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Council Packet - 12/16/2024
CITY OF �4iLTERLOO IOWA THECITY COUNCIL OF WATERLOO, IOWA Regular Session TO BE HELD AT Harold E. Getty Council Chambers Monday, December 16, 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 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 Page 1 of 229 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, Ray Feuss, Ward 5 Council Member. Approval of Agenda as proposed or amended. Approval of Minutes of the December 2, 2024, Regular Council Session, as proposed or amended. 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. Page 2 of 229 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 setting date of public hearing as January 6, 2025, for the sale and conveyance of City -owned property to International Paper Company in the amount of $1.00, and approval of a Development Agreement for the construction of 800,000 square feet of industrial building with tax rebates for fifteen years at fifty percent and a Minimum Assessment Agreement in the amount of $40,000,000.00, located at the northeast corner of the CN Railroad and Leversee Road, and instruct City Clerk to publish public notice. 3. Resolution approving the Experience Waterloo Board recommendations for funding the FY2025 Quarter 3 and Quarter 4 Event and Partner Hotel -Motel Tax Grants as listed in the attached exhibit. 4. Resolution approving the request by Almina and Samir Sarkic, for tax exemptions on the construction of a new twin home unit valued at $269,900.00, for property located at 4125 Omaha Avenue and located in the City Limits Urban Revitalization Area (CLURA). 5. Resolution approving the request of Thomas Ralston for a waiver for a concrete driveway, located at 230 Maryland Avenue, with the elimination of the sidewalk section due to inability to meet grade requirements. 6. Resolution approving the installation of a speed hump in the 1900 block of Huntington Road. 7. Resolution approving the installation of a speed hump in the 1300 block of Prospect Boulevard. 8. Resolution approving an Iowa Brownfield Redevelopment Program Community Assistance Grant from the Iowa Department of Natural Resources in an amount not to exceed $20,260.00, for asbestos survey services to assist with the cleanup activities at the former Rath buildings, and authorizing the Mayor to execute said document. 9. Motion to approve Final Quantity Summary with Boulder Contracting, LLC., of Grundy Center, Iowa, for a net increase of $59,925.05, in conjunction with the FY 2025 Sidewalk Ramp & Trail Repair Program - Zone 4, Contract No. 1106, and authorizing the Mayor and City Clerk to execute said document. 10. Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Boulder Contracting, LLC, of Grundy Center, Iowa, in the amount of $343,775.62, in conjunction with the FY 2025 Sidewalk Ramp & Trail Program - Zone 4, Contract No. 1106, and receive and file a two-year maintenance bond. Page 3 of 229 11. Motion to approve Final Quantity Summary with Boulder Contracting, LLC, of Grundy Center, Iowa, for a net decrease of $142.80, in conjunction with the FY 2024 W. 11th Street Railroad Crossing Repair, Contract No. 1107, and authorizing the Mayor and City Clerk to execute said document. 12. Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Boulder Contracting, LLC, of Grundy Center, Iowa, in the amount of $98,666.61, in conjunction with the FY 2024 W. 11th Street Railroad Crossing Repair, Contract No. 1107, and receive and file a two-year maintenance bond. 13. Motion to approve Final Quantity Summary with Boulder Contracting, LLC, of Grundy Center, Iowa, for a net derease of $4,957.37, in conjunction with the FY 2024 Rainbow Drive Railroad Crossing Repair, Contract No. 1108, and authorizing the Mayor and City Clerk to execute said document. 14. Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Boulder Contracting, LLC, of Grundy Center, Iowa, in the amount of $50,755.82, in conjunction with the FY 2024 Rainbow Drive Railroad Crossing Repair, Contract No. 1108, and receive and file a two-year maintenance bond. 15. Motion to approve Change Order No. 4 by Municipal Pipe Tool Co. LLC, of Hudson, Iowa, for a net decrease of $36,253.84, in conjunction with FY2023 CIP Pipelining Phase IVA3, Contract No. 1063, and authorizing the Mayor to execute said document. 16. Communication from the City Clerk's Department on the notice of the conclusion of employment of Douglas Anderson, Clerk II, effective December 6, 2024, with recommendation of approval of payout of $5,089.70 for unused benefits. 17. Scott Cook, Board/Commission: ALO Waterloo Airport Board, Expiration Date: June 30, 2028 [New]. 18. Andrew Van Fleet, Board/Commission: Telecommunications Board, Expiration Date: December 31, 2030, [Renewal]. 19. Motion to receive and file Community Development Board minutes of November 19, 2024. 20. Motion to approve Cigarette/Tobacco Permit Application for The Cedar Corner, 4335 Texas Street. 21. Liquor Licenses a. Screaming Eagle Bar and Grill, 228 E. 4th Street, Class C Alcohol/Outdoor Service w/Sunday Sales (Renewal) Exp: 01/13/2026. 22. Bonds. PUBLIC HEARINGS 1. Sale and conveyance of 408 Vermont Street to Iowa Heartland Habitat for Humanity for $1.00, including a Development Agreement. Motion to receive and file proof of publication of notice of public hearing. HOLD HEARING - No comments on file. Page 4 of 229 Motion to close the hearing and receive and file oral and written comments. Resolution authorizing the sale and conveyance of 408 Vermont Street to Iowa Heartland Habitat for Humanity in the amount of $1.00, and authorizing the Mayor and City Clerk to execute said documents. Resolution approving a Development Agreement with Iowa Heartland Habitat for Humanity for rehabilitating one single-family home located at 408 Vermont Street, with a total of $5,000.00 Infill Housing Grant, and a grant of up to $16,885.00 to cover the costs of asbestos mitigation, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Noel Anderson, Community Planning and Development Director RESOLUTIONS 1. Resolution approving a Professional Services Agreement with Eocene Environmental Group, of Coralville, Iowa, in an amount not to exceed $20,260.00, to perform professional asbestos survey services to assist with the cleanup activities at the former Rath buildings as part of implementation of an Iowa DNR Brownfield Redevelopment Program Community Assistance Grant, and authorizing the Mayor to execute said document. Submitted by: Noel Anderson, Community Planning and Development Director 2. Resolution approving a Subordination Agreement with 5 Bees LLC, to complete Phase IV of 4 for several projects in the area of Blackhawk Street and 18th Street, in the Rath TIF District, and authorizing the Mayor and City Clerk to execute said documents. Submitted by: Noel Anderson, Community Planning and Development Director 3. Resolution approving a Real Estate Purchase Agreement with John R Wolfe and Margaret A Wolfe, for the purchase of 14 acres of land for $45,000 per acre, and rights to purchase in series 4 additional tracts of land, and authorizing the Mayor and City Clerk to sign and execute said documents. Submitted by: Noel Anderson, Community Planning and Development Director 4. Resolution approving a Professional Services Contract with Nutri-Ject Systems Inc., of Hudson, Iowa, in the amount of $79,847.09, for sludge storage tank cleaning and final land application of biosolids, for the bottom four -feet of tank solids plus $9,446.26 per foot for solids above the bottom four -foot, in an amount not to exceed $98,739.61, and authorizing the Mayor to execute said document. Submitted by: Sheila Steffen, Public Works Coordinator 5. Resolution approving a Finance Agreement with Waterloo Water Works to pay for Division II - Water Main, in conjunction with FY 2025 W.A.R.P. 4th Addition, Contract 1114, and authorizing the Mayor and City Clerk to execute said document. Submitted by: Jamie Knutson, City Engineer 6. Resolution approving an amendment to the City of Waterloo Employee Handbook adding a Library management vacation schedule. Submitted by: Lance Dunn, Human Resources Director, David Eckert, Library Director Page 5 of 229 7. Resolution directing the advertisement for sale of $3,560,000.00* (Subject to adjustment per terms of offering) General Obligation Urban Renewal Bonds, Series 2025A, and approving electronic bidding procedures and distribution of preliminary official statement. Submitted by: Bridgett Wood, Finance Director 8. Resolution directing the advertisement for sale of $28,590,000.00* (Subject to adjustment per terms of offering) Taxable General Obligation Urban Renewal Bonds, Series 2025B, and approving electronic bidding procedures and distribution of preliminary official statement. Submitted by: Bridgett Wood, Finance Director ADJOURNMENT Motion to adjourn. Kelley Felchle City Clerk Page 6 of 229 December 2, 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, December 2, 2024. Roll CaII. Mayor Quentin Hart in the Chair. Roll CaII: Mr. Boesen, Mr. Nichols, Ms. Creighton -Smith, Mr. Simon, Ms. Wilder and Mr. Feuss. Mr. Chiles arrived at 6:53 p.m. Prayer or Moment of Silence. Pledge of Allegiance, John Chiles, Ward 1 Council Member. Approval of Agenda, as proposed or amended. Feuss/Nichols that the agenda as amended, by changing the effective date for Lorenzo Jackson, to December 9, 2024, be approved. Voice vote -Ayes: Six. Motion carried. Approval of Minutes of the November 18, 2024, Regular Council Session, as proposed or amended. Feuss/Nichols that the minutes of November 18, 2024, Regular Session, as proposed be approved. Voice vote -Ayes: Six. Motion carried. PUBLIC COMMENTS The following individuals commented on various subjects. Aaron Stacey Roberts, 411 Almond Street Major Rob Green, Commander, Civil Air Patrol of Black Hawk County Ritch Kurtenbach, 238 Normandy Street Todd Obadal, 124 Amity Drive LaTonya Graves, 607 E. Donald Street Destiny Wilder Joel Shephard, 4323 W. 4th Street Councilperson Nia Wilder asked that any questions about what happened this weekend be directed to her attorney, Alfredo Parrish, in Des Moines and stated that she does not plan to resign her seat on council. Feuss/Wilder to close public comments. Voice vote -Ayes: Six. Motion carried. CONSENT AGENDA Page 1 of 15 Page 7 of 229 Feuss/Wilder that the following items on the consent agenda be received and placed on file, including the payment of bills for November 25, 2024, in the amount of $4,833,927.03, and December 2, 2024, in the amount of $4,823,644.28, be received and placed on file. Voice vote -Ayes: Six. Motion carried. Bills Payment, Finance Committee Invoice Summary Report, a copy of which is on file in the office of the City Clerk. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-711. Resolution approving the request by Brooke Eighmey, for tax exemptions on the construction of a new single family home valued at $515,000.00, for property located at 1346 Partridge Lane and located in the City Limits Urban Revitalization Area (CLURA). Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-712. Resolution approving the request of Hasib Rekic for a waiver for a concrete driveway, located at 918 Roosevelt Street, with the elimination of the sidewalk section due to inability to meet grade requirements. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-713. Resolution approving the request of Brad Stroh, for a waiver for a concrete driveway, located at 709 Dearborn Avenue, and authorizing the construction of a concrete driveway and placing a driveway or sidewalk on the city right-of-way on an unimproved street and for culvert placement by property, at property owner expense, if required for future ditch work. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-714. Resolution setting date of public hearing as December 16, 2024, for approval of a Development Agreement with Iowa Heartland Habitat for Humanity, in conjunction with the sale and conveyance of 408 Vermont Street located within the Church Row Neighborhood, with a grant of $5,000.00 for infill housing development for the rehabilitation of a single-family home, and with a grant of up to $16,885.00 to cover the costs of asbestos mitigation, and instruct the City Clerk to publish notice. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-715. Resolution approving award of bid to D.W. Zinser Company, Inc., of Walford, Iowa, in the amount of $339,900.00, approving the contract, bond, and certificate of insurance, in conjunction with Demolition and Site Clearance Services, Contract No. D-2024-10-02P, for properties located at 2127 E. 4th Street (the former Saint Mary's Church and School) and 123 E. Parker Street (the former Saint Mary's Villa), and authorizing the Mayor and City Clerk to execute said documents. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-716. Page 2 of 15 Page 8 of 229 Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Midwest Surface Prep, Inc., of Nashua, Iowa in the amount of $23,680.00, in conjunction with the FY-23 IDOT CSVI Project, Contract No. 4606. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-717. Motion to approve Final Quantity Summary with Peterson Contractors, Inc., of Reinbeck, Iowa, for a net decrease of $2,061.32, in conjunction with the MLK Wetland Mitigation Project - Phase I, Contract No. 1005, and authorizing the Mayor and City Clerk to execute said document. Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Peterson Contractors, Inc., of Reinbeck, Iowa, in the amount of $121,480.83 in conjunction with the MLK Wetland Mitigation Project - Phase I, Contract No. 1005, and receive and file a two-year maintenance bond. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-718. Motion to approve Change Order No. 1 with Advanced Environmental, Inc., of Waterloo, Iowa, for a net increase of $2,200.00, in conjunction with additional asbestos abatement work (duct paper) for property located at 318 Bratnober Street under Contract No. AB-2024-09-07P, and authorizing the Mayor to execute said document. Motion to approve submission of an AFG Grant Application by the Waterloo Fire Department for one million dollars, to be put towards a new aerial truck. Motion to approve the appointment of Lorenzo Jackson from the current Civil Service List to the position of Equipment Operator I in the Street Department, effective December 3, 2024, pending pre -employment physical and drug testing. The effective date changed to December 9, 2024, by amendment. Motion to approve the appointment of Joseph Geilman from the current Civil Service List to the position of Planner I in the Planning & Zoning Department, effective December 9, 2024, pending pre -employment physical and drug testing. Communication from the Planning & Zoning Department on the notice of the conclusion of employment of Adrienne Miller, Planner II, effective November 1, 2024, with recommendation of approval of payout of $4,053.76 for unused benefits. Motion to receive and file the Airport Board minutes of September 25, 2024. Page 3 of 15 Page 9 of 229 Liquor Licenses a. Carlos O'Kelly's, Inc., 2060 Sovis Drive, Class C Alcohol/Outdoor Service/Catering w/Sunday Sales (Renewal) Exp: 12/30/2025. b. Knights of Pythias - Furgeson Lodge #5, 244 Ash Street, Class B Retail Alcohol/Outdoor Service w/Sunday Sales (New) Exp: 11/22/2025. c. Locker Room Lounge, 1918 Hawthorne Avenue, Class C Alcohol/Outdoor Service w/Sunday Sales (Renewal) Exp: 12/31/2025. d. Three Amigos Family Restaurant, 2820 Falls, Avenue, Class C Alcohol w/Sunday Sales (Renewal) Exp: 08/24/2025. Bonds. Receive and file the 2025 Budget of the Waterloo Telecommunications Utility and authorize City Clerk to file said documents with Black Hawk County Auditor. Receive and file the 2025 Budget of the Waterloo Water Works and authorize City Clerk to file said documents with Black Hawk County Auditor. Motion to receive and place on file the 2023 Operating Report of the Waterloo Water Works. Motion to receive and place on file the 2023 Audit of the Waterloo Water Works. PUBLIC HEARINGS FY 2025 W.A.R.P. 4th Addition, Contract No. 1114. Nichols/Feuss to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Six. 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/Feuss to close hearing. Voice vote -Ayes: Six. Motion carried. Nichols/Feuss Resolution confirming approval of plans, specifications, form of contract, etc., and authorizing to proceed. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Page 4 of 15 Page 10 of 229 Mayor assigned No. 2024-719. Nichols/Feuss to receive, file, and instruct the City Clerk to read bids. Voice vote -Ayes: Six. Motion carried. Engineers Estimate: $4,174,677.23 Peterson Contractors, Inc., Reinbeck, IA - 5% - Base Bid: $3,040,843.63 / Alt A: $444,098.80 / Total: $3,484,942.43 Pirc-Tobin, Alburnett, IA - 5% - Base Bid: $3,807,985.95 / Alt A: $498,784.70 / Total: $4,306,770.65 J.B. Holland Construction, Inc. - 5% - Base Bid: $3,537,967.76 / Alt A: $527,298.97 / Total: $4,065,293.73 Boomerang, Corp., Anamosa, IA - 5% - Base Bid: $3,757,935.78 / Alt A: $487,905.88 / Total: $4,245,841.66 Baker Enterprises, Inc., Waverly, IA - 5% - Base Bid: $2,943,927.95 / Alt A: $444,840.95 / Total: $3,388,768.90 Nichols/Feuss Resolution approving award of bid to Baker Enterprises, Inc., of Waverly, Iowa, in the amount of $3,388,768.90, approving the contract, bond, and certificate of insurance, in conjunction with the FY 2025 W.A.R.P. 4th Addition, Contract No. 1114, and authorizing the Mayor and City Clerk to execute said document. Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-720. The issuance of not to exceed $18,000,000.00 Taxable General Obligation Urban Renewal Bonds (ECP/UR-1). Boesen/Creighton-Smith to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Six. Motion carried. This being the time and place of the public hearing, the Mayor called for written and oral comments. David Deeds, JSA Development, commented that JSA is not against the relocation of city hall, but opposes the decision to have the downtown property taxpayers pay for the entire project because this benefits the entire city of Waterloo. They believe this should be funded by general debt service levy obligations and not by the downtown TIF obligations. Jessica Rucker, Main Street Waterloo, concurs with JSA's comments and urged council to consider a different source of funding. Boesen/Creighton-Smith to close hearing and receive and file oral and written comments. Voice vote -Ayes: Sux. Motion carried. Boesen/Creighton-Smith Resolution instituting proceedings to take additional action for the issuance of not to exceed $18,000,000.00 Taxable General Obligation Urban Renewal Bonds (ECP/UR-1). Roll Call vote - Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024- Page 5 of 15 Page 11 of 229 721. Ms. Wilder questioned if there were other funding mechanisms for the relocation project. Noel Anderson, Community Planning and Development Director, provided an overview of the funding options. Ms. Wilder questioned whether this will stifle planned growth downtown by utilizing Downtown TIF. Noel Anderson commented that he does not believe it will. Mr. Boesen questioned if the bonding will impact our Moody's rating going forward. Bridgett Wood, Finance Director, shared that the city will be receiving a new rating this month for this bond issuance and another rating in the spring and she does not believe this will affect the Moody's rating in a negative way. The issuance of Not to Exceed $10,500,000.00 General Obligation Urban Renewal Bonds (ECP/UR-2). Boesen/Creighton-Smith to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Six. Motion carried. This being the time and place of the public hearing, the Mayor called for written and oral comments and there were none. Boesen/Creighton-Smith to close hearing. Voice vote -Ayes: Six. Motion carried. Boesen/Creighton-Smith Resolution instituting proceedings to take additional action for the issuance of not to exceed $10,500,000.00 General Obligation Urban Renewal Bonds (ECP/UR-2). Roll Call vote -Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-722. The issuance of Not to Exceed $4,000,000.00 Taxable General Obligation Urban Renewal Bonds (ECP/UR-3). Boesen/Creighton-Smith to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Six. Motion carried. This being the time and place of the public hearing, the Mayor called for written and oral comments and there were none. Boesen/Creighton-Smith to close hearing. Voice vote -Ayes: Six. Motion carried. Boesen/Creighton-Smith Resolution instituting proceedings to take additional action for the issuance of not to exceed Page 6 of 15 Page 12 of 229 $4,000,000.00 Taxable General Obligation Urban Renewal Bonds (ECP/UR-3). Roll Call vote - Ayes: Six. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024- 723. Sale and conveyance of city -owned properties located at 1027 W. 3rd Street and 128 Lincoln Street, in the amount of $25,200.00, to Rock Star Real Estate, LLC. Feuss/Wilder to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Six. Motion carried. This being the time and place of the public hearing, the Mayor called for written and oral comments. Erin Conners, 1116 W. 2nd Street, commented that she lives in a home owned by Rock Star Real Estate and provided details of issues and concerns she has experienced when dealing with Rock Star Real Estate and said that she does not think they are the best choice for the city to enter into an agreement with. Ms. Creighton -Smith shared that she has received several inquiries about allowing Rock Star to take the lead on purchasing these properties. Tenants who have expressed their concern are about the landlord's lack of care for the properties along with the belligerent and denigrating response to the tenants. Mr. Boesen commented that he would like to see a heavier emphasis on homeownership as opposed to incentivizing the purchase price to create rental property. He further commented that this company does not outline the specifics of the development like other applicants do, so he has no idea what their plan is for these properties. And he has a real issue with increasing rental properties rather than increasing homeownership for low and moderate income families. Mr. Nichols questioned if there were other bids received on these properties from individuals who might have been looking for homeownership. Feuss/Boesen to close the hearing and receive and file oral comments. Voice vote -Ayes: Six. Motion carried. Feuss/Wilder Resolution approving the sale and conveyance of city -owned property located at 1027 W. 3rd Street and 128 Lincoln Street, in the amount of $25,200.00, to Rock Star Real Estate, LLC, and authorizing the Mayor and City Clerk to execute said documents. Aric Schroeder, City Planner, explained that there were a total of four properties in this request for proposal. He mailed the RFP to over sixty individuals interested in rehab properties. Two proposals were received, but one proposal was incomplete and the other was Rock Star Real Estate, LLC., for two of those properties. He explained that Tyler Junker, representative of Rock Star Real Estate, was unable to make it to the meeting tonight, but indicated that if there were any questions or concerns, that he would not be opposed to tabling the item. Mr. Boesen questioned how someone could get on the mailing list of individuals interested in rehab properties. Page 7 of 15 Page 13 of 229 Aric Schoeder explained that on the Planning Department's page of the City's website there is a page that lists the properties available along with contact information on how to reach our office. Boesen/Simon to table the item until the first city council meeting in January. Roll Call vote -Aye: Six. Motion carried. Boesen/Creighton-Smith to table a resolution approving a Development Agreement with Rock Star Real Estate, LLC in conjunction with the rehabilitation of 1027 W. 3rd Street and 128 Lincoln Street, including a grant of $10,000.00 for partial purchase price refund and a grant of $10,000.00 for infill housing development. Roll Call vote -Aye: Six. Motion carried. Sale and conveyance of city -owned property, located at 715 Mulberry Street and 626 Mulberry Street, to FDP CD, LLC, in the amount of $1.00 and acquisition of 100 E. 4th Street in the amount of $1.00. Nichols/Wilder to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Six. Motion carried. This being the time and place of the public hearing, the Mayor called for written and oral comments. David Deeds, JSA Development, 214 E. 4th Street, commented on the proposed development agreement and property exchange and shared his views on the matter. David Dryer, 3145 W. 4th Street, shared his concern that there are a lot of individuals that do not want to see this happen, yet the decision will be made by the seven council members without asking the citizens of Waterloo. He urged the council not to support this project. Forest Dillavou, 1725 Huntington Road, commented on the high cost of moving forward with this project and the impact on the citizens. He urged council to vote no. Todd Obadal, 124 Amity Drive, concurred with the two previous speakers. Nichols/Wilder to close the hearing and receive and file oral comments. Voice vote -Ayes: Six. Motion carried. Resolution approving the sale and conveyance of city -owned property located at 715 Mulberry Street and 626 Mulberry Street, in the amount of $1.00, to FDP CD, LLC, and acquisition of 100 E. 4th Street, in the amount of $1.00, from FDP CD, LLC. Roll Call vote -Ayes: Five. Nays: Two (Boesen, Simon). Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-724. Ms. Creighton -Smith commented that she believes city hall belongs to the people. She stated that the community should have input into the idea of relocating city hall. She questioned if there could be an alternative process put in place to talk about the plans and get community buy -in on the process. Page 8 of 15 Page 14 of 229 Mayor Hart commented that eight years ago he had a building audit done to talk about the condition that city buildings are in. It was noted at that time, that the city should not invest even one cent in this building. He spoke of a number of concerns that need to be addressed for the safety, efficiency and comfort of our employees and citizens. Mr. Boesen commented that he agrees that we need to get a new city hall and have needed to for some time. He questioned the associated costs and requested clarification on the numbers. Noel Anderson, Community Planning and Development Director, provided an overview of the building's assessed value, current costs for renovations vs. replacement and the development agreement. Noel Anderson addressed various questions from the council. Bridgett Wood, Finance Director, explained that if the decision was to purchase the building outright, funding would be through regular bond issuance which would increase levy rates and debt service levy, thus raising property taxes. Mr. Boesen questioned when the developer would receive the $6.2 million dollars. Noel Anderson explained that the $6.2 million would be payable at closing. Resolution approving a Development Agreement and Minimum Assessment Agreement with FDP CD, LLC including the sale and conveyance of city -owned property, located at 715 Mulberry Street and 626 Mulberry Street, in the amount of $1.00, in exchange for the acquisition of a property located at 100 E. 4th Street in the amount of $1.00, including a grant of $6,200,000.00, an annual tax support grant equal to the amount of tax increment collected by the City, and seventy percent tax rebates for fifteen years for each completed phase. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-725. Sale and conveyance of city -owned property, a vacant lot located within the Walnut Neighborhood, in the amount of $1.00, to Iowa Heartland Habitat for Humanity, including approval of a development agreement. Wilder/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. Wilder/Nichols to close hearing. Voice vote -Ayes: Seven. Motion carried. Wilder/Nichols Resolution authorizing the sale and conveyance of city -owned property, a vacant lot located within the Walnut Neighborhood, 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 - Page 9 of 15 Page 15 of 229 Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-726. Wilder/Nichols Resolution approving a Development Agreement with Iowa Heartland Habitat for Humanity for constructing one single-family home, with a total of $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. 2024-727. Request by Maria E. Schnepf to rezone approximately 0.10 acres from "R-4" Multiple Residence District to "R-4, C-Z" Conditional Zoning District to allow for a retail store located at 1122 W. 4th Street. Creighton-Smith/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. Creighton-Smith/Wilder to close the hearing and receive and file recommendations of approval of the Planning, Programming, and Zoning Commission. Voice vote -Ayes: Seven. Motion carried. Creighton-Smith/Wilder to receive, file, consider, and pass for the first time an ordinance amending Ordinance No. 5079, as amended, City of Waterloo Zoning Ordinance, by amending the Official Zoning Map referred to in Section 10-4-4, approving a request by Maria E. Schnepf to rezone approximately 0.10 acres from "R-4" Multiple Residence District to "R-4, C-Z" Conditional Zoning District to allow fora retail store located at 1122 W. 4th Street. Roll Call vote -Ayes: Seven. Motion carried. Creighton-Smith/Wilder to suspend the rules. Roll Call vote -Ayes: Seven. Motion carried. Creighton-Smith/Wilder to consider and pass for the second and third times and adopt the ordinance. Roll Call vote - Ayes: Seven. Motion carried. Ordinance adopted and upon approval by Mayor assigned No. 5780. Feuss/Wilder to recess at 7:06 p.m. Feuss/Wilder to reconvene at 7:11 p.m. Real Estate Purchase Agreement with 1515 Sycamore, LLC, to purchase the former Rath Administration Building and a vacated portion of Elm Street, including an Amendment to the Development Agreement. Feuss/Wilder to receive and file proof of publication of notice of public hearing. Voice vote -Ayes: Seven. Motion carried. Page 10 of 15 Page 16 of 229 This being the time and place of the public hearing, the Mayor called for written and oral comments. David Dryer, 3145 W. 4th Street, questioned what the amendments are. Noel Anderson, Community Planning and Development Director, explained that the First Amendment is to add a Real Estate Agreement, in accordance with the Iowa Finance Authority's requirement. The Second Amendment is to vacate Elm Street between Sycamore and Lafayette for redevelopment in to more parking for their site. Feuss/WIlder to close the hearing and receive and file oral comments. Voice vote -Ayes: Seven. Motion carried. Feuss/Wilder Resolution approving the sale and conveyance of city -owned property located at 1515 Sycamore Street and a portion of vacated Elm Street, to 1515 Sycamore, LLC, 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. 2024-728. Mr. Boesen commented that the details of the Development Agreement do not require the developer to take possession of the property for up to 48 months, leaving the property as a liability of the city. Sam Adelson, representative for 1515 Sycamore, LLC, commented that getting a Real Estate Purchase Agreement in place is the final step in order to obtain funding. Charles Moore, representative for 1515 Sycamore, LLC, explained that the Iowa Finance Authority required clarification on how Elm Street was getting worked into the project. To satisfy those concerns, they require a purchase agreement to satisfy all the conditions. He further explained that this is the last step to secure the historic tax credits and move forward with the project. He provided an overview of their anticipated timeline. Mr. Boesen questioned if, after this amendment, all the requirements have been met other than the historic tax credits. Sam Adelson confirmed. Mr. Chiles commented on the significant amount of time the development agreement allows for the developer to take possession of the property. He stated that it sounds like that timeline doesn't need to be as long as is currently written in the document. He questioned if that is something that could be orally change to be shorter. Noel Anderson explained that the lengthier timeline was to keep the development agreement alive in the event they didn't get the Greyfield credits, because they would have to wait a year to reapply. It does sound like things are moving along a lot faster. He shared that once they get the allocations, there are timelines of two to three years, so they will need to get going pretty quickly once they get those. Page 11 of 15 Page 17 of 229 Feuss/Wilder Resolution approving a Second Amendment to the Development Agreement with 1515 Sycamore, LLC in conjunction with the rehabilitation of 1515 Sycamore Street conveying a portion of vacated Elm Street, 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. 2024-729. Waterloo Fire Rescue Turnout Gear Replacement Project. Wilder/Creighton-Smith 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/Creighton-Smith to close the hearing. Voice vote -Ayes: Seven. Motion carried. Wilder/Creighton-Smith 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. 2024-730. Wilder/Creighton-Smith to receive, file, and instruct the City Clerk to read the bids. Voice vote -Ayes: Seven. Motion carried. MacQueen, Cresco, IA - $3,198.00 Dinges Fire Company, Amboy, IL - Opt. A $3,555.00 / Opt. B $3,255.00 Wilder/Creighton-Smith Resolution approving award of bid to MacQueen of Cresco, Iowa in the amount of $3,198.98, in conjunction with the Fire Turnout Gear Replacement Project, and authorizing the Mayor to execute said documents. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-731. RESOLUTIONS Resolution approving name change of the Riverview Recreation Area to Paul Huting Recreation Area, as recommended by the Waterloo Leisure Services Commission. Boesen/Feuss Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-732. Resolution of the City of Waterloo, Iowa, authorizing official banking signatures. Boesen/Feuss Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor Page 12 of 15 Page 18 of 229 assigned No. 2024-733. Resolution approving Preconstruction Agreement with Iowa Department of Transportation for the use of City of Waterloo Right -of -Way, for primary road improvements pertaining to the asphalt resurfacing of US Hwy. 63 from University Avenue to US Hwy. 20, and authorizing the Mayor and City Clerk to execute said document. Boesen/Feuss Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-734. Resolution approving a Traffic Control Device Agreement with the Iowa Department of Transportation for the installation and maintenance of pedestrian push -buttons on US Highway 63, and authorizing the Mayor and City Clerk to execute said document. Boesen/Feuss Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-735. Resolution approving the City of Waterloo Municipal Golf Rate Fee Schedule for the 2025 Season. Nichols/Creighton-Smith Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-736. Resolution approving the Cedar Valley Sportsplex rates for 2025 as recommended by the Leisure Services Commission. Nichols/Creighton-Smith Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-737. Resolution approving a Professional Services Agreement with Levi Architecture for services related to the construction of the South Hills Golf Course Maintenance Building and authorizing the Park Superintendent to execute said document. Nichols/Creighton-Smith David Dryer, 3145 W. 4th Street, commented on the high cost of the architect. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-738. Resolution approving a Professional Services Agreement with AECOM Technical Services, Inc., of Waterloo, Iowa, for on -call consulting services, in conjunction with the FY 2025 - FY 2029 FAA -funded Airport Improvement Projects, 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. 2024-739. Page 13 of 15 Page 19 of 229 Resolution approving a Professional Service Agreement with Invision of Waterloo, Iowa, in the amount of $420,000.00, in conjunction with the Courier Building Renovations, 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. 2024-740. Resolution approving a Professional Services Agreement with Eocene Environmental Group, of Coralville, Iowa, in an amount not to exceed $510,000.00, to perform professional consulting services as a qualified environmental professional to assist with the management and implementation of a CERCLA Section 104(K) Multipurpose Grant from the Environmental Protection Agency pertaining to environmental cleanup of multiple sites within the City of Waterloo, and authorizing the Mayor to execute said document. Creighton-Smith/Wilder David Dryer, 3145 W. 4th Street, questioned if there was an original grant and if so, in what amount. Noel Anderson, Community Planning and Development Director, provided an overview of the grant process. Roll Call vote -Ayes: . Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-741. Resolution approving an amendment to the Development and Purchase Agreement with Ryan Companies US, Inc., amending section 9.B of the Development Agreement and Section One of the Purchase Agreement, to change the purchase price from $2,139,000.00 to $2,276,875.50, located at 3280 Newell Street, and authorizing Mayor and City Clerk to execute said documents. Creighton-Smith/Wilder David Dryer, 3145 W. 4th Street, questioned the need to purchase the property. Noel Anderson, Community Planning and Development Director, provided an overview of the amendment. Mr. Boesen commented on the limitations we will have to do clean-up, because half of the grant is going toward managing the grant. Aric Schroeder, City Planner, provided an overview of the activities under the grant. Roll Call vote -Ayes: Seven. Motion carried. Resolution adopted and upon approval by Mayor assigned No. 2024-742. ADJOURNMENT Feuss/Wilder that the council adjourn at 7:45 p.m. Voice vote -Ayes: Seven. Motion carried. Page 14 of 15 Page 20 of 229 Kelley Felchle City Clerk Page 15 of 15 Page 21 of 229 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 December 16, 2024 AGENDA ITEM TITLE Resolution setting date of public hearing as January 6, 2025, for the sale and conveyance of City - owned property to International Paper Company in the amount of $1.00, and approval of a Development Agreement for the construction of 800,000 square feet of industrial building with tax rebates for fifteen years at fifty percent and a Minimum Assessment Agreement in the amount of $40,000,000.00, located at the northeast corner of the CN Railroad and Leversee Road, and instruct City Clerk to publish public notice. RECOMMENDED COUNCIL ACTION Approval. SUMMARY STATEMENT AND BACKGROUND INFORMATION The City of Waterloo is working with Project Blackhawk for a new industrial project in the Waterloo Air and Rail Park. This Development Agreement will convey 66 acres of land that has been previously released for development to the project, immediately north of the railroad tracks on Leversee Road. This large 800,000 + square foot industrial building will have a rail spur extension for the company's manufacturing processes. The City will work with Company and the State of Iowa for any incentives available to help with rail spur, as well as job creation opportunities. The City will provide an option on an additional area of up to 30 acres and will further work to release land north of the 66 acre site through the FAA Release process for additional land needed for the development site. This is all in accordance with the overall master plan for the Waterloo Air and Rail Park layout. The Development Agreement will further acquire the Company's former site, if they choose, by the City of Waterloo for appraisal price. They may also sell to a third party and not involve City. The new building will have a Minimum Assessed value of $40 million for the project, and receive tax rebates of 50% for 15 years over the land value of $1 million for the project. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION Page 22 of 229 COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES EWU TIF ALTERNATIVE ACTION LEGAL DESCRIPTION A parcel of land situated in part of the Southwest 1/4 of Section 5, Township 89 North, Range 13 West of the 5th Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, more particularly described as follows: Commencing at the Southwest Corner of said Section 5; thence North 00° (degrees) 36' (minutes) 39" (seconds) East (assumed bearing for the purpose of this description) on the west line of the Southwest 1/4 of said Section 5, a distance of 795.59 feet; thence South 89°23'21" East, 33.00 feet to the intersection of the present northerly right-of-way line of the Canadian National Railroad and the present easterly right-of-way line of Leversee Road, being the point of beginning; thence North 00°36'39" East on said easterly right-of-way line, 1,189.64 feet; thence South 89°08'13" East, 2,368.20 feet to a line that is 684.00 feet northwesterly of and parallel with the centerline of runway 18/36 and its extension southwesterly; thence South 07°02'11" West on said line, 1,258.31 feet to the present northerly right-of-way line of the Canadian National Railroad; thence North 89°12'44" West on said northerly right-of-way line, 1,535.05 feet; thence westerly on said northerly right- of-way line being a 2,370.51-foot radius curve concave northerly and having a 423.99-foot long chord bearing North 86°21'44" West, a distance of 424.56 feet (arc length); thence westerly on said northerly right-of-way line being a 2,557.26-foot radius curve concave northerly and having a 272.51-foot long chord bearing North 80°04'57" West, a distance of 272.63 feet (arc length) to the point of beginning. Containing 2,865,228 square feet or 65.78 acres. And an Option Area of the south 30 acres (more or less) of the following described parcel: A parcel of land located in the Southwest Quarter and Northwest Fractional Quarter of Section 5, Township 89 North, Range 13 West of the 5th Principal Meridian, City of Waterloo, Black Hawk County, State of Iowa, and being more particularly described as follows: Commencing at the southwest corner of said Section 5; thence North 00°36'49" East (North 00°36'39" East per Releases of Federal Encumbrances at the Waterloo, Iowa Regional Airport survey prepared by EarthTech dated January 26, 2006) along the west line of said section 795.25 feet; thence South 89°23'11" East (South 89°23'21" East per EarthTech survey) 33.00 feet to the intersection of the present northerly right-of-way line of the Canadian National Railroad and the east right-of-way line of Leversee Road and also being the southwest corner of Airport Release Parcel D per EarthTech survey; thence North 00°36'49" East (North 00°36'39" East per EarthTech survey) along the east right-of-way line Leversee Road 1189.64 feet to the northwest corner of said Release Parcel D and the point of beginning of this description; thence continuing North 00°36'49" East along the said east Leversee Road right-of- way 702.35 feet to the north line of the southwest quarter of Section 5; thence North 00°27'21" East along the east right-of-way line of Leversee Road 395.39 feet to the southwesterly line of Airport Release Parcel C; thence South 89°47'33" East (South 89°48'20" East per EarthTech survey) along said southwesterly line 208.35 feet; thence North 67°02'45" East (North 67°02'10" East per EarthTech survey) along the southeasterly line of Release Parcel C 2623.16 feet (2623.53 feet per EarthTech survey) to the southeast corner of said parcel; thence South 07°02'54" West along a line that is 684 feet northwesterly of and parallel with the centerline of runway 18/36 and its southwesterly extension 2172.16 feet to the northeast corner of said Release Parcel D; thence North 89°08'07" West (North 89°08'13" West per EarthTech survey) along the north line of Release Parcel D 2368.20 feet to the point of beginning containing 3,883,827 square feet or 89.16 acres. Page 23 of 229 ATTACHMENTS 1. Project Black Hawk DA & MAA Page 24 of 229 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 , by and between International Paper Company (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 East Waterloo Unified Urban Renewal and Redevelopment Plan area ("Urban Renewal Area"). B. Company is willing and able to finance and erect structures and related improvements on property legally described on Exhibit "A" attached hereto (the "Property") located in the Urban Renewal Area. C. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal, 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"). 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 International Paper - Business Use Page 25 of 229 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 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 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. 2. Improvements by Company. Company shall construct on the Property a commercial building of no less than 800,000 square feet (exact square footage to be determined prior to execution), as well as related landscaping, storm water detention, paving, signage and parking improvements (collectively, the "Improvements"), in accordance with the Plans as provided in Section 3. Company agrees that the Improvements shall be constructed in accordance with the terms of this Agreement, the urban renewal plan applicable to the Property, 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 building designs and site plans for City's review and reasonable 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, including but not limited to final permit inspections. 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." 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 2 International Paper - Business Use age-26 of 229 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 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 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 construction of the Improvements within six (6) months after the date of conveyance (the "Start Date") and Substantially Complete construction within twenty-four (24) months after the date of conveyance (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 which no permit was necessary has been Substantially Completed. 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 the 3 International Paper - Business Use Page 27 of 229 Improvements. Any additional or longer time extensions will require consent of the City Council. B. 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 20, 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 extreme weather such as ice, ground freezing, and other conditions that restrict construction, as well as an act of God, war, civil disturbance, court order, labor dispute, fire, pandemic, governmental mandates (local, state or federal), delays in City approvals as contemplated in Section 17 below, 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, 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. 