building Property and related site improvements, to equal or exceed the Assessor's Minimum Actual Value for the Tech I Building Property and the Tech I Building Improvements, as set forth in Section 8.3 of this Agreement. 8 Page 247 of 378 Page 14 of 66 (h) The financing commitments, which TechWorks will proceed with due diligence to obtain, to finance the construction of the Tech I Building Improvements will be sufficient to enable TechWorks to successfully complete the construction of the Tech I Building Improvements as contemplated in this Agreement. (i) Subject to Section 5.2, TechWorks agrees that the Assessor's Minimum Actual Value of the Tech I Building Property and the Tech I Building Improvements described in Section 8.3 hereof will be a reasonable estimate of the actual value of the same for ad valorem property tax purposes. (j) TechWorks has not received any notice from any local, State or federal official that the activities of TechWorks with respect to the Tech I Building may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). TechWorks is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure applicable to the Tech I Building, and TechWorks is not currently aware of any violation of any local, State or federal environmental law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. (k) TechWorks will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction of the Tech I Building Improvements. (1) Subject to Section 5.2, TechWorks will proceed with reasonable diligence and in good faith to substantially complete the construction of the Tech I Building Improvements within five (5) years after the First Issue Closing Date barring Unavoidable Delays or unavailability of funding. (m) TechWorks would not undertake its obligations under this Agreement without the payment by the City of the TechWorks Campus Grant, being made to Developer pursuant to this Agreement. (n) TechWorks reasonably expects but does not warrant that the construction of the Tech I Building Improvements will result in the creation of approximately 50 temporary construction jobs and an indeterminate number of Full Time Employees employed by public and private tenants in the completed facility, with the number of Full Time Employees being substantially affected by the nature of a given tenant's intended use. 9 Page 248 of 378 Page 15 of 66 Section 2.3. Representations and Warranties of Developer. Developer makes the following representations and warranties: (a) Developer is a limited liability company duly organized and validly existing under the laws of the State of Iowa, is authorized to conduct business in the State of Iowa, and it has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. (b) This Agreement has been duly and validly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the certificate of organization or operating agreement of Developer or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. (d) Except for any pending litigation that has previously been disclosed by the Developer to the City in writing, there are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer's ability to perform its obligations under this Agreement. (e) Developer will cause the TechWorks Campus Site Improvements and the FDP Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations, except for variances necessary to construct the TechWorks Campus Site Improvements and FDP Improvements contemplated in the Construction Plans. (f) Developer will use its best efforts to obtain, or cause to be obtained in a timely manner, all required permits, Licenses and approvals, and will meet, in a timely 10 Page 249 of 378 Page 16 of 66 manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the TechWorks Campus Site Improvements and FDP Improvements may be lawfully constructed. (g) Developer will spend enough in construction of the FDP Improvements, when combined with the value of the FDP Property and related site improvements, to equal or exceed the Assessor's Minimum Actual Value thereof, as set forth in Section 8.3 of this Agreement. (h) The financing commitments, which Developer will proceed with due diligence to obtain, to finance the construction and rehabilitation of the FDP Improvements will be sufficient to enable Developer to successfully complete the construction of the FDP Improvements as contemplated in this Agreement, subject to additional costs incurred due to Unavoidable Delays. (i) Developer agrees that the Assessor's Minimum Actual Value of the FDP Improvements is a reasonable estimate of the actual value of the same for ad valorem property tax purposes. (j) Developer has not received any notice from any local, State or federal official that the activities of Developer with respect to the FDP Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure applicable to the FDP Property, and Developer is not currently aware of any violation of any local, State or federal environmental law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. (k) Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the TechWorks Campus Site Improvements and the FDP Improvements. (1) Developer expects that, subject to any Unavoidable Delays, the FDP Improvements will be substantially completed by May 1, 2017, subject to the issuance of the City Bonds (Second Issue), City Bonds (Third Issue), the receipt of the FDP Grant, and the receipt of the FDP Loan. (m) Developer would not undertake its obligations under this Agreement without the payment by the City of the FDP Grant and FDP Loan, being made to 11 Page 250 of 378 Page 17 of 66 Developer pursuant to this Agreement. (n) Developer reasonably expects that the construction of the FDP Improvements will result in the creation of approximately 50 temporary construction jobs and approximately 210 Full Time Employees of the hotel and restaurant facilities and of tenants in the office space portion of the facility. ARTICLE III. TECHWORKS CAMPUS SITE IMPROVEMENTS Section 3.1. Construction of TechWorks Campus Site Improvements. The Developer, either directly or acting through the Developer Affiliate, agrees that it will cause the TechWorks Campus Site Improvements to be constructed on the TechWorks Campus in conformance with the Construction Plans submitted to the City. The Developer agrees that the scope and scale of the TechWorks Campus Site Improvements to be constructed shall not be significantly less than the scope and scale of the TechWorks Campus Site Improvements as detailed and outlined in the Construction Plans. The Developer reasonably expects that the construction of the TechWorks Campus Site Improvements will require a total investment of not less than Six Million Dollars ($6,000,000,00). Section 3.2. Construction Plans. The Developer shall cause Construction Plans to be provided for the TechWorks Campus Site Improvements, which shall be subject to approval by the City as provided in this Section 3.2. The City shall approve the Construction Plans in writing if: (a) the Construction Plans conform to the terms and conditions of this Agreement; (b) the Construction Plans conform to the terms and conditions of the Urban Renewal Plan; (c) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations and City permit and design review requirements; (d) the Construction Plans are adequate for purposes of this Agreement to provide for the construction of the TechWorks Campus Site Improvements and (e) no Event of Default under the terms of this Agreement has occurred; provided, however, that any such approval of the Construction Plans pursuant to this Section shall constitute approval for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver by the City with respect to any building, fire, zoning or other ordinances or regulations of the City, and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building permit if the Construction Plans are not as detailed or complete as the plans otherwise required for the issuance of a building permit. The Construction Plans must be rejected in writing by the City within thirty (30) days of submission or shall be deemed to have been approved by the City. If the City rejects the Construction Plans in whole or in part, the Developer shall submit new or 12 Page 251 of 378 Page 18 of 66 corrected Construction Plans within thirty (30) days after receipt by the Developer of written notification of the rejection, accomplished by a written statement of the City specifying the respects in which the Construction Plans submitted by the Developer fail to conform to the requirements of this Section. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City; provided, however, that in any event the Developer shall submit Construction Plans which are approved by the City prior to commencement of construction of the TechWorks Campus Site Improvements. Approval of the Construction Plans by the City shall not relieve the Developer of any obligation to comply with the terms and provisions of this Agreement, or the provisions of applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Construction Plans by the City be deemed to constitute a waiver of any Event of Default. Approval of Construction Plans hereunder is solely for purposes of this Agreement, and shall not constitute approval for any other City purpose nor subject the City to any liability for the TechWorks Campus Site Improvements as constructed. Section 3.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Developer shall cause the TechWorks Campus Site Improvements to be Substantially Complete no later than May I, 2017 or by such other date as the parties shall mutually agree upon in writing. Time lost as a result of Unavoidable Delays shall be added to extend this date by a number of days equal to the number of days lost as a result of Unavoidable Delays. All work with respect to the TechWorks Campus Site Improvements to be constructed or provided by the Developer shall be in conformity with the Construction Plans. Until the TechWorks Campus Site Improvements are Substantially Complete, the Developer shall make such reports to the City, in such details and at such times as may be reasonably requested by the City, as to the actual progress of the Developer with respect to the construction of the TechWorks Campus Site Improvements. Section 3.4. Certificate of Completion. Upon written request of the Developer after Substantial Completion of the TechWorks Campus Site Improvements, the City will promptly furnish the Developer with a Certificate of Completion in recordable form. Such Certificate of Completion shall be conclusive determination of satisfactory termination of the covenants and conditions of this Agreement with respect to the obligations of the Developer to construct the TechWorks Campus Site Improvements. The Certificate of Completion may be recorded in the proper office for the recordation of deeds and other instruments pertaining to the TechWorks Campus at the Developer's sole expense. If the City shall refuse or fail to provide a Certificate of 13 Page 252 of 378 Page 19 of 66 Completion in accordance with the provisions of this Section, the City shall, within twenty (20) days after written request, provide the Developer with a written statement indicating in adequate detail in what respects the Developer has failed to complete the TechWorks Campus Site Improvements in accordance with the provisions of this Agreement, or is otherwise in default under the terms of this Agreement, and what measures or acts will be necessary, in the reasonable opinion of the City, for the Developer to take or perform in order to obtain such Certificate of Completion; provided, however, if the Developer has constructed the TechWorks Campus Site Improvements in accordance with the Construction Plans as approved by the City, the City shall not require the Developer to take or perform any additional actions relating thereto to obtain such Certificate of Completion. ARTICLE IV. CONSTRUCTION OF FDP IMPROVEMENTS BY DEVELOPER Section 4.1. Construction of FDP Improvements. (a) The Developer, either directly or acting through the Developer Affiliate, agrees that it will cause the FDP Improvements to be constructed on the FDP Property in conformance with the Construction Plans submitted to the City. The Developer agrees that the scope and scale of the FDP Improvements to be constructed shall not be significantly less than the scope and scale of the FDP Improvements as detailed and outlined in the Construction Plans. The Developer reasonably expects that the construction of the FDP Improvements will require a total investment of not less than Thirty Eight Million Dollars ($38,000,000). (b) For purposes of constructing the FDP Improvements, the City hereby agrees that Developer, or its Affiliates, may form one or more Affiliates for the purpose of consummating a Historic Tax Credit Transaction in connection with the construction of the FDP Improvements. In furtherance of such transaction, the Developer may transfer or lease the FDP Property to such Affiliate, so long as the terms of any such transfer of the FDP Property are consented to in writing by the City, which consent shall not be unreasonably withheld, conditioned or delayed. The Developer shall remain fully responsible for all of its obligations under this Agreement, notwithstanding any transfer of the FDP Property to an Affiliate and the assumption of any of the Developer's obligations hereunder. Section 4.2. Construction Plans. The Developer shall cause Construction Plans to be provided for the FDP Improvements, which shall be subject to approval by the City as provided in this Section 4.2. The City shall approve the Construction Plans in writing if: (a) the Construction Plans conform to the terms and conditions of this Agreement; (b) the Construction Plans conform to the terms and conditions of the Urban Renewal Plan; (c) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations and City permit and design review requirements; (d) the Construction Plans are adequate for purposes of this Agreement to provide for the 14 Page 253 of 378 Page 20 of 66 construction of the FDP Improvements and (e) no Event of Default under the terms of this Agreement has occurred; provided, however, that any such approval of the Construction Plans pursuant to this Section shall constitute approval for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver by the City with respect to any building, fire, zoning or other ordinances or regulations of the City, and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building permit if the Construction Plans are not as detailed or complete as the plans otherwise required for the issuance of a building permit. The Construction Plans must be rejected in writing by the City within thirty (30) days of submission or shall be deemed to have been approved by the City. If the City rejects the Construction Plans in whole or in part, the Developer shall submit new or corrected Construction Plans within thirty (30) days after receipt by the Developer of written notification of the rejection, accomplished by a written statement of the City specifying the respects in which the Construction Plans submitted by the Developer fail to conform to the requirements of this Section. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City; provided, however, that in any event the Developer shall submit Construction Plans which are approved by the City prior to commencement of construction of the FDP Improvements. Approval of the Construction Plans by the City shall not relieve the Developer of any obligation to comply with the terms and provisions of this Agreement, or the provision of applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Construction Plans by the City be deemed to constitute a waiver of any Event of Default. Approval of Construction Plans hereunder is solely for purposes of this Agreement, and shall not constitute approval for any other City purpose nor subject the City to any liability for the FDP Improvements as constructed. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Developer shall cause the FDP Improvements to be Substantially Complete no later than May 1, 2017 or by such other date as the parties shall mutually agree upon in writing. Time lost as a result of Unavoidable Delays shall be added to extend this date by a number of days equal to the number of days lost as a result of Unavoidable Delays. However, an extension of the completion date for the FDP Improvements shall not affect the Assessor's Minimum Actual Value thereof. All work with respect to the FDP Improvements to be constructed or provided by the Developer shall be in conformity with the Construction Plans. Until the FDP Improvements are Substantially Complete, the Developer shall make such reports to the City, in such details and at such times as may be reasonably requested by the City, as to the actual progress of the Developer with respect to the 15 Page 254 of 378 Page 21 of 66 construction of the FDP Improvements. Section 4.4. Certificate of Completion. Upon written request of the Developer after issuance of an occupancy permit for the FDP Improvements, the City will promptly furnish the Developer with a Certificate of Completion in recordable form. Such Certificate of Completion shall be conclusive determination of satisfactory termination of the covenants and conditions of this Agreement with respect to the obligations of the Developer to construct the FDP Improvements. The Certificate of Completion may be recorded in the proper office for the recordation of deeds and other instruments pertaining to the FDP Property at the Developer's sole expense. If the City shall refuse or fail to provide a Certificate of Completion in accordance with the provisions of this Section, the City shall, within twenty (20) days after written request, provide the Developer with a written statement indicating in adequate detail in what respects the Developer has failed to complete the FDP Improvements in accordance with the provisions of this Agreement, or is otherwise in default under the terms of this Agreement, and what measures or acts it will be necessary, in the reasonable opinion of the City, for the Developer to take or perform in order to obtain such Certificate of Completion; provided, however, if the Developer has constructed the FDP Improvements in accordance with the Construction Plans as approved by the City, the City shall not require the Developer to take or perform any additional actions relating thereto to obtain such Certificate of Completion. ARTICLE V. CONSTRUCTION OF TECH I BUILDING IMPROVEMENTS Section 5.1. Construction of Tech I Building Improvements. TechWorks agrees that it will cause the Tech I Building Improvements to be constructed on the Tech I Building Property in conformance with the Construction Plans submitted to the City. TechWorks agrees that the scope and scale of the Tech I Building Improvements to be constructed shall not be significantly less than the scope and scale of the Tech I Building Improvements as detailed and outlined in the Construction Plans. Section 5.2. Commencement and Completion of Construction. Subject to Unavoidable Delays and availability of funding, TechWorks shall use reasonable efforts to cause construction of the Tech I Building Improvements to be undertaken within five (5) years following the First Issue Closing Date and completed as soon as possible according to the Construction Plans, or by such other date as the City and TechWorks shall mutually agree upon in writing. Time lost as a result of Unavoidable Delays shall be added to extend any completion date by a number of days equal to the number of days lost as a result of Unavoidable Delays. All work with respect to the Tech I Building 16 Page 255 of 378 Page 22 of 66 Improvements to be constructed or provided by TechWorks shall be in conformity with the Construction Plans for the Tech I Building Improvements. TechWorks agrees that the $3 million allocated under the Award Agreement for the Tech I Building Improvements shall be used only for physical infrastructure improvements, unless otherwise approved by the City in writing. Until Substantial Completion of the Tech I Building Improvements, TechWorks will provide reports to the City, in such details and at such times as may be reasonably requested by the City, as to the actual progress of TechWorks with respect to the construction of the Tech I Building Improvements. ARTICLE VI. SECURITY PROVISIONS Section 6.1. Execution of TechWorks Campus Escrow Agreement. To the extent agreed upon by the Lender and TechWorks, on or before the First Issue Closing Date, TechWorks, the City, an agreed upon escrow agent (the "Escrow Agent"), and such other parties as they consider appropriate, shall execute and enter into an Escrow Agreement (which shall be in form satisfactory to aII parties relating thereto, including the City, in its sole discretion), relating to the deposit of the proceeds of the TechWorks Campus Grant. Subsequent to the time all or a portion of the TechWorks Campus Grant is placed in escrow, the Developer may draw upon the TechWorks Grant proceeds in order to be reimbursed for costs and expenses incurred according to the Construction Plans and other related development costs associated with the TechWorks Campus Site Improvements. Developer shall be required to provide the Escrow Agent with satisfactory evidence of such expenses according to the terms of the Escrow Agreement in order for the Escrow Agent to release the requested portion of the TechWorks Campus Grant proceeds to Developer. Section 6.2. Execution of Construction Escrow Agreements. To the extent agreed upon by the Lender and Developer, on or before the Second Issue Closing Date, the Developer, the City, the Escrow Agent, and such other parties as they consider appropriate, may execute and enter into one or more construction escrow agreements (which shall be in form satisfactory to all parties relating thereto), relating to the deposit of the proceeds of the FDP Grant, the FDP Loan described in Section 7.2, and all other proceeds of the construction financing obtained by the Developer to construct the FDP Improvements in accordance with the Construction Plans. The parties intend that all escrowed funds, the FDP Grant and the FDP Loan shall be disbursed and applied to the payment of Project costs in the following order of priority: (i) bridge loan/ tax credit investment in an amount not to exceed $4 million, (ii) FDP Grant, (iii) construction loan from Lender and remaining bridge loan/tax credit investment in the pro rata amount set 17 Page 256 of 378 Page 23 of 66 out on Exhibit E, and (iv) FDP Loan and specifically disbursed in accordance with the Estimated Draw Schedule attached hereto as Exhibit E. Section 6.3. Security for City Bonds (First and Second Issues). (a) The parties intend that the Assessment Agreement executed by the Developer will result in the Tax Increment from the FDP Improvements being sufficient to fully pay the principal and interest on the City Bonds (First Issue) and City Bonds (Second Issue) as the same shall become due. The Developer shall deliver to the City, on or before the Second Issue Closing Date, a promissory note from the Developer, personally guaranteed by Rodney Blackwell, as security for the Developer's obligation to make supplementary or shortfall payments to the City under Section 3 of the Assessment Agreement. The form of promissory note and personal guaranty shall be in form reasonably satisfactory to the City. (b) In consideration for the payment of $550,000 by the Developer to the City on or before the Second Issue Closing Date, the City hereby waives any claim that may be said to arise under Section 8.3 of the Prior Agreement as a result of the Minimum Assessed Value assigned to the FDP Property and the FDP Improvements as of January 1, 2015 and January 1, 2016. Section 6.4. Security for City Bonds (Third Issue). (a) As set forth in Section 7.2, the parties intend that the FDP Loan shall be funded solely from the proceeds of the City Bonds (Third Issue), and that the City Bonds (Third Issue) will not require the application of Tax Increment or general tax revenues to repay the same, but instead that the same shall be payable solely from the sources described in this section. On or before the Third Issue Closing Date, Developer shall deliver to the City (i) a promissory note signed by the Developer in the amount of the FDP Loan, and (ii) a personal guaranty from Rodney Blackwell, limited in the principal amount of $4 million, to secure the repayment of the City Bonds (Third Issue) as described in this section. The form of promissory note and personal guaranty shall be acceptable to the City, in its reasonable discretion. (b) To the extent, and in the form, permitted by the Lender, in its reasonable discretion, on or before the Third Issue Closing Date, the Developer shall execute and deliver a Mortgage in favor of the City, in form reasonably satisfactory to the City and subject only to the First Mortgage held by the Lender. In exchange for the Developer providing the Mortgage, the City, Developer and Lender shall at the same time execute and enter into an Intercreditor Agreement relating to the Mortgage and other collateral pledged to the Lender and City (which shall be in a form satisfactory to all parties thereto). 