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HomeMy WebLinkAbout11.25.2024 Telecom Board Agenda - Special Session BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Ritch Kurtenbach Mike Young Amy Wienands City Council Liaison: Rob Nichols November 25, 2024 City Council Chambers 4:00 p.m. 1. Roll call. 2. Approval of the agenda, as presented. 3. Approval of minutes of November 14, 2024, special session, and November 20, 2024, regular session, as presented. 4. Public hearing on adopting the FY2025 budget 4.1. Motion to open the hearing and receive and file proof of publication of notice of public hearing. 4.2. Motion to close the hearing. 4.3. Resolution adopting the FY2025 budget. 5. Resolution approving an Employment Agreement with Ross Horbach. 6. Motion creating a systems engineer position within Waterloo Fiber. 7. Adjourn. Kelley Felchle Board Secretary WATERLOO Telecommunications Utility Board of Trustees TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES City Council Chambers November 14, 2024 4:30 p.m. 1. Members present: Mr. Van Fleet, Mr. Kurtenbach, Mr. Young and Mr. Batemon. Ms. Wienands was absent. 2. Moved by Kurtenbach seconded by Young that the agenda, as presented, be approved. Voice vote-Ayes: Four. Motion carried. 3. Moved by Batemon seconded by Kurtenbach that the minutes of October 30, 2024, special session, as presented be approved. Voice vote-Ayes: Four. Motion carried. 4. Moved by Kurtenbach seconded by Young to adopt a resolution rescheduling date of hearing to adopt the FY2025 budget as November 25, 2024, at 4:00 p.m., and directing publication of said notice. Kelley Felchle, Board Secretary, explained that rescheduling was necessary as the available publication times could not meet code requirements. Roll Call vote-Ayes: Four. Motion carried. Resolution No. 2024-18. 5. Public hearing on adopting the FY2025 budget – Hearing canceled and rescheduled to November 25, 2024. 6. Moved by Kurtenbach seconded by Batemon to adopt a resolution approving hiring Eric Schumacher to the position of Field Locate Technician, at a rate of $21.00 per hour plus benefits, effective December 2, 2024, and subject to a background check and pre- employment physical. Eric Lage, General Manager, provided an overview of the position and employment background of Eric Schumacher. Roll Call vote-Ayes: Four. Motion carried. Resolution No. 2024-19. 7. Moved by Kurtenbach seconded by Young to adopt a resolution amending the Resolution adopted September 6, 2023, authorizing the issuance of Taxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series 2023, and authorizing execution and delivery a Replacement Note. Maggie Burger, Speer Financial, explained the purpose of the amendment is to increase the taxable working capital debt from two million to four million dollars, and lowering the interest rate from 6 percent to 5.75 percent. In addition, the callable date for the full 4 million has been extended to December 21, 2026. Maggie provided a general description of upcoming financials. Roll Call vote-Ayes: Four. Motion carried. Resolution No. 2024-20. Eric Lage, General Manager, commented on the successful turn out for the Go Live event and shared that tonight the have a booth and are also sponsoring the Strictly Business event by Grow Cedar Valley. Steve Nadel, Ahlers and Cooney, provided an overview of his next steps regarding Maggie Burger’s update on funding. 8. Adjourn. With no further business before the board, it was moved by Kurtenbach seconded by Batemon that the meeting be adjourned at 4:14 p.m. Voice vote-Ayes: Four. Motion carried. Page 2 Kelley Felchle Board Secretary TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES Council Chambers November 20, 2024 4:00 p.m. 1. Members present: Mr. Van Fleet, Mr. Kurtenbach and Mr. Young. Ms. Wienands joined the meeting at 4:12 p.m. Absent: Mr. Batemon. 2. Moved by Kurtenbach seconded by Young that the agenda, be approved. Voice vote- Ayes: Three. Motion carried. 3. Public hearing on the FY2025 Prefabricated Shelter at 1700 Idaho Street, Contract No. 1112. 3.1. Moved by Kurtenbach seconded by Young to open the hearing and receive and file proof of publication of notice of public hearing. Voice vote-Ayes: Three. Motion carried. 3.2. Moved by Kurtenbach seconded by Young to close the public hearing. Voice vote-Ayes: Three. Motion carried. 