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 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, 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. The foregoing indemnity shall include the cost of removing any improvements constructed by Company and reverting the Property to substantially the same condition as of the date of conveyance, but shall not include any consequential damages or perceived damages such as lost opportunities for another user. 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. 4 International Paper - Business Use go 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. 7. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Property. Company will be responsible for payment of any associated connection fees other than water connection fees, which will be paid by City. 8. City Incentives. In addition to the property tax rebates provided for herein, the City agrees to provide the following Project assistance: A. Rail Spur. City will design a rail spur extension to serve the Property, and if another development project in the vicinity requires rail service, then City will construct the rail spur, or cause it to be constructed. Company, subject to City's approval of the plans and City's financial approval, may elect to design and construct, or may request that City construct or cause to be constructed, a rail spur extension to serve the Property. Company will provide plans for the rail spur extension to the City for review and reasonable approval by City. City agrees that it will not withhold approval of the plan designs if plans do not allow for rail connection to the remainder of the business park. City will reimburse Company for the cost of design, engineering and construction of the rail spur extension in an amount to be agreed upon by the parties hereafter. B. Support for Applications. City agrees that it will cooperate in good faith with Company and, if necessary for program requirements, sponsor Company applications for available state tax credits and/or rebates, job creation and/or training funds, and other available government funding, if Company chooses to make any such application(s). C. Option to Purchase Additional Land. City hereby grants to the Company, its successors and assigns, an option to purchase, for the sum of $1.00, up to an additional 30 acres of land abutting the Property on the north side, to the extent necessary in connection with the Project or any future expansion project. The option is expressly made subject to City successfully obtaining a release of the option property from Federal Aviation Administration restrictions within nine (9) months after the date of this Agreement. The option may be exercised by delivering written notice of exercise to the City no later than twelve (12) months after the date of this Agreement (the "Expiration Date"). The option shall terminate upon the first to occur of the Expiration Date, or the termination of this Agreement on the terms set forth herein. If Company exercises the option in connection with an expansion project, then the parties shall negotiate the terms of a new 5 International Paper - Business Use Page 29 of 229 development agreement or an amendment to this Agreement to address requirements related to the expansion project. Unless governed by the terms of such agreement or amendment, the provisions of Section 1 hereof shall govern the transfer of title. D. Option to Sell. Company or its affiliate currently owns or occupies property at 800 W. Parker Street, Waterloo, Iowa (the "Company Property"). At the time of purchase of the Property, City agrees to execute and deliver to Company an Option to Sell (the "Option to Sell") the Company Property to the City for an amount equal to its fair market value, as determined by an appraisal by an MAI appraiser acceptable to both Company and the City, plus the cost of the appraisal (the "Company Sale Price"). Pursuant to the Option to Sell, Company or any successor owner of the Company Property shall have the right to exercise the Option to Sell within one hundred eighty (180) days after Company has completed the transition of its operations and equipment to the Property and, if necessary, remedied any environmental conditions that impact or significantly impair the use of the Company Property, by delivery to the City of a written notice of exercise of the Option to Sell. Thereafter, the City shall purchase the Company Property for the Company Sale Price within ninety (90) days following the receipt by the City of the notice of exercise of the Option to Sell. City's obligation to purchase the Company Property shall be subject to the Company Property being free and clear of (i) any mortgages or other liens or encumbrances, and (ii) any environmental conditions that significantly impair the use or value of the Company Property as determined by City in its reasonable judgment. Prior to any such purchase and at any reasonable time, City, its agents and contractors, shall have access to the Company Property for purposes of evaluation and environmental testing. If the Company Property is not owned by Company, then Company shall obtain permission from the owner(s) of the Company Property for City's access for purposes of appraisal, evaluation and testing. If access by City, its agents or contractors, is denied or unduly restricted, City may terminate the obligation to purchase the Company Property under the Option to Sell if reasonable access is not allowed within thirty (30) days of advance written notice to Company. E. Street. If Project design indicates the need for a new street on the north side of the Property, then City will apply for funds under the State of Iowa RISE program for construction of a new street from Leversee Road extending eastward, to serve the Property. In the alternative, Company may elect to engineer and construct a new street based on plans approved by both Company and City, each acting reasonably, and City will reimburse the Company for the cost of design, engineering and construction of the street and related infrastructure in an amount to be agreed upon by the parties hereafter. 9. 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 6 International Paper - Business Use Page 30 of 229 in the taxable valuation for the Property as improved pursuant to this Agreement, which shall be fixed for assessment purposes, below the amount of $40,000,000.00 (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. Company agrees to execute and deliver the MAA concurrently with its execution and delivery of this Agreement. 10. 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 Fifteen 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 $1,000,000.00. 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 (i.e., 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. 7 International Paper - Business Use Page 31 of 229 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. 11. 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 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 10 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 10 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 10, then City may terminate this Agreement, without penalty or other liability to City, by written notice to Company. 8 International Paper - Business Use 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. 12. 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 the expansion of a tax increment financing (TIF) district, 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 15 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. 9 International Paper - Business Use 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 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 requested by City, as to the actual progress of Company with respect to construction of the Improvements. However, in no event shall Company be required to submit a report more frequently than once every thirty (30) day period. 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 (1) it will not undertake, in any other municipality in Black Hawk County, the construction or rehabilitation of any commercial property as a primary location for Company's 10 International Paper Business Use Page 34 of 229 business operations of the type to be conducted on the Property, and (2) 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 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. 14. 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. 15. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly 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. 11 International Paper - Business Use 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 any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. F. 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. 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 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, 12 International Paper - Business Use Pagc 36 of 229 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. 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 Property and/or Project area, all of which must be completed within 90 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 90-day period is subject to reverter of title, revocation, repayment or other appropriate action to restore such property, benefit or incentive to City, and Company agrees to cooperate diligently and in good faith with any reasonable request by City to effectuate the restoration of same, or failing such restoration Company agrees to be liable for same or for the fair value thereof, plus interest on any sums owing at the rate of 5% per annum commencing with the date of demand for payment, if said payment is not remitted to City within 30 days. 18. 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. 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. Notwithstanding the foregoing, (a) Company may assign the Property to an affiliate of Company without prior approval of City provided (i) the assignee assumes the obligations of Company under this Agreement, (ii) the assignee shall receive all Rebates payable as of and after the date of assignment, and (iii) Company provides written notice of assignment to City within five (5) business days after execution of assignment and (b) Company may mortgage the Property to a lender as security for financing of Project improvements, but for no other purpose. 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: 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. 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 except as provided by Section 18 or otherwise as security for financing of Project improvements; 13 International Paper - Business Use Page 37 of 229 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. 20. 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 14 International Paper - Business Use -Rage-38 of 229 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. 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, , and addressed: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, , Attention: Mayor, with copies to the City Attorney and the Community Planning and Development Director. 15 International Paper - Business Use (b) if to Company, at 6400 Poplar Avenue, Memphis, TN 38197, Attention: Real Estate Director, with required copies to International Paper Company, Attention: Holly Holt, Legal Department. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such transmission was successful. A party may change the address for giving notice by any method set forth in this Section. 25. 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. 26. 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. 27. 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. 28. 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. 29. 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. 16 International Paper - Business Use Page 40 of 229 30. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 31. 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. 32. 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. 33. 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 INTERNATIONAL PAPER COMPANY By: By: Quentin M. Hart, Mayor Attest: Kelley Felchle, City Clerk 17 Title: Ditetkot (,le International Paper - Business Use g EXHIBIT "A" Legal Description of Property See attached diagram, consisting of approximately 66 acres, more or less, in the SW %4 and the S '/2 of the NW 'A of Section 5, Township 89 North, Range 13 West of the 5th P.M., City of Waterloo, Black Hawk County, Iowa [formal legal description to be determined following survey or platting] t 3 ,c . ... h. Exparspon International Paper - Business Use Page 42 of 229 EXHIBIT "B" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of , and among the CITY OF WATERLOO, IOWA ("City"), INTERNATIONAL PAPER COMPANY ("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 East Waterloo Unified 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 $40,000,000.00 (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. International Paper Business Use 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, 2047. 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 Toss, 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 International Paper - Business Use Page 44 of 229 (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 International Paper - Business Use CITY OF WATERLOO, IOWA By: Quentin Hart, Mayor Attest: Kelley Felchle, City Clerk STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) INTERNATIONAL PAPER COMPANY By:11.1 Y14 Title: GIALCA R/)n ES-kate On this day of , 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 STATE OF `mow`'-SS(2A ) ss. COUNTY OF \\.,0.\,\tay ) Subscribed and sworn to before me on \1`\2-�.Q2,� by (.t) • U ``�{{� :1A4-\:!as pyre of International Paper Company. 11111 ��� i ca A-44') 0 QOAA) O :• K =ac• F.�' y i O 4,i�i,//`�'HEV- GA\Q�', 4 CoMMiSSION - c Notary Public International Paper - Business Use 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 Forty Million and 00/100 Dollars ($40,000,000.00) until termination of this Minimum Assessment Agreement pursuant to the terms hereof, subject to adjustment as provided in said agreement. STATE OF IOWA ) ss. COUNTY OF BLACK HAWK Assessor for Black Hawk County, Iowa Date Subscribed and sworn to before me on , by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. Notary Public International Paper - Business Use Page 47 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE City Clerk Department December 16, 2024 AGENDA ITEM TITLE Resolution approving the Experience Waterloo Board recommendations for funding the FY2025 Quarter 3 and Quarter 4 Event and Partner Hotel -Motel Tax Grants as listed in the attached exhibit. 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. Council Memo Q3Q4 2. Council Communications - Exp Wloo Grant Recommendations - FY25Q3Q4 Page 48 of 229 Council Communication City Council Meeting: TBD Prepared: 12/8/2024 Dept. Head Signature: Number of Attachments: 1 SUBJECT: Event & Partner Hotel -Motel Tax Grants FY25 Q3/Q4 Submitted by: Quez Ketton, Project Coordinator Experience Waterloo Recommended City Council Action: Approve Experience Waterloo (CVB) board recommendation for funding in the Event/Capital Hotel -Motel Tax Grant funds for Q3/Q4 of FY25. Event & Capital Grant Summary Statement: The Experience Waterloo board has reviewed 10 applications for funding in the Event Grant fund for Fiscal Year 2025 Q3/Q4, and has recommended funding 8 applications, resulting in a total recommended funding of $81,000. The total economic impact of the projects recommended for funding totals $10,562,991. The total ROI, if funded as recommended, would be $1,120.00 per dollar invested in these events. All the recommended awarded events had an economic impact of over $100,000, with an average economic impact $1,321,000. Experience Waterloo calculates these projections utilizing an economic impact calculator developed for Destination Marketing Organizations by Destinations International and Oxford Economics. The figures are generated from both visitor and event organizer spending and were calculated using the figures available to us in the applications. Partner grants are awarded based off budgets. The dollars allocated were limited, based off the Hotel -Motel "Off the Top" adjustment. Source of Funds: Hotel -motel tax grant funding for FY25 Policy Issue: None Alternative: Do not provide funding or provide alternate funding. Background Information: The Experience Waterloo Board reviewed all applications and scored based on the project's ability to meet the goals of the grant program: 1. Does the project have a significant economic impact / significantly enhance the visitor's experience in Waterloo? 2. Does the project strengthen the perceptions of Waterloo? 3. How important are grant dollars toward ensuring the success of the project? 4.Is the application clear, complete and thought-out? 5. Is the project new, or are there significant changes from previous years? Page 49 of 229 Event Ebonite Winter Classic Bowling Tournamer Date & Location March 28-30, 2024 @ Cadillac XBC TOTAL (event pool) Economic Impact Reccommended $10,562,991 $687,874 $81,000 $6,000 FIRST Robotics Iowa Regional May 16-18, 2024 @ UNI (event pool) $672,985 $5,000 VGM Heartland Conference 25' May3-5,2024 @ WCC (event pool) $1,912,049 $20,000 IOMA Pool 2025 January 26-28, 2024 @ WCC (event pool) $1,673,672 $15,000 IOMA Darts 2025 February23-25,2024 @ WCC (event pool) $515,319 $15,000 My Waterloo Days 2025 June 10-12, 2024 @ WCC (event pool) $1,885,229 $6,000 NWCA National Duels March 20-23, 2024 @ UNI & UNI Dome (event pool) $3,120,314 $11,000 50/50 Team & Doubles Tourney Feb & March @ Cadillac XBC (Event pool) $95,549 $3,000 Page 50 of 229 Recommended ROI $1,120 $114.65 $134.60 $95.60 $111.58 $34.35 $314.20 $283.66 $31.85 Page 51 of 229 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 December 16, 2024 AGENDA ITEM TITLE Resolution approving the request by Almina and Samir Sarkic, for tax exemptions on the construction of a new twin home unit valued at $269,900.00, for property located at 4125 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 N/A ALTERNATIVE ACTION LEGAL DESCRIPTION Prairie Meadow Estates A Condominium Unit 4125 Page 52 of 229 ATTACHMENTS 1. 4125 Omaha Ave CLURA Form 2. 4125 Omaha Ave CLURA Map Page 53 of 229 For Office Use Only Date Received: Received by: Staff to matte 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 lax 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 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: ADDRESS: 412. 5 o 1MA1 4- A-t/e- SIGNATURE:�^�`� EMAIL: 5A-T11 R s t 17J ( Cam c Mfg ►� . TELEPHONE: .5IC7 ` (0SS DATE: r f -2-Ci - A. What is the Address of the property being improved? 4 /25- 0/14-!i' 1ii/1-TE/e6i=t0 What is the Legal Description of the property? (May be available at County Recorder's Office on 2'd floor of the Courthouse) Pete-r-D ow e-5 7-,4 r 0N IT' B. Indicate desired exemption schedule: (1 or 2) I. 67. 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 Year 40% L 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 nata%of the improvement(s)? ,VeW tME D. What was the cost of the new construction? 2-661. goo E. Estimated or actual date of completion of this new construction? //— /J- `2-02-'/ Note: City Council approval does not guarantee tax exemptions. The application must be reviewed and approved by the Black Hawk CountyAssessor's Office for criteria eligibility. DO NOT Write Below this line - Office Use Only F. City of Waterloo Building and Inspections Department Information: 11�1n Permit Number: AlA 10l 7� Date permit was issued: D � f 2W 7 1 Total permit(s) valuation: (V 0j 0 00 CITY OF WATERLOO APPROVED DENIED DATED: RESOLUTION NO: BLACK HAWK COUNTY ASSESSOR APPROVED DENIED DATED: T.J. Koenigsfeld Black Hawk County Assessor , 1AL 5070? 412s Page 54 of 229 GRINDSTONE CIR GRINDSTONE CIR- 4125 Omaha Ave. 0 z 0 0 z rn 0 To MOURNING DOVE DR MOURNING DOVE DR Esri Community Maps Contribut rs, Iowa DNR, © OpenStreetMap, Microsoft, Esri, TomTom, Garmin, SafeGrah, GeoTechnologies, Inc, METI/NASA, USGS, EPA, NPS, US Census Bureau, 9SDA, USFWS, Sources: Esri, Airbus DS, USGS, N_GA_NIASe,, rc;I.A.B,NLRnhin nALCEAS.-NLS,-0S, N-Mo Geodatas It, GSA, Geoland, FEMA, Intermap and the GIS user com Page 5 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Resolution approving the request of Thomas Ralston for a waiver for a concrete driveway, located at 230 Maryland Avenue, with the elimination of the sidewalk section due to inability to meet grade requirements. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION Attached is a request for construction of a concrete driveway with the elimination of the sidewalk section due to the inability to meet requirements of the driveway at 230 Maryland Avenue. I have reviewed this request and recommend its approval subject to the following provisions: 1. Work to be performed by an approved and bonded contractor. 2. A permit is to be obtained from the office of the City Engineer prior to construction. 3. All work shall be performed under the supervision of the City Engineer at no cost to the City of Waterloo. $7.00 cash for the purpose of recording this waiver and a copy of the legal description have been provided to the City Clerk's office. NEIGHBORHOOD IMPACT This is a waiver of the City's Standard Specifications for Driveway Construction. It requires Council approval so that it can be recorded to the property, so that the waiver requirements run with the property ownership. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Page 56 of 229 ALTERNATIVE ACTION LEGAL DESCRIPTION Lot No. 167 and the Southerly 35 feet of even width of Lot No. 166 in Prospect Place, Waterloo, Iowa. ATTACHMENTS 1. DW Waiver_230 Maryland Ave Page 57 of 229 WAIVER Date: 111,22/a9 Honorable Mayor and City Council City Hall Waterloo, IA 50703 Council Persons: I hereby request a waiver to the driveway and sidewalk specifications for the construction of a Ci01( r etc driveway or sidewalk located at (concrete or asphalt) dress) This waiver is needed because of: special surface texture to be used on the concrete approach (i.e., exposed aggregate, brick stamped pattern, paving brick). elimination of the sidewalk section due to the inability to meet the grade requirements. elimination of the sidewalk section for asphalt driveways. placement of a driveway or sidewalk on City right-of-way on an unimproved street. Other: I agree to the following: 1. To remove and replace this driveway to an official elevation at no additional expense to the City of Waterloo at such time that sidewalk is constructed. 2. To remove and replace the private driveway, as needed, to an official elevation at no additional expense to the City of Waterloo at such time that curb and gutter is constructed. 3. To pay for any additional expenses for the replacement of any such textured driveway or sidewalk that has been removed for any City of Waterloo project. 4. To employ a bonded contractor who shall obtain a permit from the office of the City Engineer. 5. To have the driveway constructed according to the specifications and policies of the City Engineer and under his supervision. 6. This waiver is for this property only. Attached herewith is a payment in the amount of seven dollars ($7.00) for the purpose of recording this agreement. (Please make payment to: City of Waterloo.) Respectfully submitted, Printed Name of Property Owner Signature of Property Owner Page 58 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Mohammad Elahi, Traffic Operations Director Traffic Operations Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Resolution approving the installation of a speed hump in the 1900 block of Huntington Road. RECOMMENDED COUNCIL ACTION Requesting approval of speed hump SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT Speed Control DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES 266-17-7120 1400 ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. 