18 Page 257 of 378 Page 24 of 66 (c) On or before the Third Issue Closing Date, the Developer will establish and unconditionally grant to the City a first security interest in, and assign all rights to, a working capital account to be held in trust at DB&T for the benefit of the City. Such account shall contain a continual balance of not less than $500,000. Proceeds of the account shall be applied by the City to make up any shortfall in the revenues available to pay principal and interest on the City Bonds (Third Issue), and if not so used shall be used to make the final interest payments thereon. In connection with any refinancing of the City Bonds (Third Issue), the City shall give consideration to releasing or reducing the amount required to be maintained in such account. (d) On or before the Third Issue Closing Date, the Developer shall also unconditionally assign to the City its interest in Waterloo Hotel, LLC, including all rights to proceeds resulting from a lease with the hotel operator. Rights to the lease payments will be a second lien obligation, junior and subordinate to a first lien obligation granted to Developer's Lender. The form of the assignment shall be acceptable to the City, in its reasonable discretion. ARTICLE VII. FDP GRANT, FDP LOAN AND TECHWORKS CAMPUS GRANT Section 7.1. FDP Grant. For and in consideration of the obligations being assumed by the Developer as set forth herein, and as a necessary means of achieving the goals and objectives of the Urban Renewal Plan, the City agrees (subject to the conditions set forth in this Article) to make the FDP Grant to Developer. The FDP Grant shall be disbursed by the City to the Escrow Agent, for the benefit of the Developer, in one or more installments commencing on the Second Issue Closing Date, subject to the provision of Section 7.5 hereof. The Developer may draw upon the FDP Grant proceeds in order to be reimbursed for costs and expenses incurred according to the Construction Plans and other related development costs associated with the FDP Improvements and FDP Property. At least $1.2 million of the FDP Grant shall be used by the Developer for site and building improvements to the Tech I Building, as detailed in a written expenditure schedule approved by the City in writing. The Developer shall be required to provide the Escrow Agent with satisfactory evidence of such expenses in order for the Escrow Agent to release the requested portion of the FDP Grant proceeds to the Developer. Proceeds of the FDP Grant shall be used by Developer solely and only for the purposes of paying costs of constructing the FDP Improvements. Section 7.2. FDP Loan. (a) For and in consideration of the obligations being assumed by the Developer as set forth herein, and as a necessary means of achieving the goals and objectives of the Reinvestment District and the Urban Renewal Plan, the City 19 Page 258 of 378 Page 25 of 66 agrees (subject to the conditions set forth in this Article) to make the FDP Loan to Developer. The FDP Loan shall be disbursed to the Escrow Agent, for the benefit of the Developer, in one or more installments commencing on the Third Issue Closing Date, subject to the provision of Sections 6.2 and 7.5 hereof. Proceeds of the FDP Loan shall be used by the Developer solely and only for the purposes of paying costs of constructing the FDP Improvements, and the Developer shall be required to provide the Escrow Agent with satisfactory evidence of such expenses according to the terms of the Escrow Agreement in order for the Escrow Agent to release the requested portion of the FDP Loan proceeds to the Developer. The Developer shall utilize funds received from the FDP Loan for payment of Project costs, and shall certify all such amounts previously drawn from each source to the Escrow Agent when seeking disbursements of the FDP Loan proceeds. (b) The FDP Loan shall be funded solely and only from the proceeds of the City Bonds (Third Issue). Prior to making any deposit with the Escrow Agent, the City shall deposit $1,125,777 of the net proceeds received from the City Bonds (Third Issue) in a capitalized interest fund on the date of the Third Issue Closing Date, such fund to be maintained by the City and used solely for the purpose of paying interest on the City Bonds (Third Issue) as the same shall become due. Upon depletion of the capitalized interest fund, and from and after such date Developer shall make all subsequent interest payments on the City Bonds (Third Issue), by paying the applicable amounts of interest due on the City Bonds (Third Issue) to the City at least three (3) business days before the semi-annual interest payment date (June 1 and December 1). City shall use all such amounts received from the Developer to pay interest on the City Bonds (Third Issue). (c) Subject in all respects to the Award Agreement and the rules of the Iowa Economic Development Authority, as the City receives incremental sales and hotel -motel tax revenue from the Reinvestment District under the Award Agreement, the City will escrow all such authorized funds in a separate account (the "IRD Account") and use the same to pay the principal of the City Bonds (Third Issue) as the same becomes due, and the balance due on the FDP Loan shall be reduced automatically by the amount of principal so paid. Developer shall make up any shortfall in scheduled principal payments on the City Bonds (Third Issue) (and any bonds issued by the City to refinance the same) if amounts received under the Award Agreement are insufficient to fully pay the same, promptly upon written demand by the City. The City Bonds (Third Issue) shall be issued with a right on the part of the City to redeem all principal after seven (7) years from the issue date, and on such first call date all amounts then held in the City's IRD Account shall be used to pay as much of the principal balance outstanding of the City Bonds (Third Issue) as is possible. Thereafter, all amounts deposited in the City's IRD Account shall be used to pay down any remaining principal of the City Bonds (Third Issue) as rapidly as possible, including by means of optional redemption. In connection with any redemption of the City Bonds (Third Issue) that is not funded with amounts on deposit in 20 Page 259 of 378 Page 26 of 66 the City's IRD Account, City shall issue new bonds for payment of the principal being called for redemption. Developer recognizes and agrees that, in accordance with the Award Agreement, the City shall apply 8% of all amounts received under the Award Agreement to other approved projects. Section 7.3. TechWorks Campus Grant. For and in consideration of the obligations being assumed by TechWorks and Developer as set forth herein, and as a necessary means of achieving the goals and objectives of the Urban Renewal Plan, the City agrees (subject to the conditions set forth in this Article) to make the TechWorks Campus Grant to Developer. The TechWorks Campus Grant shall be disbursed to the Escrow Agent (as defined in Section 6.1 above), for the benefit of the Developer, in one or more installments commencing on the First Issue Closing Date, subject to the provision of Section 7.5 hereof. Proceeds of the TechWorks Campus Grant shall be used by Developer solely and only for the purposes of paying costs of the TechWorks Campus Site Improvements. TechWorks shall have no responsibilities under the TechWorks Campus Grant. Section 7.4. Source of FDP Grant, FDP Loan and TechWorks Campus Grant Funds Limited. The TechWorks Campus Grant, the FDP Grant and the FDP Loan shall be payable solely and only from the proceeds of the City Bonds (First Issue), City Bonds (Second Issue) and City Bonds (Third Issue), respectively, and shall not be payable in any manner by general taxation or from any other City funds. The parties further acknowledge and agree that the City Bonds (First Issue), City Bonds (Second Issue) and the City Bonds (Third Issue) shall be sold at such times, on such terms and conditions, bear such interest rates, mature at such times and in such amounts as the City, in its sole discretion, shall determine to be acceptable to it. The City's obligation to issue the City Bonds (First Issue), the City Bonds (Second issue), the City Bonds (Third Issue) and make the TechWorks Campus Grant, FDP Grant, and FDP Loan as described in this Article shall be subject in all respects to Unavoidable Delays, the provisions of this Article, and to the satisfaction of all conditions and procedures required (in the judgment of bond counsel for the City), by Chapters 384 and 403 of the Code with respect to the issuance of the City Bonds (First Issue), City Bonds (Second Issue) and City Bonds (Third Issue), including the holding of all required public hearings relating to the same. Section 7.5. Closing; Conditions Precedent to Funding by City. (a) The complete or initial funding by the City of the TechWorks Campus Grant, the FDP Grant and the FDP Loan on the First Issue Closing Date, Second Issue Closing Date and Third Issue Closing Date, respectively, shall be deemed an agreement of the parties that the applicable conditions of closing shall have been satisfied or waived. If the conditions set forth in this Section are not satisfied at the First Issue Closing Date, the Second Issue Closing Date or the Third Issue Closing Date, as applicable, this 21 Page 260 of 378 Page 27 of 66 Agreement shall terminate unless a new First Issue Closing Date, Second Issue Closing Date or Third Issue Closing Date, as applicable, is established by amendment to this Agreement. The termination of this Agreement shall be the sole remedy available to City, TechWorks or Developer if, for whatever reason, a condition set forth in this Section is not satisfied at the First Issue Closing Date, Second Issue Closing Date or the Third Issue Closing Date, as applicable, it being understood that each party shall nonetheless incur costs and liabilities prior to the First Issue Closing Date, Second Issue Closing Date or Third Issue Closing Date for which they alone are responsible. The City, TechWorks and Developer each expressly assume all responsibility for the costs and liabilities they may each so incur prior to the First Issue Closing Date, Second Issue Closing Date, and Third Issue Closing Date respectively, and agree to indemnify and hold each other harmless therefrom. (b) It is recognized and agreed that the ability of the City to perform the obligations described in this Agreement, including the payment of the TechWorks Campus Grant, FDP Grant and FDP Loan, is subject to completion and satisfaction of certain separate City Council actions and required legal proceedings relating to the issuance of the City Bonds (First Issue), City Bonds (Second Issue), City Bonds (Third Issue), including the holding of public hearings on the same, and the approval of the security agreements described in Article VI herein. Specifically, the closing of the transactions contemplated by this Agreement and all the obligations of City, TechWorks and Developer, as applicable, under this Agreement are subject to fulfillment, on or before the First Issue Closing Date, Second Issue Closing Date, and Third Issue Closing Date, respectively, of each of the following conditions precedent: (i) The representations and warranties made by TechWorks in Section 2.2 and by the Developer in Section 2,3 shall be true and correct as of the First Issue Closing Date with the same force and effect as if made at such date. The representations and warranties made by Developer in Section 2.3 shall be true and correct as of the Second Issue Closing Date and Third Issue Closing Date with the same force and effect as if made at such time. (ii) The City shall have approved all applicable zoning, subdivision, or platting of the Techworks Property necessary for immediate development and construction of the Tech I Building Improvements, and shall have amended the Urban Renewal Plan to include the project activities described in this Agreement, by the First Issue Closing Date, The City shall have approved all applicable zoning, subdivision, or platting of the FDP Property necessary for immediate development and construction of the FDP Improvements by the Second Issue Closing Date and Third Issue Closing Date. (iii) Developer and TechWorks shall be in material compliance with all 22 Page 261 of 378 Page 28 of 66 the terms and provisions of this Agreement as of the First Issue Closing Date. The Developer shall be in material compliance with all the terms and provisions of this Agreement as of the Second Issue Closing Date and Third Issue Closing Date. (iv) The City shall have completed the sale of all or a portion of the authorized City Bonds (First Issue), City Bonds (Second Issue) and City Bonds (Third Issue), as applicable, on such terms and conditions as it shall deem necessary or desirable in its sole discretion. (v) The City Council shall have approved the Construction Plans for the TechWorks Campus Site Improvements by the First Issue Closing Date. The City Council shall have approved the Construction Plans for the FDP Improvements by the Second Issue Closing Date and Third Issue Closing Date. (vi) The Developer shall have furnished the City with evidence, in a form satisfactory to the City, that Developer has firm contractual commitments, including guaranteed maximum prices for all components thereof, for construction of the TechWorks Campus Site Improvements and the FDP Improvements in conformance with the Construction Plans by the First Issue Closing Date, the Second Issue Closing Date and Third Issue Closing Date. (vii) The Developer shall have provided the City with evidence, in a form satisfactory to the City in its sole discretion, that Developer has firm contractual commitments from Lenders and investors for funds that are sufficient, without further reinvestment or the deposit of additional proceeds, to complete the construction of the TechWorks Campus Site Improvements and the FDP Improvements in accordance with the Construction Plans, including reasonable contingencies for change orders and other customary matters, as of the Second Issue Closing Date and the Third Issue Closing Date. (viii) Execution and recording of the Developer Assessment Agreement between the City and the Developer pursuant to Section 8.3 of this Agreement shall have occurred by the Second Issue Closing Date and be in effect as of the Third Issue Closing Date. (ix) The City Council shall have approved the form of Mortgage, promissory note, guaranty and other security documents to be delivered to the City under Article VI hereof by the Second Issue Closing Date and all such security documents shall be in effect as of the Third Issue Closing Date. (x) Execution by the Developer and delivery to the City of the Mortgage, promissory note, guaranty and other security documents required under 23 Page 262 of 378 Page 29 of 66 Article VI of this Agreement by the Second Issue Closing Date, and all such security documents shall be in effect as of the Third Issue Closing Date. (xi) Execution by TechWorks, Developer, City and all other parties of the Escrow Agreement required under Section 6.1 of this Agreement on or before the First Issue Closing Date. Execution by the Developer, City and all other parties of the Construction Escrow Agreement required under Section 6.2 of this Agreement shall be required on or before the Second Issue Closing Date and shall be in effect as of the Third Issue Closing Date. (xii) Receipt by the City of legal opinions rendered on behalf of the Developer related to the authority and enforceability of this Agreement and any and all other agreements entered into between the City and the Developer, in the form reasonably requested by the City on or before the Second Issue Closing Date and Third Issue Closing Date. (xiii) There has not been, as of the Second Issue Closing Date and the Third Issue Closing Date, a substantial change for the worse in the financial resources and ability of the Developer, or a substantial decrease in the financing commitments secured by the Developer for construction of the FDP Improvements, which change(s) makes it likely, in the reasonable judgment of the City, that the Developer will be unable to fulfill its covenants and obligations under this Agreement. ARTICLE VIII. COVENANTS Section 8.1. Covenants of TechWorks. TechWorks agrees with the City as follows: (a) TechWorks will maintain, preserve and keep its properties (whether owned in fee or a leasehold interest), including but not limited to the Tech I Building, in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements, renewals and additions. (b) In carrying out the construction and operation of the Tech I Building Improvements, TechWorks shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, religion, marital status, familial status, or physical disability. TechWorks shall ensure that applicants for employment are considered, and that employees are treated during employment, without regard to their race, creed, color, sex, national origin, age, religion, marital status, familial status, or physical disability. 24 Page 263 of 378 Page 30 of 66 (c) TechWorks shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Tech I Building Property that are properly determined to be taxable under Iowa law. TechWorks agrees that (i) it will not seek administrative review or judicial review of the constitutionality of any Iowa tax statute relating to the taxation of property contained on the Tech I Building Property determined by any tax official to be applicable to the appropriate portion(s) of the Tech 1 Building Property that pertain(s) to non-exempt uses, or TechWorks or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings and (ii) it will not seek any tax deferral or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other State law, of the taxation of real property contained on the Tech I Building Property, except on such terms as shall be acceptable to City in connection with any phase or segment of the Tech I Building Improvements for the benefit of a tenant or occupant other than Tech Works. As of the date of this Agreement, TechWorks is a 501(c)(3) exempt organization, and the Tech I Building Property is exempt from taxation under Iowa law. (d) TechWorks will comply with all applicable land development Iaws and City ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of TechWorks. (e) TechWorks agrees during construction of the Tech I Building Improvements and thereafter until the Termination Date to maintain builder's risk, property damage, and liability insurance coverages with respect to the Tech I Building in such amounts as are customarily carried by like organizations engaged in activities of comparable size and liability exposure with insurance companies reasonably satisfactory to the City, together with such additional coverages as the City may reasonably request, and shall provide evidence of such coverages to the City upon request. (f) On or before the First Issue Closing Date, and no less than quarterly thereafter, TechWorks shall report to the City the status of its efforts to secure firm commitments for construction and permanent financing for the Tech I Building Improvements in an amount sufficient, together with all funding commitments, to complete the Tech I Building Improvements in conformance with the applicable Construction Plans. When such commitments have been secured to the reasonable satisfaction of TechWorks and the City, TechWorks shall undertake construction of the Tech I Building Improvements as provided in Article VI. Before undertaking such Improvements or any phase of Improvements for a limited portion of the Tech I Building, TechWorks shall execute one or more Assessment Agreements in the form and content 25 Page 264 of 378 Page 31 of 66 acceptable to City to fix the Assessor's Minimum Actual Value for the Tech I Building Improvements and the Tech I Building Property, or any portion of such Improvements or Property if developed in phases. Section 8.2. Covenants of Developer. The Developer agrees with the City as follows: (a) The Developer will maintain, preserve and keep the FDP Property (whether owned in fee or a leasehold interest), including but not limited to the FDP Improvements, in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements, renewals and additions. (b) In carrying out the construction and operation of the FDP Improvements, the Developer shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, religion, marital status, familial status, or physical disability. The Developer shall ensure that applicants for employment are considered, and that employees are treated during employment, without regard to their race, creed, color, sex, national origin, age, religion, marital status, familial status, or physical disability. (c) The Developer shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the FDP Property. The Developer agrees that (i) it will not seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute relating to the taxation of property contained on the FDP Property determined by any tax official to be applicable to the FDP Property, or the Developer, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings and (ii) it will not seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other State law, of the taxation of real property contained on the FDP Property. (d) The Developer will comply with all applicable land development laws and City and County ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of the Developer. (e) The Developer agrees during construction of the FDP Improvements and thereafter until the Termination Date to maintain builder's risk, property damage, and liability insurance coverages with respect to the FDP Improvements in such amounts as are customarily carried by like organizations engaged in activities of comparable size and liability exposure with insurance companies reasonably satisfactory to the City, together 26 Page 265 of 378 Page 32 of 66 with such additional coverages as the City may reasonably request, and shall provide evidence of such coverages to the City upon request. (f) To assist the City in monitoring the performance of the Developer hereunder, a duly authorized officer of the Developer shall determine and certify to the City, on an annual basis, the number of Full Time Employees employed at the FDP Improvements as of the date of the certification and as the first day of each of the preceding eleven (11) months. The first such certification shall be provided within 10 days of November 1, 2017, with subsequent certifications being provided within 10 days of November 1 of each year until November 1, 2037 or such earlier date in which no City Bonds (Second Issue) are outstanding. Developer shall collect the information required from tenants of the FDP Improvements to verify the employment information provided by Developer in the annual certifications; provided, however, that employee names and other personal information need not be provided. (g) All businesses (or operators of businesses) located in the TechWorks Campus that generate sales and/or hotel/motel taxes shall provide quarterly sales and tax collection information to the City and TechWorks. Section 8.3. Execution of Assessment Agreements. (a) The Developer and TechWorks (and the holders of any applicable First Mortgages, including the Lender) each shall agree to, and with the City shall execute, an Assessment Agreement pursuant to the provisions of Section 403.6(19) of the Code of Iowa specifying the Assessor's Minimum Actual Value of the FDP Property and the Tech I Building Property, respectively, and the improvements located thereon for calculation of real property taxes. (b) The Developer (and the holders of any First Mortgage or lienholders, including the Lender) shall agree to a minimum actual value for the FDP Improvements and the FDP Property which will result in an assessment as of January 1, 2017 of not less than Seventeen Million Dollars ($17,000,000) for the completed improvements (such minimum actual value at the time applicable is herein referred to as the "Assessor's Minimum Actual Value"). (c) TechWorks shall enter into an Assessment Agreement prior to commencing any construction of the Tech I Building Improvements, or any separate phase of Improvements for a limited portion of the Tech I Building, fixing the Assessor's Minimum Actual Value for the completed improvements as of January 1 of the year following substantial completion of the Tech 1 Building Improvements, or such phase of Improvements as are the subject of the Assessment Agreement. (d) Nothing in the Assessment Agreements shall limit the discretion of the Assessor to assign an actual value to the property in excess of the applicable Assessor's 27 Page 266 of 378 Page 33 of 66 Minimum Actual Value nor prohibit the Developer or TechWorks, as applicable, from seeking through the exercise of legal or administrative remedies a reduction in such actual value for property tax purposes; provided, however, that the Developer or TechWorks, as applicable, shall not seek a reduction of such actual value below the applicable Assessor's Minimum Actual Value in any year so long as the Assessment Agreement shall remain in effect. The Assessment Agreements shall remain in effect until the Termination Date set forth in Section 12.12 hereof. The Assessment Agreements shall be certified by the County Assessor as provided in Iowa Code Section 403.6(19) and shall be filed for record in the office of the County Recorder of the County, and such filing shall constitute notice to any subsequent encumbrancer or purchaser of the applicable property (or part thereof), whether voluntary or involuntary, and such Assessment Agreement shall be binding and enforceable in its entirety against any such subsequent purchaser or encumbrancer, including the holder of any First Mortgage or lienholder. (e) In the event that the City determines that (i) 100% of the Tax Increment collected by the City in any fiscal year in respect of the FDP Property and the FDP Improvements, plus (ii) 50% of the Tax Increment collected in that year in respect of the Additional TIF Properties (but only if such Tax Increment is not otherwise obligated to be used for payment or reimbursement of any incentives paid or costs incurred by the City with respect to the development