3.3. Moved by Kurtenbach seconded by Young to adopt a resolution confirming approval of plans, specifications, form of contract, etc., and authorizing to proceed. Roll Call vote-Ayes: Four. Motion carried. Eric Lage, General Manager, explained that only one bid was received. This bid includes the shelter, the DC power system and the generator. It does not include the civil work. The bid came in at a little over $308,000.00. Cell Site Solutions who were awarded the bid on the first shelter, is a subcontractor under HM Cragg. Mr. Van Fleet questioned the cost of the civil work. Eric Lage commented the that civil work is estimated at approximately $55,000.00, which is like the first shelter. Mr. Van Fleet questioned if the pricing had been negotiated. Eric Lage commented that he spoke with HM Cragg about the pricing, but they felt because they competitively bid through the RFP process there wasn’t much room for negotiation. The board members discussed project costs and timelines with Eric Lage. 3.4. Moved by Kurtenbach seconded by Wienands to adopt a resolution approving award of bid to HM Cragg, of Edina, Minnesota, in the amount of $308,879.69, approving the contract, bonds, and certificate of insurance, in conjunction with Page 2 the FY2025 Prefabricated Shelter at 1700 Idaho Street, Contract No. 1112. Roll Call vote-Ayes: Four. Motion carried. Resolution No. 2024-21. Mr. Van Fleet commented that if it is possible, he would like to see a cost not to exceed as contingency on that approval. The board members discussed the issue with Eric Lage and Kelley Felchle. Kelley Felchle, Board Secretary, commented that they would look into the possibility, and if it is not something that can be added after the fact, that wording could be added to the next RFP. 4. Moved by Kurtenbach seconded by Young to adopt a resolution authorizing official banking signatures. Roll Call vote-Ayes: Four. Motion carried. Resolution No. 2024- 22. Kelley Felchle, Board Secretary, explained that because Doug Anderson was added to staff, he needed be added to the official banking signatures list. Mr. Kurtenbach questioned if there was a financial policy in place that would include the list of official signatures. Kelley Felchle explained that the resolution will list where our bank accounts are located with what financial institutions and who the individuals are that are authorized on the account. 5. Update from the General Manager of Telecommunications and consultants. Eric Lage, General Manager, commented on the opportunity he had today to speak with the public and give presentations to the Coalition and the Spokesman’s Club. Mr. Young commented that Eric, Erin and Ross did a fantastic job. There was a lot of interest and questions. Kelley Felchle, Board Secretary, shared that at Monday night’s council meeting, Waterloo Fiber got a shout out from two city council members, Mr. Boesen and Mr. Chiles who have both recently been connected and they each had great things to say about Waterloo Fiber and their experiences so far. She commented that they met with PDCM on Monday and Tuesday for an HR update, and said that they are also helping with drafting a starting point for evaluations for all of the staff. Michael Reagan, ENTrust, commented that they have turned over task orders one and two for activations and expect to turn over task three by Thanksgiving. He shared that additional task orders in Phase II have been released and are continuing Page 3 underground conduit installation. Now with the bid package for the shelter on Idaho Street we will begin working on the civil work specifications. Kelley Felchle commented that the budget hearing will be held on November 25, 2024, at 4:00 p.m. We will need to be sure we have at least three board members present. 6. Adjourn. With no further business before the board, it was moved by Van Fleet seconded by Young that the meeting be adjourned at 4:22 p.m. Voice vote-Ayes: Four. Motion carried. Kelley Felchle Board Secretary Aug-14Department of ManagementNAME OF ENTERPRISEREVENUES DETAIL2025(specify if budget is fiscal or calendar year)Budget Re-Estimated Actual(specify budget years)2025 2024 2024Beginning Fund Balance390418,500 00Use of Money & Property398Charges for Services: Hospital411Water404Sewer405Electric406Gas407Telecommunications408 2,152,000 5,000 0Total Charges for Services4142,152,000 5,000 0Miscellaneous416Other Financing Sources:Operating Transfers In417Proceeds of Long Term Debt418 29,350,000 20650000Proceeds of Fixed Asset Sales419Total Revenues - All Sources42131,920,500 20,655,000 0EXPENDITURES DETAILBudget Re-Estimated Actual(specify budget years)2025 2024 2024Expenditures:Hospital338Water360Sewer357Electric361Gas362Telecommunications363 31,695,159 20,236,500Total Expenditures:38631,695,159 20,236,500 0Transfers Out387 0Ending Fund Balance 388225,341 418,500 0Total Expenditures & Transfers Out38931,920,500 20,655,000 0Waterloo Telecommunications Utility EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into effective as of October 31, 2024, by and between the Waterloo Teleconununieations Utility, Waterloo, Iowa, dlbla Waterloo Fiber, a municipal communications utility (the "Employer"), and Ross Horbach (the "Employee"), each of whom understand as follows: WHEREAS, Employer desires to employ the services of Employee to serve in the capacity of Products and Services Manager; and WHEREAS, it is the desire of the Board of Trustees of the Waterloo Telecommunications Utility (hereinafter the "Board"), to provide certain benefits, establish certain conditions of employment, and set working conditions of said Employee; and WHEREAS, it is the desire of Employer to secure and retain the services of Employee, to provide inducement for him to continue to remain in such employment, and to provide a means for terminating Employee's services al such time as he may be unable to fully discharge his duties or when Employer may otherwise desire to terminate his employment; and WHEREAS, Employee desires to be employed as Products and Services Manager of the Waterloo Telecomnnmications Utility. NOW, THEREFORE, in consideration of the nnrhral covenants herein contained, the parties agree as follows: 1. Term of Agreement 1.1. Employee understands that he serves as Products and Services Manager at the discretion of the General Manager of Teleconnnunieations (the "General Manager"). Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the General Manager to terminate the services of the Employee, at arty time, subject only to the provisions set forth in this Agreement. 1.2. This Agreement shall expire on October 31, 2029, or upon termination of Employee's employment, whichever occurs first The Agreement shall be renewed for an additional five-year term unless one parry delivers to the other party a written notice ofnon-renewal on or before October 31, 2029. 1.3. Nothing shall prevent, limit or otherwise interfere with the right of the Employee to resign at any time from his position with the Employer, subject only to the provisions set forth in this Agreement. 2. Compensation 2.1. Base Salary: Employer agrees to pay Employee an annual base salary of $8Q000.00 per calendar year payable biweeldy in equal installments. Effective January 1 of each calendar year, commencing on January 1, 2025, Employee's annual base salary shall be increased by 2% as a cost -of -living adjustment. The amount of the annual base salary shall be set by Board resolution, which resolution, when adopted, shall become part of this section of the Agreement. This Agreement shall be automatically amended to reflect any other salary adjustments provided or required by the Employer's compensation policies. 2.2. Customer Si ig -up Incentive Pay: In recognition of the vital role that the Employee serves in operating the Employer's business and ensuring the timely and high -quality delivery of services to the Employer's customers, and as an incentive for the Employee to oversee and direct a customer -driven organization so as to subscribe and maintain the greatest number of customers for the services offered or to be offered by the Employer, the Employer desires to offer incentive compensation to the Employee as described in the Waterloo Fiber Incentive Compensation Plan. Each calendar year during the term of this Agreement, the Employee shall be entitled to receive an incentive payment (the "Incentive") calculated as set forth in said Plan. Except as set forth in Section 2.3 below, the Employer shall pay the Incentive to the Employee no later than March 31 of the following year. 2.3. Lncentive Forfeihue and Repayment: Notwithstanding anything to the contrary in Section 2.2, Employee shall forfeit the Incentive in its entirety if, at any time before the Incentive is paid, (a) the employment of Employee is terminated for cause, as defined in Section 5 below, or (b) such employment is terminated for reasons other than cause but Employee has violated any of the restrictive covenants set forth in Section 13. If, during any post -employment period in which the restrictive covenants set forth in Section 13 are in force, the Employee is found to have engaged in conduct that violates any of such restrictive covenants, then in the Employer's sole discretion and upon written demand the Employee shall be required to repay to the Employer the most recent Incentive payment received by the Employee. In addition to other methods, repayment may occur by offset against any severance payments owed. 2.4. Employer shall not, at any time during this Agreement, reduce the base salary or other benefits of Employee, except to the degree that such reduction occurs across-the-board for all employees of Employer. ]'his provision shall not apply to the incentive pay structure detailed in Section 2.2 of this Agreement. 2.5. The Employee may be eligible to receive none -time base salary inm•ease of $5,000.00 after April 3Q 20255 for completiou of a successful first six months of employment. The Employee may be eligible to receive a final, one-time base salary increase of $5,000.00 after October 31, 2025, for completion of a successful fist year of employment, The one-time base salary increases shall be conditioned on completion of satisfactory six month and one-year performance evaluations. The performance evaluations shall be conducted in accordance with Section 3 of this Agreement, 3, Perfm4mance 1;valuation 3.1. The General Manager shall review and evaluate the performance of the Enployee at least once annually. Said review and evaluation will be fair and reasonable based on the Employee's job description on file and job performance based on criteria developed by Employer, Further, the General Manager shall provide the Employee with a summary written statement of the General Manager's performance review and evaluation and provide an adequate opportunity for the Employee to discuss his evaluation with the General Manager. 