1924 HUNTINGTON RD COUNTER Page 59 of 229 Counter was placed at 1924 Hunting Road on 11-12-2024 and pulled 11-20-2024 EB 85% = 34 MPH WB 85% = 32 MPH Volume = 1996 AADT At this time with the data collected a speed hump IS warranted per city policy. Page 60 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Mohammad Elahi, Traffic Operations Director Traffic Operations Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Resolution approving the installation of a speed hump in the 1300 block of Prospect Boulevard. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT Speed Control DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES 266-17-7120 1400 ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. 1305 PROSPECT BLVD COUNTER Page 61 of 229 Counter was placed around 1305 Prospect Blvd on 11-21-2024 and pulled 12-03-2024 Count results NB 85% = 32 MPH SB 85% = 32 MPH Volume = 531 AADT At this time with the data collected a speed hump IS warranted at this time per city policy. Page 62 of 229 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 December 16, 2024 AGENDA ITEM TITLE Resolution approving an Iowa Brownfield Redevelopment Program Community Assistance Grant from the Iowa Department of Natural Resources in an amount not to exceed $20,260.00, for asbestos survey services to assist with the cleanup activities at the former Rath buildings, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The City of Waterloo received a grant from the EPA for the cleanup (asbestos abatement) of former Rath buildings. The City of Waterloo hired Eocene (formerly Impact7G) to be the qualified environmental professional to oversee the project. Eocene has identified potential additional asbestos containing material not identified in the previously completely asbestos survey work for the buildings, as well as noted that some of the identified asbestos containing material is not clearly identified for amounts or clear locations of where they are located within the large 6-story building complex. Eocene has recommended that additional testing be completed to suplament the existing survey to ensure a smooth process when the asbestos abatement is bid. The Iowa DNR has agreed to provide a Community Assistance Grant in a not to exceed amount of $20,260 to cover the expenses of the additional testing. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES N/A (100% funding grant) Page 63 of 229 ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. RathColdStorageACMSupplemental-Inspection-DNRGrantContract Page 64 of 229 IOWA BROWNFIELD REDEVELOPMENT PROGRAM COMMUNITY ASSISTANCE GRANT CONTRACT Contractor: Contract Number: IOWA DEPARTMENT OF NATURAL RESOURCES City of Waterloo 25-7540-06 Brownfield Redevelopment Program Contract Title: ACM Inspection — Rath Packing Cold Storage Contract Amount: $20,260.00 — price not to exceed Federal ID Number: 42-6005327 Federal UEI Contractor Officer: Aric Schroeder, City Planner, City of Waterloo Contractor Email Address: aric.schroder@waterloo-ia.org DNR Project Officer: Mel Pins, 515-729-4616 Land Quality Bureau Distribution Copies: Copy One — IDNR Copy Two — Contractor Time of Performance: December 27, 2024 — February 15, 2025 Time of Final Documentation: March 15, 2025 Term of Contract: April 15, 2025 Submit Reporting Forms and Claim Vouchers To: Issue Payment To: Mel Pins Land Quality Bureau Iowa Department of Natural Resources 502 E. 9th Street Des Moines, Iowa 50319-0034 City of Waterloo 715 Mulberry St. Waterloo, IA 50703 Page 65 of 229 Rath Packing Cold Storage - ACM Inspection Contract 25-7540-06 Page 2 of 11 SPECIAL CONDITIONS AND GENERAL CONDITIONS The Contractor shall deliver all information and complete all tasks detailed in the Special Conditions. The rights and obligations of the parties to this Contract shall be subject to and governed by the Special Conditions, the General Conditions, and the Appendices. To the extent of any inconsistency between the Special Conditions, the General Conditions, and the Appendices and any specifications or other conditions that are made a part of this Contract by reference or otherwise, the provisions of the Special Conditions and the General Conditions shall control. To the extent of any inconsistency between the Special Conditions and the General Conditions, the provisions of the Special Conditions shall control. SPECIAL CONDITIONS ARTICLE I. IDENTIFICATION OF PARTIES, PROJECT, AND PROJECT AREA This Contract is by and between the City of Waterloo (hereinafter referred to as the Contractor) and the Iowa Department of Natural Resources (hereinafter referred to as the Department) for the purpose of assisting in cost and activities to conduct a supplemental asbestos containing material (ACM) inspection of the building structures within the Project Area. The Project Area is, at a minimum, defined as the former Rath Packing Company meat packing plant structures located at 1442 Sycamore St., historically referenced to include cold storage buildings #9, #26, #45, #115, and #131, and additional operations within the refrigerated dock (#57), manufacturing (#88), and hog cutting (#129) buildings, all within parcel# 891325261024, consisting of approximately 4.42 acres, within the City of Waterloo, Black Hawk County, Iowa. Deficiencies were noted in previous, certified asbestos inspections of areas where asbestos was assumed; however, sampling did not occur. This supplemental inspection will assist in confirming the presence and extent of suspected asbestos building materials within the Project Area. ARTICLE II. DESIGNATION OF OFFICIALS 2.1 Department. The Deputy Director of the Department shall execute any changes in the terms, conditions, or amounts specified in this Contract. Mel Pins shall negotiate on behalf of the Department and, subject to the approval of the Deputy Director, make any changes to this Contract. 2.2 Contractor. The Contractor Officer is authorized to execute any changes in the terms, conditions, or amounts specified in this Contract. 2.3 Key Contract Personnel. Mel Pins, executive officer, Iowa Department of Natural Resources, 515-729-4616 Aric Schroeder, City Planner, City of Waterloo 319-291-4399 Page 66 of 229 Rath Packing Cold Storage - ACM Inspection Contract 25-7540-06 Page 3 of 11 ARTICLE III. TIME OF PERFORMANCE, TERM OF CONTRACT 3.1 Time of Performance. The Contractor shall commence work under this Contract on the beginning date and complete contract tasks by the ending date, as set forth in this Contract unless changed by mutual written agreement. Contract tasks include all actions and/or submittals required of the Contractor in accordance with this agreement. This contract shall not cover work, costs, or other expenses not referenced within this contract. 3.2 Term of Contract. The Contract remains open for the Term of Contract as stated on the title page of this Contract. The Contract and all obligations of the Department contained herein may be terminated upon the occurrence of one of the following: a) the Contract is terminated due to any default under Section 11 of the General Conditions; or b) no claims for reimbursement are submitted prior to the Term of Contract. ARTICLE IV. SCOPE OF WORK 4.1 Project Description. The Contractor shall retain the services of a certified asbestos inspector for the proper assessment, testing, and documentation of asbestos containing material (ACMs) within the structure(s) at the project area. 4.2 Permitting and Quality Assurance. The Contractor shall ensure that the completion of the asbestos inspection is conducted in accordance with Federal and State Laws and regulations, including, but not limited to: 1. Title 29 Code of Federal Regulations Section 1910.1001, General Industry Standard for Asbestos. 2. Title 29 Code of Federal Regulations Section 1926.1101, Construction Industry Standard for Asbestos. 3. Title 29 Code of Federal Regulations Section 1910.134, General Industry Standard for Respiratory Protection. 4. Title 29 Code of Federal Regulations Section 1910.2, Access to Employee Exposure and Medical Records. 5. Title 29 Code of Federal Regulations Section 1910.1200, Hazard Communication Rule. 6. Title 40 Code of Federal Regulations Part 61 Subpart A and Subpart M (revised Subpart B), National Emissions Standard of Hazardous Air Pollutants. 7 Iowa Administrative Code Section 530 Chapter 81 & 82, Asbestos Control Procedures. 8. Title 49 Code of Federal Regulations Part 171-180, Department of Transportation, Transportation of Hazardous Waste. The most recent edition of any relevant regulations, standard, document or code shall be in effect. Where conflict among the requirements or with these Specifications exists, the most stringent requirements shall be utilized. Page 67 of 229 Rath Packing Cold Storage - ACM Inspection Contract 25-7540-06 Page 4 of 11 4.3 Milestones: The contractor shall accomplish the activities listed in the Project Milestones by the assigned date. If changes are required, the contractor must contact the Department in writing and receive approval of the amendment in writing. PROJECT MILESTONES Completion Date Activity February 15, 2025 Completion of certified ACM inspection of the roof structure at the Project Area March 15, 2025 Submittal of completed ACM inspection with copy of invoice 4.4 Project Budget: The Department agrees to pay the Contractor for expenses incurred for the Project in the amounts stated in the budget outlined on this page, not to exceed the Contract Amount indicated on the title page of this Contract. Expenses shall be paid only for those costs invoiced to the Contractor by the selected consultant, and if such costs are less than the Price Not to Exceed, the contractor shall not make any further claim for any remaining budget amounts not expended within the invoice provided. ITEM Price not to exceed Asbestos Containing Materials (ACM) Inspection $20,260.00 TOTAL: $20,260.00 4.5 Budget Amendments: The Contractor shall request any budget deviations between any existing budget line items. The Contractor shall provide the Department a written request of the proposed budget deviation. The proposed revised budget can not exceed the contract award amount as identified on the title page of the contract and local match requirements must be maintained. This written notice shall include: a) a statement of the reason(s) the budget deviation is requested and the impact on the intent of the project; b) a revised budget indicating affected budget line items The Department will respond in writing to the request. Expenses can not occur relating to the revised budget until the Contractor receives an approval letter from the Department. Page 68 of 229 Rath Packing Cold Storage - ACM Inspection Contract 25-7540-06 Page 5 of 11 4.6 Claim Submittal Procedure: The Contractor shall submit: a) a request letter stating what expenses have been incurred, the amount of the expenses, and that the Contractor is requesting reimbursement payment per the terms of the contract. b) Copy of the ACM inspection, either in hard copy or electronic version in PDF. c) Copy of the invoice received for the ACM inspection by the environmental consulting firm used by the Contractor Claim submittals should be sent to: Mel Pins Iowa Department of Natural Resources 6200 Park Ave, Suite 200 Des Moines, Iowa 50321 Claims must be submitted within forty-five (45) days of the date of the oldest attached invoice. Only one claim, based on the value of the contract and all work completed therein, shall be submitted. No partial claims or partial draws shall be submitted for reimbursement. Claims shall be made only on items listed in the project budget outlined in section 4.5 of this contract. 4.7 Funding. The Department will process claims for payment within thirty (30) working days provided: a) all required documentation is attached; b) all Contractor requirements (including local, state, and federal statutes, ordinances, rules, and regulations), to date, are completed to the satisfaction of the Department; and c) The Contractor is accomplishing Project Milestones identified in Article IV to the satisfaction of the Department. If any of these conditions is not met, the Department will notify the Contractor of the deficiencies and the Department may return the canceled claim voucher to the Contractor. A new claim voucher may be submitted to the Department for payment once Contract requirements are met. ARTICLE V. REVIEW OF WORK The Department or its advisors shall have the right to review and observe at any time, completed work or work in progress on the Project. 5.1 Milestones: Milestone activities must be met by the assigned date. If the assigned date needs to be amended, prior written Department approval must be received. Failure to accomplished milestones by contracted or amended dates may result in any or all of the following: 1. Claims based on such work not completed will not be paid by the Department, or; 2. The Department terminates the Contract and declares the entire unpaid grant balance to be non -claimable by the contractor. Page 69 of 229 Rath Packing Cold Storage - ACM Inspection Contract 25-7540-06 Page 6 of 11 5.2 Budget: Execution of this Contract is certification that existing in -kind local match, as represented in the project budget is true, correct, and accurate. Falsely represented in -kind local match may result in any or all of the following: 1. The Department terminates the Contract and declares the entire unpaid of grant balance to be non -claimable by the contractor, and previous claims paid by the department shall be refunded by the contractor. 5.3 Project Failure. In the event that the Project fails or ceases operations as originally proposed during the Term of Contract and without prior Department approval the Department may: 1. The grant portion of the award will revert to a zero interest loan. 2. The Department terminates the Contract and declares the entire paid or awarded grant balance and costs of collection immediately due and payable. 3. The Department may repossess all nonexpendable tangible personal property used in the performance of this Contract. 5.4 Funding for this Project is subject to the continued financial support of the State of Iowa. If the State discontinues funding, this Contract may be terminated or amended by the Department. 5.5 Ninety (90) days after the end of the Time of Performance the Department shall de -obligate any un-used award monies from the Project. ARTICLE VI. INSURANCE 6.1 The Contractor shall submit to the Department a copy of the Contractor's Certificate of Insurance and a written statement to attest that the Contractor holds an adequate level of insurance to insure items funds. This documentation shall be submitted before the time of purchase of grant and/or loan funded items unless approved by the DNR Project Officer. 6.2 The Department or its advisors shall have access for the purpose of examination of any insurance policy and associated records regarding insurance coverage of any item purchased or constructed using funds under this Contract. 6.3 The Contractor shall maintain an adequate level of insurance for the period set forth under Term of Contract. Page 70 of 229 Rath Packing Cold Storage - ACM Inspection Contract 25-7540-06 Page 7of11 GENERAL CONDITIONS SECTION 1. ENTIRE AGREEMENT This Contract with all attachments and references constitutes the entire Agreement between the Department and the Contractor with respect to the subject matter hereof, and the Contractor acknowledges that it is entering into the Contract solely on the basis of the terms and conditions herein contained and not in reliance upon any representative statement, inducement or promise, whether oral or written, not contained herein. SECTION 2. AMENDMENT The Department or the Contractor may initiate an amendment to this Contract. Any amendment is effective only if in writing and agreed to by the Department and the Contractor. The amendment shall be effective as of the date it is agreed upon, unless otherwise specified in the amendment. SECTION 3. AVAILABILITY OF DATA All information and data obtained by the Contractor in connection with the Contract shall be made available to the Department. Such information and data shall become the property of the Department except that which is necessary for the patent or copyright purposes of the Contractor. SECTION 4. ASSUMPTION OF RISK AND LIABILITIES The Contractor shall assume all risks and liabilities in connection with the performance of the Contract and shall be responsible for all claims, demands, action or causes of action of whatever nature or character arising out of or by reason of the execution or performance of the work provided for herein, except to the extent caused by the State of Iowa. The Contractor shall indemnify and hold harmless the Department, its employees, agents or representatives, and the State of Iowa from all claims, demands, actions or causes of actions, arising out of or by reason of the execution or performance of the work provided for herein, and shall be responsible for all attorney fees, costs and expenses incurred by the Department, its employees, agents or representatives and the State of Iowa, except to the extent caused by the State of Iowa. SECTION 5. TRANSFER OF WORK The Contractor shall not transfer or assign any part or portion of the work on the Contract without the prior written consent of the Department. SECTION 6. REVIEW OF WORK The Department shall have the right to review and observe, at any time, completed work or work in progress on the Contract. SECTION 7. COMPLIANCE REQUIREMENTS The contractor shall comply with all local, state, and federal statutes, ordinances, and rules or other requirements applicable to the establishment and operation of the contractor's facility. Page 71 of 229 Rath Packing Cold Storage - ACM Inspection Contract 25-7540-06 Page 8 of 11 SECTION 8. ACCOUNTS AND RECORDS 8.1 The Contractor agrees to maintain books, documents, and other records pertaining to all costs and expenses incurred and revenues acquired during this Contract to the extent and in such detail as will properly reflect all costs, direct and indirect, of labor, materials, equipment, supplies and services, and other costs and expenses of whatever nature for which reimbursement is claimed. The Contractor shall be prepared to support charges for salaries and wages by time, attendance and payroll records. 8.2 The Department, State Auditor, or any of their duly appointed representatives, shall have access for the purpose of audit and examination to any books, documents, papers and records of the Contractor which are pertinent at all reasonable times during the period of retention provided for in Sections 8.3, 8.4, and 8.5 below and shall have the right to make copies of excerpts or make other transcriptions thereof, subject to the provisions of 199 Iowa Administrative Code Section 1.9 and Iowa Code Chapter 22. 8.3 All records in the possession of the Contractor pertaining to this Contract shall be retained by the Contractor for the period of five (5) years beyond the ending date set forth under Term of Contract. 8.4 Records relating to any litigation or claim arising out of the performance of this Contract, or costs or expenses of this Contract to which exception has been taken as a result of inspection or audit, shall be retained by the Contractor until such litigation, claim, or exception has been finally settled or until five years from the ending date of Term of Contract has expired, whichever occurs later. 8.5 The Contractor, in maintaining Contract expenditure accounts and records and reports, shall make any necessary adjustments to reflect refunds, credits, underpayments or overpayments, as well as any adjustments resulting from any administrative reviews and audits by the United States or by the State of Iowa or by the Contractor. Such adjustments shall be set forth in the financial reports filed with the Department. SECTION 9. UNALLOWABLE COSTS The following costs are unallowable under this Contract: a) Legal expenses for the prosecution of claims against the Department, the State of Iowa, the Federal Government, or any subdivision thereof; b) The difference in costs between first class air accommodations and less than first class air accommodations, unless less than first class air accommodations are not available; c) Bad debts (any losses arising from uncollectible accounts and other claims and related costs); d) Contingencies (contributions to a contingency reserve or any similar provision for unforeseen events); e) Contributions or donations; f) Entertainment (costs of amusements, social activities, and incidental costs relating thereto, such as meals, beverages, lodgings, rentals, transportation, and gratuities); g) Fines and penalties (costs relating from violations of, or failure to comply with federal, state and local laws and regulations); Page 72 of 229 Rath Packing Cold Storage - ACM Inspection Contract 25-7540-06 Page 9 of 11 h) Other financial costs (interest on borrowings -- however represented, bond discounts, costs of financing and refinancing operations, and legal and professional fees paid in connection therewith); i) Insurance premiums and other costs associated with insuring items purchased using loan funds; j) Office equipment such as furniture and computers, etc. SECTION 10. TERMINATION OF CONTRACT 10.1 Termination for cause - The Department may terminate this Contract in whole or in part, at any time before the expiration date, whenever the Department has determined that the Contractor has materially failed to comply with the conditions of the Contract. The Department shall promptly notify the Contractor in writing of the determination and reasons for the termination, together with the effective date. Payments made to the Contractor or recoveries by the Department under Contracts terminated for cause shall be in accord with the legal rights and liabilities of the parties. 10.2 Termination for convenience - The Department or Contractor may terminate the Contract in whole or in part when both parties agree that the continuation of the Contract would not produce beneficial results commensurate with the future expenditure of funds. The two parties shall agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated. The Contractor shall not incur new obligations for the terminated portion after the effective date and shall cancel as many outstanding obligations as possible. The Contractor shall prepare and deliver to the Department copies of a final report, within sixty (60) days, summarizing the work performed and the results obtained to date, together with such information and items which, if the Contract had been completed, would have been required to be furnished to the Department. SECTION 11. PERSONNEL 11.1 Selection - The Contractor represents that it has, or will secure, all personnel required in performing the work and services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the Department. 11.2 Qualification - All of the work and services required hereunder will be performed by the contractor or under its supervision and all personnel engaged in the work shall be fully qualified and shall be authorized under state and local law to perform such services. 