of such Additional TIF Properties), is or will be less than the amount required during that fiscal year to fully pay all debt service on the City Bonds (Second Issue), Developer shall make a supplementary payment to the City, promptly upon the City's written demand for the same, equal to the shortfall amount, as described in Section 3 of the Assessment Agreement. ARTICLE IX. INDEMNIFICATION Section 9.1. Release and Indemnification Covenants. (a) The Developer and TechWorks each releases the City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Article, the "indemnified parties") from, covenant and agree that the indemnified parties shall not be liable for, and agree to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the FDP Improvements or the Tech I Building Improvements, as applicable. (b) Except for any willful misrepresentation, any willful or wanton misconduct, or any unlawful act of the indemnified parties, the Developer and TechWorks each agree to protect and defend the indemnified parties, now or forever, and further agree to hold 28 Page 267 of 378 Page 34 of 66 the indemnified parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from (i) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by the Developer or TechWorks against the City to enforce its rights under this Agreement), or (ii) the acquisition and condition of the FDP Property or the Tech I Building Property, as applicable, and the construction, installation, ownership, and operation of the FDP Improvements and Tech I Building Improvements or (iii) any hazardous substance or environmental contamination located in or on the FDP Property or the Tech I Building Property, as applicable, but only to the extent such liability has not been previously transferred to and accepted by the City in writing. (c) The indemnified parties shall not be liable for any damage or injury to the persons or property of the Developer and TechWorks or their officers, agents, servants or employees or any other person who may be about the FDP Improvements or the Tech I Building Improvements, respectively, due to any act of negligence of any person, other than any act of negligence on the part of any such indemnified party or its officers, agents, servants or employees. (d) The enforcement of the indemnification provisions under this Article IX, and elsewhere in this Agreement, shall only be enforced individually against the Developer or TechWorks depending on the party responsible for the occurrence resulting in the need for such indemnification. The City agrees that if such occurrence resulted on or as a result of the FDP Property and FDP Improvements, such indemnification may be sought only from the Developer. The City agrees that if such occurrence resulted on or as a result of the Tech 1 Building Property or the Tech I Building Improvements, such indemnification may be sought only from TechWorks. It shall be the City's responsibility to show cause consistent with this Section 9.1(d) to request such indemnification from either the Developer or Techworks. (e) The provisions of this Article shall survive the termination of this Agreement. ARTICLE X. ASSIGNMENT OR TRANSFER Section 10.1. Status of Developer; Transfer of Substantially All Assets. As security for the obligations of the Developer under this Agreement, to the extent expressly permitted by the Lender, the Developer represents and agrees that prior to the Termination Date, the Developer will not sell or otherwise transfer ownership of the FDP Property or the FDP Improvements or wind up or dispose of all or substantially all of its assets or assign its interest in this Agreement to any other party; provided that the Developer may sell or otherwise transfer ownership of the FDP Improvements to the 29 Page 268 of 378 Page 35 of 66 Lender or DB&T, a partnership, corporation or limited liability company organized under the laws of one of the United States, or an individual, or dispose of all or substantially all of its assets as an entirety or assign its interest in this Agreement to any other party, including the Lender or DB&T, and thereafter wind up and be discharged from liability hereunder, so long as any net proceeds of the sale or other transfer are first used to pay off Lender and then all of the City Bonds (First Issue), City Bonds (Second Issue) and City Bonds (Third Issue), prior to any payment of proceeds to the Developer, if (i) to the Lender, or assignee thereof; (ii) the transferee partnership, corporation, limited liability company or individual assumes in writing all of the obligations of the Developer or its Affiliate under this Agreement and the Assessment Agreement; and (iii) the City receives such new security from the successor developer to assure the completion of construction and the continued operation of the FDP Improvements during the term of this Agreement as the City deems necessary or desirable and, if determined by the City to be necessary or appropriate, in its sole discretion, the existing guarantees and security provided pursuant to this Agreement will remain in effect and will be enforceable against the existing Developer upon a default by the successor developer with respect to completion or operation of the FDP Improvements. Notwithstanding the provisions of clauses (ii) or (iii) to the contrary, if the Lender is the successor developer, the Lender shall not be required to provide any additional security to the City. Notwithstanding this Section 10.1 to the contrary, the City affirmatively acknowledges that leasing the FDP Property and FDP Improvements by the Developer according to commercially reasonable terms shall not be considered an assignment or transfer of substantially all assets as such term is used in this Section 10.1, it being intended that a hotel, restaurant and training center will be operated by tenants on the FDP Property. Section 10.2. Status of TechWorks; Transfer of Substantially All Assets. As security for the obligations of TechWorks under this Agreement, TechWorks represents and agrees that prior to the Termination Date, TechWorks will not transfer the Tech I Building or wind up or dispose of all or substantially all of its assets or assign its interest in this Agreement to any other party; provided that TechWorks may sell or otherwise transfer the Tech I Building to a partnership, corporation or limited liability company organized under the laws of one of the United States, or an individual, or assign its interest in this Agreement to any other party and thereafter wind up and be discharged from liability hereunder if (i) the transferee partnership, corporation, limited liability company or individual assumes in writing all of the obligations of TechWorks under this Agreement and the Assessment Agreement; and (ii) the City receive such new security from the successor developer to assure the completion of construction and the continued operation of the Tech I Building Improvements during the term of this Agreement as the City deem reasonably necessary or desirable. ARTICLE XL DEFAULT AND REMEDIES 30 Page 269 of 378 Page 36 of 66 Section 11.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events continuing beyond any applicable cure periods: (a) Failure by the Developer or TechWorks to cause the construction of the TechWorks Campus Site Improvements, FDP Improvements or Tech I Building Improvements, respectively, to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; (b) Transfer by the Developer or TechWorks of any interest (either directly or indirectly) in the FDP Improvements or the Tech I Building, respectively, or in this Agreement or any other assignment in violation of the provisions of Article X of this Agreement, which does not include the assignment of Developer's or its managing member's interest to DB&T or Lender; (c) Failure by the Developer or TechWorks to timely pay (before delinquency) all ad valorem property taxes levied on the FDP Property or Tech I Building, respectively; (d) Failure by the City, Developer or TechWorks to substantially observe or perform any covenant, condition, obligation or agreement on their part to be observed or performed under this Agreement or the Assessment Agreement; (e) The Developer: (A) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or (B) makes an assignment for the benefit of its creditors; or (C) admits in writing its inability to pay its debts generally as they become due; or (D) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Developer as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of the Developer or part thereof, shall be appointed in any proceedings 31 Page 270 of 378 Page 37 of 66 brought against the Developer and shall not be discharged within ninety (90) days after such appointment, or if the Developer shall consent to or acquiesce in such appointment; or (E) defaults under the Mortgage or any of the security documents described in Sections 6.3 or 6.4 hereof. (f) Any representation or warranty made by the Developer or TechWorks in this Agreement, or made by the Developer in any written statement or certificate furnished by the Developer pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading in any material respect on or as of the date of the issuance or making thereof. (g) The City acknowledges and affirms that the Events of Default listed in this Article 11, and elsewhere in this Agreement, shall only be applied against the defaulting party. An Event of Default by TechWorks will not result in an Event of Default by the Developer under this Agreement, and any remedies sought by the City due to such Event of Default by TechWorks shall solely be sought from TechWorks and not the Developer. An Event of Default by the Developer will not result in an Event of Default by TechWorks under this Agreement, and any remedies sought by the City due to such Event of Default by the Developer shall solely be sought from the Developer and not TechWorks. Section 11.2. Remedies on Default. Whenever any Event of Default referred to in Section 11.1 of this Agreement occurs and is continuing, the City, as specified below, may take any one or more of the following actions against the defaulting party, and only the defaulting party, after giving of thirty (30) days' written notice by the City to the defaulting party of the Event of Default (and to the Lender, if the Developer is the defaulting party), but only if the Event of Default has not been cured within said thirty (30) days, or if the Event of Default cannot reasonably be cured within thirty (30) days and the defaulting party does not provide assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible: (a) The City may suspend its performance under this Agreement until it receives assurances from the defaulting party, deemed adequate by the City, that the defaulting party will cure its default and continue its performance under this Agreement; (b) If the Event of Default is attributable to the Developer, the City shall be entitled to recover, and Developer shall pay to the City, an amount equal to the amount remaining to be paid on the principal and interest on the outstanding City Bonds (Second Issue), and the City may take any action, including any legal 32 Page 271 of 378 Page 38 of 66 action, it considers necessary or desirable to recover such amount from Developer; or (c) The City may take any other action, including legal, equitable or administrative action, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the defaulting party, as the case may be, under this Agreement, the Mortgage or any of the other security documents described in Sections 6.3 or 6.4 hereof; provided, however, the City shall not be permitted to exercise any remedy that would adversely impact the Historic Tax Credit Transaction or which would be in violation of the Intercreditor Agreement referred to in Section 6,4(b). The Lender or DB&T shall have the right, but not the obligation, to cure any default by the Developer during the period described above. In the event the Lender or DB&T elects to cure a default by the Developer, the Lender or DB&T shall provide written notice to the City of its intent to so cure following which the City shall not take any remedies afforded to it pursuant to this Agreement or otherwise until the giving of sixty (60) days' written notice by the City to the Lender or DB&T of the continuing nature of the Event of Default, or if the Event of Default cannot reasonably be cured within sixty (60) days and the Lender or DB&T does not provide assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Furthermore, in the event the Lender or DB&T elects to cure an Event of Default the City shall continue to make the proceeds from the City Bonds (First Issue), City Bonds (Second Issue) and City Bonds (Third Issue) available to the Lender or DB&T to be used in a manner consistent with this Agreement, and shall cause any Escrow Agent holding such proceeds to disburse the same to the Lender or DB&T for such purposes. Section 11.3. Remedies on Default by City. Whenever any Event of Default referred to in Section 11.1(d) of this Agreement occurs and is continuing by the City, the Developer or TechWorks may take or cause to be taken, such action against the City to require it to specifically perform its obligations set forth herein. Section 11.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to any party herein is intended to be exclusive of any other available remedy or remedies, but each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 33 Page 272 of 378 Page 39 of 66 Section 11.5. No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 11.6. Agreement to Pay Attorneys' Fees and Expenses. Whenever any Event of Default occurs and the City shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it shall, on demand therefor, pay to the City the reasonable fees of such attorneys and such other expenses as may be reasonably and appropriately incurred by the City in connection therewith. In the event any suit, action or proceeding is brought by any party to establish, obtain or enforce any rights under this Agreement or for the breach of any warranty, representation, covenant, term or condition hereof, the prevailing party in such suit, action or proceeding, including an appeal to an appellate court arising therefrom, shall be entitled to recover reasonable attorneys' fees in addition to costs. For purposes of this paragraph prevailing party shall mean the party in whose favor any final, non -appealable judgment is entered. ARTICLE XII. MISCELLANEOUS Section 12.1. Notices. Any notice, demand, or other communication under this Agreement by either party to the other shall be effective upon receipt or refusal of receipt to the following addresses: (a) in the case of Developer, is addressed or delivered personally to Developer at: FDP WTC, L.L.C. 201 North Harrison Street, Suite 402 Davenport, Iowa 52801 Attention: Rodney A. Blackwell (b) in the case of TechWorks, is addressed or delivered personally to TechWorks at: Cedar Valley Tech Works, Inc. 10 West 4th Street, Suite 300 Waterloo, Iowa 50701 Attention: President 34 Page 273 of 378 Page 40 of 66 (c) in the case of the City, is addressed to or delivered personally to the City at: City of Waterloo, Iowa 715 Mulberry Street Waterloo, Iowa 50703 Attn: City Clerk Any party may change the address for notices to be delivered to it, and copies thereof to any address other than a post office box by serving not less than ten (10) days prior written notice to the other party in accordance with the provisions contained in this paragraph. Section 12.2. Governing Law. The parties intend that this Agreement and the relationship of the parties shall be governed by the laws of the State of Iowa applicable to contracts wholly to be performed therein. The parties agree that any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be brought solely in the state or federal courts located in Black Hawk County, Iowa. The parties irrevocably waive objection to the venue of the above - mentioned courts, including any claim that such action, suit or proceeding has been brought in an inconvenient forum. Section 12.3. Entire Agreement. This Agreement and exhibits attached constitute the entire agreement of the parties and supersedes the Prior Agreement and all prior offers, agreements, arrangements and contracts, whether oral or written, concerning the subject matter hereof. Section 12.4. Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, then the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby and the parties shall thereupon amend this Agreement to legally and most closely embody the spirit and intent of the invalid provisions. Section 12.5. Performance by City. (a) Developer and TechWorks each acknowledge and agree that all of the obligations of the City under this Agreement shall be subject to, and performed by the City in accordance with, all applicable statutory, common law or constitutional provisions and procedures consistent with the City's lawful authority. 35 Page 274 of 378 Page 41 of 66 (b) All covenants, stipulations, promises, agreements and obligations of the City contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. Section 12.6. No Third Party Beneficiaries Generally. No rights or privileges of any party hereto shall inure to the benefit of any landowner, contractor, subcontractor, material supplier, or any other person or entity and no such contractor, landowner, subcontractor, material supplier, or any other person or entity shall be deemed to be a third -party beneficiary of any of the provisions contained in this Agreement. Notwithstanding any provisions to the contrary, it is intended that Lender will review the Agreement and rely on it in making its lending decision and the parties acknowledge and agree that Lender may so rely. Section 12.7. Interpretation. Section headings are for convenience of reference only and are in no way intended to interpret, define or limit the scope or content of this Agreement or any provision hereof and shall be given no legal effect in the interpretation of this Agreement. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that the parties hereto and their respective attorneys have contributed substantially and materially to the preparation of each and every provision of this Agreement. Section 12.8. Amendment., Waiver. This Agreement may not be amended, waived or modified in any respect unless the same shall be in writing and signed by all parties. No waiver by a party of any default by another party shall constitute a waiver of any other breach or default by another party, whether of the same or any other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give another party any contractual right by custom, estoppel, or otherwise. Section 12.9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the City, Developer and TechWorks and their affiliates, and their respective successors and assigns, including any and all covenants and conditions contained in this Agreement. Section 12.10. Assignment of Benefits. The Developer may, to the extent not otherwise prohibited by law, assign the payments and benefits under this Agreement to the Lender, DB&T or an investor or other lender previously approved by the City, said approval not to be unreasonably withheld; provided, however, that the City hereby approves the collateral assignment of this Agreement by the Developer to the Lender. It is anticipated by the parties that Developer will assign its rights to payments and benefits 36 Page 275 of 378 Page 42 of 66 hereunder to the lender financing the development of the FDP Improvements. Notwithstanding the foregoing, the Developer may transfer the payments and benefits under this Agreement, under the constraints of the Urban Renewal Act, to any Affiliate of the Developer, so long as such transfer or payment is not done to avoid Developer's responsibilities hereunder. Section 12.11. Agreement. The parties may agree to file of record a Memorandum of Development Agreement in a form and content to be mutually agreed upon by the parties. If no such memorandum can be mutually agreed upon, then this Agreement may be recorded in its entirety. The Assessment Agreements shall be filed of record as required by law. Section 12.12. Termination Date. This Agreement will terminate on a date which is the earlier to occur of the December 31, 2037 or the date that is one year after all of the City Bonds (First Issue), the City Bonds (Second Issue) and the City Bonds (Third Issue) are paid in full. Section 12.13. Intercreditor Agreement. Notwithstanding anything contained herein to the contrary, the liens and security interests granted to the City under this Agreement and the exercise of certain rights or remedies by City hereunder are subject to the provisions of the Intercreditor Agreement referred to in Section 6.4(b) hereof. 37 Page 276 of 378 Page 43 of 66 IN WITNESS WHEREOF, the parties have set their hands and seals the day and year above first written. CITY OF WATERLOO, IOWA Mayor ATTEST: City C1 rk STATE OF IOWA ) SS COUNTY OF BLACK HAWK ) On this t 3 day of any , 2016, before me a Notary Public in and for said State, personally appeared Q entin M. Hart and Suzy Schares, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a Municipality created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipality, and that said instrument was signed and sealed on behalf of said Municipality by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipality by it voluntarily executed. NANCY H1GBY COMMISSION NO./88229 MY COMMISSION EXPIRES -?-e•_. 38 Notary Public in Page 277 of 378 Page 44 of 66 By: STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) CEDAR VALLEY TECH WORKS, INC. Steven J. Dust, President On this day of -' , 2016, before me the undersigned, a Notary Public in and for said State, personally appeared Steven J. Dust, to me personally' known, who, being by me duly sworn, did say that he is the President of Cedar Valley Tech Works, Inc., and that said instrument was signed on behalf of said corporation; and that the said Steven J. Dust, as such officer, acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it voluntarily executed. NANCY HIGBY COMMISSION NO.786229 Wyly CAM ISLSKA (_ ES Notary Public in a for the St e of Iowa 39 Page 278 of 378 Page 45 of 66 FDP WTC, L.L.C. By: FDP WTC MM, L.L.C., Its Managing Member STATE OF IOWA ) SS COUNTY OF By: Rodney A. Blackwell, Managing Member This instrument was acknowledged before me on — ` , 20 / by Rodney A. Blackwell, the Managing Member of FDP WTC MM, L.L.C, an Iowa limited liability company, the Managing Member of FDP WTC, L.L.C., an Iowa limited liability company, who acknowledged the execution of said instrument to be the voluntary act and deed of said limited liability company, by it voluntarily executed. `s1. MICFIAEL A. KOURY • Commission Number 721028 owa ° My Commission pires Notary Publiand for the State of Iowa 40 Page 279 of 378 Page 46 of 66 EXHIBIT A-1 LEGAL DESCRIPTION OF FDP PROPERTY [See next page] 41 Page 280 of 378 Page 47 of 66 That portion of Lot One (1) of Techworks Addition, Waterloo, Iowa, Black Hawk County, Iowa, described as follows: Commencing at the Southeast corner of said Lot 1; thence South 62°15'57" West on the South line of said Lot 1, a distance of 215.87 feet to the paint of beginning; (the following four courses are on said South line); thence continuing South 62°15'57" West 152.67 feet; thence South 67°29'55" West, 76.84 feet; thence South 63°34'08" West, 20.45 feet to the beginning of an 833.33 foot radius curve concave Northerly and having a long chord of 149.99 feet bearing South 68°43'54" West; thence Westerly on the arc of said curve, 150.20 feet; thence North 15° 15'33" West, 165.58 feet; thence North 20°28'28" West, 29.17 feet; thence South 68°55'29" West, 44.61 feet; thence North 20°17'51" West, 309.37 feet; thence North 69°00'00" East, 588.00 feet; thence South 21 °00'00" East, 65.70 feet to the beginning of a 142.82 foot radius chord concave Southerly and having a long chord of 91.58 feet bearing South 87°35'27" East; thence Easterly on the arc of said curve 93.23 feet to an East line of said Lot 1 and the beginning of a 261.64 foot radius curve concave Easterly and having a long chord of 131.55 feet bearing South 4'27'38" West; thence Southerly on the arc of said curve and on an East line of said Lot 1, a distance of 132.98 feet; thence South 59°48'31" West on an East line of said Lot 1, a distance of 20.27 feet; thence South 30°11'29" East on an East line of said Lot 1, a distance of 65.85 feet; thence South 59°33'58" West, 75.11 feet; thence South 49°46'02" West, 108.25 feet; thence South 18°14'11" East, 143,74 feet to the paint of beginning. Also described as Auditor's Parcel "F" according to Plat of Survey filed March 15, 2013 as Doc. No. 2013-19092 and amended June 25, 2015 as Doc. No. 2015-21270. (15110619. PF a/ 15110619/37) Page 281 of 378 Page 48 of 66 EXHIBIT A-2 LEGAL DESCRIPTION OF TECH I BUILDING PROPERTY Lot One (1), Techworks Addition, Waterloo, Black Hawk County, Iowa, EXCEPT Lot One (1), John Deere Museum Addition, Document No. 2013-09487 in the Black Hawk County Recorder's Office, AND EXCEPT Parcel "F", in the Southwest Quarter of Section Twenty-three (23), Township Eighty-nine North (T89N), Range Thirteen West (R13 W), and in the Northwest Quarter of Section Twenty-six (26), Township Eighty-nine North (T89N), Range Thirteen West (R13 W), Document No. 2013-19092 in said Recorder's Office. 