2 3.2. Annually, the General Manager and Employee shall define such goals and performance objectives which they determine necessary for the proper operation of the Waterloo Teleconvnunications Utility and in the attainment of the Board's policy objectives and shall further establish a relative priority among those goals and objectives, said goals and objectives to be reduced to writing. They shall generally be attainable within the time limitations as specified and the annual operating and capital budgets and appropriations provided. 3.3. In effecting the provisions of this section, the General Manager and Employee mumally agree to abide by the provisions of the applicable law. 4, Resignation 4.1. Ilt the event Employee voluntarily resigns his position with Employer during his employment, Employee shall give Employer thirty (30) days' written notice in advance unless the parties mutually agree otherwise. A.2. In the event Employee vohmtarily resigns his position with Employer during employment and provides written notice, Employee shall receive payment for unused vacation, sick and personal time and other benefits usually paid other Employees at separation pursuant to Employer's policies and procedures, unless otherwise specified in this Agreement. 4.3. If' Employee does not provide proper written notice and vofintarily resigns from this position with Employer during employment, Employee shall not be entitled to receive any severance benefits, except he shall be eligible to receive payment of unused vacation, sick and personal time consistent with what is usually paid to other employees who voluntarily resign without proper written notice. 5, Termination for Cause 5.1. Employer may immediately terminate this Agreement at any time for cause. If Employee is terminated for cause, he shall receive no severance pay, except he shall be eligible to receive payment for unused vacation, sick and personal time and other benefits usually paid other Employees who are terminated for cause pursuant to the Employer's policies and procedures. 5.2. For purposes of this Agreement, the term "for cause" shall mean, in the General Manager's judgment, (a) serious misconduct, including but not limited to conduct, whether personal or professional, that may bring public embarrassment or disgrace to the Employer, (b) conviction of a serious violation of law or regulations, (c) documented unsatisfactory performance consistent with regulations set forth in the employee handbook, (d) failure to meet goals and performance objectives set by the Board, or (e) material breach of any of the terms of this Agreement, particularly including but not limited to any of the restrictive covenants set forth in Section 13. 6. Termination Without Cause; Severance 6.1, In the event Employer wishes to terminate employment without cause, it may do so by giving the Employee 30 days' notice iu writing. In such event, the Employee, if reduested by the Employer, shall continue to render his services and shall be paid his regular compensation to the date of termination per the written notice. 6.2. Upon termination without cause the Employee shall be entitled to 90 calendar days of severance pay from the termination date and payment of unused vacation, sick and casual time and other benefits usually paid other Employees at termination pursuant to Employer's policies and procedures, 6.3. All health insurance benefits the Employee is participating in at the time of separation shall also continue for 90 calendar days after the date of employment termination. 6.4. With respect to auy severance payments made to the Employee, the Employer agrees to pay the Employee every two weeks equal to 90 calendar days' aggregate salary minus any and all applicable taxes, plus continue paid health insurance payments for the same duration. 7. Health and Dental, Disability, Pension and Life Insurance Benefits Employer will provide for leaves of absence and other benefits, including health and dental insurance, life insurance, pension plan, and disability coverage that are consistent with the Employer's policies and procedures. 8. Work Homs 3.1. It is recognized that Employee most devote a significant time outside the normal office hours to the business of the Employer, and to that end Employee will be allowed appropriate flexibility in his normal office howl, as approved by the General Manager. 9. Paid Time Off - Sick, Vacation, Personal, and Holidays 9.1. Sick Time: Employee will be credited 16 hours of sick time upon employment through December 31, 2024. A bank of 96 hours of sick time will be accrued annually on January 1 of each calendar year, commencing on January 1, 2025, 9.2. Personal Time: On January 1, 2025, and January 1 of each calendar year thereafter Employee will receive 32 hours of personal time. 9.3. Vacation Time: Employee will be credited 24 hours of vacation time upon employment tln•ough December 31, 2024. A bank of 160 hours of vacation lime will be accrued annually on January I of each calendar year, commencing on January 1, 2025. 