11.3 Change of Key Personnel - Any individual specified by name under the article Key Personnel within the Special Conditions herein is considered essential to the work and services to be performed. If for any reason substitution for a specified individual becomes necessary, the contractor shall provide immediate written notification of such to the Department. The Contractor shall provide the name and resume of qualifications for the replacement individual. Any replacement shall be subject to the approval of the Department. SECTION 12. EFFECT OF INVALIDITY If any of the provisions herein shall be in conflict with the laws of the State of Iowa, or shall be declared to be invalid by any court of record in this state, such invalidity shall Page 73 of 229 Rath Packing Cold Storage - ACM Inspection Contract 25-7540-06 Page 10 of 11 be construed to affect only such portions as are declared invalid or in conflict with the law and such remaining portions of the Contract shall remain in effect and shall be construed as if such invalid or conflicting portions were not contained herein. SECTION 13. LITIGATION 13.1 The Contractor agrees to pay the cost of any litigation arising from failure of the contractor to comply with the conditions or terms of this Contract or resulting from the negligence or incompetence of the Contractor. In carrying out the provisions of the Contract or in exercising any power or authority otherwise, it is understood that in such matters the Department acts for the State. 13.2 The venue for any cause of action based upon this Contract by either party to this Contract, shall be in Polk County, Iowa, and the law of the State of Iowa shall apply. SECTION 14. ASSURANCE 14.1 The Contractor shall not discriminate against any employee or applicant for employment because of race, creed, color, religion, national origin, sex, age, political belief, or handicap, in its employment practices. Such employment practices may include, but are not limited to, recruitment, recruitment advertising, hiring, layoff or termination, promotion, demotion, transfer, rates of pay, training and participation in upward mobility programs, or other forms of compensation and use of facilities. 14.2 The Contractor will send to each labor union or representative or workers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or representative of the Contractor's commitments under this nondiscrimination clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 14.3 The Contractor will comply with all relevant provisions of the Iowa Civil Rights Act and Iowa Code 1913.7, Iowa Executive Order #15 of 1973, and Title VI of the Civil Rights Act of 1964 (PL 88-352). The Contractor shall furnish all information and reports requested by the department and will permit access to its payroll and employment records by the Department or the Department's grantor agency for purposes of investigation to ascertain compliance with this nondiscrimination clause consistent with Iowa Code Chapter 22. The contractor may be required to make available upon request its Affirmative Action Program containing goals and time deadline. Any breach of the above provisions shall be regarded as a material breach of Contract and justification for termination for cause. 14.4 In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Contract, this Contract may be canceled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further action, and such sanctions may be imposed and remedies invoked, as provided by the Iowa Civil Rights Act, Chapter 216, Code of Iowa, as heretofore and hereinafter amended, or as otherwise provided by law. Page 74 of 229 Rath Packing Cold Storage - ACM Inspection Contract 25-7540-06 Page 11 of 11 SECTION 15. CONTINGENT FEES The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the Department shall have the right to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. SECTION 16. OFFICERS NOT TO BENEFIT No officer or employee of the State shall participate in any decision relating to this Contract that affects his or her personal interest or the interest of any corporation, partnership, or association in which he or she is directly or indirectly interested; or have any interest, direct or indirect, in this Contract or the proceeds thereof. CONTRACT SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have executed this Contract. CITY OF WATERLOO IOWA DEPARTMENT OF NATURAL RESOURCES By: By: Name: Quentin Hart Name: Edmund J. Tormey Title: Mayor Title: Administrator Environmental Services Division Date: Date: Page 75 of 229 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Motion to approve Final Quantity Summary with Boulder Contracting, LLC., of Grundy Center, Iowa, for a net increase of $59,925.05, in conjunction with the FY 2025 Sidewalk Ramp & Trail Repair Program - Zone 4, Contract No. 1106, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION This is the accumulated amount of adjustments from original to final quantities that were determined necessary during the construction of the project, which results in a net increase to the total project cost. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 76 of 229 1. FINAL QTYS Page 77 of 229 CITY OF WATERLOO, IOWA FINAL QUANTITY ADJUSTMENT PROJECT: FY 2025 SIDEWALK RAMP & TRAIL REPAIR PROGRAM — ZONE 4, CONTRACT NO. 1106 DATE PREPARED: DECEMBER 3, 2024 AMOUNT: $59,925.05 INCREASE TO: BOULDER .CONSTRUCTING, LLC , CONTRACTOR YOU ARE HEREBY ORDERED TO MAKE THE FOLLOWING CHANGES FROM THE PLANS AND SPECIFICATIONS OR PERFORM THE FOLLOWING EXTRA WORK ON YOUR CONTRACT DATED MAY 20, 2024. A. DESCRIPTION OF CHANGE TO BE MADE OR EXTRA WORK TO BE DONE: ADJUST CONSTRUCTION QUANTITIES TO ACTUAL CONSTRUCTION QUANTITIES. B. REASON FOR ORDERING CHANGE OR EXTRA WORK: AS -BUILT QUANTITIES VARIED FOR SOME BID ITEMS. C. SETTLEMENT FOR COST OF WORK TO BE MADE AS FOLLOWS: COMPENSATION ALREADY MADE TO CONTRACTOR THROUGH BID ITEMS. TOTAL INCREASE = $59,925.05 BY: BOULDER CONSTRUCTING, LLC MAYOR DATE CONTRACTOR BY: —� � Az/r/ry DATE ATTEST: TITLE: CITY CLERK DATE „oirojYr, r rA.IN.f6I Page 78 of 229 FY 2025 SIDEWALK RAMP & TRAIL REPAIR PROGRAM - ZONE 4 CONTRACT NO. 1111 DIVISION 1-ADASIDEWALK RAMP REPAIRS BID ITEM ITEM DESCRIPTION UNIT CONTRACTOR UNIT PRICE ORIGINAL BID QUANTITY TOTAL ORIGINAL BID PRICE FINAL QUANTITY TOTAL CONTRACT PRICE QUANTITY DIFFERENCE INCREASE/DECREASE 1 REMOVE SIDEWALK SF $ 3.50 4,450.40 $ 15,576.40 5,737.0 $ 20,079.50 1286.60 $ 4,503.10 2 SIDEWALK, PCC, 4" SF $ 10.00 1,767.20 $ 17,672.00 2,757.3 $ 27,573.00 990.10 $ 9,901.00 3 SIDEWALK, PCC, 6" SF $ 11.35 2,683.50 $ 30,457.73 3,678.9 $ 41,755.52 995.40 $ 11,297.79 4 SIDEWALK CURB LF $ 50.00 10.30 $ 515.00 9.3 $ 465.00 -1.00 $ (50.00) 5 DETECTABLE WARNING SURFACE SF $ 40.00 366.00 $ 14,640.00 508.0 $ 20,320.00 142.00 $ 5,680.00 6 SAW CUT, 1/2" CURB OPENING LF $ 22.00 247.00 $ 5,434.00 330.5 $ 7,271.00 83.50 $ 1,837.00 7 EXCAVATION, CLASS 10 SF $ 6.50 2,356.00 $ 15,314.00 3,345.2 $ 21,743.80 989.20 $ 6,429.80 8 HYDROSEEDING SF $ 5.60 2,382.00 $ 13,339.20 4,833.3 $ 27,066.48 2451.30 $ 13,727.28 9 FULL DEPTH PATCH , ASPHALT SY $ 265.00 2.90 $ 768.50 1.0 $ 265.00 -1.90 $ (503.50) 10 EROSION & SEDIMENT CONTROL LS $ 1,075.00 1.00 $ 1,075.00 1.0 $ 1,075.00 0.00 $ - 11 TRAFFIC CONTROL LS $ 5,000.00 1.00 $ 5,000.00 1.0 $ 5,000.00 0.00 $ - 1003 CLASS A SIDEWALK SF $ 11.50 305.90 $ 3,517.85 305.9 $ 3,517.85 0.00 $ - 1004 TRAFFIC CONTROL - COMMERCIAL ST X W 5TH ST LS $ 1,000.00 1.00 $ 1,000.00 1.0 $ 1,000.00 0.00 $ - 1005 REMOVE CURB & GUTTER LF $ 43.00 97.90 $ 4,209.70 97.9 $ 4,209.70 0.00 $ - 1006 CURB & GUTTER, 24", 7.5" LF $ 60.00 67.10 $ 4,026.00 30.8 $ 1,848.00 -36.30 $ (2,178.00) 1007 CURB & GUTTER, 24", 9" LF $ 61.00 30.80 $ 1,878.80 67.1 $ 4,093.10 36.30 $ 2,214.30 $ 134,424.18 $ 187,282.95 $ 52,858.77 CHANGE ORDER #1 - LEISURE SERVICES BID ITEM ITEM DESCRIPTION UNIT CONTRACTOR UNIT PRICE ORIGINAL BID QUANTITY TOTAL ORIGINAL BID PRICE FINAL QUANTITY TOTAL CONTRACT PRICE QUANTITY DIFFERENCE INCREASE/DECREASE 1001 SLAB ON GRADE, REINFORCED 5" PCC SF $ 14.15 654.0 $ 9,254.10 654.0 $ 9,254.10 0.00 $ - 1002 THICKENED EGDE LF $ 40.00 34.0 $ 1,360.00 34.0 $ 1,360.00 0.00 $ - $ 10,614.10 $ 10,614.10 $ - DIVISION 2 - WATERLOO REGIONAL AIRPORT SIDEWALK RAMP REPAIRS BID ITEM ITEM DESCRIPTION UNIT CONTRACTOR UNIT PRICE ORIGINAL BID QUANTITY TOTAL ORIGINAL BID PRICE FINAL QUANTITY TOTAL CONTRACT PRICE QUANTITY DIFFERENCE INCREASE/DECREASE 1 REMOVE SIDEWALK SF $3.50 458.0 $ 1,603.00 467.0 $ 1,634.50 9.00 $ 31.50 2 SIDEWALK, PCC, 6" SF $12.00 458.0 $ 5,496.00 467.0 $ 5,604.00 9.00 $ 108.00 3 DETECTABLE WARNING SURFACE SF $46.00 53.1 $ 2,442.60 39.1 $ 1,798.60 -14.00 $ (644.00) 4 REMOVE CURB & GUTTER LF $43.00 49.6 $ 2,132.80 49.6 $ 2,132.80 0.00 $ - 5 CURB & GUTTER, 24", 9" LF $61.00 49.6 $ 3,025.60 50.2 $ 3,062.20 0.60 $ 36.60 6 EXCAVATION, CLASS 10 SF $10.00 48.4 $ 484.00 30.0 $ 300.00 -18.40 $ (184.00) 7 HYDROSEEDING SF $21.00 48.4 $ 1,016.40 30.0 $ 630.00 -18.40 $ (386.40) 8 EROSION & SEDIMENT CONTROL LS $510.00 1.0 $ 510.00 1.0 $ 510.00 0.00 $ - 9 TRAFFIC CONTROL LS $1,000.00 1.0 $ 1,000.00 1.0 $ 1,000.00 0.00 $ - $ 17,710.40 $ 16,672.10 $ (1,038.30) DIVISION 3 - VERMONT ST SIDEWALK INFILL BID ITEM ITEM DESCRIPTION UNIT CONTRACTOR UNIT PRICE ORIGINAL BID QUANTITY TOTAL ORIGINAL BID PRICE FINAL QUANTITY TOTAL CONTRACT PRICE QUANTITY DIFFERENCE INCREASE/DECREASE 1 SIDEWALK, PCC, 4" SF $ 11.50 625.80 $ 7,196.70 640.0 $ 7,360.00 14.20 $ 163.30 2 SIDEWALK, PCC, 6" SF $ 17.00 34.30 $ 583.10 39.7 $ 674.90 5.40 $ 91.80 3 DETECTABLE WARNING SURFACE SF $ 54.00 8.00 $ 432.00 10.0 $ 540.00 2.00 $ 108.00 4 SAW CUT, 1/2" CURB OPENING LF $ 35.00 6.60 $ 231.00 8.0 $ 280.00 1.40 $ 49.00 5 EXCAVATION, CLASS 10 SF $ 7.00 660.10 $ 4,620.70 660.1 $ 4,620.70 0.00 $ - 6 HYDROSEEDING SF $ 5.75 1,511.60 $ 8,691.70 1,152.5 $ 6,626.88 -359.10 $ (2,064.83) 7 EROSION & SEDIMENT CONTROL LS $ 865.00 1.00 $ 865.00 1.0 $ 865.00 0.00 $ - 8 TRAFFIC CONTROL LS $ 1,000.00 1.00 $ 1,000.00 1.0 $ 1,000.00 0.00 $ - $ 23,620.20 $ 21,967.48 $ (1,652.73) CHANGE ORDER #3 - 106 E 4TH STREET BID ITEM ITEM DESCRIPTION UNIT CONTRACTOR UNIT PRICE ORIGINAL BID QUANTITY TOTAL ORIGINAL BID PRICE FINAL QUANTITY TOTAL CONTRACT PRICE QUANTITY DIFFERENCE INCREASE/DECREASE 3001 REMOVE SIDEWALK SF $ 3.50 966.0 $ 3,381.00 1,628.8 $ 5,700.80 662.80 $ 2,319.80 3002 SIDEWALK, PCC, 4" SF $ 11.50 891.8 $ 10,255.70 1,378.8 $ 15,856.20 487.00 $ 5,600.50 3003 CLASSS A SIDEWALK SF $ 12.50 62.4 $ 780.00 0.0 $ - -62.40 $ (780.00) 3004 STUMP REMOVAL LS $ 1,500.00 2.0 $ 3,000.00 2.0 $ 3,000.00 0.00 $ - $ 17,416.70 $ 24,557.00 $ 7,140.30 DIVISION 4 - TRAIL REPAIRS BID ITEM ITEM DESCRIPTION UNIT CONTRACTOR UNIT PRICE ORIGINAL BID QUANTITY TOTAL ORIGINAL BID PRICE FINAL QUANTITY TOTAL CONTRACT PRICE QUANTITY DIFFERENCE INCREASE/DECREASE 1 REMOVE TRAIL, PCC SF $ 3.00 5,765.0 $ 17,295.00 6,046.0 $ 18,138.00 281.00 $ 843.00 2 TRAIL, PCC, 6" SF $ 8.00 5,765.0 $ 46,120.00 6,046.0 $ 48,368.00 281.00 $ 2,248.00 3 TRAIL FULL DEPTH PATCH , ASPHALT SY $ 158.00 60.0 $ 9,480.00 57.0 $ 9,006.00 -3.00 $ (474.00) 4 TRAFFIC CONTROL LS $ 4,000.00 1.0 $ 4,000.00 1.0 $ 4,000.00 0.00 $ - 4001 MINOR MANHOLE ADJ EACH $ 500.00 2.0 $ 1,000.00 2.0 $ 1,000.00 0.00 $ - 4002 REMOVE TRAIL SF $ 3.50 140.0 $ 490.00 140.0 $ 490.00 0.00 $ - 4003 TRAIL, PCC, 6" SF $ 12.00 140.0 $ 1,680.00 140.0 $ 1,680.00 0.00 $ - $ 80,065.00 $ 82,682.00 $ 2,617.00 FINAL QTY SUMMARY $ 59,925.05 PAYMENTS PAY ESTIMATE #1 $ 37,458.2 PAY ESTIMATE #2 $ 186,658.5 PAY ESTIMATE #3 $ 27,919.9 PAY ESTIMATE #4 $ 63,314.4 PAY ESTIMATE #5 $ 10,903.5 RETAINAGE $ 17,521.2 TOTAL PAYMENTS $ 343,775.6 CHANGE ORDERS CHANGE ORDER #1 $ 14,132.0 CHANGE ORDER #2 $ 1,000.0 CHANGE ORDER #3 $ 17,416.7 CHANGE ORDER #4 $ 13,284.5 CHANGE ORDER TOTAL $ 45,833.15 FINAL AMOUNT ORIGINAL CONTRACT AMOUNT $238,017.4 CHANGE ORDER TOTAL $45,833.2 REVISED CONTRACT AMOUNT $283,850.6 FINAL QUANTITY SUMMARY $59,925.0 FINAL CONTRACT AMOUNT $343,775.6 Page 79 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Boulder Contracting, LLC, of Grundy Center, Iowa, in the amount of $343,775.62, in conjunction with the FY 2025 Sidewalk Ramp & Trail Program - Zone 4, Contract No. 1106, and receive and file a two-year maintenance bond. RECOMMENDED COUNCIL ACTION Approve completion of project. SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Property Owner Assessments ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 80 of 229 1. #1106 Maintenance Bond Page 81 of 229 Maintenance Bond Bond No 402197F Westfielc! Insurance Co. Westfield Group SM One Park Circle, PO Box 5001 Westfield Center, Ohio 44251-5001 Toll free: 1-800-243-0210 KNOW ALL MEN BY THESE PRESENTS: That we, Boulder Contracting. LLC (hereinafter called the "Principal"), and the Westfield Insurance Company, of Westfield Center, Ohio, a corporation duly organized under the laws of the State of Ohio, and duly licensed to transact business in the State of Iowa (hereinafter called the "Surety"), are held and firmly bound unto the city of Waterloo (hereinafter called the "Obligee"), in the sum of Three hundred forty three thousand seven hundred seventy five & 62/100 Dollars (S 343.775.62 ), for the payment of which sum well and truly to be madgpme-rthe-said-Rrinsipal-and-the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. Signed this 2nd day of December 2024 WHEREAS, the said Principal has heretofore entered into a contract with the city of Waterloo dated December 2nd , 2024 for FY 2025 Sidewalk Ramp & Trail Repair Program - Zone 4, Contract No. 1106 and WHEREAS, the said Principal is required to guarantee the installed under said contract, against defects in materials or workmanship which may develop during the period beginning on the 2nd day of December 2024 and ending on the 2nd day of December 2026. In no event shall losses paid under this bond aggregate more than the amount of this bond. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if said Principal shall faithfully carry out and perform the said guarantee, and shall, on due notice, repair and make good at its own expense any and all defects in materials or workmanship in the said work which may develop during the period specified above or shall pay over, make good and reimburse to the said Obligee all loss and damage which said Obligee may sustain by reason of failure or default of said Principal so to do, then this obligation shall be null and void; otherwise shall remain in full force and effect. PROVIDED, HOWEVER, that in the event of any default on the part of said Principal, a written statement of the particular facts showing such default and the date thereof shall be delivered to the Surety by registered mail, at its office in Westfield Center, Ohio, promptly and in any event within ten (10) days after the Obligee or his representative shall learn of such default; and that no claim, suit, or action by reason of any default of the Principal shall be brought hereunder after the expiration of thirty days from the end of the maintenance period as herein set forth. BD 5953 - (11/97) By: By: Jos Boulder Contracting,, LLC WESTFIELD IN . Schmit Principal URANCE COMPANY Attorney -in -Fact Page 82 of 229 • MIS POWER OF ATTORNEY SUPERCEDES ANY PREVIOUS POWER BEARING THIS SAME POWER # AND ISSUED PRIOR TO 06t20/22, FOR ANY PERSON OR PERSONS NAMED BELOW. CERTIFIED COPY General POWER NO. 1429172 00 Power Westfield Insurance Co. of Attorney Westfield National Insurance Co. Ohio Farmers Insurance Co. Westfield Center, Ohio Know All Men by These Presents, That WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, corporations, hereinafter referred to individually as a "Company" and collectively as "Companies," duly organized and existing under the laws of the State of Ohio, and having its principal office in Westfield Center, Medina County, Ohio, do by these presents make, constitute and appoint JOSEPH I. SCHMIT, JEFFREY R. BAKER, GREG T. LAMAIR, E. A. VONHARZ, BRANDON HORBACH, JOINTLY OR SEVERALLY of WEST DES MOINES and State of IA its true and lawful Attorney(s)-in-Fact, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings, or other instruments or contracts of suretyship in any penal limit. - - - - - - - LIMITATION: THIS POWER OF ATTORNEY CANNOT BE USED TO EXECUTE NOTE GUARANTEE, MORTGAGE DEFICIENCY, MORTGAGE GUARANTEE, OR BANK DEPOSITORY BONDS. and to bind any of the Companies thereby as fully and to the same extent as If such bonds were signed by the President, sealed with the corporate seal or the applicable Company and duly attested by Its Secretary, hereby ratifying and confirming all that the said Attorney(s)-In-Fact may do in the premises. Said appointment is made under and by authority of the following resolution adopted by the Board of Directors of each of the WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY: 'Se it Resolved, that the President, any Senior Executive, any Secretary or any Fidelity & Surety Operations Executive or other Executive shall be and Is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: The Attorney -in -Fact may be given full power and authority for and in the name of and on behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements of indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney -in -Fact shall he as binding upon the Company as if signed by the President and sealed and attested by the Corporate Secretary.' "he it Further Resolved, that the signature of any such designated person and the seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or cartificate bearing facsimile signatures or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached.' (Each adopted at a meeting held on February 8, 2000). In Witness Whereof, WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY have caused these presents to be signed by their National Surety Leader and Senior Executive and their corporate seals to be hereto affixed this 20th day of JUNE A.D., 2022 . Corporate Seals .«....,wt Affixed I_tr �. 1;11 SEMI it State of Ohio County of Medina ss.: tIMITERFOC WESTFIELD INSURANCE COMPANY WESTFIELD NATIONAL INSURANCE COMPANY OHIO FARMERS INSURANCE COMPANY By: Gary W. Ij tumper, Nationa Surety Leader and Senior Executive On this 20th day of JUNE A.D., 2022 , before me personally came Gary W. Stumper to me known, who, being by me duly sworn, did depose and say, that he resides in Medina, OH; that he is National Surety Leader and Senior Executive of WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, the companies described in and which executed the above instrument; that he knows the seals of said Companies; that the seals affixed to said instrument are such corporate seals; that they were so affixed by order of the Boards of Directors of said Companies; and that he signed his name thereto by like order. Notarial Seal Affixed • State of Ohio s y5 ) County of Medina ss.: q •. ,krc.aFo, I, Frank A. Carrino, Secretary of WESTFIELD INSURANCE COMPANY, do hereby certify that the Companies, which is still in full force and effect; and in full force and effect. in Witness Whereof, I have hereunto set my ha DecemberA.D.. 2024 Azieeigr. David A. Kotnik, Attorney at Law, Notary Public My Commission Does Not Expire (Sec. 147.03 Ohio Revised Code) INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS above and foregoing is a true and correct copy of a Power of Attorney, executed by said furthermore, the resolutions of the Boards of Directors, set out in the Power of Attorney are nd and affixed the seals of said Companies at Westfield Center, Ohio, this 2nd day of Frank A. Carrino, Secretary Secretary BPOAC2 (combined) (03.22) Page 83 of 229 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Motion to approve Final Quantity Summary with Boulder Contracting, LLC, of Grundy Center, Iowa, for a net decrease of $142.80, in conjunction with the FY 2024 W. 11th Street Railroad Crossing Repair, Contract No. 1107, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION Approve Final Quantity Summary SUMMARY STATEMENT AND BACKGROUND INFORMATION This is the accumulated amount of adjustments from original to final quantities that were determined necessary during the construction of the project, which results in a net decrease in the total project cost. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. #1107 FINAL SIGNED Page 84 of 229 Page 85 of 229 CITY OF WATERLOO, IOWA FINAL QUANTITY ADJUSTMENT PROJECT: FY 2024 W 11TH STREET RAILROAD CROSSING REPAIR CONTRACT NO. 1107 Date Prepared: November 21,2024 AMOUNT: $142.80 DECREASE TO: BOULDER CONTRACTING, LLC , Contractor You are hereby ordered to make the following changes from the plans and specifications or perform the following extra work on your contract dated May 20, 2024. A. Description of change to be made or extra work to be done: Adjust construction quantities to actual construction quantities B. Reason for ordering change or extra work: As -built quantities varied for some bid items. C. Settlement for cost of work to be made as follows: Compensation already made to contractor through bid items. See attached summary. TOTAL DECREASE $142.80 BY: BOULDER CONTRACTING, LLC Mayor ATTEST: Date CONTRACTOR Date City Clerk Final Quantity Adjustment TITLE: fl cirer4rdwwltrR Date APPROVED: ity Engineer - Ia e Contract No. 1107 Sheet 1 of 2 Page 86 of 229 FY 2024 W 11TH STREET RAILROAD CROSSING REPAIR FINAL CONTRACT NO. 1107 PERIOD: BID ITEM ITEM DESCRIPTION UNIT ORIGINAL BID QTY. FINAL QUANTITY QUANTITY DIFFERENCE CONTRACTOR UNIT PRICE CONTRACTOR BID PRICE EXT. INCREASE/ DECREASE 1 EXCAVATION, CLASS 10 - WASTE CY 10 43.6 33.6 $ 76.00 $ 2,553.60 $ 2,553.60 2 TOPSOIL, FURNISH AND SPREAD CY 2 2.0 - $ 256.00 $ - $ - 3 MODIFIED SUBBASE CY 15 27.3 12.3 $ 85.50 $ 1,051.65 $ 1,051.65 4 MEDIAN, P.C. CONCRETE, 8 IN. SY 73.2 46.0 (27.2) $ 103.00 $ (2,801.60) $ (2,801.60) 5 MANHOLE ADJUSTMENT, MINOR EA 1.0 1.0 - $ 800.00 $ - $ - 6 LINEAR TRENCH DRAIN, SW-521 LF 121.0 121.0 - $ 149.00 $ - $ - 7 SUBDRAIN, STANDARD, PERFORATED PLASTIC PIPE, 6 IN. DIA. LF 125.0 160.0 35.00 $ 12.00 $ 420.00 $ 420.00 8 SUBDRAIN CLEANOUT, TYPE A-1 EA 2.0 2.0 - $ 450.00 $ - $ - 9 REMOVAL OF PAVEMENT SY 333.9 333.9 - $ 20.50 $ - $ - 10 RAILROAD APPROACH SECTION, PCC SY 260.6 261.5 0.9 $ 127.50 $ 114.75 $ 114.75 11 REMOVAL OF RECREATIONAL TRAIL SY 46.6 46.6 - $ 22.00 $ - $ - 12 REMOVAL OF SIDEWALK SY 16.0 16.0 - $ 30.00 $ - $ - 13 SIDEWALK, P.C. CONCRETE, 6 IN. SY 22.4 34.5 12.1 $ 78.00 $ 943.80 $ 943.80 14 SIDEWALK, REINFORCED P.C. CONCRETE, 6IN. SY 42.6 23.2 (19.40) $ 125.00 $ (2,425.00) $ (2,425.00) 15 DETECTABLE WARNINGS SF 44.0 44.0 - $ 39.00 $ - $ - 16 PAINT MARKINGS, SOLVENT OR WATER -BOURNE STA 13.49 13.49 - $ 91.75 $ - $ - 17 SEEDING AND FERTILIZING (URBAN) ACRE 0.01 0.01 - $ 91,500.00 $ - $ - 18 TRAFFIC CONTROL LS 1.0 1.00 - $ 5,820.00 $ - $ - 19 SAFETY CLOSURE EA 9.0 9.0 - $ 80.00 $ - $ - 20 MOBILIZATION LS 1.0 1.0 - $ 5,000.00 $ - $ - 1001 INTAKE ADJUSTMENT, MINOR LS 1.0 1.0 - $ 500.00 $ - $ - 2001 HMA, 8-INCH SY 21.3 21.3 - $ 137.50 $ - $ - PROJECT TOTALS $ (142.80) $ (142.80) PAYMENTS: AMOUNT AMT. TO DATE PAY ESTIMATE #1 $ 14,098.14 $ 14,098.14 PAY ESTIMATE #2 $ 74,254.57 $ 88,352.71 PAY ESTIMATE #3 $ 869.25 $ 89,221.96 PAY ESTIMATE #4 $ 4,511.32 $ 93,733.28 RETAINAGE $ 4,933.33 $ 98,666.61 TOTAL PAYMENTS: $ 98,666.61 CHANGE ORDERS: AMOUNT CHANGE ORDER #1 - 7/31/2024 $ 500.00 CHANGE ORDER #2 - 11/1/2024 $ 4,248.75 CHANGE ORDER TOTAL $ 4,748.75 AMOUNT ORIGINAL CONTRACT AMOUNT $ 94,060.66 CHANGE ORDER TOTAL $ 4,748.75 REVISED CONTRACT AMOUNT $ 98,809.41 FINAL QUANTITY SUMMARY $ (142.80) FINAL CONTRACT AMOUNT $ 98,666.61 Final Quantity Adjustment Contract #1107 Sheet 2 of 2 Page 87 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Boulder Contracting, LLC, of Grundy Center, Iowa, in the amount of $98,666.61, in conjunction with the FY 2024 W. 11th Street Railroad Crossing Repair, Contract No. 1107, and receive and file a two-year maintenance bond. RECOMMENDED COUNCIL ACTION Approve completion of project. SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Property Owner Assessments ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 88 of 229 1. #1107 Maintenance Bond Page 89 of 229 Maintenance Bond Bond No 402197C Westfield Insurance Co. Westfield Group SM One Park Circle, PO Box 5001 Westfield Center, Ohio 44251-5001 Toll free: 1-800-243-0210 KNOW ALL MEN BY THESE PRESENTS: That we, Boulder Contracting, LLC (hereinafter called the "Principal"), and the Westfield Insurance Company, of Westfield Center, Ohio, a corporation duly organized under the laws of the State of Ohio, and duly licensed to transact business in the State of Iowa (hereinafter called the "Surety"), are held and firmly bound unto the city of Waterloo (hereinafter called the "Obligee"), in the sum of Ninety -Eight Thousand Six Hundred Sixty -Six and 6I/100 Dollars ($ 98,666.61 ), for the payment of which sum well and truly to be made, we, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. Signed this 2nd day of December , 2024 WHEREAS, the said Principal has heretofore entered into a contract with the city of Waterloo dated December 2nd , 2024 for FY 2024 W 1 lth Street Railroad Crossing Repair, Contract No. 1107 and WHEREAS, the said Principal is required to guarantee the installed under said contract, against defects in materials or workmanship which may develop during the period beginning on the 2nd day of December 2024 and ending on the 2nd day of December 2026 . In no event shall losses paid under this bond aggregate more than the amount of this bond. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if said Principal shall faithfully carry out and perform the said guarantee, and shall, on due notice, repair and make good at its own expense any and all defects in materials or workmanship in the said work which may develop during the period specified above or shall pay over, make good and reimburse to the said Obligee all loss and damage which said Obligee may sustain by reason of failure or default of said Principal so to do, then this obligation shall be null and void; otherwise shall remain in full force and effect. PROVIDED, HOWEVER, that in the event of any default on the part of said Principal, a written statement of the particular facts showing such default and the date thereof shall be delivered to the Surety by registered mail, at its office in Westfield Center, Ohio, promptly and in any event within ten (10) days after the Obligee or his representative shall learn of such default; and that no claim, suit, or action by reason of any default of the Principal shall be brought hereunder after the expiration of thirty days from the end of the maintenance period as herein set forth. 17114/k By: By: Boulder Contracting, LLC Principal WEST Josep L❑ I ' SUANCE ► OMPANY mit Attorney -in -Fact BD 5953 - (11/97) Page 90 of 229 THIS POWER OF ATTORNEY SUPERCEDES ANY PREVIOUS POWER BEARING THIS SAME POWER # AND ISSUED PRIOR TO 06/20/22, FOR ANY PERSON OR PERSONS NAMED BELOW. State of Ohio County of Medina General Power of Attorney CERTIFIED COPY POWER NO. 1429172 00 Westfield Insurance Co. Westfield National Insurance Co. Ohio Farmers Insurance Co. Westfield Center, Ohio Know All Men by These Presents, That WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, corporations, hereinafter referred to individually as a "Company" and collectively as -Companies," duly organized and existing under the laws of the State of Ohio, and having its principal office in Westfield Center, Medina County, Ohio, do by these presents make, constitute and appoint JOSEPH I. SCHMIT, JEFFREY R. BAKER, GREG T. LAMAIR, E. A. VONHARZ, BRANDON HORBACH, JOINTLY OR SEVERALLY of WEST DES MOINES and State of IA its true and lawful Attorney(s)-in-Fact, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings, or other instruments or contracts of suretyship in any penal limit. - - - - . LIMITATION: THIS POWER OF ATTORNEY CANNOT BE USED TO EXECUTE NOTE GUARANTEE, MORTGAGE DEFICIENCY, MORTGAGE GUARANTEE, OR BANK DEPOSITORY BONDS. and to bind any of the Companies thereby as fully and to the same extent as if such bonds were signed by the President, seated with the corporate seal of the applicable Company and duly attested by Its Secretary, hereby ratifying and confirming all that the said Attorhey(s)-in-Fact may do in the premises. Said appointment is made under and by authority of the following resolution adopted by the Board of Directors of each of the WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY: "Be It Resolved, that the President, any Senior Executive, any Secretary or any Fidelity & Surety Operations Executive or other Executive shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: The Attorney -in -Fact. may be given full power and authority for and in the name of and on behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements of Indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney -in -Fact shall be as binding upon the Company as if signed by the President and sealed and attested by the Corporate Secretary." "Be it Further Resolved, that the signature of any such designated person and the seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signatures or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached." (Each adopted at a meeting held on February 8, 2000). In Witness Whereof, WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY have caused these presents to be signed by their National Surety Leader and Senior Executive and their corporate seals to be hereto affixed this 20th day of JUNE A.D., 2022 . ,......, ,,,,,,,,,, , lick Corporate •" "a. ,a �"'WESTFIELD INSURANCE COMPANY Seals .-••.., Ox q �; ;��•: WESTFIELD NATIONAL INSURANCE COMPANY Affixed Iri+ .rs�p a: p = •• '-.,�' . OHIO FARMERS INSURANCE COMPANY ;, �� SEAL : _ _iial 3 .,v.: •n: 1848.4 �Ilr '•. ,.. ... .•• ; By: Gary W. Wtumper, Nations)' urety Leader and Senior Executive ss.. On this 20th day of JUNE A.D., 2022 , before me personally came Gary W. Stumper to me known, who, being by me duly sworn, did depose and say, that he resides in Medina, OH; that he is National Surety Leader and Senior Executive of WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, the companies described in and which executed the above instrument; that he knows the seals of said Companies: that the seals affixed to said instrument are such corporate seals; that they were so affixed by order of the Boards of Directors of said Companies; and that he signed his name thereto by like order. Notarial Seal Affixed ,µ..MMX4 • AL Ste. p���i��/ma's p *� r fir. State of Ohio _ 0 i W County of Medina ss.: y: y • �tt'pt p`�•. 1, Frank A. Carrino, Secretary of WES'TFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies, which is still In full force and effect: and furthermore, the resolutions of the Boards of ❑irectors, set out In the Power of Attorney are in full force and effect. In Witness Whereof, I have hereunto set my hand and affixed the seals of said Companies at Westfield Center, Ohio, this 2nd day of DecemberA.D., 2024 • 1848 * ;:_ �' . • • David A. Kotnik, Attorney at Law, Notary Public My Commission Does Not Expire (Sec. 147.03 Ohio Revised Code) Frank A. Carrino, Secretary Secretary Page 91 of 229 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Motion to approve Final Quantity Summary with Boulder Contracting, LLC, of Grundy Center, Iowa, for a net derease of $4,957.37, in conjunction with the FY 2024 Rainbow Drive Railroad Crossing Repair, Contract No. 1108, and authorizing the Mayor and City Clerk to execute said document. RECOMMENDED COUNCIL ACTION Approve Final Quantity Summary SUMMARY STATEMENT AND BACKGROUND INFORMATION This is the accumulated amount of adjustments from original to final quantities that were determined necessary during the construction of the project, which results in a net decrease in the total project cost. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. #1108 FINAL SIGNED Page 92 of 229 Page 93 of 229 CITY OF WATERLOO, IOWA FINAL QUANTITY ADJUSTMENT PROJECT: FY 2024 RAINBOW DRIVE RAILROAD CROSSING REPAIR CONTRACT NO, 1108 Date Prepared: November 21, 2024 AMOUNT: $4,957.37 DECREASE TO: BOULDER CONTRACTING, LLC , Contractor You are hereby ordered to make the following changes from the plans and specifications or perform the following extra work on your contract dated Mav 20. 2024. A. Description of change to be made or extra work to be done: Adjust construction quantities to actual construction quantities B. Reason for ordering change or extra work: As -built quantities varied for some bid items. C. Settlement for cost of work to be made as follows: Compensation already made to contractor through bid items. See attached summary. TOTAL DECREASE $4,957.37 BY: BOULDER CONTRACTING, LLC Mayor ATTEST: Date CONTRACTOR BY: Date City Clerk TITLE: P.fojxrr ,.i4,veat�' Date APPROVED: Ci y Engine ' Date Final Quantity Adjustment Contract No. 1108 Sheet 1 of 2 Page 94 of 229 FY 2024 RAINBOW DR RAILROAD CROSSING REPAIR FINAL CONTRACT NO. 1108 PERIOD: BID ITEM ITEM DESCRIPTION UNIT ORIGINAL BID QTY. FINAL QUANTITY QUANTITY DIFFERENCE CONTRACTOR UNIT PRICE CONTRACTOR BID PRICE EXT. INCREASE/ DECREASE 1 EXCAVATION, CLASS 10 - WASTE CY 30 10.0 (20.0) $ 33.00 $ (660.00) $ (660.00) 2 TOPSOIL, FURNISH AND SPREAD CY 24 36.0 12.0 $ 57.00 $ 684.00 $ 684.00 3 MODIFIED SUBBASE CY 15 29.087 14.1 $ 73.00 $ 1,028.35 $ 1,028.35 4 STANDARD/SLIP-FORM PCC PAVEMENT, CLASS C, CLASS 3 DURABILITY, 6-INCH SY 43.3 43.3 - $ 74.00 $ - $ - 5 STANDARD/SLIP-FORM PCC PAVEMENT, CLASS C, CLASS 3 DURABILITY, 10-INCH SY 78.9 78.9 - $ 110.00 $ - $ - 6 MANHOLE ADJUSTMENT, MINOR, STORM EA 1.0 1.0 - $ 954.00 $ - $ - 7 SUBDRAIN, STANDARD, PERFORATED PLASTIC PIPE, 6 IN. DIA. LF 46.0 - (46.00) $ 43.00 $ (1,978.00) $ (1,978.00) 8 REMOVAL OF PAVEMENT SY 230.3 - (230.30) $ 21.00 $ (4,836.30) $ (4,836.30) 9 REMOVAL OF PAVED DRIVEWAY SY 63.0 63.0 - $ 19.00 $ - $ - 10 RAILROAD APPROACH SECTION, PCC SY 163.1 163.1 - $ 117.00 $ - $ - 11 PAINT MARKINGS, SOLVENT OR WATER -BOURNE STA 3.46 3.78 0.32 $ 194.00 $ 62.08 $ 62.08 12 SEEDING AND FERTILIZING (URBAN) ACRE 0.015 0.015 - $ 50,000.00 $ - $ - 13 TRAFFIC CONTROL LS 1.0 1.00 - $ 4,040.00 $ - $ - 14 SAFETY CLOSURE EA 2.0 2.0 - $ 102.00 $ - $ - 15 CD JOINT ASSEMBLY EA 2.0 2.0 - $ 415.00 $ - $ - 16 MOBILIZATION LS 1.0 1.0 - $ 4,500.00 $ - $ - 1001 HMA, 8-INCH SY 9.7 15.1 5.4 $ 137.50 $ 742.50 $ 742.50 PROJECT TOTALS $ (4,957.37) $ (4,957.37) PAYMENTS: AMOUNT AMT. TO DATE PAY ESTIMATE #1 $ 45,827.59 $ 45,827.59 PAY ESTIMATE #2 $ 2,390.44 $ 2,390.44 RETAINAGE $ 2,537.79 $ 50,755.82 TOTAL PAYMENTS: $ 50,755.82 CHANGE ORDERS: AMOUNT CHANGE ORDER #1- 11/1/2024 $ 1,773.75 CHANGE ORDER TOTAL $ 1,773.75 AMOUNT ORIGINAL CONTRACT AMOUNT $ 53,939.44 CHANGE ORDER TOTAL $ 1,773.75 REVISED CONTRACT AMOUNT $ 55,713.19 FINAL QUANTITY SUMMARY $ (4,957.37) FINAL CONTRACT AMOUNT $ 50,755.82 Final Quantity Adjustment Contract 41108 Sheet 2 of 2 Page 95 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Resolution approving Completion of Project and Recommendation of Acceptance of Work for work performed by Boulder Contracting, LLC, of Grundy Center, Iowa, in the amount of $50,755.82, in conjunction with the FY 2024 Rainbow Drive Railroad Crossing Repair, Contract No. 1108, and receive and file a two-year maintenance bond. RECOMMENDED COUNCIL ACTION Approve completion of project. SUMMARY STATEMENT AND BACKGROUND INFORMATION NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Property Owner Assessments ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS Page 96 of 229 1. #1108 Maintenance Bond Page 97 of 229 Maintenance Bond Bond No 402197D Westfield Insurance Co. Westfield Group SM One Park Circle, PO Box 5001 Westfield Center, Ohio 44251-5001 Toll free: 1-800-243-0210 KNOW ALL MEN BY THESE PRESENTS: That we, Boulder Contracting. LLC (hereinafter called the "Principal"), and the Westfield Insurance Company, of Westfield Center, Ohio, a corporation duly organized under the laws of the State of Ohio, and duly licensed to transact business in the State of Iowa (hereinafter called the "Surety"), are held and firmly bound unto the city of Waterloo (hereinafter called the "Obligee"), in the sum of Fifty Thousand Seven Hundred Fifty -Five and 82/100 Dollars ($ 50,755.82 ), for the payment of which sum well and truly to be made, we, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. Signed this 2nd day of December , 2024 WHEREAS, the said Principal has heretofore entered into a contract with the city of Waterloo dated December 2nd , 2024 for FY 2024 Rainbow Drive Railroad C JOSS1L1g Repair, Contract No. 1108 and WHEREAS, the said Principal is required to guarantee the installed under said contract, against defects in materials or workmanship which may develop during the period beginning on the 2nd day of December , 2024 and ending on the 2nd day of December 2026 In no event shall losses paid under this bond aggregate more than the amount of this bond. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if said Principal shall faithfully carry out and perform the said guarantee, and shall, on due notice, repair and make good at its own expense any and all defects in materials or workmanship in the said work which may develop during the period specified above or shall pay over, make good and reimburse to the said Obligee all loss and damage which said Obligee may sustain by reason of failure or default of said Principal so to do, then this obligation shall be null and void; otherwise shall remain in full force and effect. PROVIDED, HOWEVER, that in the event of any default on the part of said Principal, a written statement of the particular facts showing such default and the date thereof shall be delivered to the Surety by registered mail, at its office in Westfield Center, Ohio, promptly and in any event within ten (10) days after the Obligee or his representative shall learn of such default; and that no claim, suit, or action by reason of any default of the Principal shall be brought hereunder after the expiration of thirty days from the end of the maintenance period as herein set forth. Boulder Contracting. LLC By: Principal Attorney -in -Fact BD 5953 - (11/97) Page 98 of 229 THIS POWER OF ATTORNEY SUPERCEDES ANY PREVIOUS POWER BEARING THIS SAME POWER # AND ISSUED PRIOR TO 06/20/22, FOR ANY PERSON OR PERSONS NAMED BELOW. General Power of Attorney CERTIFIED COPY POWER NO. 1429172 00 Westfield Insurance Co. Westfield National Insurance Co. Ohio Farmers insurance Co. Westfield Center, Ohio Know All Men by These Presents, That WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, corporations, hereinafter referred to individually as a "Company" and collectively as 'Companies,' duty organized and existing under the laws of the State of Ohio, and having its principal office in Westfield Center, Medina County. Ohio, do by these presents make, constitute and appoint JOSEPH I. SCHMIT, JEFFREY R. BAKER, GREG T. LAMAIR, E. A. VONHARZ, BRANDON HORBACH, JOINTLY OR SEVERALLY of WEST DES MOINES and State of IA its true and lawful Attarney(s)-in-Fact, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings, or other instruments or contracts of suretyship in any penal limit. - - - - - LIMITATION: THIS POWER OF ATTORNEY CANNOT BE USED TO EXECUTE NOTE GUARANTEE, MORTGAGE DEFICIENCY, MORTGAGE GUARANTEE, OR BANK DEPOSITORY BONDS. and to bind any of the Companies thereby as fully and to the same extent as if such bonds were signed by the President, sealed with the corporate seal of the applicable Company and duly attested by its Secretary, hereby ratifying and confirming all that the said Attorney(s)-in-Fact may do in the premises. Said appointment is made under and by authority of the following resolution adapted by the Board of Directors of each of the WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY: "Be It Resolved, that the President, any Senior Executive, any Secretary or any Fidelity & Surety Operations Executive or other Executive shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the foliowing provisions: The Attorney -In -Fact. may be given full power and authority for and in the name of and on behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements of Indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney -in -Fact shall be as binding upon the Company as if signed by the President and sealed and attested by the Corporate Secretary." 'Be it Further Resolved, that the signature of any such designated person and the seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signatures or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it Is attached.' (Each adopted at a meeting held an February 8, 2000). in Witness Whereof, WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY have caused these presents to be signed by their National Surety Leader and Senior Executive and their corporate seals to be hereto affixed this 20th day of JUNE A.D., 2022 . C ea S44 =V�A�C Sealsls .-- Affixed s k — *0 1- I State of Ohio County of Medina ss.: SEAL ��5� "•• WESTFIELD INSURANCE COMPANY .- e; % WESTFIELD NATIONAL INSURANCE COMPANY .r4k1? -.4" " OHIO FARMERS INSURANCE COMPANY %.31., 1848 ;•� (7°Ar By Gary W. +Otumper, Nationa Surety Leader and Senior Executive On this 20th day of JUNE A.D., 2022 , before me personally came Gary W. Stumper to me known, who, being by me duly sworn, did depose and say, that he resides in Medina, OH; that he is National Surety Leader and Senior Executive of WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, the companies described in and which executed the above instrument; that he knows the seals of said Companies; that the seals affixed to said instrument are such corporate seals; that they were so affixed by order of the Boards of Directors of said Companies: and that he signed his name thereto by like order. Notarial Seal Affixed ,...Mmue f f +„A.,,,,..i.S ���1�/ /..r�11 a .. . . State of Ohio 1.0P. �.) d.,1 Pi/ , David A. Kotnik, Attorney at Law, Notary Public County of Medina ss.: ' • ' 'r -`,, My Commission Does Not Expire (Sec. 147.03 Ohio Revised Code) E- p F . o' 1, Frank A. Carrino, Secretary of WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OH1O FARMERS INSURANCE COMPANY, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies, which is still In full force and effect: and furthermore, the resolutions of the Boards of Directors, set out in the Power of Attorney are in full force and effect. In Witness Whereof, I have hereunto set my hand and affixed the seals of said Companies at Westfield Center, Ohio, this 2nd day of DecemberA.D., 2024 • ct itzLtitil : 3 % 1848fij Frank A. Carrino, Secretary Secr Lary BPOAC2 (combined) (03-22) Page 99 of 229 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Brian Bowman, Treatment Operations Supervisor Waste Management Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Motion to approve Change Order No. 4 by Municipal Pipe Tool Co. LLC, of Hudson, Iowa, for a net decrease of $36,253.84, in conjunction with FY2023 CIP Pipelining Phase IVA3, Contract No. 1063, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION SUMMARY STATEMENT AND BACKGROUND INFORMATION Motion approving Change Order No. 4 with Muncipal Pipe Tool Co. LLC, of Hudson, IA , for a net decrease of $ 36,253.84, in conjunction with FY 2023 CIP Pipelining Phase IVA3, Contract No. 1063, and authorizing the Mayor to execute said document. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION LEGAL DESCRIPTION Page 100 of 229 ATTACHMENTS 1. 20241202 - Wat CIPP PH IVA3 - Change Order No 4 Page 101 of 229 AECOM December 2, 2024 Mr. Jesse Gaherty Waste Management Services City of Waterloo 3505 Easton Avenue Waterloo, Iowa, 50702 Subject: FY 2023 CIP Pipelining Phase IVA3 Change Order No. 4 City of Waterloo, Iowa City Contract No. 1063 AECOM #60682318 AECOM 319-232-6531 tel 501 Sycamore Street 319-232-0271 fax Suite 222 Waterloo, Iowa 50703 www.aecom.com Dear Mr. Gaherty: Attached is Change Order No. 4 for the FY 2023 CIP Pipelining Phase IVA3. This Change Order is to reconcile the final quantities for the project. AECOM has reviewed the work described in this change order. We recommend that the City of Waterloo approve Change Order No. 4 in the amount of $(12,623.39) (SRF) and $(23,630.45) (NON-SRF) . The revised contract amount of $1,061,998.01 (SRF) and $10,182.00 (non-SRF) brings the total contract to $1,072,180.01 That is a total increase to the contract of 6.10%. \\ttUtu U t n, i r u rr�pr z :CHRISTOPHER G.'. 6 OELKERS = r_.3 • 22053 •!m A. • 10WA • I hereby certify that this engineering document was prepared by me or under my direct personal supervision and that I am a duly licensed Professional Engineer under the laws of the state of Iowa. 12/02/2024 CHRISTOPHER G. OELKERS, P.E. Date License No. 22053 My license renewal date is December 31, 2025. Pages or sheets covered by this seal: All Pages Enclosure: Change Order No. 4 Tabulation and Signature Form Change Order Nos. 1-4 Tabulation L:\DCS\Projects\WTR\60682318_CIPP_Ph_IVA3\600_Construction_Support\660_Change_Orders\CO NO. 4\Wat CIPP PH IVA3 - Change Order No 3 LTR.docx Page 102 of 229 CHANGE ORDER NO. 4 Owner City of Waterloo Project FY 2023 CIP PIPELINING PHASE IVA3 Date: December 2, 2024 Owner's Contract No. 1063 Contractor: Municipal Pipe Tool Co. LLC SRF NON-SRF Date of Contact Start 6-J u 1-21 Contract Amount: $ 1,010,539.90 $ You are directed to make the following changes in the Contract Documents. Description: All SRF Quantity Reconciliation $ (12,623.39) All NON-SRF Quantity Reconciliation $ (23,630.45) TOTAL $ (12,623.39) $ (23,630.45) Reason for Change Order QUANTITY RECONCILIATION - See the attached AECOM Change Order No. 4 Tabulation CONTRACT PRICE Original: $ 1,010,539.90 Previous C.O.s (ADD/DEDUCT) $ 97,893.95 This C.O. (ADD/DEDUCT) $ (36,253.84) Contract Price with all approved $ 1,072,180.01 Total Change Orders: $ 61,640.11 6.10% Total CO SRF $ 1,010,539.90 $ 64,081.50 $ (12,623.39) $ 1,061,998.01 NON- SRF 33,812.45 (23,630.45) 10,182.00 TOTAL $ 1,072,180.01 Original Completion Date: Revised Completion Date: CONTRACT TIME To Substantial Completion To Final Completion 6/23/2023 8/28/2024 It is agreed by the Contractor that this Change Order includes any and all costs associated with or resulting from the change(s) ordered herein, including all impact, delays, and acceleration costs. Other than the dollar amount and time allowance listed above, there shall be no further time or dollar compensation as a result of this Change Order. THIS DOCUMENT SHALL BECOME AN AMENDMENT TO THE CONTRACT AND ALL STIPULATIONS AND COVENANTS OF THE CONTRACT SHALL APPLY HERETO. APPROVED: BY: Owner (Authorized Signature) ACCEPTED: BY: CU.U1/1 WCAW C .A_ sE— Date December 2, 2024 Contractor (Authorized Signature) Date ACCEPTED: BY: December 2, 2024 AECOM Date AECOM 60682318 I 4 Project No. C.O. No. Page 103 of 229 Project Change Order No. 1-4 FY 2023 CIP PIPELINING PHASE IVA3 City of Waterloo City Contract No. 1063 AECOM Project No: 60664721 Monday, December 02, 2024 AECOM ORIGINAL CONTRACT DATES REVISED CONTRACT DATES REVISED CONTRACT DATES REVISED CONTRACT DATES REVISED CONTRACT DATES SUBSTANTIAL COMPLETION I NONE FINAL COMPLETTION I 06/30/23 SUBSTANTIAL COMPLETION I NONE FINAL COMPLETTION INO CHANGE I 06/30/23 SUBSTANTIAL COMPLETION I NONE FINAL COMPLETTION INO CHANGE I 06/30/23 SUBSTANTIAL COMPLETION I NONE FINAL COMPLETTION INO CHANGE I 06/30/23 SUBSTANTIAL COMPLETION I NONE FINAL COMPLETTION I 08/28/24 change orderer change der No. 2 change der No. 3 change rder No. 4 o. 065eRlvnoN UNIT QUANTITY UNIT PRICE QUANTITY AMOUNT PRICE AMOUNT Nr uA UNIT PRICE QUANTITY QUANTITY AMOUNT AMOUNT UNIT PRICE AMOUNT UNIT PRICE QUANTITY SRF WORK mrre a $ 50 $ 393,764.00 E 50 $$ 16,072.03,5180 0 EE 16,072.06.510 50 $ 12.8300 $ 24.50 f 421,135.40 Diameter Lining19,518.0 5 2050 $ 109,781.00 518.00 $ 29.50 $ 109,781.00 $ 29.50 § 106.78100 § 29.50 $ 2650 $ 03.721.00 126 ,am a e 1317.0 E ao $ E ao $ $ . 