42 Page 282 of 378 Page 49 of 66 EXHIBIT B-1 FDP IMPROVEMENTS The FDP Improvements consist generally of the rehabilitation and renovation of the existing "Tech 2 Building" located on the TechWorks Campus to create "The Green @ TechWorks Campus", a mixed -use facility including: • An upscale travel hotel, currently anticipated to be a Courtyard by Marriott, or equivalent, of approximately 180 guest rooms operated by Hospitality Specialists, Inc. or an equivalent operator, having design qualities, features and amenities equal to or better than those displayed/listed in the Marriott Courtyard proto-model materials, or comparable to a business -class hotel facility. If the hotel will not be a Courtyard by Marriott operated by HSI, the City and TechWorks have the right to review and approve a change of hotel flag or operator; • A dine in restaurant, banquet space, catering services and an additional small, on -site hotel breakfast and room -service restaurant. The design of these facilities will be consistent with the Invision drawing of the first floor of Tech 2 submitted to IDEA in the IRD application, meet or exceed standards required by the hotel flag and also are anticipated to meet Deere's on -site and off -site catering needs. The banquet facility is anticipated to be approximately 5,000 SF. The restaurant will be approximately 5,300 SF and will include opportunities for outside seating. If the dine -in restaurant is franchised or operated by any party other than the Developer, City and TechWorks have the right to approve the theme, franchise and operator.; and • Developer acknowledges that it has executed a lease for a term of seven (7) years with two (2) five (5) year extension options with Deere & Company for a 15,000 square foot training center in the Tech 2 Building; 43 Page 283 of 378 Page 50 of 66 EXHIBIT B-2 TECH I BUILDING IMPROVEMENTS The Tech I Building Improvements consist generally of the redevelopment and rehabilitation of the approximately 156,000 square foot building located on the Tech I Building Property into the offices and laboratories for the Center for Technology Advancement, and for future use and occupancy by new businesses focused on bio- products and renewable energy, including an industrial incubator operation on the second floor, and private manufacturing for the balance of the renovated space. 44 Page 284 of 378 Page 51 of 66 EXHIBIT B-3 TECHWORKS CAMPUS SITE IMPROVEMENTS Scope Narrative General scope of work: Site improvements will be completed at the north, west, and south sides of the existing John Deere Museum. In general, work will include: • North parcel — demolition of existing site improvements, new concrete parking lot, new concrete entrance plaza and sidewalks, landscaping/lawn areas, and new parking lot/pedestrian lighting. • West parcel -- demolition of existing site improvements, new concrete driveway and lawn areas. • South parcel — demolition of existing site improvements, new concrete parking lot, new concrete/brick paver upper entrance plaza, concrete retaining walls, landscaping/lawn areas, and new parking lot/pedestrian lighting. Scope Inclusions: • Demolition o Existing trees, concrete sidewalks, concrete paving, and concrete landscaping walls will be removed as shown on the design documents. Areas shown to remain will be protected to minimize damage during construction, Concrete removed will be crushed on site and reused as subbase for paved areas. a The existing concrete floor slab on the north side of the site that is left over from that building demolition will be removed. Should it be necessary to remove any existing concrete foundations, that demolition will be treated as an unforeseen condition and will be covered within the unforeseen a All concrete or other demolition waste material will remain on the site. • Site Utility Construction o New storm water utilities will be installed for water management. o New water main for site fire hydrants. • Earthwork 45 Page 285 of 378 Page 52 of 66 o Grading as required on drawings with a bid alternate for additional work at the south parking area. o Import of soils as required for landscaping areas or as fill material. o Import of rock sub base below parking areas with a bid alternate for additional work at the south parking area. o Geo grid under paving per drawings with a bid alternate for additional work at the south parking area, o Bid alternate to fracture (for drainage) the existing concrete slab -on -grade at the NW parcel and cover with 18" of black dirt. • Site Concrete o Concrete sidewalks as shown on the drawings. o Curb and gutter as shown on the drawings with a bid alternate for additional work at the south parking area. o Landscaping curbs as shown .on the drawings. o Retaining walls as shown on the drawings. o Flag pole bases at Locations shown on the drawings. • Landscaping o Provide and install skyline honey locust and thornless cockspur hawthorn trees at locations shown on the drawings. o Provide and install the following ornamental grasses at locations shown on the drawings: Karl Forrester feather reed grass and switch grass. o Provide and install turf grass seeding at irrigated locations as shown on the drawings. o Provide and install low maintenance grass seeding at non -irrigated areas shown on the drawings. o Provide and install bio swale plantings and turf reinforcing matt as shown on the drawings. o Provide and install planting beds at landscaped areas, including: bed prep, pre - emergent, weed barrier fabric, river rock/hardwood mulch (as indicated on drawings). 46 Page 286 of 378 Page 53 of 66 o Irrigation system & controller at Lawn areas indicated on drawings and drip irrigation system at planter beds. o Clay brick pavers at sidewalk areas as shown on the drawings. o Site Accessories as shown on the drawings, including: benches, trash receptacles, and flag poles. • Site Electrical o Parking lot lighting on 25-foot poles. o Pedestrian walkway lighting. o Flag pole up lighting. o Site signage illuminations. o Cast in place lighting at stairs. o Allowance for parking lot security cameras. • Budget Allowance o Site identification signage - $35,000 • Bid Alternates included as part of base budget o NW Parcel — fracture existing S.O.G. concrete cover with 18" black dirt, seed - $48,000 ■ South parking — grading, P.C.C. paving , striping - $53,000 • General Requirements o Site supervision o Jobsite office o Project Management o General Liability Insurance o Construction contingency-- 3 % o Owner unforeseen conditions contingency (existing foundations, existing utility tunnels, unsuitable or contaminated soils) — 9.5% 47 Page 287 of 378 Page 54 of 66 o Items not included — winter conditions for concrete and performance/payment bond • Scope removed from budget that may be added when budget for unforeseen conditions can be re -allocated: o Limestone ■ 2' x cap at retaining wall and type 3 landscape curb 48 Page 288 of 378 Page 55 of 66 Prepared by: Return to: EXHIBIT C MINIMUM ASSESSMENT AGREEMENT THIS MINIMUM ASSESSMENT AGREEMENT, is dated as of f 141() , 2016, by and between the City of Waterloo, Iowa, a municipal corporation (the "City"), and FDP WTC, L.L.C., an Iowa limited liability company (the "Developer"). WITNESSETH: WHEREAS, the City and Developer are parties to a Third Amended and Restated Development Agreement dated as of 1+111 , 2016 ("Development Agreement"), regarding certain real property located in the City, the legal description of which is contained in Attachment I attached hereto (the "Development Property"); and WHEREAS, it is contemplated that Developer will undertake the construction of certain building improvements as described in the Development Agreement (the "Minimum Improvements") on the Development Property, as provided in the Development Agreement; and WHEREAS, pursuant to Section 403.6 of the Code of Iowa, as amended, the City and Developer desire to establish a minimum actual value for the Development Property and the Minimum Improvements to be constructed thereon by the Developer pursuant to the Development Agreement; and WHEREAS, the City and the Assessor for the City of Waterloo, Iowa have reviewed the preliminary plans and specifications for the Minimum Improvements which it is contemplated will be erected; and WHEREAS, the City expects to authorize the issuance of General Obligation Bonds and/or Urban Renewal Tax Increment Revenue Bonds, the proceeds of which will be used to fund an economic development grant to the Developer (collectively, the "City Bonds"), the principal of and interest on which City Bonds are expected to be paid in part from the real property taxes paid with respect to the Development Property and the Minimum Improvements located thereon. NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 49 Page 289 of 378 Page 56 of 66 1. Upon substantial completion of construction of the above -referenced Minimum Improvements, but no later than January 1, 2017, the minimum actual taxable value which shall be fixed for assessment purposes for the Development Property and the Minimum Improvements to be constructed thereon shall be not less than Seventeen Million Dollars ($17,000,000) (hereafter referred to as the "Minimum Actual Value"). The Minimum Actual Value shall continue to be effective until termination of this Minimum Assessment Agreement on December 31, 2037 (the "Termination Date"). The Minimum Actual Value shall be maintained during such period regardless of: (a) any failure to complete the Minimum Improvements; (b) destruction of all or any portion of the Minimum Improvements; (c) diminution in value of the Development Property or the Minimum Improvements; or (d) any other circumstance, whether known or unknown and whether now existing or hereafter occurring. 2. The Developer shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Development Property and the Minimum Improvements pursuant to the provisions of this Minimum Assessment Agreement and the Development Agreement. Such tax payments shall be made without regard to any loss, complete or partial, to the Development Property or the Minimum Improvements, any interruption in, or discontinuance of, the use, occupancy, ownership or operation of the Development Property or the Minimum Improvements by Developer or any other matter or thing which for any reason interferes with, prevents or renders burdensome the use or occupancy of the Development Property or the Minimum Improvements. 3. In the event that the manner of valuing properties for real estate tax purposes should change from the method existing at the time of the execution of this Assessment Agreement, or if for any other reason (including a change in property tax laws of the State of Iowa) the amount of the tax increment revenues realized by the City from the properties described in clauses (i) and (ii) of Section 8.3(e) of the Development Agreement in any year is insufficient to pay the scheduled payments of principal and interest on the City Bonds (Second Issue), Developer agrees to pay as taxes, or, if and to the extent necessary, to make other supplementary payments in lieu of taxes to the City in an aggregate amount necessary to pay when due the principal of and interest on the City Bonds (Second Issue), it being the intent of the parties that the annual amount of the foregoing tax increment revenues and such supplementary payments received by the City be no less than the annual requirement for scheduled principal and interest on the City Bonds (Second Issue). In such event, the Developer shall pay any such shortfall amount promptly upon written demand from the City. 4. The Developer agrees that its obligation to make the tax payments required hereby, to pay the other sums provided for herein, and to perform and observe its other 50 Page 290 of 378 Page 57 of 66 agreements contained in this Minimum Assessment Agreement shall be absolute and unconditional obligations of the Developer (not limited to the statutory remedies for unpaid taxes) and that the Developer shall not be entitled to any abatement or diminution thereof, or set off therefrom, nor to any early termination of this Minimum Assessment Agreement for any reason whatsoever. 5. The Developer agrees that prior to the Termination Date it will not: (a) seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute relating to the taxation of property contained as a part of the Development Property or the Minimum Improvements determined by any tax official to be applicable to the Development Property or the Minimum Improvements, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; or (b) seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other State law, of the taxation of real property, including improvements and fixtures thereon, contained in the Development Property or the Minimum Improvements between the date of execution of this Agreement and the Termination Date; or (c) request the Assessor to reduce the Minimum Actual Value; or (d) appeal to the board of review of the City, County, State or to the Director of Revenue of the State to reduce the Minimum Actual Value; or (e) cause a reduction in the actual value or the Minimum Actual Value through any other proceedings. 6. This Minimum Assessment Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. Such filing shall constitute notice to any subsequent encumbrancer or purchaser of the Development Property (or part thereof), whether voluntary or involuntary, and this Minimum Assessment Agreement shall be binding and enforceable in its entirety against any such subsequent purchaser or encumbrancer, including the holder of any mortgage. The City shall pay all costs of recording. 7. Neither the preambles nor provisions of this Minimum Assessment Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 51 Page 291 of 378 Page 58 of 66 8. This Minimum Assessment Agreement shall not be assignable without the consent of the City and shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns, subject to Article X of the Development Agreement. 9. Nothing herein shall be deemed to waive the rights of the Developer under Iowa Code Section 403.6(19) to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall Developer seek to reduce the actual value to an amount below the Minimum Actual Value established herein during the term of this Agreement. This Minimum Assessment Agreement may be amended or modified and any of its terms, covenants, representations, warranties or conditions waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. 10. If any term, condition or provision of this Minimum Assessment Agreement is for any reason held to be illegal, invalid or inoperable, such illegality, invalidity or inoperability shall not affect the remainder hereof, which shall at the time be construed and enforced as if such illegal or invalid or inoperable portion were not contained herein. 11. The Minimum Actual Value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate on the Termination Date. 12. Developer has provided to the City a listing all lienholders of record as of the date of this Assessment Agreement and all such lienholders have signed consents to this Assessment Agreement, which consents are attached hereto and made a part hereof. 52 Page 292 of 378 Page 59 of 66 IN WITNESS WHEREOF, the parties have set their hands and seals the day and year above first written. CITY OF WATERLOO, IOWA Mayor ATTEST: STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) On this �3 day of , 2016, before me a Notary Public in and for said State, personally appeare Quentin M. Hart and Suzy Schares, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a Municipality created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipality, and that said instrument was signed and sealed on behalf of said Municipality by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipality by it voluntarily executed. 53 Notary Public in and {fg the Stye of Iowa Page 293 of 378 Page 60 of 66 STATE OF IOWA COUNTY OF FDP WTC, L.L.C. By: FDP WTC MM, L.L.C., Its Managing Member ) SS Rodney A. Blackwell, Managing Member This instrument was acknowledged before me on 1 / , 20113by Rodney A. Blackwell, the Managing Member of FDP WTC MM, L.L.C, an Iowa 'limited liability company, the Managing Member of FDP WTC, L.L.C., an Iowa limited liability company, who acknowledged the execution of said instrument to be the voluntary act and deed of said limited liability company, by it voluntarily executed. MICHAEL A. KOURY Commission Number 721028 My Commission .'res Notary ' ublic in + for the State of Iowa 54 Page 294 of 378 Page 61 of 66 LIENHOLDER' S CONSENT The undersigned Lienholder hereby consents to this Minimum Assessment Agreement and agrees to be bound hereby. NAME OF LIENHOLDER: Dubuque Bank and Trust Company By: /a Way R. e R. Breckon, Senior Vice President Date STATE OF IOWA SS COUNTY OF DUBUQUE � On this / t day of January, 2016, before me the undersigned, a Notary Public in and for said County, in said State, personally appeared Wayne R. Breckon, to me personally known, who, being by me duly sworn, did say that he is a Senior Vice President of Dubuque Bank and Trust Company, and that said instrument was signed on behalf of said banking corporation; and that the said Wayne R. Breckon acknowledged the execution of said instrument to be the voluntary act and deed of said banking corporation, by him voluntarily executed. -14 Notary Public in and for said County and State oPR''4t r KAREN REYNOLDS Z. Commission Number 73755644 • My Commission Expires "l- ! uat, •.. ti' ].a 6 Page 295 of 378 Page 62 of 66 LIENHOLDER'S CONSENT The undersigned Lienholder hereby consents to the Minimum Assessment Agreement by and between the City of Waterloo, Iowa and FDP WTC, L.L.C. and agrees to be bound hereby. NAME OF LI ►__ DE'' FIRST MIDWEST BANK By: Signature t) 151ZOiC Date STATE OF IOWA ) ) SS COUNTY OF SCOTT ) Acknowledged before me this 15day of Janua y, 2016, by Drew Lawrence as Senior Vice President of First Midwest Bank. CATHERINE E. HULT-COINER ission Number 703591 °~ •My Comm des OW June 12, 2018 Notary Public in and for said County and State Page 296 of 378 Page 63 of 66 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the Minimum Improvements to be constructed and the market value assigned to the land upon which the Minimum Improvements are to be constructed, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property described in the foregoing Minimum Assessment Agreement, certifies that the actual value assigned to that land and improvements upon completion shall not be less than Seventeen Million Dollars ($17,000,000), all until termination of this Minimum Assessment Agreement. Ass, for Blackhawk County, Iowa Date STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) Subscribed and sworn to before me by y Blackhawk County, Iowa. 56 eJ , Assessor for "USG 1 i 76,/ Notary Public in and for the State of Iowa Date /%/3%--d/b DEBORAH L. BOECKMANN MY COMMISSION NO. 196788 MY COMM $S X IFIEs Page 297 of 378 Page 64 of 66 ATTACHMENT 1 TO MINIMUM ASSESSMENT AGREEMENT LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY [See next page] 57 Page 298 of 378 Page 65 of 66 That portion of Lot One (1) of Techworks Addition, Waterloo, Iowa, Black Hawk County, Iowa, described as follows: Commencing at the Southeast corner of said Lot 1; thence South 62°15'57" West on the South line of said Lot 1, a distance of 215.87 feet to the point of beginning; (the following four courses are on said South line); thence continuing South 62°15'57" West 152.67 feet; thence South 67°29'55" West, 76.84 feet; thence South 63°34'08" West, 20.45 feet to the beginning of an 833.33 foot radius curve concave Northerly and having a long chord of 149.99 feet bearing South 68°43'54" West; thence Westerly on the arc of said curve, 150.20 feet; thence North 15°15'33" West, 165.58 feet; thence North 20°28'28" West, 29.17 feet; thence South 68°55'29" West, 44,61 feet; thence North 20°17'51" West, 309.37 feet; thence North 69°00'00" East, 588.00 feet; thence South 21 °00'00" East, 65.70 feet to the beginning of a 142.82 foot radius chord concave Southerly and having a long chord of 91.58 feet bearing South 87°35'27" East; thence Easterly on the arc of said curve 93.23 feet to an East line of said Lot 1 and the beginning of a 261.64 foot radius curve concave Easterly and having a long chord of 131.55 feet bearing South 4°27'38" West; thence Southerly on the arc of said curve and on an East line of said Lot 1, a distance of 132.98 feet; thence South 59°48'31" West on an East line of said Lot 1, a distance of 20.27 feet; thence South 30°11'29" East on an East fine of said Lot 1, a distance of 65.85 feet; thence South 59°33'58" West, 75.11 feet; thence South 49°46'02" West, 108.25 feet; thence South 18°14'11" East, 143.74 feet to the point of beginning. Also described as Auditor's Parcel "F" according to Plat of Survey filed March 15, 2013 as Doc. No. 2013-19092 and amended June 25, 2015 as Doc. No. 2015-21270. (15110619.PFD115110619137) Page 299 of 378 Page 66 of 66 EXHIBIT D DESCRIPTION OF ADDITIONAL TIF PROPERTIES 1. 100 East Fourth Street 58 Page 300 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Noel Anderson, Community Planning and Development Director Planning & Zoning Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving the Real Property Charitable Donation Agreement with FDP WTC, LLC for approximately 2.25 acres within the Techworks Campus, and authorizing Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION Approve SUMMARY STATEMENT AND BACKGROUND INFORMATION The land donation would allow for additional access for the Hardcourt Facility and open up more land for development on the Techworks Campus. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 301 of 378 1. Real Property Charitable Donation Agreement-02012024191330 Page 302 of 378 REAL PROPERTY CHARITABLE DONATION AGREEMENT This Real Property Charitable Donation Agreement (this "Agreement") is made and entered into as of January , 2024 (the "Effective Date"), by and between FDP WTC, LLC, an Iowa limited liability company (the "Company") and the CITY OF WATERLOO, Iowa (the "City") with respect to a charitable donation as described herein (the "Contribution"). The purpose of this Agreement is to set forth the terms and conditions pursuant to which the Company shall provide and the City shall receive the Contribution. Background The City is a political subdivision or governmental unit for the purposes of Section 170(c)(1) of the Internal Revenue Code of 1986, as amended (the "Code"). The Company desires to support the City through its Contribution for use exclusively for public purposes. The parties hereto agree as follows: 1. Contribution a. The Company shall donate to the City the real property consisting of a parcel of land of approximately 2.25 acres (referenced in drawing attached as Exhibit "A") to be identified by survey (the "Development Land"), and valued pursuant to appraisal within 60 days of closing, subject to the terms and conditions of this Agreement (the "Real Property"). b. The survey shall be completed at the City's expense. The abstract of title to the Development Land will be updated at Developer's expense and delivered to City for examination. Developer shall pay the costs of any additional abstracting and title work due to any act or omission of Developer, including transfers by Developer or its assignees. After all valid objections have been satisfied or provided for, Developer shall have no obligation to pay for further abstracting, except any made necessary by its own affairs. 2. Settlement a. Title to the Development Land shall be free and clear of all liens, claims and encumbrances arising by or through Developer, subject to (a) easements, conditions and restrictions of record; (b) current and future real property taxes and assessments subject to the agreements made herein; (c) general utility and right-of-way easements serving the Development Land; and (d) restrictions imposed by City zoning ordinances and other applicable law. The abstract of title shall show marketable title to the Real Property in conformity with this Agreement and with the land title examination standards of the Iowa State and Blackhawk County Bar Associations. The abstract shall become the property of City upon Developer's delivery of the deed. Page 303 of 378 b. The parties shall schedule a closing to occur within 30 days after completion of survey and abstracting work. At closing, the Company shall convey title to the City by warranty deed in a form and manner satisfactory to both parties. c. If the Company determines Settlement can be earlier, the City will accommodate and accept the earlier date. d. Real property taxes on the Real Property will be prorated as of the close in accordance with the provisions of Iowa Code § 427.2, and any unpaid real estate taxes payable in prior years, either paying City, or giving City a credit, for all of such taxes. City shall pay all subsequent real estate taxes. Developer shall pay at time of closing all installments of special assessments which are a lien on the Development Land as of closing or which can be verified to be owing as of the closing date but are not yet certified as a lien. City shall pay all other special assessments or installments. e. All risk of loss for the Real Property will remain with the Company until Settlement. f. At closing the City shall execute and deliver to the Company IRS Form 8283, acknowledging receipt of the Real Property from the Company, and the date of such receipt, and such other documents as reasonably required by the Company. 