9.4. Holidays: Employee is considered to be on -call twenty-four (24) bouts a day; however, unless his services are needed, the Employee shall not be required to work on those days which have been designated as holidays by the Waterloo Telecommunications Utility, 10. Retirement 10.1. The IPERS pension plan will be available for the Employee to participate. The Employer will contribute the state mandated employer match into the plan. 11. General Business Expenses 11.1. Professional Dues and Subscriptions: Employer agrees to budget for and to pay for reasonable professional dues and subscriptions of the Employee necessary for continuation and full participation in national, regional, state, and local associations, and organizations necessary and desirable for the Employee's continued professional participation, growth, and advancement, and for the good of the Employer. 11.2. The Employer aclarowledges the valve of having Employee participate and be directly involved in local civic clubs or organizations, Accordingly, Employer shall pay for the reasonable membership fees and/or dues to enable the Employee to become an active member in said clubs or organizations. 11,3. Travel Expense: Employer agrees to pay Cor eligible and properly approved travel expenses of Employee according to policies and procedures adopted by the Board. Receipts for all expenses, meeting agendas, Employee expense reports and any other documents required by policy shall be attached to paperwork submitted for payment, in accordance with bill payment policies and procedures adopted by the Board. Such documents shall be submitted as soon as possible after expenses are incurred. 11.4. The Utility agrees to reimburse the Employee for approved expenses as soon as possible after proper documentation is provided. Reimbursement will be made in accordance with the Utility's bill payment schedule. 1 I.S, Employer shall fin•nish the Employee all equipment, material, manpower and transportation necessary to the efficient performance of the official duties of Employee's position as determined by the Board. 12, Miscellaneous 12.1. Employee shall perform those duties as outlined in the job description approved by the Board, which establislres the Products and Services Manager position. 12.2. Employee shall devote his full time and talents to the best of his ability and to the best interest of the Waterloo Telecommunications Utility, in the discharge of his duties. 12.3. The employment provided for by this Agreement shall be the Employee's primary employment. Any outside activity or employment duties may only be performed by Employee during Employer non -working hours and must not interfere with Employee's ability to properly perform his job duties for Employer or pose a conflict of interest with Employer. When such outside employment consists of professional consultation or other related services, prior approval must be received from the General Manager, 12.4. Employer agrees that it shall defend, hold harmless, and indemnify the Employee against any tort, professional liability from all demands, claims, suits, actions, errors, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee's duties in legal proceedings brought against him in his individual capacity or in his official capacity, provided the incident arose while he was acting within the scope of his employment and not attributable to the Employee's gross negligence or willful misconduct. 12.5. If in the good faith opinion of the Employer and Employee, conflict exists as regards to the defense of any such claim between the legal position of the Employer and the Employee, the Employee may engage counsel, in which event the Employer shall indemnify the Employee for the reasonable cost of legal counsel. 12.6. The Employer agrees to pay all reasonable litigation expenses of Employee throughout the pendency of any litigation to which the Employee is a party, witness or advisor to the Employer. Such expense payments shall continue beyond Employee's service to the Employer as long as litigation is pending. 12.7. Employer agrees to pay Employee reasarable consulting fees and travel expenses when Employee serves as a witness, advisor or consultant to Employer regarding pending litigation, if the Employee is no longer working for the Employer at that time. 12.8. Employer shall bear the firll cost of any fidelity or other bonds required of the Employee under any law. 12.9. Employee acknowledges that the Employer is in an organizational phase and certain policies and procedures relating to the organization are being developed. Employee agrees to work with the General Manager to develop policies and procedures for the Employer and abide by such policies and procedures upon adoption by the Board. 