0 E E 00 $ 1,63.e $ 44.00 f71,852.00 4 m n 6 6500 $ 0,8D5.00 917.00 f 6500 $ 0,8D5.00 5170 $ .0 $ 0.805,00 5170 $ 6500 20,605.00 65.00 $21.386.00 Lateral5 3-FT mu E 00 451,00 $ 1.14400 E 00 451.00 $ 15211M.00 $ 0 $ 132,1HOD E 00 451,00 $ $ 0 f 134.57440 e Televising321440 $ $ 3217M0D f $ 92,1744.0 $ 1.00 $ 52,1744.0 $ $ 34.3784 $ 0 f ...v E 00 $ E 00 $ $ 0 E E 00 $ 5,676.0 1.00 f5,878.00 e Televising • 126 LF 9,470.0 $ 100 $ 9,470.00 9,470.00 $ 100 $ 9,470.00 3A0.0 1.00 $ 3A000 3A00 $ 100 3,470.00 3518.0 1.00 f 3.216.00 LF 13518.0 E m $8 16,072.003,518.00 m $ $ 0 E 8 m $ 12,838.0 $ 9 f 45,120.75 a E 80 $ E m $ $ . 0 E E m $ 2.80 f 0 Ty7OAmpecweeme-12' LF 1,735.0 f 280 4,858.00 1,735.00 f 280 2.80 4058,00 795.0 f 280 1,536.0 2.80 $4.300.00 Type C Root Removal E .25 $ 11,083.76 E .25 $ 11,083.76 9867,0 $ 5 E 9867,0 E .25 $ $ 5 f831.25 t0 Typec Root Removal.1a'ts f ,25 $ 867,00 f .25 $ $ .5 $ f .25 $1,063.75 1.25 f u E .25 $ E .25 $ $ 1.25 E 9367,0 E .25 $ $ .5 f 20,185.50 is Type 0 wmx0a.0. 12- 6- $ .25 $ 867,00 $ ,25 $ $ 5 $ 1,25 1,063.75 1405.0 1.25 i1.868.25 + 0 9A 45.0 $ 250.00 E 11,50.00 45.00 250.00 E 11,50.00 45.0 E 250.00 $ 11.250,00 45.0 250.00 0 11,250.00 13.0 $ 250.00 f 3,250.00 Momata No.1-SA 19 f)• Diameter CIF Floe Lining LF 752.0 24.50 18,42400 752.00 24.50 $ $ 24.50 E E 50 $ $ 24.50 818.42000 02 IV. Diameter e 4 $ �50 $ 1,566.00 $ ,50 $ 46,19.00 1.5880 2650 46,197,00 1.5880 29,50 $ 46,197.00 29.50 f 46551.00 103 m ,m .mam E ao $ E ao $ $ 0 E E ao $14.0 65.00 f910.00 Lateral m 100 f 45000 $ 7,200.001000 45000 $ 7,200.00100 450.00 7.200,00 100 45000 $ 13.0 $450.00 $ 05 Pipe - $25261n 0 E a E 106 Pipe Televising6150.00 1,00 3,,132.00 3,,132.00 1,00 3,,132.00 6150.0 1.00 50$00 61.00 6150.0 f 1,00 $ A1560 $ 0 f 6,15600 107 e e cleaning - E 80 $ E a3 $ $ . 0 E E a3 $ $ 2.80 E2,105.60 00 Type A 5640.9196. 10- LF 158600 f 280 $ 4,384.80 1,566.00 f 280 $ 4,384.80 1.588,0 2.80 $ 4.35480 1.588,0 $ 280 1,0715.0 2.80 f 4018.40 1. Type C Root Removal E .25 $ E .25 $1,159.0 1.25 E 1M8.75 E .25 $0.0 1.25 f 10 Type 0 Lumberjack .0.106 LF 1,169,00 1,159.00$ .25 $1,1590 1.25 1,44675 1,1590f .25 $1,446.75 2,126.0 1.25 1t 1 9A 5.00 $ 250.00 0 1,250.00 250.00 0 1,250.00 5.0 0 250.00 $ 1.250,00 $ 250.00 0 1,250.00 0.0 $ 250.00 $ Mornata No.2-SA16 01 36' PATCHING OR c tS 1.0 $ 45.000,00 $ 45,600.00 100 $ 45.000.00 $ 45,000.00 1.D 0 45,000.00 $ 45.000,00 $ 94.098.50 $ 90008.50 1.0 $ 90098.50 $ 94.098.50 3nry Change Order No. 501 ADDITIONAL CLEANING LS 1.0 I $ 14083.001 E 14.983.00 I $ 14.983.001E 10083.00 NON=SRF WORK Change omen No. i - SA 99 LS 100 1$ 10,182.0015 10,122.00 1.D I$ 10182.001E 10.182001 10 I$ 10,1820010 10.162.00 10 1$ 10.10.001E 1013200 Change order No.2 401 ch..eaomi..No 2.wy0N1No Le 1.D I $ 23,630..51 f 23,630.45 10 I s 29630451E 23,e30.45 e0 I $ 29630.451E (2e630.45) SRF WORK $ 1,010,539.90 ORIGINAL SRF CONTRACT $ 1,010,539.90 ORIGINAL CONTRACT $ 1,010,539.90 ORIGINAL CONTRACT $ 1,010,539.90 ORIGINAL CONTRACT $ 1,010,539.90 NON-SRF WORK $ REVISED SRF CONTRACT $ 1,010,539.90 REVISED SRF CONTRACT $ 1,010,539.90 SRF CO N0.3 $ 64,081.50 SRF CO NO. 3 $ 04,081.50 PROJECT TOTAL $ 1,010,539.90 REVISED SRF CONTRACT $ 1,074,021.48 SRF CO NO. 4 $ (12,023.39) ORIGINAL NON-SRF CONTRACT $ - ORIGINAL NON-SRF CONTRACT $ - REVISED SRF CONTRACT $ 1,061,998.01 NON-SRF CO N0.1 $ 10,182.00 NON-SRF CO NO. 1 $ 10,182.00 ORIGINAL NON-SRF CONTRACT $ REVISED NON-SRF CONTRACT $ 10,182.00 NON-SRF CO N0.2 $ 23,630.45 NONSRF CO N0.1 § 10,182.00 ORIGINAL NON-SRF CONTRACT § - REVISEDNONSRFCONTRACT $ 33,812.45 NONSRF CO N0.2 $ 23,830.45 NON-SRF CO N0. 1 $ 10,182.00 ORIGINAL TOTAL CONTRACT $ 1,010,539.90 REVISED NON-SRF CONTRACT § 33,812.45 NON-SRF CO NO. 2 $ 23,630.45 TOTAL CO N0.1 $ 10,182.00 ORIGINAL TOTAL CONTRACT $ 1,010,539.90 NON-SRF CO N0.4 $ (23,03045) REVISED TOTAL CONTRACT § 1,020,721.90 TOTAL CO N0.1 $ 10,182.00 ORIGINAL TOTAL CONTRACT $ 1,010,539.90 REVISED NON-SRF CONTRACT $ 10,182.00 TOTAL CO N0.2 $ 22,530.45 TOTAL CO N0.1 $ 10,182.00 REVISED TOTAL CONTRACT $ 1,044,352.35 TOTAL CO N0.2 $ 23,630.45 ORIGINAL TOTAL CONTRACT $ 1,010,539.90 TOTAL CO NO.3 $ 64,081.50 TOTAL CO N0. 1 $ 10,182.00 REVISED TOTAL CONTRACT $ 1,108,433.85 TOTAL CO N0. 2 $ 23,630.45 TOTAL CO NO. 3 $ 64,081.50 TOTAL CO NO. d REVISED TOTAL CONTRACT $ (36,253.86) $ 1.072.180.01 Page 104 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Lance Dunn, Human Resources Director Human Resources Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Communication from the City Clerk's Department on the notice of the conclusion of employment of Douglas Anderson, Clerk II, effective December 6, 2024, with recommendation of approval of payout of $5,089.70 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. D. ANDERSON PAYOUT 12.2.2024 Page 105 of 229 Page 106 of 229 CITY OF 4J41TERLOO IOWA Community of Opportunity Today's Date: 11/18/2024 Department: Effective Date: 12/6/2024 Job Classification: Employment Date: 6/30/2008 Employee Name: City Council Notice of Employment Severance City Clerk's Office Clerk II Douglas Anderson The employment with the named City of Waterloo employee has been severed by reason of: ❑ Retired Disability Related ❑ No ❑ Yes ▪ Resigned ❑ Termination ❑ Other In accordance with City Policy, it is requested to allow payment which consists of the following: Benefits Total Hours (x) Hourly Rate Payout Vacation -Accrued 150 $ 26.44 $ 3,966.00 Vacation -Current 1 $ 26.44 $ 26.44 Usable Sick Leave 0 $ - 25% $ Casual Hours 33.5 $ 26.44 $ Comp Time Pay 0 $ - $ Unscheduled Leave 0 $ - $ 885.74 Other Pay (Bday) 8 $ 26.44 211.52 Total Payment $ 5,089.70 Comments *Other Pay is Casual Earned per Teamsters Bargaining Contract Approved by Kelley Felchle Human Resources Date 11/18/2024 Ntkk� Fi4che14- Date 11/18/2024 Council Agenda Date: 12/2/2024 KMW Page 107 of 229 CITY OF I'J.4TERLOO CITY OF WATERLOO, IOWA BOARDS & COMMISSIONS APPLICATION DateH.. _!v 01)1e tY‘ 1, _ Saoitt C 00k_ 1. (Name) 1' 13ocIr request to be appointed to (state preference): 2. Home Phone:3fq ) S'o511O Cell Phone: Same Work Phone: �QMg Email Address_ j0t ii 51 e 1 q (0•4. p _ 31'1 i I .clIri Home Address__g206 Buck r1I4_ _ fecLr Po1Is Zip Code_. 50613 Employer Re+trec( Employer Address Title How long have you resided in Waterloo? _ yrs Email address: List current membership in organizations and offices held:_ Pafrol 5uadeoQ _ Filnar) ri n 1 A'ceck� 5So 'u�'iotl �eaa )- Chg4er227 �Daodr�emDei' ivy Zip Code__ I am available for meetings: F ',n.nn. P.M_ 'Noon VI Evenings 1 am available to serve on a Board/Commission the entire year: Yes not able to serve' I-{e lip tA) tifiest+ �• (' Briefly explain your qualifications for appointment to a designated Board/Commission: 5 Aa T' C f'I lid jentoat GLrjajam pcorv'p3e___ aunaf-ilon , 1 nkf'e5t in �1jeteFs Additional information and comments that may not be evident from information already on this form: Ve cf j h ___ : ntec ha n 1 Ca () • � ancl . iA)c � 614 _; n --- Lira( r log area to+ vo ved ctni 2'a n too; (13 fete t Air lane base tt1!L'k('Ioo a. ^ ►off References (include phone numbers):_ Chi c% P) 31(1 _6_lo- C 'f3ti cA,tr 1\01 fA;1,f tneMd¢r foe tvio51 of O51 35yezErs understand this application does not bind me to accept an appointment should it be offered, nor does it guarantee an appointment to a Board/Commission. If selected, I will be available to attend appropriate training sessions. This application will remain valid and on file for one calendar year from above date. Signature �� Rae r, qinaiampampimow DI RET(JRI4 TO MAVORS OFFICE, 115 MULBERRY ST., WA 11 RLOO, IA 60703 FAX 2914286; EMAIL: mayorwatorIoo-iaorg; PHONE 291-4301 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE Mayor Department December 16, 2024 AGENDA ITEM TITLE Andrew Van Fleet, Board/Commission: Telecommunications Board, Expiration Date: December 31, 2030, [Renewal]. 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. Boards and Commissions Application - Andrew Van Fleet Page 109 of 229 CITY OF TERLOO CITY OF WATERLOO, IOWA COihm"'"'" ppo"'"'" BOARDS & COMMISSIONS APPLICATION Date: 12/03/2024 Andrew J Van Fleet (Name) 1 Board of Trustees - Waterloo Telecommunications Utility , request to be appointed to (state preference): 2. Home Phone: who has one anymore? Cell Phone: 319-230-4196 Email Address andy@vlgux.com Work Phone: Home Address 1770 Falcon Ridge Waterloo IA Zip Code 50701 Employer Visual Logic Title Managing Partner Employer Address 402 1/2 Main St Zip Code How long have you resided in Waterloo? 50 yrs Email address: List current membership in organizations and offices held: Board Chair Waterloo Fiber, FSB Board of Directors am available for meetings: 11 A.M. E P.M. Z Noon ❑ Evenings I am available to serve on a Board/Commission the entire year: ®Yes ONo If no, list months not able to serve: Briefly explain your qualifications for appointment to a designated Board/Commission: Over the past 5 years, I've helped to start up Waterloo Fiber. Additional information and comments that may not be evident from information already on this form: References (include phone numbers): I understand this application does not bind me to accept an appointment should it be offered, nor does it guarantee an appointment to a Board/Commission. If selected, I will be available to attend appropriate training sessions. This application will remain valid and on file for one calendar year from above date. Andrew J Van Fleet Digitally signed by Andrew J Van Fleet SignatureDate: 2024.12.03 16:55:32 -06'00' Rev 02/20/2020 RETURN TO MAYOR'S OFFICE, 715 MULBERRY ST., WATERLOO, IA 50703 FAX 291-4286; EMAIL: mayors waterloo-ia.org; PHONE 291-4301 Page 110 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Rudy Jones, Community Development Director Community Development Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Motion to receive and file Community Development Board minutes of November 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. November meeting minutes Page 111 of 229 Community Development Meeting Minutes November 19, 2024 I. Call to order: Board Chairman Cody Leistikow called to order on regular meeting for Community Development via zoom at approximately 4:05 p.m. on November 19, 2024. Leistikow asked for approval of the agenda for November 19, 2024. It was moved by Campbell and seconded by Rucker. Motion carried. II. Approval of minutes: Leistikow ordered to approve minutes for June through October. Frost approved minutes and seconded by Hummel. No discussion. No policy changes. Motion carried. III. Attendance: Present: Cody Leistikow, Tina Hummel, William Frost, Cam Campbell, Jessica Rucker Members Absent: Angela Weekley Also present: Rudy D. Jones, Community Development Director, Angie Fordyce, Community Development Coordinator, Tracey Southall, Housing Manager, Steve Simons, Councilman, Stacey Wright, Administrative Assistant, Indira Krusko, Intake Specialist IV. Old Business: No discussion V. New Business: A. FY26 CDBG/Home Funding Cycle- Fordyce stated we will have our Informational Forum meeting November 22, 2024 at 2 p.m., via zoom if anyone would like information, please let us know and we will email you information. Second item coming out December 2nd, "Your Opinion Counts" where we open comment period, ideas, and citizens output on our plan. We will begin to choose our subcommittee in December. Application will open November 22nd through December 31, 2024 at noon for any individuals requesting funds for CDBG and HOMES. This process happens yearly. It's an excellent opportunity for people to understand the nuts and bolts how our funding is used and some of the Page 112 of 229 guidelines as what we can do. Frost asked when will the subcommittee be open. Requesting period will close end of December. Hummel interested in being part of the subcommittee. Fordyce will go over process of applying and show slides on Neighborly. B. 232 Ricker St- Jones noted the price was decreased from $151,000 to $145,000. Since price lowered there seems to be a little more interest in the property. Inquires started coming in late last Friday. It was a good project that gives us a structure and footprint. We have a few properties in that area we're hoping to complete in that same fashion. C. 302 Ricker St -no discussion D. 230 Gable St. -Jones stated we had the initial substantial complete inspection last Friday. We're definitely working on some crunch list items from Contractors such as touch-up painting, readjusting doors, couple interior items and a pad needs to be put at the bottom of the exterior steps out of the kitchen. There's a small sink hole that needs to be cut open and refilled. We'II have our Relator, Cody Johnson at our next inspection to formerly declare it's complete and get on market. E. 233 Gable St- no discussion F. Lead Hazard Control Grant Closeout- The numbers that were provided in the prior meeting will stay the same and benchmarks were included. We completed 100 assessments of the 115 that we projected. We cleared 75 units out of the 105 projected. Funding we spent 83.4% and sent back approximately $561,000. We were above our training goals. We completed twice as many of our original goal of 12 with completion of 24. Our outreach was set at 75 and we completed 66. Jones stated we were really challenged with having a suitable contractor capacity that was always bare minimal. We lost staffing about the last year into it until we got new staff in and trained and certified them. Well take the best practices from that grant and carry them on to the next grant. G. Healthy Homes Production Grant- Southall stated through November 27th we will have completed 14 assessments. Our goal through end of the year total 19. We will have completed 3 total units. Currently two more will be under contract. Right now, there's a contractor working a significant rehab over on 306 Gable St, that was CDBG project. It is one to help Page 113 of 229 improve the overall of Gable St. Since they removed the porch, the house looks completely different and siding. Two more additional contracts will be signed this month for HHPG. This will help us get up to our quarter 3 benchmarks by end of December. Southall suspects we will have a few more contracts to be signed in early December. Reports coming from Black Hawk County in a timely manner. Two homes this week age 62 and over clients had concerns with bunched up old carpet which was a bad trip hazard. Smoke detectors didn't work. Jones added we're taking a similar approach Habitat for Humanity with the Walnut neighborhood area and church area where we're not only trying to address sites we're trying to address as many sites as we can. Jones and Southall going to Washington in a few weeks to learn and gain further insight to make the grant successful as well. H. St. Mary's Abestos removal project — Leistikow stated we have 4 BIDS in -Jones said we were fortunate to have 5 Contractors showed up at the walk through and 4 bidding. Spreadsheet shows on bid tab...prices high as $646,000 and low as $339,000. Typically, we must ask a lot of questions to see if we have a low and responsible bidder. Averages shows lowest bidder was almost one third less on average from everyone else. We ask for references to see if they have performed a federal project in the past, the Director of Community Development Office out of Clinton spoke very highly of them and they gave us a sufficient assurance that they have performed at least have one federal project. Simons asked Jones about clarifying the qualifications for WD-Zinser in Clinton. Is that included in the Council communication that we voted on last night. Jones said he wasn't sure, and that Eric took care of that. Simon asked in the future if Jones could make sure Councilman knows they we're letting a bid go to somebody we did research on and it's good to know it happened. I. Endorse Contracts for October 2024: Leistikow reviewing contract spreadsheet. 306 Gable has 71,000. Down payment assistance for two homes $15, 840 and $9, 713.00. 1155 Kern St $11, 864 whole house electrical rewiring. Extension cords all through the house. Leistikow asked to approve October contracts. Hummel motion to approve seconded by Rucker. No discussion. Motion carried. Page 114 of 229 J. Neighborhood Services Monthly Report -Jones stated Shavers been busy with Ward 4 Informational Neighborhood meeting this Thursday at 6pm at Boys and Girls Club. They been discussing a lot of housing related activities from dilapidated residential structures to the St. Mary's site and its current and future development and anything else that's pertinent to the neighborhood. That's open to the entire community at the Teen Center 815 E. 4th St. There will be several city staff to bring update regarding certain activities that have been discussed in the time span. Jones would like to encourage people to join and thank the board members for serving. Please refer applicants to the mayor's office and Community Development. We will be replacing Cody as our Chairman after January who also serves in a dual position on the Planning and Zoning committee. VI. Discussion Items: Jones asked Councilman Nichols to give an update on the future of the mall. Nichols stated the developer is out of Des Moines and the gentleman who spoke at the meeting last night and former mayor of Fort Dodge. Housing and entertainment opportunity. Simon agreed it was nice to hear the plan for the mall. VII. Adjournment: Leistikow ended meeting. Page 115 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE Kelley Felchle, City Clerk December 16, 2024 City Clerk Department AGENDA ITEM TITLE Motion to approve Cigarette/Tobacco Permit Application for The Cedar Corner, 4335 Texas Street. 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 116 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE City Clerk Department December 16, 2024 AGENDA ITEM TITLE Liquor Licenses a. Screaming Eagle Bar and Grill, 228 E. 4th Street, Class C Alcohol/Outdoor Service w/Sunday Sales (Renewal) Exp: 01/13/2026. 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 117 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT MEETING DATE Engineering Department December 16, 2024 AGENDA ITEM TITLE Bonds. 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. BONDS FOR COUNCIL APPROVAL 12.16.24 Page 118 of 229 7901233077 101331239 RIGHT-OF-WAY CONSTRUCTION BONDS FOR COUNCIL APPROVAL December 16, 2024 FL CONSTRUCTION KOELKER EXCAVATING II, LLC INDIANOLA, IA CEDAR FALLS, IA Page 119 of 229 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 December 16, 2024 AGENDA ITEM TITLE Sale and conveyance of 408 Vermont Street to Iowa Heartland Habitat for Humanity for $1.00, including a Development Agreement. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The City acquired the property through the 657-A process. The single-family home will be rehabilitated and will receive a $5,000 infill housing grant and a grant of up to $16,885.00 for asbestos mitigation. NEIGHBORHOOD IMPACT Rehabilitation of the home would have a positive impact on the neighborhood. DATA, ANALYSIS, AND STRATEGIES Infill Development IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS Sale of the city -owned property would be considered by Council through the public hearing process which requires public notice of the hearing. SOURCE OF EXPENDITURES Nuissance Bonds ALTERNATIVE ACTION Not Approve LEGAL DESCRIPTION Lot 5 in Block 13 in Whitney and Sedgwicks Addition to the City of Waterloo, Iowa. Page 120 of 229 ATTACHMENTS 1. Habitat DA for 408 Vermont 11-20-24 2. Aerial - 408 Vermont Page 121 of 229 Preparer: Christopher S. Wendland, P.O. Box 596, Waterloo, Iowa 50704 (319) 234-5701 After recording, return to Community Planning & Development, 715 Mulberry Street, Waterloo, IA 50703. DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of , by and between Iowa Heartland Habitat for Humanity ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS A. City owns real property at 408 Vermont Street, Waterloo, Iowa (the "Property"), which is legally described as set forth on Exhibit "A" attached hereto. Company desires to undertake a project on the Property. B. City considers 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. 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 for the sum of $1.00 (the "Purchase Price"). Conveyance shall be by quit claim deed, free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (b) current and future real estate real property taxes and assessments subject to the agreements made herein; (c) general utility and right-of-way easements serving the Property; and (d) restrictions imposed by the City zoning ordinances and other applicable law. Company may, at its own expense, obtain whatever form of title evidence it desires. If title is unmarketable or subject to matters not acceptable to Company, and if City does not remedy or remove such objectionable matters in timely fashion following written notice of such objections from Company, Company may terminate this Agreement without further obligation. City shall provide any title documents it has in its possession, including any abstracts, to assist in title review. Page 122 of 229 2. Improvements by Company. Company acknowledges that it has had a reasonable opportunity to inspect the Property and to conduct other due diligence related to the Project. Subject to Section 6.B and 6.C, Company agrees to accept the Property in its "AS IS" condition, without any warranty from City, expressed or implied, as to the condition of the Property, its marketability, or its fitness for any particular purpose. At its own cost Company shall renovate the existing structure to create a single-family dwelling to a finished state, including sidewalk, garage and driveway, and shall be responsible for removal of all construction debris, proper leveling or shaping of groundscape, and grassing and/or landscaping (construction and finishing as so described are referred to collectively as the "Improvements"). The Improvements shall be constructed in accordance with the terms of this Agreement, all applicable City, state, and federal building codes and shall comply with all applicable City ordinances and other applicable law. Company shall submit specific plans, building designs and site plans for City review and approval before the commencement of construction and shall not substantially deviate from such plans, specifications or designs. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Property, the Improvements, and all site preparation and development -related work to be undertaken and completed by Company under this Agreement are collectively referred to as the "Project." 3. Timeliness of Construction; Possibility of Reverter. The parties agree that Company's commitment to cause the Project to be undertaken and to construct the Improvements in a timely manner constitutes a material inducement for the City to convey the Property to Company and to extend the incentives provided for in this Agreement, and that without said commitment City would not do so. A. Deadlines to commence and complete. Subject to Unavoidable Delays (defined below), Company must Substantially Complete construction by June 30, 2027 (the "Completion Deadline"). For purposes of this Agreement, "Substantially Complete" means the date on which the Improvements have been completed to the extent necessary for the City to issue a certificate of occupancy relating thereto and the City has verified that Project elements for which no permit was necessary have been substantially completed. 