3. Representations and Warranties a. The Company represents and warrants as follows: i. It has good and marketable title to the Real Property free from all mortgages, security interests or other encumbrances; and ii. It has no current litigation pending involving the property or the Company which could affect title to the Real Property b. The City represents and warrants as follows: i. It is a governmental unit or political subdivision for the purposes of Section 170(c)(1) of the Code, and the Contribution will be tax deductible by the Company; and ii. The City has full authority and power to enter into this Agreement, and when signed, it shall be a valid obligation of, and enforceable against, the City. Page 304 of 378 4. Additional Agreements and Covenants a. The City shall use the Real Property and the Personal Property exclusively for public purposes. b. The City agrees to cooperate with the Company to complete any documentation or additional paperwork necessary or helpful to assist the Company in documenting its gift or to make a filing with any government entity or regulator. In the event the tax deductibility of the Contribution is challenged, the City agrees to provide reasonable assistance to the Company in contesting the unfavorable determination or ruling. c. The City has been able to conduct inspections, tests, and studies with respect to the physical and environmental condition of the Real Property. The City and its consultants, agents, engineers, inspectors, contractors, and employees have been given reasonable access to the Real Property for the purpose of performing such due diligence. The parties agree that except as set forth herein, the Real Property is conveyed in as -is, where -is condition, and following closing the City is solely responsible for any and all liabilities associated with the Real Property, whether physical, environmental or otherwise, and shall hold the Company harmless and indemnify it from any claims, actions and damages, known or unknown, whether made by governmental or private entities, agencies, individuals, partnerships or others. City agrees that it has not relied upon and will not rely upon, either directly, or indirectly, any representation or warranty of the company not made by this agreement, and assumes the risk of accepting the Real Property. 5. Disclosure of Gift. The Parties acknowledge that certain state or federal laws now or in the future may require the Company to disclose information on donations provided to charitable entities. The Company may report information about the Contribution provided under this Agreement, as required by law. Once reported, such information may be publicly accessible. Notwithstanding any other provision in this Agreement, the City understands and agrees that the Company reserves the right to post on a website accessible to the public, information regarding funding under this Agreement, whether or not required by law, including the identity of the City, the value of the Contribution, and the purposes for such Contribution, and other information as the Company determines is appropriate. 6. Condition. This agreement is subject to the City of Waterloo obtaining consent to the real property transfer from USEPA. 7. No Assignment. Neither party may assign, directly or indirectly, by operation of law, change of control or otherwise, this Agreement or any rights or obligations hereunder, without the prior written consent of the other party. Page 305 of 378 8. No Third Party Beneficiaries. This Agreement inures to the benefit of the City and the Company only, and no third party shall have any rights under it, except as expressly provided herein. 9. Amendment., Entire Agreement. This Agreement may not be amended other than by a writing signed by authorized representatives of both parties. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements, understandings or arrangements. 10. Survival. This Agreement, each of its provisions and all representations, warranties, covenants and agreements in this Agreement will survive the closing and the Settlement and shall not merge in any instrument conveying title to the City. 11 Governing Law. This Agreement is governed by the internal laws of the State of Iowa. 12. Right to Inspect Property. In addition to examining the abstract, as part of its due diligence, the City may require and/or conduct inspections, tests, and studies with respect to the physical and environmental condition of the Real Property. The City and its consultants, agents, engineers, inspectors, contractors, and employees must be given reasonable access to the Real Property for the purpose of performing such due diligence. The City shall not conduct any intrusive or destructive inspections or borings without the Company's prior written consent, which consent shall not be unreasonably withheld. The City's due diligence shall not interfere with the Company's business operations. IN WITNESS WHEREOF, the parties have signed and thereby caused this Agreement to be duly executed effective as of the date written above. FDP WTC, LLC CITY OF WATERLOO, IOWA By: By: Name: Name: Title: Title: Date: Date: Page 306 of 378 Page 307 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving the Cost -Share Grant Contract with the Iowa Department of Agriculture and Land Stewardship, for the Water Quality Initiative Program grant amount of $400,000.00, in conjunction with the FY 2023 Sunnyside Creek Improvements Wet Detention Pond and Channel Stabilization Project, Contract No. 1062, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION Page 308 of 378 ATTACHMENTS 1. 24WQI-003 Contract 2. 24WQI-003 Exhibit A 3. 24WQI-003 Exhibit B Budget Page 309 of 378 WATER QUALITY INITIATIVE Urban Conservation Demonstration Projects CONTRACT NUMBER: Urban24WQI-003 Project Name: Sunnyside Creek Watershed Water Quality Wet Pond Contract Effective Date: March 15, 2024 Project Completion Date: December 31, 2025 Award Amount: $400,000.00 COST -SHARE GRANT CONTRACT ("Contract") BETWEEN IOWA DEPARTMENT OF AGRICULTURE AND LAND STEWARDSHIP (IDALS) Wallace State Office Building 502 East 9th St. Des Moines, Iowa 50319 IDALS Contact Person: Paul Miller Phone: (515) 281-5833 AND City of Waterloo ("GRANTEE") 715 Mulberry Street Waterloo, IA 50703 Grantee Contact Person: Wayne Castle Phone: (319) 291-4312 Grantee ID Number: (federal identification #) : WHEREAS, pursuant to Iowa Code section 466B.42, the Water Quality Initiative Program was established in order to assess and reduce nutrients in the state's watersheds, including subwatersheds and regional watersheds, with the goal of establishing and administering projects to reduce nutrients in surface waters from nonpoint sources in a scientific, reasonable, and cost- effective manner; and, WHEREAS, Grantee has submitted an application to the Iowa Department of Agriculture and Land Stewardship requesting assistance to help finance such a project; and, WHEREAS, IDALS has determined Grantee's proposed project meets the requirements established for participation in the Water Quality Initiative Program. NOW, THEREFORE, in consideration of the mutual promises, covenants, and contracts contained herein, IDALS and Grantee agree as follows: 1 Page 310 of 378 SECTION 1. PROJECT "Project" means the detailed description of the work, services, budget and other obligations to be performed or accomplished by the Grantee as described in its Water Quality Initiative Program Application, as approved by IDALS and incorporated as Exhibit A to this Contract. SECTION 2. PROJECT COMPLETION DEADLINE The Project must be completed no later than December 31, 2025. An extension may be granted by IDALS, through an amendment, if a written request showing demonstrable progress toward completion of the Project is submitted and IDALS determines such an extension is warranted. Any extension request submitted by the Grantee must be received by IDALS no later than 30 days prior to expiration of this contract. SECTION 3. DURATION OF COST -SHARE GRANT CONTRACT 3.1 This Contract shall become effective on the Contract Effective Date and shall remain in effect as follows: a) Through Project Period Completion Date. Through the Project Period Completion Date and for the period of time after Project Completion Date during which IDALS, or its designee, conducts Project closeout procedures to verify that the Project has been completed in compliance with the Contract. b) Until Repayment or Satisfaction of Outstanding Obligation. Until all outstanding amounts due to IDALS, if any, are received by IDALS, or all outstanding obligations to IDALS are satisfied in full. c) Through Contract End Date. Until IDALS, or its designee, has completed Contract closeout procedures and provided Grantee with written Notice of Final Contract Closeout. This Contract shall terminate as of the date stated in the written Notice of Final Contract Closeout; such date shall be the Contract End Date. 3.2 SURVIVAL OF OBLIGATIONS. Section 3.1 shall not abrogate or otherwise effect the obligations, terms, and conditions that survive beyond the Contract End Date, including but not limited to the following sections of this Contract: Section 4.4 (Accounting Records), Section 4.5 (Documentation), and Section 4.6 (Conveyance of Project Property). SECTION 4. TERMS OF CONTRACT 4.1 GRANT. IDALS shall provide a Grant to Grantee up to the Award Amount stated on page 1 of this Contract in order to assist in financing the Project, subject to Iowa Code chapter 466B, IDALS administrative rules (located at 27 Iowa Admin. Code chapter 16), and the terms and conditions of this Contract. A copy of Grantee's Application describing the Project is an integral part of this Contract and is marked as Exhibit A and hereby incorporated herein. 4.2 MAXIMUM PAYMENTS. It is expressly understood and agreed that the maximum amounts to be paid to the Grantee by IDALS for Project activities shall conform to the budget as presented in 2 Page 311 of 378 Contract Exhibit B - Project Budget. It is further understood and agreed that the total of all payments to the Grantee by IDALS for Project activities shall not exceed the Award Amount unless modified by written amendment of this Contract. 4.3 USE OF FUNDS. The Grantee hereby agrees to construct and operate the Project as described in its Application Exhibit A, as approved by IDALS, and Exhibit B, Project Budget. Grantee shall maintain the Project in accordance with the representations in Exhibits A and B during the term of this Contract. Grantee shall allow IDALS, its internal or external auditors, the Auditor of the State of Iowa, the Treasurer of the State of Iowa, the Attorney General of the State of Iowa, and the Iowa Division of Criminal Investigation, to inspect the Project facilities at all reasonable times in order to monitor and evaluate performance with the terms of this Contract and Iowa law. 4.4 ACCOUNTING RECORDS. Grantee shall maintain its books, records and all other evidence pertaining to this Contract in accordance with generally accepted accounting principles and such other procedures as may be specified by IDALS. These records shall be available to IDALS, its internal or external auditors, the Auditor of the State of Iowa, the Treasurer of the State of Iowa, the Attorney General of the State of Iowa, and the Iowa Division of Criminal Investigation, at all times during the duration of this Contract and any extension thereof, and for three (3) full years following the Contract End Date. 4.5 DOCUMENTATION. Within 10 days of receipt of a written request from IDALS, Grantee shall deliver to IDALS: (i) copies of all contracts or documents relating to the Project; (ii) copies of all invoices, receipts, statements or vouchers relating to the Project; (iii) a list of all unpaid bills in connection with the Project; and, (iv) budgets and revisions showing estimated Project costs and funds required at any given time to complete and pay for the Project. Grantee shall be bound by this requirement from the Effective Date to a date three (3) full years following the Contract End Date. 4.6 CONVEYANCE OF PROJECT PROPERTY. Between the Effective Date and a date three (3) full years following the Contract End Date, Grantee shall not sell, transfer, convey, assign, encumber or otherwise dispose of any portion of the Project property as described in Exhibit A without express written permission of IDALS, which permission may be withheld in the sole discretion of IDALS. 4.7 INDEPENDENT CONTRACTOR. Grantee's status shall be that of an independent contractor. Neither the Grantee, its employees, agents, or any subcontractors performing work or services for the Grantee are, or shall be deemed to be, employees or agents of the State of Iowa, and shall not be considered employees of IDALS or the State of Iowa for federal or state tax purposes. IDALS shall not withhold taxes on behalf of the Grantee unless required to do so by law. 4.8 USE OF THIRD PARTIES. IDALS acknowledges that Grantee may contract with third parties for the performance of any of the Grantee's obligations under this Contract. All subcontracts shall be subject to prior approval by IDALS. Grantee may enter into such contracts to complete the Project provided that Grantee remains responsible for all services performed under this Contract. All restrictions, obligations and responsibilities of the Grantee under this Contract shall apply to any subcontractors retained by Grantee. IDALS shall have the right to request the removal of any subcontractor from the Project for good cause. Subcontracts shall be submitted to IDALS for approval before entry into force and effect. 4.9 AWARD AMOUNT, TYPE. This is a cost -share grant award in the amount of $400,000. 3 Page 312 of 378 4.10 USE OF LOGOS AND SIGNAGE. The Grantee will be required to include the Cleanwaterlowa.org and the IDALS logo in any marketing and outreach materials developed in conjunction with the project and funded either with grant proceeds or with matching funds. 4.11 STANDARDS AND SPECIFICATIONS. The practices installed shall comply with Iowa Stormwater Management Manual (ISWMM) standards and specifications or with USDA Natural Resources Conservation Service (NRCS) Standards and Specifications, where available. Practice plans and designs must be approved by an Urban Conservationist assigned by IDALS following the project review and implementation guidelines established in the Water Quality Initiative Milestone Checklist prior to proceeding with design finalization or any associated construction activities. All practices installed with WQI funds will be subject to IDALS maintenance agreement requirements to ensure the respective practice(s) will be maintained through its anticipated lifespan. Agreement durations and requirements are practice specific and should be discussed with the Urban Conservationist assigned by IDALS. 4.12 PROJECT REPORTING AND TRAINING REQUIREMENTS. A representative of the Grantee will be required to attend any IDALS identified training events and/or meetings. IDALS will provide sufficient notification of required training sessions. In addition, the Grantee is required to submit progress reports periodically during the project to document activities and progress in conformance with printed report guidance provided by IDALS. Any failure by a grantee to meet established deadlines for submission of progress reports will result in immediate suspension of all disbursement of funds to the Grantee, including advance requests and all reimbursements. This suspension will continue until receipt by IDALS of all outstanding reports associated with this Contract. Specifically, Grantee is required to: a) Provide IDALS with quarterly progress reports within fifteen (15) days after the end of each quarterly reporting period. b) Provide a comprehensive final report in conformance with the printed report guidance provided by IDALS, within 30 days of conclusion of the project. SECTION 5. RELEASE AND DISBURSEMENT OF FUNDS 5.1 CONDITIONS FOR RELEASE OF FUNDS. No funds shall be released for disbursement until this Contract has been executed and the Grantee has properly completed each of the following items: a) Attendance by at least one representative of the applicant at program orientation offered by IDALS staff. b) Completion and submission of form "W-9, Request for Taxpayer Identification Number and Certification." 4 Page 313 of 378 c) Evidence, acceptable to IDALS or its designee, that acceptable accounting policies and procedures are in place within 90 days of contract execution by all parties. 5.2 REQUESTS FOR DISBURSEMENT. All disbursements of proceeds shall be subject to receipt by IDALS of requests for disbursement submitted by Grantee. Requests for disbursement shall be in a form and content acceptable to IDALS. Grantee or its designee shall request disbursement by submitting to IDALS or its designee the request form provided by IDALS (as the same may be modified from time to time by IDALS), which request form shall itemize Grantee's total allowable expenses, if any. Expenses shall be documented in a manner acceptable to IDALS or its designee. IDALS or its designee shall review the request and, if acceptable to IDALS or its designee, make the appropriate disbursement from the Water Quality Infrastructure Fund. The disbursement authorized by IDALS or its designee will be limited to the expected allowable expenses for the relevant period. Major budget category Practice Costs may deviate by ten (10) percent by line item without prior approval of the Division, but total expenditures shall not exceed the total budget amount provided in the project contract. 5.3 SUSPENSION OF DISBURSEMENT. Upon the occurrence of an Event of Default (as defined in this Contract) by Grantee, IDALS or its designee may suspend payments to Grantee until such time as the default has been cured to IDALS' satisfaction. Notwithstanding anything to the contrary in this Contract, upon a termination of this Contract on account of an Event of Default by the Grantee, Grantee shall no longer have the right to receive any disbursements after the date of the Event of Default. 5.4 INVESTMENT OF GRANT FUNDS. In the event grant funds are not immediately utilized, temporarily idle grant funds held by Grantee may be invested, provided such investments shall be in accordance with State law, including but not limited to the provisions of Iowa Code chapter 12C concerning the deposit of public funds. Interest accrued on temporarily idle grant funds held by the Grantee shall be credited to and expended on the Project prior to the expenditure of other grant proceeds. All proceeds remaining, including accrued interest, after all allowable Project costs have been paid or obligated shall be returned to IDALS within thirty (30) days following the Project Completion Date. Within ten (10) days of receipt of a written request from IDALS, Grantee shall inform IDALS in writing of the amount of unexpended grant funds in Grantee's possession or under the Grantee's control, whether in the form of cash on hand, investments, or otherwise. 5.5 USE OF GRANT FUNDS FOR EQUIPMENT AND NON -CONSUMABLE SUPPLIES. The use of grant funds through this contract is permitted for the purchase of equipment and non -consumable supplies, subject to all of the following conditions: a) All purchases for which reimbursement will be requested must be approved by IDALS prior to any expense being incurred by Grantee. Failure to adhere to this condition will result in forfeiture of all claims for reimbursement for the item(s) in question. b) In no instance will the reimbursement rate for an item purchased in this category exceed fifty percent (50%) of the documented cost of the item. Furthermore, no other source of state funding may be used to provide the non-IDALS share of expense for the item. 5 Page 314 of 378 c) If at any point prior to completion of the project, a piece of equipment or non -consumable supply item is sold, liquidated, or transferred for use outside of the project, full and immediate repayment of grant proceeds used to purchase the item by the Grantee to IDALS will be required. d) Recurring expenses associated with operation and maintenance of such equipment shall be the sole responsibility of the Grantee. SECTION 6. REPRESENTATIONS AND WARRANTIES Grantee represents and warrants to IDALS as follows: 6.1 Grantee is duly organized, validly existing and in good standing as a recognized legal entity under Iowa law. Grantee has full and adequate power to own its property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the property owned or leased by it requires such licensing or qualifying. 6.2 Grantee has full right and authority to enter into this Contract and the person signing this Contract on behalf of Grantee has full authority to do so. 6.3 Grantee hereby agrees to use Award proceeds only for the Project and the activities described in the approved Water Quality Initiative Application. 6.4 The Application furnished to IDALS by Grantee does not contain any untrue statements of a material fact or omit a material fact. 6.5 Grantee has received all licenses, permits, and approvals of all Federal, state, local, and foreign governmental authorities, if any, necessary to conduct its businesses; no investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit, or approval is pending or, to the knowledge of the Grantee threatened. 6.6 Grantee shall complete the Project by the Project Completion Date. 6.7 All financial statements and related materials concerning the Grantee and the Project provided to IDALS are true and correct in all material respects and completely and accurately represent the subject matter thereof as of the Effective Date of the statements and related materials, and no material adverse change has occurred since that date. SECTION 7. DEFAULT 7.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute cause for IDALS to declare Grantee in default of its obligations under this Contract: (i) a failure of Grantee to complete the Project by the Project Completion Date; (ii) a breach of any other term of this Contract. 7.2 NOTICE OF DEFAULT, REMEDIES. When IDALS determines that an Event of Default has occurred and is continuing, IDALS may, by written notice to Grantee: (i) terminate this Grant Contract and all obligations of IDALS under the Contract as of the date stated in such notice, and (ii) declare the full amount of Award funds, disbursed, immediately due and payable. Grantee agrees to pay to IDALS all expenses reasonably incurred or paid by IDALS, including reasonable attorneys' 6 Page 315 of 378 fees and court costs, in connection with the enforcement of any of the terms of this Grant Contract. 7.3 REPAYMENT OR PENALTY. Upon the happening of any Event of Default, IDALS reserves the right to terminate this Contract and to require immediate repayment of the full amount of funds disbursed to Grantee under this Contract. SECTION 8. TERMINATION 8.1 TERMINATION UPON NOTICE. Following ten (10) days' written notice, IDALS may terminate this contract in whole or in part without payment of any penalty or the incurring of any further obligation to the Grantee. Following termination upon notice, Grantee shall be entitled to compensation, upon submission of invoices and proper proof of claim, for services provided under this Contract to IDALS up to and including the date of termination. 8.2 NON -APPROPRIATION. Notwithstanding anything in this contract to the contrary, and subject to the limitations, conditions and procedures set forth below, IDALS shall have the right to terminate this contract without penalty by giving thirty (30) days written notice to the Grantee as a result of any of the following: (1) the legislature or governor fail to appropriate funds sufficient to allow IDALS to operate as required and to fulfill its obligations under this contract; (2) if funds are de -appropriated or not allocated; (3) if IDALS' authorization to operate is withdrawn or there is a material alteration in the programs administered by IDALS; and (4) if IDALS' duties are substantially modified. In the event of termination of this Contract due to non -appropriation, the exclusive, sole, and complete remedy of the Grantee shall be payment for services completed prior to termination. 8.3 REMEDIES OF THE GRANTEE IN EVENT OF TERMINATION BY IDALS. In the event of termination of this Contract for any reason by IDALS, IDALS shall pay only those amounts, if any, due and owing to the Grantee for services actually rendered up to and including the date of termination of the Contract and for which IDALS is obligated to pay pursuant to this Contract. Payment will be made only upon submission of invoices and proper proof of the Grantee's claim. This provision in no way limits the remedies available to IDALS under this Contract in the event of termination. 8.4 THE GRANTEE'S TERMINATION DUTIES. The Grantee, upon receipt of notice of termination or upon request of IDALS, shall: 8.4.1 Cease work under this Contract and take all necessary or appropriate steps to limit disbursements and minimize costs, and furnish a report within thirty (30) days of the date of notice of termination, describing the status of all work under the Contract, including, without limitation, results accomplished, conclusions resulting therefrom, any other matters IDALS may require. 8.4.2 Comply with the IDALS 's instructions for the timely transfer of any active files and work product produced by the Grantee under this Contract. 8.4.3 Immediately return to IDALS any payments made by IDALS for services that were not rendered by Grantee. SECTION 9. CONFLICT OF INTEREST Grantee represents, warrants, and covenants that no relationship exists or will exist during the 7 Page 316 of 378 Contract period between IDALS and Grantee that is a conflict of interest. No employee, officer or agent of Grantee shall participate in the selection or the award or administration of a subcontract if a conflict of interest, real or apparent, exists. The provisions of Iowa Code Ch. 68B shall apply to this Contract. If a conflict of interest is proven to IDALS, IDALS may terminate this Contract, and Grantee shall be liable for any excess costs to IDALS as a result of the conflict of interest. Grantee shall establish safeguards to prevent employees, consultants, or members of governing bodies from using their positions for purposes that are, or give the appearance of being, motivated by the desire for private gain for themselves or others with whom they have family, business, or other ties. Grantee shall report any potential, real, or apparent conflict of interest to IDALS. SECTION 10. INDEMNIFICATION Grantee shall jointly and severally defend, indemnify and hold IDALS, its successors and assigns, harmless from and against any liability, loss, damage or expense, including reasonable counsel fees, which IDALS may incur or sustain by reason of: (a) the failure of Grantee to fully perform and comply with the terms and obligations of this Contract; (b) Grantee's performance or attempted performance of this Contract; (c) Grantee's activities with subgrantees and third parties. SECTION 11. CONTRACT ADMINISTRATION 11.1 NONASSIGNMENT. This Contract may not be assigned without prior written consent of IDALS. 