13, Reshictive Covenants 13.1. Covenant Aeainst Disclosure of Confidential Infonvation: During the term of Employee's employment with the Employer, and at any time after the voluntary or involuntary termination of Employee's employment with the Employer for any reason whatsoever, Employee shall not use for any purpose other than the Employer's purposes, or disclose to any person or entity except as necessary in the ordinary conduct of Employer's business and subject to the recipient's execution of a non -disclosure agreement, any confidential information acquired during the course of his employment with the Employer. Employee shall not, directly or indirectly, copy, take, or remove from the Employer's premises, any of the Employer's books, records, customer lists, or any other documents or materials. The term `confidential information" as used in this Agreement includes, but is not limited to, records, lists, and knowledge of the Employer's customers, methods of operation, plans, processes, trade secrets, and personnel records, as the same may exist From time to time, subject to such disclosures are may be required tinder the Iowa Open Records Law. 13.2. Non -solicitation of Customers: During the term of Employee's employment with the Employer and for a period of two (2) years from the voluntary or invohurtary termination of Employee's employment with the Employer for any reason whatsoever, Employee shall not solicit, induce, or attempt to induce any past or current customer of the Employer (a) to cease doing business in whole or in part with or through the Employer; or (b) to do business with any other person, firm, partnership, corporation, or other entity which performs services materially similar to or competitive with those provided by the Employer. 13.3. Non -solicitation of Employees: During the term of Employee's employment with the Employer and for a period of two (2) years fi•om the voluntary or involuntary termination of Employee's employment with the Employer for any reason whatsoever, Employee shall not solicit for employment or employ, or solicit for engagement or engage as an independent contractor, any employee of the Employer, nor induce, influence, recruit, encourage or otherwise attempt to cause any employee of the Employer to terminate his or her employment with the Employer. 13.4. Remedies: In addition to all the remedies otherwise available to the Employer, including, but not limited to, recovery from Employee of damages and reasonable attorneys' fees incurred in the enforcement of this Agreement, the Employer shall have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the terms of this Agreement. All the Employer's remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies, 3.5. Reasonableness of Restrictions: Employee has carefidly read and considered the provisions of this Section 13 and, having done so, agrees that the restrictions set forth herein (including, but not limited to, the time period of restriction and the geographical areas of restriction) are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Employer. 14. General Provisions 14.1. hzteQratiou: This Agreement sets forth and establishes the entire understanding between the Employer and the Employee relating to the employment of the Employee by the Employer. Any prior discussions or representations by or between the parties are merged into and rendered will and void by this Agreement. The parties by mutual written agreement may amend any provision of this Agreement. 14.2. Binding Effect: This Agreement shall be binding on the Employer and the Employee as well as their respective heirs, assigns, executors, personal representatives and successors in interest. 14.3. Effective Date: This Agreement shall become effective on Employee's first date of employment. 14.4. Severability: The invalidity or partial invalidity of any portion of the Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is Geld to be invalid, the remaining provisions shall be deemed to be in full force and effect as if they have been executed by both parties subsequent to the expungemew orjodicial modifications of the invalid provision. 14.5. Other Terms and Conditions of Employment: Employer, in consultation with the Employee, may fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Employee, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, policies, or any other law. 14.6. Governing Law: This Agreement shall be governed by the laws of the State of Iowa. 15. Notices 15.1. Notices pursuant to this Agreement shall be given by deposit in the custody of the United Stales Postal Service, postage prepaid, addressed as follows: Employer: Board Secretary City Hall 715 Mulberry Street Waterloo, IA 50703 Employee: Ross Horbach 215 Derbyshire Road Waterloo, IA 50701 (or to his most recent residence address as shown in the personnel or payroll records of the Employer) Alternatively, notices required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial practice. Notice shall be deemed given as of the date of personal service or as the date of deposit of such written notice, postage prepaid, in a US Postal Service receptacle. 