11.2 COMPLIANCE WITH THE LAW; NONDISCRIMINATION IN EMPLOYMENT. The Grantee, its employees, agents, and subcontractors shall not engage in discriminatory employment practices which are forbidden by federal or state law, executive orders, and rules of the Iowa Department of Administrative Services. The Grantee, its employees, agents, and subcontractors shall comply with all applicable federal, state, and local laws, rules, ordinances, regulations, orders when performing under the Contract, including without limitation, all laws applicable to the prevention of discrimination in employment (e.g., Iowa Code chapter 216 and section 19B.7) and the use of targeted small businesses as subcontractors and suppliers. Upon the State's written request, the Grantee shall submit to the State a copy of its affirmative action plan, containing goals and time specifications, and accessibility plans and policies as required under Iowa Administrative Code chapter 11-121. The Grantee, its employees, agents and subcontractors shall also comply with all federal, state, and local laws, including any permitting and licensure requirements, in carrying out the work performed under this Contract. In the event Grantee contracts with third parties for the performance of any of the Grantee obligations under this Contract as set forth in section 4.8, Grantee shall take such steps as necessary to ensure such third parties are bound by the terms and conditions contained in this section. Notwithstanding anything in this Contract to the contrary, Grantee failure to fulfill any requirement set forth in this section shall be regarded as a material breach of this Contract and the State may cancel, terminate, or suspend, in whole or in part, this Contract. The State may further declare Grantee ineligible for future state contracts in accordance with authorized procedures or the Grantee may be subject to other sanctions as provided by law or rule. 8 Page 317 of 378 If all or a portion of the funding used to pay for the Deliverables is being provided through a grant from the Federal Government, Grantee acknowledges and agrees that pursuant to applicable federal laws, regulations, circulars and bulletins, the awarding agency of the Federal Government reserves certain rights including, without limitation a royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for Federal Government purposes, the Deliverables developed under this Contract and the copyright in and to such Deliverables. 11.3 AMENDMENTS. No change, modification, or termination of any of the terms, provisions or conditions of this Grant Contract shall be effective unless made in writing and signed by both parties. 11.4 COMPLIANCE WITH LAWS AND REGULATIONS. Grantee shall comply with all applicable State and federal laws, rules, ordinances, regulations and orders, including those governing procurement. Grantee declares that it has complied with all federal, state, and local laws regarding business permits and licenses that may be required to carry out the work to be performed under this Contract. 11.5 ACCESS TO RECORDS. Grantee shall permit IDALS or its representatives and the State Auditor to access and examine, audit, excerpt and transcribe any pertinent books, documents, papers and records of Grantee relating to orders, invoices, or payments, or any other documentation or materials pertaining to this Contract. All records of Grantee relating to this Contract shall be retained for a period of three (3) years following the date of final payment or completion of any required audit, whichever is later. 11.6 AUDITS. IDALS reserves the right to require an audit of the Grantee's approved project and related activities at any time, during or after completion of the project. Any expenses pertaining to the project as a result of the audit will be an allowable expense under this Contract and will follow normal disbursement procedures. 11.7 UNALLOWABLE COSTS. If IDALS determines at any time, whether through monitoring, audit, closeout procedures or other means that Grantee has received Grant funds or requested disbursement for costs which are unallowable under the terms of this Contract, Grantee shall immediately repay to IDALS any and all unallowable costs. 11.8 SURVIVAL OF CONTRACT. If any portion of this Contract is held to be invalid or unenforceable, the remainder shall be valid and enforceable. 11.9 GOVERNING LAW. This Contract shall be interpreted in accordance with the law of the State of Iowa, and any action relating to the Contract shall only be commenced in the Iowa District Court for Polk County or the United States District Court for the Southern District of Iowa. 11.10 INTEGRATION. This Contract contains the entire understanding between Grantee and IDALS relating to this Project and any representations that may have been made before or after the signing of this Contract, which are not contained herein, are nonbinding, void and of no effect. Neither of the parties has relied on any such prior representation in entering into this Contract. 9 Page 318 of 378 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed as of the latest date stated below. FOR GRANTEE: City of Waterloo Signature Print Name/Title Date FOR IDALS: Grant Menke, Deputy Secretary of Agriculture 10 Date Page 319 of 378 WATER QUALITY INITIATIVE TARGETED DEMONSTRATION WATERSHED PROJECTS APPLICATION FOR FUNDING ASSISTANCE Iowa Department of Agriculture & Land Stewardship 1. Project Title: Sunnyside Creek Watershed Water Quality Wet Pond Applicant Entity: City of Waterloo Contact Person: Wayne Castle, Assistant City Engineer Address: 715 Mulberry Street, Waterloo, IA 50703 Phone: (319) 291-4312 E-mail. wayne..astle@waterloo-ia.org Authorized Representative Signature: 2. List the name, location, and the importance of the surface water that will benefit from this project: The project is located along Sunnyside Creek, near the upstream end of Sunnyside Creek, between US Highway 20 and Van Miller Way (formerly San Marnan Drive), just east of 4th Street in Waterloo, IA. The overall watershed is composed of approximately 2.4 square miles at its confluence with Black Hawk Creek in Waterloo, IA. The proposed water quality wet pond project will provide water quality treatment for approximately 375 acres of this watershed, which ties into Black Hawk Creek and ultimately into the Cedar River. The Cedar River and Black Hawk Creek are classified as primary streams by the IDNR, with use designations Al (Recreation: Primary Contact), Class BWW1 (Aquatic Life: Warm Water Type 1) and Class HH (Human Health). The goal is to provide water quality improvements upstream of these primary streams, as well as provide water quality benefits and a recreational/viewing area for current and future developments within the project watershed. 3. Include a listing of project partners at the time of full -application: • City of Waterloo, Iowa • SRF Sponsored Project #WRR21-011 4. Provide a total budget summary, utilizing form shown here: IDALS Request Applicant Contributions Partner Contributions Total Budget March 15, 2024 — June 30, 2024 $200,000 $400,000 $200,000 $800,000 July 1, 2024—June 30, 2025 $200,000 $1,253,000 $847,000 $2,300,000 July 1, 2025 — December 31, 2025 $0.00 $0.00 $0.00 $0.00 Overall $400,000 $1,653,000 $1,047,000 $3,100,000 Executive Summary (max 125 words): The City is designing a 14-acre water quality wet pond within the Sunnyside Creek Watershed. This watershed directly connects to Black Hawk Creek and the Cedar River, both of which have designated water quality concerns (bacteria, erosion, sedimentation, loss of habitat, etc.). The proposed project will treat approximately 375 acres of existing/future urban development while reducing outflows by greater than 60% up to the 100-year event. This project is partially being funded by SRF Sponsored Project funding and has completed a SRF 60% plan review, with a 90% submittal anticipated in February 2024. The wet pond design is following ISWMM criteria (which is above and beyond current city criteria) and will include a deep - water pond, wetlands, multi -staged outlet and a walking trail around the perimeter. IDALS Water Quality Initiative Urban Conservation Projects 1 Page 320 of 378 Pre -Application Narrative The overall Sunnyside Creek Watershed is approximately 2.4 square miles (1,540 acres) at the confluence of Black Hawk Creek. The focus of the main water quality project will be on the upper portion of the watershed, from approximately Westchester Drive to southeast of Highway 20, which accounts for approximately 375 acres of the overall watershed. The City will also be completing a bank stabilization/stream restoration project immediately downstream from the proposed water quality project. This project will be completed as part of the City's efforts to provide water quality improvements throughout the City and will be funded by the City. A drainage area delineation map is included with this submittal with the project watershed shown with a red delineation line. The existing Sunnyside Project Watershed consists of a mix of single-family residential, multiple -family residential, commercial, industrial, agricultural and highly developable land. According to NRCS soil mapping information, the existing soils are classified as Types B and C Soils for the developed and undeveloped land within the watershed, which typically indicates moderately low to moderate infiltration rates. The project watershed has a steeper topography than the downstream portion of the watershed (5-10%), which leads to higher velocities and erosion during rainfall events. The future land use in this area (for portions not currently developed) is zoned for multi -family and single-family residential and light commercial. Development has already begun in the watershed south of Highway 20 and is anticipated to continue around the proposed water quality basin over the next few years. Based on the current and future development planned for this area, the City pinpointed the low-lying area along Sunnyside Creek between Highway 20 and Van Miller Way as an ideal location for implementing a large-scale regional water quality improvement project. This was further reinforced while reviewing the existing topography which provides a natural low point of collection, ideal for developing a water quality wet pond. The proposed regional water quality wet pond is currently under preliminary design and will meet the requirements of ISWMM section 9.11 and the unified sizing criteria. The regional water quality wet pond preliminary design provides approximately 885,622 cf of water quality treatment volume which is more than the estimated water quality volume (based on future land use) of 864,258 cf. This treatment volume is accounted for in the permanent pool of the wet pond which has a normal ponding volume of 1,771,245 cf. The proposed design will include two pretreatment forebays which provide 133,285 cf of treatment volume which is approximately 47,000 cf more than the required treatment amount. The proposed pond will also incorporate wetlands into the basin footprint and will provide a net gain of approximately 1.37 acres. The anticipated benefits of the regional water quality wet pond, in conjunction with the streambank stabilization, are described below. Project Goals and Benefits The City of Waterloo Engineering staff have identified the following goals and project benefits associated with the water quality wet pond within the Sunnyside Watershed. These include: • Reduction of sediment loads and total runoff (through infiltration and detention) from urban and rural areas. • Reduce the amount of phosphorus, nitrates and nitrites within City storm water flows. Reduce the Sediment Loads and Total Runoff (through infiltration and detention) From Urban and Rural Areas Much of the sediment in urban and rural storm water flows come from the following: 1.) Erosion from unstable streambanks and high stream velocities. 2.) Erosion from flooding that commonly exceeds the channel protection volume of a stream. 3.) Unregulated developments and connections into the storm sewer system (developments constructed prior to City of Waterloo Water Quality Standards). 4.) Dirt and sand traced and deposited onto pavements. IDALS Water Quality Initiative 2 Urban Conservation Projects Page 321 of 378 The proposed water quality wet pond will provide a permanent pool with the capacity to treat 375 acres of existing and future development while also providing infiltration in the proposed wetland areas. The wet pond will also include a staged outlet reducing flooding and erosive forces/velocities downstream which can lead to excessive erosion and sedimentation. Benefits: The City worked with Josh Balk of the Iowa DNR to determine preliminary pollutant reduction estimates based on the proposed design. According to the Iowa DNR Pollutant Reduction Calculator and the current land use, it is estimated that the water quality wet pond would reduce sediment loadings along the Sunnyside Creek by approximately 417 tons of sediment each year. The wet ponds flow reduction will also help reduce the frequency of sanitary sewer overflows (SSOs) in the Sunnyside Watershed which will aid in reducing bacterial loading and potential downstream fish kills and health concerns associated with SSOs that have been noted by the City and property owners in recent years. Reduce the Amounts of Phosphorus, Nitrates and Nitrites Within City Storm Water Flows The City of Waterloo Water Works is charged with providing drinking water to the City. Their mission is to "provide adequate quantities of high -quality water to the citizens of Waterloo for domestic, industrial and fire protection purposes at the most reasonable cost." To do this, the Waterloo Water Works uses 14 wells that are strategically located within the City limits, many near the Cedar River or its tributaries. These wells tend to be shallow and are influenced by the waters of the Cedar River. High concentrations of phosphorus, nitrates or nitrites in the Cedar River will migrate into the drinking water wells that supply potable water to Waterloo residents. High nitrate levels have been detected in some of these drinking water wells in the past ten years. Therefore, reducing phosphorus, nitrate and nitrite levels in the City's storm water flows not only conforms to the State of Iowa's nutrient reduction plan, but also helps to protect the drinking water for the residents of Waterloo. Benefits: According to the Iowa DNR Pollutant Reduction Calculator and the current land use, it is estimated that the water quality wet pond would reduce approximately 543 pounds of phosphorus and 815 pounds of nitrogen from entering Sunnyside Creek and ultimately the Cedar River. Evaluation Criteria, Education and Future Improvements The City is fully committed to implementing and maintaining sustainable water quality practices described above within the Sunnyside Creek Watershed. The City employs two full-time storm water specialists that will review the project during construction and until vegetation is fully established. After project completion, the City's Public Works staff will be responsible for completing routine maintenance operations such as trash pick-up, mowing, re -seeding, debris and sediment removal. Funding for long-term maintenance of implemented practices will be through a storm water utility fee that generates revenue dedicated for maintenance costs and implementation of other storm water/water quality practices. The City is planning to utilize the wet pond as a teaching device, as well as a featured practice to show developers and residents the impact water quality practices can provide from both a practical and recreational standpoint. After project completion, the finished construction will be posted with informational signage and the pond will be accessible through the use of a walking trail around the perimeter. The pond will also provide additional recreational activities as the design depths support fish habitat. Signs located at the project site will detail the type of project that was installed, the benefits of the project to water quality and the sponsors of the project. The City of Waterloo Engineering staff has recently implemented this requirement for water quality improvement projects throughout the City. The City will also plan a press release to be submitted to the local newspaper for public awareness during and after construction of the project. A description of the practice and pictures of the installation will be included on the City of Waterloo's website under their NEWS category. Ribbon cutting ceremonies are anticipated for the proposed project to help publicize the water quality benefits and the use of IDALS funding. As awareness of water quality practices grows, the City would like to continue further channel improvements downstream of Westchester Drive while also looking at other watersheds throughout the City to implement water quality practices. IDALS Water Quality Initiative 3 Urban Conservation Projects Page 322 of 378 Full -Application Narrative The water quality wet pond is currently in the final stages of the design process and has completed Iowa DNR and IDALS technical reviews for the concept, 30% design and 60% design. The 90%/pre-bid plans and specifications have also been completed and will be submitted to the Iowa DNR and IDALS for review and comment in February 2024. A copy of the 90%/Pre-bid plans are included with this application. The construction plans provide an overview of the size and scale of the project which includes multiple water quality practices (wetlands, wet pond, staged outlet and streambank stabilization) that will work together to reduce sediment and nutrient loading within the watershed while also providing improved wildlife habitat and flood resiliency as discussed in the pre -application narrative. The proposed water quality wet pond design will include two pre-treatment forebays that will provide 133,285 cf of storage which is over 47,000 cf more than what is required by the ISWMM as discussed in the pre -application narrative. The main forebay will include flexamat for slope protection at the connection point between the forebay and the wet pond. This is a unique vegetated concrete block style matting that combines the benefits of hard armoring and native vegetation. The water quality wet pond design will be the same as what was discussed in the pre -application narrative and will have a deep -water permanent pond that will have a normal ponding volume of 1,771,245 cf. This pond will provide water quality treatment for the entire future land use for the 375-acre drainage area. The pond was designed to have, at a minimum, two times the capacity of the required water quality volume of 864,258 per the ISWMM. These calculations were completed utilizing the IDALS "Design Review Checklist for Wet Detention Ponds". The design team has coordinated with IDALS technical staff throughout the design and construction of the project. As discussed in the pre -application narrative, the City sees a fantastic opportunity to use this project as a demonstration/teaching area and informational signage is included in the project plans. This signage will be included at various locations within the basin area. The water quality wet pond will be owned and maintained by the City of Waterloo. The area will be accessible to the public who will have the opportunity to enjoy the natural recreational area and learn about the benefits of the water quality features. Project Timeline and Permitting This project is a large-scale project and coordination has been ongoing with the U.S. Army Corps of Engineers (USACE), Iowa DNR and IDALS throughout the design process. The project is currently nearing the 90%/pre- bid submittal phase which is planned for the middle of February 2024. After the 90% review comments are received and incorporated into the plans, the project is anticipated to go out to bid in the late spring/early summer with construction taking place in the summer/fall of 2024. The major project components would likely be completed by the winter of 2024. Regulatory permitting has been ongoing throughout the design process and the majority of permits for project construction have been obtained. A listing of the required permits and status are provided below: • Section 404 — Bank Stabilization — USACE Permit received 6/27/2023 • Section 404 — Wet Pond Construction — USACE Permit review ongoing — Anticipated by April 2024 • Iowa DNR Flood Plain Management and Dam Safety Section • Flood Plain — Permit not required (DNR correspondence 7/12/23) • Dam Safety Section — Permit not required (DNR correspondence 5/26/23) • NPDES General Permit Number 2 — Will be obtained prior to project construction IDALS Water Quality Initiative 4 Urban Conservation Projects Page 323 of 378 Project Partners The City of Waterloo is the project applicant and will be the main project partner. They anticipate funding approximately $1,653,000 of the estimated $3,100,000 project total. They will also be responsible for completing long-term maintenance of the water quality practices after project completion. This will be funded through the City of Waterloo's storm water utility fee. The City of Waterloo is also receiving SRF sponsored water quality project funding for approximately $1,047,000. Additional project partners that will not be contributing monetary funding have provided letters of support for the project. These include the Black Hawk County Soil & Water Conservation District as well as Galactic Development Corporation and the Sunnyside Country Club who will be providing temporary and/or permanent easements/acquisitions for project construction. Copies of the letters of support are included for reference. IDALS Water Quality Initiative 5 Urban Conservation Projects Page 324 of 378 Provide a description of each practice utilizing the format shown here (Table will not count towards the four page narrative maximum): Practice #1: (provide name and description of practice) Water Quality Wet Pond IDALS: (IDALS budget contribution to practice) $400,000 TOTAL: (Includes applicant, partner, and IDALS contributions) $2,700,000 Practice Details: (provide a general description of the location including drainage area to practice size ratio, water quality volume calculations, design status, permits required, and current permit status) Water quality wet pond will be placed at the upstream end of Sunnyside Creek and has been designed according to the ISWMM section 9.11. The overall drainage area is 375 acres. The preliminary design has been completed through the 60% level with the 90% level to be submitted for review in February 2024. The proposed design includes (1,770,000 cf of ponding volume which equates to 885,000 cf of WQv) and 133,000 cf of pre-treatment volume. The required WQv per the ISWMM is 864,258 cf for the main pond and 86,426 cf of pre-treatment volume. The USACE, Iowa DNR Floodplain and Dam Safety Section have provided a permitting or indicated that permitting is not required for the proposed project. Practice #2: (provide name and description of practice) Streambank Stabilization Design IDALS: (IDALS budget contribution to practice) $0.00 TOTAL: (Includes applicant, partner, and IDALS contributions) $400,000 Practice Details: (provide a general description of the location including calculations, design status, permits required, and current permit status) The streambank stabilization design has been completed through 2024. The design is in accordance with the Iowa River Restoration Sunnyside Creek Channel immediately downstream of the proposed drainage area to practice size ratio, water quality volume the 60% level with the 90% submittal planned for February Toolbox and will encompass approximately 950' of existing wet pond. The design includes sloping back and benching The USACE and DNR have review and approved the of the existing banks as well as Turf Reinforcement Mat stabilization. proposed project design. Practice #3: (provide name and description of practice) IDALS: (IDALS budget contribution to practice) TOTAL: (Includes applicant, partner, and IDALS contributions) Practice Details: (provide a general description of the location including drainage area to practice size ratio, water quality volume calculations, design status, permits required, and current permit status) 6 Page 325 of 378 BLACK HAWK SOIL & WATER CONSERVATION DISTRICT 2950 SOUTHLAND DRIVE WATERLOO, IOWA 50701 319-296-3262 August 30, 2021 Lee Wagner State Revolving Fund Coordinator Iowa Department of Natural Resources 401 SW 7th Street, Suite M Des Moines, Iowa 50309 Dear Mr. Wagner, The Black Hawk Soil and Water Conservation District is writing to express our support for the City of Waterloo's State Revolving Fund Sponsored Projects application. The goals set forth in this application align with the mission of our district, "through wise conservation planning ...environmental protection of our precious resources in both urban and rural sectors." The City of Waterloo's continued efforts to improve water quality here in the impaired Middle Cedar Watershed exemplifies our targeted approach to conservation implementation. The installation of stormwater wetlands, detention structures, streambank stabilization, and other conservation practices have all proven to be effective ways to mitigate flooding and ensure cleaner water for citizens. We are excited for the ongoing efforts that the city is pursuing to implement conservation and improve water quality here in the Cedar Valley. These conservation practices not only benefit the community in pollutant load and stormwater reduction, but also create opportunities for local residents, businesses, and landowners to view conservation in action, which can encourage further adoption by landowners. We have witnessed similar accumulating effects with initiatives conducted by our own Dry Run Creek Watershed Improvement Project and Miller Creek Water Quality Improvement Project. These new BMPs will only serve to complement and compound these local endeavors. We look forward to partnering with the City of Waterloo on these conservation efforts and are fully supportive of their proposal. Thank you for your time and consideration. Best Regards, G.M. "Jeri" Thornsberry, Chair Black Hawk Soil and Water Conservation District Page 326 of 378 LETTER OF SUPPORT Lee Wagner State Revolving Fund Coordinator Iowa Department of Natural Resources 401 SW 7 th Street, Suite M Des Moines, IA 50309 DATE: 09/01/2021 RE: Clean Water SRF Water Resource Restoration Sponsored Projects Sunnyside Creek Water Quality Improvements Letter of Support —1600 Olympic Dr., Waterloo, Iowa To Whom it May Concern: Please accept this letter of support for the Sunnyside Creek Water Quality Improvements Project (the Project hereafter). The Project has been developed through a partnership with the community, Iowa DNR, Black Hawk Soil and Water Conservation and City leaders. The Project will construct a storm water quality and detention basin along with channel improvements for Sunnyside Creek. When reconstructed, the Project will improve water quality and reduce erosion and sedimentation. We are in support of the Sunnyside Creek Water Quality Improvements Project. This project entails acquiring temporary and permanent easements on our property located along Sunnyside Creek. Thank you for your consideration of this project. Tammy Green General Manager Sunnyside Country Club 1600 Olympic Dr, Waterloo, Iowa 50701 Tammy@sunnysidecountryclub.com 319-234-1707 ext. 11 Page 327 of 378 Galactic Development Corp 215 E 4th Street Waterloo, Iowa 50703 Lee Wagner State Revolving Fund Coordinator Iowa Department of Natural Resources 401 SW 7th Street, Suite M Des Moines, IA 50309 DATE: September 1, 2021 RE: Clean Water SRF Water Resource Restoration Sponsored Projects Sunnyside Creek Water Quality Improvements Letter of Support — Galactic Development Corp, 215 E 4th Street, Waterloo, Iowa 50703 To Whom it May Concern: Please accept this letter of support for the Sunnyside Creek Water Quality Improvements Project (the Project hereafter). The Project has been developed through a partnership with the community, Iowa DNR, Black Hawk Soil and Water Conservation and City leaders. The Project will construct a storm water quality and detention basin along with channel improvements for Sunnyside Creek. When reconstructed, the Project will improve water quality and reduce erosion and sedimentation. We are in support of the Sunnyside Creek Water Quality Improvements Project. This project entails acquiring temporary easements and acquisition of a portion of our property located south of San Marnan Drive and east of W. 4th Street. Thank you for your consideration of this project. Sincer James E Walsh, Jr. President Jim.walsh@vgm.com C: David Deeds City of Waterloo Engineering Page 328 of 378 Stream Restoration Area l WESTCHESTER DR) 7 r cy� 1 X. 8')(6.5' RCB 1 rF`7 D.A. = 0.48 SM, 307 Acres 65 CP6 D.A. = 0.05 SM 32 Acres Proposed Water Quality Wet Pond Location OLYMPIC DR. • CP5 D.A. = 0.24 SM 154 Acres N CP5C D.A. = 0.043 SM 28 Acres FLU - Single/Multi-Family Residential Light Commercial Sd6 -0 U.S. HWY. 20. _ s - , ..,, FLU - Single/Multi-Family Residential PREPARED BY. A COM CP5B D.A. = 0.12 SM 74 Acres CP5A D.A. = 0.063 SM 40 Acres 501 SYCAMORE STREET SUITE 222 WATERLOO. IA. 50703-4644 1-319-232-6531 LEGEND • Modeling C.P. Locations FEMA Zone A Floodplain (Approximate) FEET FIGURE 1 OVERALL SUNNYSIDE WATERSHED DRAINAGE DELINEATION MAP 200 90D 0,6 February 2024 60680939 Page 329 of 378 Tie Proposed Sanitary to Existing Manhole Existing Sanitary Sewer Removal Tie Proposed Sanitary to Existing Manhole Figure 1 Preliminary Basin Layout One Pond With Sanitary Replacement Sunnyside Wet Pond City of Waterloo Exhibit B Budget omponent Practices (list & number) IDALS/ WQI Local Match Amount II Match ource Wet Pond 41 $2,700,000 $400,000 $2,300,000 Local, Partners $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ eded) $ $ $ $2,700,000 $400,000 $2,300,000 Page 331 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving Supplemental Agreement No. 1, with AECOM, of Waterloo, Iowa, in the amount of $49,500.00, in conjunction with the FY 2024 Martin Luther King Jr. Drive Wetland A Restoration Project, Contract No. 1109, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. SA1 WAT MLK Wetlands Page 332 of 378 Page 333 of 378 AECOM CITY OF WATERLOO, IOWA AECOM 319-232-6531 tel 501 Sycamore Street 319-232-0271 fax Suite 222 Waterloo, Iowa 50703 www.aecom.com MARTIN LUTHER KING JR. DRIVE / NORTHEAST INDUSTRIAL PARK WETLAND MITIGATION F.Y. 2024 MARTIN LUTHER KING JR. DRIVE WETLAND A RESTORATION, CONTRACT #1109 SUPPLEMENTAL AGREEMENT NO. 1 WHEREAS, a Professional Services Agreement was entered into between the City of Waterloo (Client), 715 Mulberry Street, Waterloo, Iowa, and AECOM Technical Services, Inc. (ATS), 501 Sycamore Street, Suite 222, Waterloo, Iowa, dated September 23, 2019, for Phase I Design Services for Wetland Mitigation in the Northeast Industrial Park; and WHEREAS, the Client and ATS now desire to enter into Supplemental Agreement No. 1 for Phase II Design and Construction -Related Services for Wetland A Restoration. NOW THEREFORE, it is mutually agreed to amend the original Professional Service Agreement as follows: I. PROJECT DESCRIPTION This project consists of the preparing mitigation concept, plans, specifications and contract documents for preliminary and final design for the wetland mitigation at the site identified by the US Army Corps of Engineers as Wetlands 2, 4, 8 and A in the City of Waterloo. The approximate sizes of the wetlands are as follows: Wetland 2 — 2.87 acres, Wetland 4 — 2.73 acres of fen and 2.99 acres of upland buffer, Wetland 8 — 0.84 acre, and Wetland A — 5.14 acres. ATS will provide engineering assistance to the Client for preparation of applicable permits and coordination with both the US Army Corps of Engineers and Iowa Department of Natural Resources (Iowa DNR). This supplemental agreement will include additional final design and construction -related services for Phase II Wetland A of the project. II. SCOPE OF SERVICES The Scope of Services for this supplemental agreement will encompass and include work, services, materials, equipment, personnel and supplies necessary to complete Phase II Final Design and Construction -Related Services. The Scope of Services is described in more detail as follows: PHASE II FINAL DESIGN — WETLAND A AND CLASS 10 WASTE SITE The following tasks lead to the completion and submittal of Phase II — Wetland A final grading, fencing and erosion control construction plans for the project. Final design will be completed in accordance with City of Waterloo Standards and prepared for a City bid letting. Final plans and specifications will be developed incorporating comments received by Client and US Army Corps of Engineers. Plans will include general notes, plan and profile sheets, grading sheets, quantities, estimate reference notes and details as necessary for the redevelopment of 3.17 acres of Wetland A. The project will include design of the Class 10 waste site using LIDAR information. Specifications will include contract documents incorporating requirements from Client and US Army Corps of Engineers. The following tasks are included: Page 334 of 378 AECOM Page 2 Task 1 — Title Sheet Task 2 — Typical Details and Quantities Task 3 — Plan and Profile Sheets (Wetland A and Class 10 Waste Site) Task 4 — Fencing and Signage Sheets Task 5 — Storm Water Pollution Prevention Plan Sheets (Wetland A and Class 10 Waste Site) Task 6 — Cross Sections Task 7 — Project Specifications Task 8 — Final Plan Revisions Task 9 — Quality Control Review Task 10 — Printing and Submittals Task 11 — Construction Cost Opinion Task 12 — Special Provisions Protect Administration, Permitting and Meetings - Tasks 13-17. These tasks include project administration, coordination and meetings throughout the project development. Permitting for the project is anticipated to include the NPDES construction permit. It is anticipated the City of Waterloo will coordinate directly with the US Army Corps of Engineers. These tasks also include pre -letting activities and general project administration. The following identifies tasks leading to the completion of project administration, meetings and coordination during the design phase of the project. Task 13 — NPDES Permit Task 14 — Project Team Coordination Task 15 — Pre -letting Activities Task 16 — Respond to Bidders Questions Task 17 — Project Administration PHASE II CONSTRUCTION -RELATED SERVICES — WETLAND A AND CLASS 10 WASTE SITE The Scope of Services for construction -related services is defined by the following tasks: Task 18. Conduct a preconstruction conference attended by representatives of the Contractor, Client, Consultant, subconsultants, and affected utilities. Task 19. Provide construction staking for horizontal and vertical controls for the project as follows: a. Set Project Control b. Set Stakes for Erosion Control (Silt Fence) c. Grading (GPS) d. Set Stakes for Construction Entrance e. Set Stakes for Trail Paving f. Set Stakes for Fencing g. Set Stakes for Right -of -Way and Property Lines h. Set Stakes for Wetland Boundary (Wetland A and Class 10 Waste Site) Task 20. Review shop drawings and other submittals as required of the Contractor by the contract documents for conformance with the design concept of the project and compliance with the information given in the contract documents. Task 21. Answer design interpretation questions from the Client, Contractor, review staff and appropriate agencies. Task 22. Prepare bi-weekly applications for payment based on information provided by field review Page 335 of 378 AECOM Page 3 staff and Contractor and forward to the Client for execution with recommendation for approval and payment. Task 23. Perform construction site visits by design personnel at appropriate stages of construction to review the quality of the work and to determine whether the work conforms to the contract documents. Task 24. Prepare and assist the Client and Contractor in processing contract change orders. Task 25. Provide limited field observation during construction to review the work of the Contractor to determine if the work is proceeding in general accordance with the contract documents and that completed work appears to conform to the contract documents. Task 26. Provide weekly SWPPP reviews along with City of Waterloo and contractor personnel, as required by Iowa DNR and City of Waterloo. Task 27. Report to the Client any work believed to be unsatisfactory, faulty, defective or does not conform to the contract documents, and advise the Client of any work that should be corrected or rejected. Task 28. Consider and evaluate Contractor's suggestions for modifications and report them with recommendations to the Client. Task 29. Facilitate monthly construction progress meetings of project and complete minutes for each meeting. Task 30. Participate in a review of the project with the Client and review staff near project completion and prepare a list of items to be completed or corrected. Task 31. Participate in a field observation of the completed project with the Client and review staff before a final application for payment is processed for the Contractor. Task 32. Maintain files for correspondence, reports of the job conferences, shop drawings and sample submissions, reproductions of original contract documents including addenda, change orders, field modifications, additional drawings issued subsequent to the execution of the contract, Engineer clarifications and interpretations of the contract documents, progress reports and other project -related documents. Task 33. Provide the Client with a copy of revised drawings of the construction plans (record drawings) for the project based on the construction observation records of the field review staff and the Contractor showing those changes made during construction considered significant. Task 34. Prepare and assist the Client with the final close-out documentation received from the Contractor. Close-out documents will be provided to the Client and include the following: shop drawings, materials certifications, pay estimates, change orders, daily inspection reports, pay quantity summary and record drawings. Task 35 — Monument Preservation Plat Preparation & Recording Task 36 — Monument Preservation Locating & Placement PHASE III — WETLAND MONITORING The scope of Wetland Monitoring services will be determined at the time the services are needed and defined under a future amendment to this agreement. Wetland Monitoring includes annual Page 336 of 378 AECOM monitoring reports required by the US Army Corps of Engineers. III. COMPENSATION Page 4 Compensation for the above services will be on an hourly basis in accordance with Part VI of the original agreement and shall be integrated with the fees in the original agreement. The total compensation for these services is an estimated fee of Forty -Five Thousand Nine Hundred Dollars ($45,900.00) and will not be exceeded without authorization from the Client. IV. In all other respects, the obligations of the Client and the Consultant shall remain as specified in the Professional Services Agreement dated September 23, 2019. IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Agreement No. 1 as of the dates shown below: APPROVED FOR CITY OF WATERLOO APPROVED FOR AECOM By: By: isie61 Printed Name: Quentin Hart Printed Name: Douglas W. Schindel, P.E Title: Mayor Title: Vice President Date: Date: March 19, 2024 L:\Secure DCS\Administration\AGREE\SUPPLE\SA1 WAT MLK Wetlands.docx Page 337 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving a Professional Services Agreement Amendment No. 1, with HR Green, in the amount not to exceed $84,000.00, in conjunction with the FY 2021 Shaulis Road Reconstruction - Hess Road to Hwy. 218 Project, Contract No. 1020, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 338 of 378 1. HRG_Amendment 01 - Contract No. 1020_HRGreenSigned Page 339 of 378 HRGreen© HR GREEN, INC. PROFESSIONAL SERVICES AGREEMENT AMENDMENT NO. 1 THIS AMENDMENT, made this 1st day of April, 2024 by and between, CITY OF WATERLOO, the CLIENT, and HR GREEN, INC. (hereafter "COMPANY"), for professional services concerning: Shaulis Road Construction Engineering and Observation hereby amends the original Professional Services Agreement dated May 2, 2021, as follows: The CLIENT and COMPANY agree to amend the Scope of Services of the original Professional Services Agreement and previous amendments as follows: Schedule A 2.0 Construction Observation It is estimated that (1) staff member will be on site for 510 hours for the 2024 construction season. COMPANY Project Number: 190428.04 The CLIENT and COMPANY agree to amend other provisions of the original Professional Services Agreement and previous amendments as follows: 7.6 In consideration of the professional services provided herein, the CLIENT agrees to pay the COMPANY the NOT -TO -EXCEED sum of $84,000 including any authorized reimbursable expenses. The total authorized compensation after this Amendment, including the original Professional Services Agreement and all previous Amendments, is Eight Hundred Forty -Five Thousand Nine Hundred Sixty - Three Dollars and Forty Cents($ 845,963.40) THIS AMENDMENT is subject to all provisions of the original Professional Services Agreement. THIS AMENDMENT, together with the original Professional Services Agreement and all previous amendments represents the entire and integrated AGREEMENT between the CLIENT and COMPANY. THIS AMENDMENT executed the day and year written above. CITY OF WATERLOO, IA HR GREEN, INC. By: Quentin Hart, Mayor By: Andy/Mrowicki — resident -Construction Version2.0 12172018 Page 340 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving Supplemental Agreement No. 1 with Entrust Solutions Group (Magellan), of Denver, Colorado, in conjunction with the FY 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION • Per the agreement, the $21,400 per month charge will cover the Construction Inspector only, it will not include an additional Project Coordinator • An additional $2,000 per month will be added to cover the estimated monthly travel expenses (will be billed as incurred on a not -to -exceed basis) for this inspector. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION Page 341 of 378 LEGAL DESCRIPTION ATTACHMENTS None Page 342 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving Supplemental Agreement No. 9 to a Professional Services Agreement with Wayne Claassen Engineering and Surveying, Inc., of Waterloo, Iowa, originally executed October 10, 2016, in an amount not to exceed $9,000.00, in conjunction with the FY 2017 Hammond Avenue Bridge Replacement Over Sink Creek Project, Contract No. 922, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION see attached agreement for additional scope of work NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION Page 343 of 378 ATTACHMENTS 1. CES-Hammond Ave Supplement Agreement 9, 03-19-24 Page 344 of 378 Supplemental Agreement No. 9 to the Hammond Ave. Bridge Replacement Project Professional Service Agreement between the City of Waterloo, Iowa and Wayne Claassen Engineering and Surveying, Inc. PROJECT: Hammond Avenue Bridge Replacement Project TO: Wayne Claassen Engineering and Surveying, Inc. (CES) FROM: City of Waterloo, Iowa You are hereby ordered to make the following changes to the existing Agreement for Professional Services for the Hammond Avenue Bridge Replacement project, dated 10/02/2017 1. Add the following to said existing Agreement: Part III. TERMS AND CONDITIONS Article 1. ENGINEERING SERVICES 1.1 Basic Services - The Engineer agrees to perform professional services in connection with the Project, as set forth below and contained within this Agreement: A. Final Engineering Phase Task 25. Additional hydraulic modeling and exhibits for the completing Iowa DOT Hydraulic Modeling Form. This task will be completed by H.R. Green, as a sub - consultant to CES. Task 26. Additional plan changes to update non structural plans to current Iowa DOT Standards. This task will be completed by CES 2. Settlement for cost of work to be made as follows: Task 25. These tasks increase the Basic Services Amount by $6,500.00. Task 26. This task increases the Basic Services Amount by $2,500.00 The Professional Services Agreement is increased by $9,000 by this Supplemental Agreement 9 to a total of $278,350. Page 1 of 2 Page 345 of 378 3. All other sections of said existing Agreement remain unchanged. CITY OF WATERLOO APPROVED: WAYNE CLAASSEN ENGINEERING AND SURVEYING, INC. BY: BY: ,V , Quentin Hart, Mayor of Waterloo William J. Claas en, President ATTEST BY: ATTEST BY: Kelley Felchle, City Clerk Sandra Scheil ".q.(7(Otei- Date Date Page 2 of 2 Page 346 of 378 HRGreen., HR GREEN, INC. PROFESSIONAL SERVICES AGREEMENT AMENDMENT NO. 6 THIS AMENDMENT, made this 15th day of March 2024 by and between, Wayne Claassen Engineering & Surveying, Inc. the CLIENT, and HR GREEN, INC. (hereafter "COMPANY"), for professional services concerning: Hammond Avenue Bridge Over Sink Creek Hydraulic Analysis COMPANY Project Number: 181817 hereby amends -the original Professional Services Agreement dated 4/18/2019 as follows: The CLIENT and COMPANY agree to amend the Scope of Services of the original Professional Services Agreement and previous amendments as follows: General Project Management as necessary to complete the tasks below. Miscellaneous Structural Plan updates Reissuance of plans with minor edits requested by client. Additional Services associated with CLOMR/LOMR: Additional research and coordination with Iowa DNR, after issuance of CLOMR. (Assuming up to 25 hours) In consideration for these services, the CLIENT AGREES to adjust the payment for services performed by COMPANY on the following basis: Per current rate schedule with a maximum fee to be increased by Six Thousand, Five Hundred Dollars ($6,500.00) The total authorized compensation after this Amendment, including the original Professional Services Agreement and all previous Amendments, is outlined in th.e table below: C Change in Agreement Fee Running Fee Total Original Agreement - $12,000 Amendment #1 +$36,500 $48,500 Additional Agreement (2/19/2021) +$4,100 _ $52,600 • Amendment #2 +$3,600 $56,200 Amendment #3 +$35,800 $92,000 CLOMR Permit Fee +$6,500 $98,500 Amendment #4 +$29,800 $128,300 Amendment #5 +$6,000 $134,300 Amendment #6 +$6,500 $140,800 THIS AMENDMENT is subject to all provisions of the original Professional Services Agreement. THIS AMENDMENT, together with the original Professional Services Agreement and all previous amendments represents the entire and integrated AGREEMENT between the CLIENT and COMPANY. Version2.0 12172018 Page 347 of 378 Amendment #5 to Professional Services Agreement Hammond Avenue Bridge Over Sink Creek: Hydraulic Analysis 181817 Page 2 of 2 HRGreen. THIS AMENDMENT executed the day and year written above. Wayne Claassen Engineering & Surveying, Inc. VAArr By: Bill Claassen, P'E By: Teresa Stad elmann, delmann, PE, Principal HR GREEN, INC. Versionl.0 07012017 Page 348 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Randy Bennett, Public Works Division Manager Public Works Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving Sourcewell Contract No. 020221-SAM with SamSara Software of San Francisco, California, in the amount of $13,572.50 for the first year, and payments thereafter of $13,432.50 annually for a 36-month term, in conjunction with fleet tracking software for the Public Works Street Department, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION Requesting approval of contract with SamSara Software. SUMMARY STATEMENT AND BACKGROUND INFORMATION SamSara is a fleet tracking solution with real-time vehicle diagnostics. The SamSara contract includes hardware, licenses, and accessories for the city fleet. Software provides for online vehicle pre -checks and post -checks. It is a plug and play system using the OBD2 port of the vehicle. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES RUT Funds: 266-19-7100-1390 and 266-19-7200-1390 ALTERNATIVE ACTION LEGAL DESCRIPTION Page 349 of 378 ATTACHMENTS 1. SamSara Contract 13,572.50 Page 350 of 378 samsara QUOTE #Q-1243249 Issued 03-19-2024 Expires 04-19-2024 Sourcewell Contract #: 020221-SAM Quote Summary Samsara Inc 1 De Haro Street San Francisco, CA 94107 www.samsara.com Prepared For: City of Waterloo. 