16. Disputes 16.1. Informal Negotiation: The parties shall initially attempt to resolve all claims, disputes, or controversies arising tinder, out of, or in connection with this Agreement by conducting good faith negotiations. The dispute shall be considered to have arisen when one party sends to the other party a written notice of dispute. If the parties are unable to resolve the matter following good faith informal negotiations within thirty (30) days, the parties agree to submit the dispute to mediation. 16.2. Mediation: Within fourteen (14) days following the expiration of the time period for informal negotiations in 16.1, the parties shall attempt to agree upon a neutral and qualified mediator to assist the parties in resolving the dispute. If the parties fail to agree upon a mediator, the parties shall request the American Arbitration Association ("AAA") to appoint a qualified mediator for a mediation to be held in Black Hawk County, Iowa. The period for mediation shall commence upon the appointment of the mediator and shall not exceed sixty (60) calendar days, unless such time period is extended by mutual agreement of the parties. The mediator's fees and AAA fees shall be shared equally by the parties, but otherwise the parties will bear their own costs for mediation, if the parties are unable to resolve the matter through informal negotiations or mediation, the parties agree to submit such dispute to arbitration, which the parties agree shall be the exclusive means for resolving disputes which the parties cannot otherwise resolve as described above. 16.3. Arbitration: Subject to prior compliance with the requirements of Sections 16.1 and 16.2, any dispute may be resoh�ed by arbitration conducted pursuant to Chapter 679A of the Code of Iowa. The parties shall attempt to agree in writing upon a neutral and qualified arbitrator within fourteen (14) days following the delivery of written notice by either party to the other party setting out the dispute in general terms and requesting that the dispute be resolved by arbitration. If the parties cannot agree upon a single arbitrator, each party shall appoint its own arbitrator, and the arbitrators so appointed shall themselves appoint at least one additional arbitrator to ensure that there are an odd number of arbitrators. The decision of the arbitrator, or, in the case of more than one arbitrator, the simple majority decision of such panel of arbitrators, shall determine all issues in dispute between the parties. Said decision shall be final and binding and shall not be subject to appeal on a question of fact, law, or mixed fact and law, except as permitted under Chapter 679A. Arbitration shall be conducted in Waterloo, Iowa. Fees of the arbitrator(s) shall be shared equally by the parties, but otherwise each party will bear its own arbitration costs, including but not limited to attorney's fees and expenses. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement while the dispute is being resolved. 16.4. Discovery in Arbitation: Consistent with the expedited nahue of arbihatiou5 each party will, upon written request of the other party, promptly provide the other with copies of documents legally relevant to the issues raised by any claim or counterclaim. Any dispute regarding discovery or the relevance or scope thereof shall be determined by the arbitrator(s), which determination shall be conclusive. All discovery shall be completed within sixty (60) days following appointment of the arbitrator(s). 16.5. Remedies: The arbitrators) may grant any relief available of law or in equity, including but not limited to equitable remedies of specific performance and injunction. Because the Employer will be irreparably damaged if the restrictive covenants set forth in Section 13 are not specifically enforced, it shall be entitled to an injunction restraining any violation of the said provisions by the Employee, or to any other appropriate decree of specific performance, in addition to any other remedies allowed by applicable law. The Employee hereby waives any requirement that the Employer post bond or show the likelihood of damages as a condition to issuance of a writ of injunction. 16,6. Attorney Fees: In the event o1•any mediation or arbihation to interpret, settle or enforce any of the provisions of this Agreement, each party shall bear its own attorneys fees and costs, except that the Employee shall bear the reasonable attorney's fees and expenses incurred by the Employer in any dispute where the Employee is found to have violated any of the restrictive covenants set forth in Section 13, IN WITNESS W]IEREOF, the Waterloo Telecommunications Ulilily has caused this Agreement to be signed and executed by the Board Chair as duly authorized by resolution of the Board, and duly attested by the Board Secretary. EMPLOYEE EMPLOYER By: Ross Horbach At Attest: Van Fleet, Board Chair Kelley Felchle, Board Secretary