715 Mulberry Street Waterloo, Iowa 50703 Prepared By: Drew Walworth drew.walworth@samsara.com Hardware and Accessories Subtotal $0.00 Licenses License Term — 36 Months If shipping is "Pending" - Amount is pending due to size of order; Shipping and Handling subject to change. If Sales tax Is "Pending' — Final amount will be provided prior to payment "no fee charged on non-ACH charges (Canada Exempt) "Sales tax subject to change Shipping and Handling Upfront Hardware Sales Tax Annual License Sales Tax $140.00 $0.00 $0.00 First Year Payment $13,572.50 Payments Beginning Year Two $13,432.50 samsara.com Page 351 of 378 samsara SHIP TO Matt Boquist 625 Glenwood St Waterloo, Iowa, 50703-4063 United States Samsara Inc 1 De Haro Street San Francisco, CA 94107 www.samsara.com Hardware and Accessories Quantity Net Unit Price Total Price Vehicle loT Gateway, model VG54 HW-VG54-NA 52 $0.00 $0.00 VG54 Aux Cable CBL-VG-CAUX 35 $0.00 $0.00 Enhanced VG Series OBDII J1962 L-mount cable CBL-VG-COB&II-Y1 Enhanced VG Series J1939 or J1708 (9-pin) CBL-VG-CJ1939 28 27 $0.00 $0.00 $0.00 $0.00 RS-232 to USB Adapter ACC -RS232 18 $0.00 $0.00 Powered asset gateway HW-AG25 AG J1939 9pin cable CBL-AG-A9PIN 6 6 $0.00 $0.00 $0.00 $0.00 Vehicle loT Gateway, model VG54, for Heavy Duty Vehicles HW-VG54-NAH AG52 Powered Asset Gateway H W-AG52 3 $0.00 3 $0.00 $0.00 $0.00 CBL-AG-BPWR CBL-AG-BPWR 3 $0.00 Hardware Due $0.00 $0.00 Licenses Quantity Annual Unit Total Annual Price Price License for Asset Gateways LIC-AG2-ENT License for Basic Powered Asset Tracker LIC-AG-PWR-BASIC 6 3 $189.00 $139.50 Annual License Due $1,134.00 $418.50 $1,552.50 samsara.com 2 Page 352 of 378 samsara Bundles Samsara Inc 1 De Haro Street San Francisco, CA 94107 www.samsara.com License for Vehicle Gateways - Public Sector Only, No WiFi, No ELD LIC-VG-PS Quantity 55 Annual Unit Total Annual Price Price $216.00 $11,880.00 Annual License $11,880.00 Due samsara.com 3 Page 353 of 378 0 samsara Thank you for considering Samsara for your fleet. Samsara Inc 1 De Haro Street San Francisco, CA 94107 www.samsara.com Samsara provides real-time visibility, business -relevant tools, and powerful analytics that enable customers to increase the productivity of their fleets and reduce operating costs. A solution for your fleet is proposed below. What is included? Samsara's fleet tracking solution includes hardware accessories and a per - gateway license. Gateway licenses provide all ongoing elements of the service, including: - Real-time location and vehicle telematics - Dashboard access with unlimited administrator accounts - Driver App for iOS and Android devices with unlimited driver accounts - Over -the -air software feature upgrades - API access as it relates to features for integration with 3rd party systems - Maintenance and phone support Samsara does not include hidden costs in its licenses. If you want access to Samsara's full set of fleet features --including but not limited to WiFi hotspot and ELD capabilities --you will need to upgrade your license. Samsara reserves the right to audit usage of features unrelated to the solution as well as remove them from the Samsara Dashboard. samsara.com 4 Page 354 of 378 samsara Samsara Inc 1 De Haro Street San Francisco, CA 94107 www.samsara.com Payment Terms This order form includes a license fee for the Samsara Software associated with the Hardware to be paid annually and, if applicable, a one-time Hardware cost to be paid upfront (Net-30). The annual fees are payable by recurring wire transfer. All transfers are subject to a 3% processing fee unless the wire transfer is initiated by Samsara via ACH, in which case the 3% processing fee will be waived. Late payments are subject to a 1.5% per month late fee. If license payments are delinquent by 60 days, Samsara may suspend the Service until late payments are remitted. License Term The license term for the Samsara Software licenses purchased under this Order Form begins on the day Samsara activates the applicable Samsara Software license by providing you a claim number and access to the Hosted Software ("License Start Date"). If Hardware associated with a then-unactivated Samsara Software license will be shipped to you under this Order Form, such Samsara Software license will be activated on the day the Samsara Hardware ships. Notwithstanding the foregoing, if you are renewing the license term for a previously -activated Samsara Software license under this Order Form, the License Start Date for the renewal license term shall be the day that Samsara extends your access to the Hosted Software for the renewal license term. Samsara Hardware requires a valid license to function. Samsara may ship Hardware under this Order Form subject to a schedule as mutually agreed between the Parties or as determined by Samsara. To the extent such Hardware is associated with then-unactivated Samsara Software licenses, the Samsara Software license term for each such Hardware device will start on the day that device ships regardless of the shipment schedule for the other such Hardware devices. If all such Hardware is shipped in one shipment, the license term for all such Hardware will be the full license term under this Order Form. If such Hardware is shipped in multiple shipments, only the license term of such Hardware in the initial shipment will be such full license term. The license term of the remaining such Hardware shipped after the initial shipment will be set to match the then -remaining license term of the initial shipment, so that the license term for all such Hardware under this Order Form expires on the same date. The total cost of the licenses for such Hardware shipped after the initial shipment will be pro -rated based on their actual license term, rounded up to the nearest month, as compared to the full license term under this Order Form. Certain payment amounts under this Order Form assume that the entire order is fulfilled at the same time and are subject to potential reduction based on the actual schedule of order fulfillment. Support and Warranty Samsara stands behind its Products. Hardware Products that require a valid license to function come with a warranty that lasts as long as you maintain a valid license for such Hardware. All other Hardware Products, such as accessories, come with a one-year warranty, unless otherwise specified on the relevant Samsara data sheet. During the warranty period, Hardware exhibiting material defects will be replaced pursuant to our Hardware Warranty & RMA policy at www.samsara.com/support/hardware-warrantv. Additional support information can be found at www.samsara.com/support. Terms Unless otherwise set forth herein, your use and access of the Hardware, Products, and Services specified herein are governed by Samsara's terms of service found at https://www.samsara.com/legal/public-sector-customers-platform-terms-of-service, unless the Parties have entered into a separate terms of service agreement and/or a separate terms of service agreement is attached to this Order Form, in which case such separate terms of service agreement shall govern (the "Terms of Service'). You agree to be bound by the Terms of Service, samsara.com 5 Page 355 of 378 samsara Samsara Inc 1 De Hero Street San Francisco, CA 94107 www.samsara.com and any capitalized terms not defined herein shall have the meaning set forth in the Terms of Service. You further agree that any other Order Forms you enter into for the purchase of Products shall also be governed by the Terms of Service unless otherwise set forth in the applicable Order Form. For clarity, unless otherwise agreed by the Parties or approved by Samsara, the pricing and payment terms under this Order Form shall not apply to any such other Order Forms. The continuation of this Order Form one (1) year after the license start date and annually thereafter is contingent upon the appropriation of sufficient funds by Customer. If sufficient funds fail to be appropriated by Customer to provide for the continuation of the Order Form for Customer's then -subsequent fiscal year, Customer may terminate this Order Form with prior written notice effective as of the later of the date of the beginning of such subsequent fiscal year and the end of the then -current annual license period. If Customer so terminates this Order Form, Samsara shall be entitled to payment of and for: all amounts due as of the date of termination; deliverables in progress; liabilities, fees, or costs caused by such termination including for obligations that extend beyond the date of termination; and reasonable Order Form close-out costs. samsara,com 6 Page 356 of 378 samsara Notification of Confidentiality Samsara Inc 1 De Haro Street San Francisco, CA 94107 www.sarnsara.com Except as legally required under applicable public records request laws, provided that you use reasonable efforts to provide Samsara with advance notice of any such disclosure, you agree that the pricing and payment terms specified in this Order Form shall (i) be held in strict confidence; (ii) not be disclosed to any Samsara competitor or other entity, except as pre -approved in writing by Samsara; and (iii) not be used except to evaluate the suitability of the Samsara Products for your business. You will immediately notify Samsara in the event of any unauthorized use or disclosure under these terms. Violation of these obligations will cause irreparable harm to Samsara for which Samsara may obtain compensatory and timely injunctive relief from a court, as well as any other remedies that may be available, including recovery of all reasonable attorney's fees and costs incurred in seeking such remedies. Your obligations specified herein shall last until the pricing and payment terms herein are, through no fault or action by you, public. This Order Form is a legally binding agreement between you ("Customer") and Samsara Inc. ("Samsara"). IN WITNESS WHEREOF, Customer has caused this Order Form to be executed by its duly authorized representative. I confirm acceptance of this Order Form on behalf of the Customer identified herein and represent and warrant that I have full and complete authority to bind the Customer to this Order Form, including all terms and conditions herein." "Please confirm acceptance of this Order Form by signing below: Signature Print Name: Date: sarnsara.com 7 Page 357 of 378 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Bridgett Wood, Finance Director Finance Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution Approving Distribution of Preliminary Official Statement for $5,280,000* General Obligation Capital Loan Notes, Series 2024B; $720,000* Taxable General Obligation Capital Loan Notes, Series 2024C; and $20,000,000* General Obligation Capital Loan Notes, Series 2024D (*Dollar Amounts Subject to Change). RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 358 of 378 1. Waterloo (168) - Approve POS Proceedings 2024B-C-D GO CLN (02321131x7F7E1) 2. Waterloo (168) - PDF Letter of Instruction Approve POS 2024 B-C-D 2024 General Obligation Capital Loan Notes (02325176x7F7E1) Page 359 of 378 ITEMS TO INCLUDE ON AGENDA FOR APRIL 1, 2024 CITY OF WATERLOO, IOWA • Resolution Approving Distribution of Preliminary Official Statement for $5,280,000* General Obligation Capital Loan Notes, Series 2024B; $720,000* Taxable General Obligation Capital Loan Notes, Series 2024C; and $20,000,000* General Obligation Capital Loan Notes, Series 2024D (*Dollar Amounts Subject to Change) NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. Page 360 of 378 April 1, 2024 The City Council of the City of Waterloo, State of Iowa, met in session, in the Council Chambers, City Hall, 715 Mulberry Street, Waterloo, Iowa, at .M., on the above date. There were present Mayor Quentin Hart, in the chair, and the following named Council Members: Absent: Vacant: 1 Page 361 of 378 Council Member introduced the following Resolution entitled "RESOLUTION APPROVING DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT", and moved its adoption. Council Member seconded the Resolution to adopt. The roll was called and the vote was, AYES: NAYS: Whereupon, the Mayor declared the resolution duly adopted as follows: 2 Page 362 of 378 RESOLUTION NO. RESOLUTION APPROVING DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT WHEREAS, in conjunction with its Municipal Advisor, Speer Financial, Inc., the City has caused a Preliminary Official Statement to be prepared outlining the details of the proposed sale of $5,280,000* General Obligation Capital Loan Notes, Series 2024B; $720,000* Taxable General Obligation Capital Loan Notes, Series 2024C; and $20,000,000* General Obligation Capital Loan Notes, Series 2024D (*Dollar Amounts Subject to Change) (the "Notes"); and WHEREAS, the Council deems it in the best interests of the City and the residents thereof to approve distribution of the Preliminary Official Statement in connection with the offering of the Notes. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, STATE OF IOWA: Sectionl. That the Preliminary Official Statement in the form presented to this meeting be and the same hereby is approved as to form and deemed final for purposes of Rule 15c2-12 of the Securities and Exchange Commission, subject to such revisions, corrections or modifications as the Mayor and Clerk, upon the advice of bond counsel, disclosure counsel, and the City's Municipal Advisor, shall determine to be appropriate, and is authorized to be distributed in connection with the offering of the Notes for sale. PASSED AND APPROVED this 1st day of April, 2024. ATTEST: Kelley Felchle, City Clerk Quentin Hart, Mayor 3 Page 363 of 378 STATE OF IOWA COUNTY OF BLACK HAWK CERTIFICATE ) ) SS ) I, the undersigned City Clerk of the City of Waterloo, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Council hereto affixed this day of , 2024. (SEAL) 02321131\11310-168 Kelley Felchle, City Clerk, City of Waterloo, State of Iowa Page 364 of 378 rt AHLERS COONEY ATTORNEYS March 20, 2024 VIA E-MAIL Kelley Felchle City Clerk 715 Mulberry Waterloo, Iowa 50703 Ahlers & Cooney, P.C. Attorneys at Law 100 Court Avenue, Suite 600 Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com Kristin B. Cooper 515.246.0330 kcooper@ahlerslaw.com Re: Approval of Preliminary Official Statement — $5,280,000* General Obligation Capital Loan Notes, Series 2024B; $720,000* Taxable General Obligation Capital Loan Notes, Series 2024C; $20,000,000* General Obligation Capital Loan Notes, Series 2024D (*Dollar Amounts Subject to Change) Dear Kelley: With this letter we are including proceedings to cover approval of the Preliminary Official Statement for the sale of the above -mentioned Capital Loan Notes. This Resolution approves the Official Statement and authorizes its distribution with respect to the above -referenced issues. Please provide the draft Official Statement to Council and others who would have knowledge about the items addressed in the Official Statement. Preparation of the Official Statement is subject to Federal Securities Law regulation, and you should be certain that any facts and representations contained in the Official Statement are both accurate in all material respects and not omitting any information material to the City's financial condition, to and including the date of the delivery of the Notes. Please print and return one original copy of the proceedings to our office. We would also appreciate an electronic scan. In the near future, we will send proceedings for the acceptance of a purchase proposal from Piper Sandler & Co. Please let us know if you have any questions. Very truly yours, Ahlers & Cooney, P.C. Kristin Billingsley Cooper FOR THE FIRM WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER, AHLERS & COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. - 1990 Page 365 of 378 March 20, 2024 Page 2 KBC:seb Enclosures cc: LeAnn Even, Deputy City Clerk, City of Waterloo (via email w/ encl.) Bridgett Wood, Finance Manager, City of Waterloo (via email w/ encl.) Kim Bahr, Financial Analyst, City of Waterloo (via email w/ encl.) Noel Anderson, Planning and Zoning Director, City of Waterloo (via email w/ encl.) Nancy Higby, Administrative Secretary, City of Waterloo (via email w/encl.) Maggie Burger/Charlotte Nielsen, Speer Financial (via email w/encl.) 02321132\11310-168 Page 366 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT David Eckert, Library Director Library Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution accepting a Professional Services Proposal from Advanced Environmental Testing and Abatement, Inc., in the amount of $13,490.00, for asbestos removal in the northeast section of the library, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION Approve resolution. SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. Waterloo Library Page 367 of 378 Page 368 of 378 Page 1 of 1 Proposal Proposal Submitted To: City of Waterloo David Eckert 415 Commercial Street Waterloo, IA 50701 Project & Address: Waterloo Library NE section of main floor in Library 415 Commercial Street Waterloo, IA 50701 Phone: 870-754-9118 Date: 03/25/2024 Email: deckert@waterloopubliclibrary.org ADCED ENVI ISONMENTAL 1 1, 1 1 ri ,1 ,411 .1 11 1 f. f 1, 11 4 1 1,1, 803 Ricker St Waterloo, IA 50703 Phone: 319-287-4447 Fax: 319-287-4449 WE HEREBY PROPOSE to furnish all the materials, equipment and perform all labor for the completion of: Removal & disposal of acm mastic from the NE section of the library. Price includes carpet and floor tile removal as well. There is approximately 3300 sq. ft. of carpeting, floor tile, & mastic to remove. PROPOSAL INCLUDES: (1) Daily OSHA required personal & excursion air monitoring State of Iowa requires a ten (10) working day notification by the contractor prior to commencement of work. OWNER'S RESPONSIBILITIES (initials required on all lines): (1) Provide all required utility services (water/electric) (2) Removal of all items from work area (already done) MISC ACKNOWLEDGMENTS (initials required on all lines): (1) Price does NOT include any of the non -asbestos mastic on the west section that was NOT asbestos WE PROPOSE to furnish material and labor, complete in accordance with the above specifications for the sum of: Thirteen Thousand Four Hundred Ninety Dollars ($13,490.00) TERMS: Net 30 days All work is guaranteed to be as specified. All work to be completed in a workmanlike manner according to specified practices. Any alteration or deviation from the above specifications involving extra costs will be executed only upon written orders and will become an extra charge above the estimate. All agreements contingent upon strikes, accidents or delays beyond our control. Owner to carry fire, tornado, and other necessary insurance. We carry general liability insurance and our workers are fully covered by workers compensation insurance. NOTE: This proposal may be withdrawn by us if not accepted within 30 days. Respectfully Submitted, ADVANCED ENVIRONMENTAL TESTING AND ABATEMENT, INC Jay Llewellyn ACCEPTANCE OF PROPOSAL The price, specifications and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Payment(s) will be made as outlined above. Signature: Date: Name & Title (PRINT): Page 369 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Paul Huting, Leisure Services Director Leisure Services Department MEETING DATE April 1, 2024 AGENDA ITEM TITLE Resolution approving Supplemental Agreement No. 1 to a Professional Services Agreement originally executed on March 20, 2023, with AECOM Technical Services of Waterloo, Iowa, in an amount not to exceed $21,000.00, in conjunction with conceptual design and visual renderings of proposed improvements at Riverfront Stadium, and authorizing the Mayor to execute said documents. RECOMMENDED COUNCIL ACTION Approve resolution and authorized Mayor to sign agreement SUMMARY STATEMENT AND BACKGROUND INFORMATION Supplemental agreement for conceptual design development, visual renderings of proposed improvements, a flyover video rendering of proposed improvements and project administration for Riverfront Stadium Improvements. The original professional agreement covered the inspection of the grandstand at Riverfront Stadium for potential repairs and created a cost estimate to use for budgeting for those repairs. NEIGHBORHOOD IMPACT Repairs at Riverfront Stadium will create a welcoming and safe environment for all visitors to the stadium. DATA, ANALYSIS, AND STRATEGIES Strategy 4.5: Maintain and develop community services and city facilities that support the quality of life IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Riverfront Stadium Improvement Funds ALTERNATIVE ACTION Page 370 of 378 LEGAL DESCRIPTION ATTACHMENTS 1. SA1 WAT Riverfront Stadium Improvement Renderings Page 371 of 378 AECOM AECOM 319-232-6531 tel 501 Sycamore Street 319-232-0271 fax Suite 222 Waterloo, Iowa 50703 www.aecom.com CITY OF WATERLOO, IOWA WATERLOO RIVERFRONT STADIUM RIVERFRONT STADIUM IMPROVEMENT RENDERINGS SUPPLEMENTAL AGREEMENT NO. 1 WHEREAS, a Professional Services Agreement was entered into between the City of Waterloo (Client), 715 Mulberry Street, Waterloo, Iowa, and AECOM Technical Services, Inc. (ATS), 501 Sycamore Street, Suite 222, Waterloo, Iowa, dated March 30, 2023, for a structural assessment of the grandstands at Riverfront Stadium; and WHEREAS, the Client and ATS now desire to enter into Supplemental Agreement No. 1 for conceptual design and visual renderings of proposed improvements at Riverfront Stadium. NOW THEREFORE, it is mutually agreed to amend the original Professional Service Agreement as follows: I. PROJECT DESCRIPTION The Project consists of physical improvements and upgrades to the Waterloo Riverfront Baseball Stadium planned to be completed over the next several years. These improvements are estimated to be in the five -to -six -million -dollar range. Potential improvements to the stadium include demolition and replacement of the 3rd base bleachers, grandstand repairs, expansion of box seating and additional seating in the grandstands and updating of the left field bleacher seating. Other improvements anticipated are improvements to the first base party deck, outfield wall replacement, replacement of video board, additional lighting, replacement of backstop netting, restoration of concrete walls around perimeter of field, repairs to the dugouts and chip sealing of the parking lot. II. SCOPE OF SERVICES The Scope of Services for this supplemental agreement will encompass and include work, services, materials, equipment, personnel and supplies necessary to provide concept design development, four visual renderings of the proposed improvements, a flyover video rendering of the proposed improvements and project administration. The Scope of Services is further defined by the following tasks: Task 1 — Concept Design Development. This task includes developing the concept design of the stadium improvements to be used in development of the renderings. Task 2 - Modeling and Four Renderings. This task includes development of the stadium model in Revit and adding the proposed improvements for development of four visual renderings of the improvements. This task includes formatting and layout of the renderings in addition to post - production. Task 3 — Quality Control Reviews. This task includes internal reviews and revisions in addition to quality control reviews of the renderings. Task 4 — Final Revisions / Client Reviews. This task includes review of the visual renderings with the Client and completing final revisions based on comments received. The task includes final preparation and submittal of the renderings. Page 372 of 378 AECOM Page 2 Task 5 — Fly Over Video. This task includes preparation of a fly over video of the proposed improvements. The Client's video production team would provide the base flyover video and still shots of the stadium with the Client's drone similar to what has been completed for past projects. Task 6 - Project Administration. This task includes project administration and coordination throughout the project development. This task also includes two project design team meetings. III. COMPENSATION Compensation for the above services will be on an hourly basis in accordance with Part VI of the original agreement and shall be integrated with the fees in the original agreement. The total compensation for these services is an estimated fee of Twenty -One Thousand Dollars ($21,000.00) and will not be exceeded without authorization from the Client. IV. In all other respects, the obligations of the Client and the Consultant shall remain as specified in the Professional Services Agreement dated March 30, 2023. IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Agreement No. 1 as of the dates shown below: APPROVED FOR CITY OF WATERLOO APPROVED FOR AECOM Technical Services, Inc. By: By: Printed Name: Title: Date: Quentin Hart Printed Name: Douglas W. Schindel, P.E Mayor Title: Date: Vice President L:\Secure_DCS\Administration\AGREE\SUPPLE\SA2 WAT Sunnyside Creek Improvements.docx Page 373 of 378 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE Kelley Felchle, City Clerk April 1, 2024 City Clerk Department AGENDA ITEM TITLE An ordinance amending the payment of fees under the Rental Housing Code. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION The purpose of this ordinance is to make the payment of outstanding fees owed to the city a condition of keeping a rental housing permit, rather than a condition for receiving a permit. This change will help to streamline the application process. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. Rental Ord. 4.1.2024 Council Meeting Page 374 of 378 Page 375 of 378 ORDINANCE NO. XXXX AN ORDINANCE AMENDING THE CITY OF WATERLOO CODE OF ORDINANCES BY REPEALING SUBSECTION 5A(2), PAYMENT OF FEES, OF CHAPTER 7, RENTAL HOUSING, TITLE 9, BUILDING REGULATIONS, AND AMENDING SUBSECTION 6A(2) OF CHAPTER 7, RENTAL HOUSING, TITLE 9, BUILDING REGULATIONS. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA AS FOLLOWS: Section 1. That Subsection 5A(2), Payment of Fees, of Chapter 7, Rental Housing, Title 9, Building Regulations is hereby repealed. Section 2. That Subsection 6A(2) of Chapter 7, Rental Housing, Title 9, Building Regulations, is amended to read as follows: 2. Failure to pay all fees, charges, penalties, and assessments owed to the City of Waterloo in a timely manner, except for such fees, charges, penalties, or assessments which may be the subject of an active appeal. Section 3. Severability: If any section, provision, or part of this ordinance shall be adjudged invalid or unconstitutional, such adjudication shall not affect the validity of this chapter as a whole or any section, provision or part thereof not adjudged invalid or unconstitutional. INTRODUCED: , 2024 PASSED 1st CONSIDERATION: , 2024 PASSED 2nd CONSIDERATION: , 2024 PASSED 3rd CONSIDERATION: , 2024 PASSED AND ADOPTED this th day of 2024. ATTEST: Kelley Felchle, City Clerk SEAL Quentin Hart, Mayor Page 376 of 378 BEFORE THE WATERLOO CITY COUNCIL IN RE: SNACK SHACK ORDER 4335 TEXAS STREET ASSESSING PENALTY WATERLOO, IOWA 50702 FIRST VIOLATION On this 1st day of April 2024, after a public hearing on the matter, the Waterloo City Council finds that based upon evidence submitted by the City Attorney's Office, the above - captioned permittee committed a first violation of Iowa Code §453A.2(1), selling, giving, or otherwise supplying any tobacco, tobacco products, or cigarettes to any person under twenty-one years of age. THEREFORE, the Waterloo City Council orders that a civil penalty be remitted by the above -captioned permittee, to the City of Waterloo, check made payable to the City of Waterloo, on or before Pt day of May 2024, (30 days from the date of this Order). This sanction will count as a First Violation of Iowa Code Section 453A.2(1), pursuant to Iowa Code Section 453A.22(2)(a). Be advised that failure to pay the civil penalty by this date shall result in the automatic permit suspension for a period of fourteen (14) days in addition to the $300.00 fine. Quentin Hart, Mayor ATTEST: Kelley Felchle, City Clerk Page 377 of 378 Page 378 of 378