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/or reverter of title. If Company does not begin or Substantially Complete construction of the Improvements on the schedule(s) stated above, subject to Unavoidable Delays, then City may Page 123 of 229 terminate this Agreement as set forth in Section 13, 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. As promptly as possible, Company shall notify City in writing of the occurrence of any Unavoidable Delay and shall again notify City in writing when the Unavoidable Delay has ended. If City terminates this Agreement as provided in Section 13, 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. 4. Reverter of Title; Indemnity. In the event of any reverter of title pursuant to Section 3, 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. Company shall pay in full, so as to discharge or satisfy, all Liens on or against the Property. In connection with any reverter of title, Company shall not be entitled to a refund of the Purchase Price. Appointment of Attorney in Fact: If Company fails to deliver such documents, including but not limited to a special warranty deed, to City within thirty (30) days after written demand by City, then City shall be authorized to execute, on Company's behalf and as its attorney -in -fact, the special warranty deed 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, cost, expense, liability or injury made, suffered, or incurred as a result of or in connection with the Project, or Company's failure to carry on or complete same, or any Lien or Liens on or against the 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. Page 124 of 229 5. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services from street right of way to any location on the Property and for payment of any associated connection fees. 6. City Incentives. To aid the Project, City agrees to provide the following assistance: A. Infill Housing Grant. As provided in the City's infill housing policy, City will pay Company a grant of $5,000.00 within thirty (30) days after Company has Substantially Completed the Improvements and has obtain final inspection on all permits obtained for the Project. B. Asbestos Abatement. City shall pay Company a grant of up to $16,885.00 to cover the actual costs that Company will incur to remove and mitigate any asbestos present on the Property, payable within thirty (30) days after Company provides proof of payment. C. Demolition. Before conveyance of the Property, City shall demolish the front porch and remove all debris from the Property. 7. 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. 8. 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. 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. 9. Additional Covenants of Company. In addition to the other promises, covenants and agreements of Company as provided elsewhere in this Agreement, Company agrees as follows: A. Until the Improvements have been Substantially Completed, Company shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to the actual progress of Company with respect to construction of the Improvements. Page 125 of 229 B. Company will comply with all applicable land development laws and City and county ordinances, and all laws, rules and regulations relating to its businesses, other than laws, rules and regulations where the failure to comply with the same, or where the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Company. C. 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 agrees during construction of the Improvements 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 companies engaged in activities of comparable size and liability exposure, and shall provide evidence of such coverages to the City upon request. 10. 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. 11. Representations and Warranties of Company. Company hereby represents and warrants as follows: A. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its Page 126 of 229 terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 12. 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 Improvements to be commenced and 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, the Property, or this Agreement, without the prior written consent of City, except as expressly authorized by this Agreement; C. Failure by any party hereto to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement; D. 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 Page 127 of 229 thereof, shall be appointed in any proceedings brought against Company and shall not be discharged within ninety (90) days after such appointment, or if Company shall consent to or acquiesce in such appointment; or (5) defaults under any mortgage applicable to the Property; or 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. 13. 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. 14. Indemnification and Releases. A. Company hereby releases City, its elected officials, officers, employees, and agents (collectively, the "indemnified parties") from, covenants Page 128 of 229 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 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 on or 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) otherwise as a result of or in connection with the Project or Company's failure to carry on or complete same. C. The indemnification obligations under this Section shall include attorneys' fees and expenses incurred by any indemnified party. The provisions of this Section shall survive the expiration or termination of this Agreement. 15. 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. 16. 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 Page 129 of 229 governing body member, officer, employee or agent of City in the individual capacity of such person. 17. 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. 18. 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, Attention: Mayor, with copies to the Community Planning and Development Director. (b) if to Company, at 803 W. 5th Street, Waterloo, Iowa 50702, Attention: Executive Director. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, or (iii) three (3) business days following the date of deposit if mailed by 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. 19. 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. 20. 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. 21. 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 Page 130 of 229 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. 22. 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. 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. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 25. Counterparts. This Agreement may be executed in one or more counterparts, each of which, including 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. 26. 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. 27. 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 IOWA HEARTLAND HABITAT FOR HUMANITY By: By: Quentin Hart, Mayor Ali Parrish, Executive Director Attest: Kelley Felchle, City Clerk Page 131 of 229 EXHIBIT "A" Property Description Lot 5 in Block 13 in Whitney & Sedgwick's Addition to the City of Waterloo, Iowa. Page 132 of 229 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 Assesses, 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. et, located at the Black Hawk County Assessor's Office for complete and accurate information. 408 Vermont St Pa 133 of 229 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 December 16, 2024 AGENDA ITEM TITLE Resolution approving a Professional Services Agreement with Eocene Environmental Group, of Coralville, Iowa, in an amount not to exceed $20,260.00, to perform professional asbestos survey services to assist with the cleanup activities at the former Rath buildings as part of implementation of an Iowa DNR Brownfield Redevelopment Program Community Assistance Grant, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The City of Waterloo received a grant from the EPA for the cleanup (asbestos abatement) of former Rath buildings. The City of Waterloo hired Eocene (formerly Impact7G) to be the qualified environmental professional to oversee the project. Eocene has identified potential additional asbestos containing material not identified in the previously completely asbestos survey work for the buildings, as well as noted that some of the identified asbestos containing material is not clearly identified for amounts or clear locations of where they are located within the large 6-story building complex. Eocene has recommended that additional testing be completed to suplament the existing survey to ensure a smooth process when the asbestos abatement is bid. The Iowa DNR has agreed to provide a Community Assistance Grant in a not to exceed amount of $20,260 to cover the expenses of the additional testing. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Page 134 of 229 $20,260 to be paid from Iowa DNR Iowa Brownfield Redevelopment Program Community Assistance Grant, Contract Number 25-7540-06. ALTERNATIVE ACTION LEGAL DESCRIPTION ATTACHMENTS 1. PSA - City of Waterloo - Rath - ACM Page 135 of 229 AGREEMENT (PSA) Project: Asbestos Containing Materials Confirmation/Survey PROFESSIONAL SERVICES ' Eocene - Environmental Group Property: Rath Buildings - 1142 Sycamore Street, Waterloo, Iowa 50703 Client: City of Waterloo Contact: Aric Schroeder Address: 715 Mulberry Street City/State/Zip: Waterloo, Iowa 50703 Phone: 319.291.4399 Email: aric.schroeder@waterloo-ia.org AGREEMENT made this 9th day of October 2024, by and between the service provider, Eocene Environmental Group, Inc. (Eocene) and City of Waterloo (Client). WHEREAS the client intends to engage the services of Eocene to: provide asbestos survey services to assist the Client with Brownfield cleanup activities at the former Rath Buildings at the location identified above (herein referred to as the "Property"). WHEREAS, Eocene agrees to provide said services pursuant to the terms of this Agreement. NOW THEREFORE, the parties agree as follows: 1. Project Eocene agrees to assist the Client with conducting asbestos survey services at the Property. Eocene will complete an ACM Survey by collecting samples of suspect building materials which have not previously been collected or where results of prior inspections are unclear. Eocene will also quantify previously identified ACMs to be able to provide accurate quantities for asbestos abatement. 2. Scope of Services ACM Confirmation/Survey Eocene will review any available existing inspection reports and develop a sampling strategy for the Property. A State of Iowa licensed asbestos inspector will perform the survey by collecting samples of suspect building materials which have not previously been collected or where results of prior inspections are unclear. The sampling strategy will be consistent with appropriate OSHA Regulation 1926.1101 and 40 CFR Part 61 — National Emission Standards for Hazardous Air Pollutants (NESHAPs). The samples collected will be analyzed by a certified laboratory for asbestos content via the polarized light microscopy method. Sampling of the structure will consist of developing a survey protocol, determining what materials will be sampled, what materials will be presumed/assumed (if any), identifying all homogeneous spaces within the structure (if required) and quantification of asbestos containing materials. All associated field notes, chain of custody forms, and sample identification will be checked for accuracy and completeness and documented by the Eocene Project Manager. It will also be the role of the Project Manager to inspect the data and provide final review and approval to ensure that it meets industry standard sampling requirements. 8951 Windsor Parkway, Johnston, IA 50131 866.875.5527 eocene.com 09-24 PAGE 1 OF 4 Page 136 of 229 As this survey will include samples of the roof and roofing components (unless otherwise directed), Eocene makes no guarantee of the integrity of the roofs following sampling procedures. Eocene will patch all roof sample locations with roofing compound to best of our abilities. Eocene recommends having a certified roofing contractor inspect all roof sample locations from the survey to ensure the structural integrity of the roof and sample locations. It is our understanding that this structure will be demolished, therefore, Eocene will use destructive sampling measures to collect building material samples. Eocene will not be repairing sample locations apart from roof sample locations. The final report will consist of laboratory results, sample descriptions, locations of ACMs, photo documentation and State of Iowa licenses. 3. Eocene Responsibilities Eocene Hereby agrees to: I. Provide the professional services as set forth in this Agreement; and II. Perform said services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality. 4. Client Responsibilities Client hereby agrees to: I. Provide a knowledgeable representative of the Property, who will be available to coordinate all on -site work; and II. Provide unrestricted access to the Property for Eocene to perform the services; and III. Provide copies of any previously completed reports that may be pertinent to this Project. 5. Schedule The Project will commence immediately upon receipt of the executed Professional Services Agreement (PSA) from the Client. Eocene anticipates being able to complete the ACM Confirmation/Survey within approximately four to six weeks of receiving the executed PSA. 6. Project Cost, Payment and Termination The Client shall pay Eocene the Lump Sum Cost of Twenty Thousand, Two Hundred Sixty Dollars ($20,260.00) for the performance of this Agreement. Direct costs such as communications, postage, routine printing and copying are not invoiced separately, but are included with the Lump Sum to streamline the accounting process and reduce overhead costs. Tasks ACM Confirmation/Survey Cost $20,260.00 Total $20,260.00 Invoices for Eocene's services will be submitted every 30 days or upon project completion if project completion is less than 30 days. Invoices shall be due and payable upon receipt. If any invoice is not paid within 30 days, Eocene may, without waiving any claim or right against the Client, and without liability whatsoever to the Client, suspend or terminate the performance of services. Time and material costs will be adjusted annually in accordance with rate increases paid to personnel, inflation, and market conditions. 8951 Windsor Parkway, Johnston, IA 50131 866.875.5527 eocene.com 09-24 PAGE 2 OF 4 Page 137 of 229 7. Work Product All field notes, laboratory test data, calculations, estimates and other documents including all documents on electronic media prepared by Eocene as instruments of service and/or used in the preparation of the final project deliverables shall remain the property of Eocene. All project documents including, but not limited to, plans and specifications furnished by Eocene under this project are intended for use on this project only. Any reuse, without specific written verification or adoption by Eocene, shall be at the Client's sole risk, and Client shall defend, indemnify and hold harmless Eocene from all claims, damages and expenses including attorney's fees arising out of or resulting therefrom. Under no circumstances shall delivery of electronic files for use by the Client be deemed a sale by Eocene, and Eocene makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall Eocene be liable for indirect or consequential damages as a result of the Client's use or reuse of the electronic files. Because electronic file information can be easily altered, corrupted, or modified by other parties, either intentionally or inadvertently, without notice or indication, Eocene reserves the right to remove itself from its ownership and/or involvement in the material from each electronic medium not held in its possession. Client shall retain copies of the work performed by Eocene in electronic form only for information and use by Client for the specific purpose for which Eocene was engaged. Said material shall not be used by Client or transferred to any other party, for use in other projects, additions to this project, or any other purpose for which the material was not strictly intended by Eocene without Eocene's expressed written permission. Any unauthorized use or reuse or modifications of this material shall be at Client's sole risk. Furthermore, the Client agrees to defend, indemnify, and hold Eocene harmless from all claims, injuries, damages, losses, expenses, and attorney's fees arising out of the modification or reuse of these materials. 8. Project Site The Client agrees to use good faith efforts to maintain a safe Project site for Eocene staff and, as applicable, subcontractors and assigns. Such good faith efforts shall include, but not exhaustive, ensuring that Project site is free and clear of any imminent hazards that pose a direct and immediate danger to any such individual potentially affected. 9. Claims and Disputes Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Client or Eocene. Eocene's services under this Agreement are being performed solely for the Client's benefit, and no other party or entity shall have any claim against Eocene because of this Agreement or the performance or nonperformance of services hereunder. The Client and Eocene agree to require a similar provision in all contracts with contractors, subcontractors, subconsultants, vendors and other entities involved in this Project to carry out the intent of this provision. The Client shall make no claim for professional negligence, either directly or in a third party claim, against Eocene unless the Client has first provided Eocene with a written certification executed by an independent professional currently practicing in the same discipline as Eocene and licensed in the State in which the claim arises. 10. Limited Liability The Client agrees, to the fullest extent permitted by law, to limit the liability of Eocene and Eocene's officers, directors, partners, employees, shareholders, owners and subconsultants to the Client for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert witness fees and costs, so that the total aggregate liability of Eocene and its officers, directors, partners, employees, shareholders, owners and subconsultants to all those named shall not exceed $50,000. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. 11. Mediation In an effort to resolve any conflicts that arise during the project or following the completion of the project, the Client and Eocene agree that all disputes between them arising out of or relating to this Agreement shall be submitted to non -binding mediation unless the parties mutually agree otherwise. The Client and Eocene further agree to include 8951 Windsor Parkway, Johnston, IA 50131 866.875.5527 eocene.com 09-24 PAGE 3 OF 4 Page 138 of 229 a similar mediation provision in all agreements with independent contractors and consultants retained for the Project and to require all independent contractors and consultants also to include a similar mediation provision in all agreements with subcontractors, sub -consultants, suppliers or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements. 12. Attorney's Fees If litigation arises for purposes of collecting fees or expenses due under this Agreement, the Court in such litigation shall award reasonable costs and expenses, including attorney fees, to the prevailing party. In awarding attorney fees, the Court shall not be bound by any Court fee schedule, but shall, in the interest of justice, award the full amount of costs, expenses, and attorney fees paid or incurred in good faith. 13. Controlling Law This Agreement shall be construed and enforced in accordance with the laws of the state of Iowa 14. Assignment Neither the Agreement nor any of the rights or obligations arising under the Agreement may be assigned without prior written consent. This agreement is approved and accepted by the Client and Eocene upon both parties signing and dating the agreement. The effective date of the agreement shall be the last date entered below. CITY OF WATERLOO Accepted by: Printed/Typed Name: Title: Date: EOCENE ENVIRONENTAL GROUP, INC. Accepted by: Printed/Typed Name: Jon Reis Title: Senior Project Manager Date: October 9, 2024 8951 Windsor Parkway, Johnston, IA 50131 866.875.5527 eocene.com 09-24 PAGE 4 OF 4 Page 139 of 229 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 December 16, 2024 AGENDA ITEM TITLE Resolution approving a Subordination Agreement with 5 Bees LLC, to complete Phase IV of 4 for several projects in the area of Blackhawk Street and 18th Street, in the Rath TIF District, and authorizing the Mayor and City Clerk to execute said documents. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The City of Waterloo entered into a phased Development Agreement with 5 Bees for several projects in the area of Blackhawk Street and 18th Street, all located within the Rath Tax Increment Finance District. 5 Bees LLC has finished 3 of the 4 phased projects, with this project being required for the Subordination the last phase to be completed. The last phase of the project is the construction of a commercial building of no less than 6,500 square feet on parcel no. 8913-25-453-005 at the corner of Black Hawk Street and W 18th Street. NEIGHBORHOOD IMPACT The request would not appear to have a negative impact on the neighborhood. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES ALTERNATIVE ACTION Page 140 of 229 LEGAL DESCRIPTION Parcel "I" of Plat of Survey attached to Doc. #2011-17669, being a part of Block 15, Hayes' Addition to the Town of Waterloo, Iowa; except the Northwesterly 45.94 feet in even width thereof as measured along the Northerly right-of-way line of Black Hawk Street, said part of Parcel "I" also being described in Plat of Survey Doc. #2012-3404. ATTACHMENTS 1 Subordination Agreement - FIB and City of Waterloo (5 Bees) - dhm 11-20-24 2. First Interstate Bank (5 Bees, LLC - Parcel I) PTO 10-29-24 3. Beacon - Black Hawk County, IA - Report_ 891325453005 Page 141 of 229 Space above this line for Recording Prepared by: David H. Mason, 415 Clay Street, PO Box 627, Cedar Falls, IA 50613 SUBORDINATION AGREEMENT This Subordination Agreement is entered into this day of , 2024, by and between the City of Waterloo, Iowa (the "City") and First Interstate Bank ("Lender"), regarding real estate legally described as follows, which is referred to herein as the "Property": Parcel "I" of Plat of Survey attached to Doc. #2011-17669, being a part of Block 15, Hayes' Addition to the Town of Waterloo, Iowa; except the Northwesterly 45.94 feet in even width thereof as measured along the Northerly right-of-way line of Black Hawk Street, said part of Parcel "I" also being described in Plat of Survey Doc. #2012-3404. WHEREAS, City and 5 Bees, LLC (the "Borrower") entered into that certain Development agreement dated July 13, 2020, recorded as File No. 2021-11025 in the Office of the Black Hawk County Recorder, as amended by that certain Amendment to Development Agreement dated July 3, 2023, and recorded as File No. 2024-7203 (collectively, the "Development Agreement"); and WHEREAS, the Property is referred to in the Development Agreement as the "Phase 4 Lot"; and WHEREAS, Section 4.B. of the Development Agreements grants certain rights of reverter in title to the Property to the City in the event Borrower fails to abide by certain terms of the Development Agreement (the "City's Reverter Rights"); and WHEREAS, Borrower desires to obtain mortgage financing from Lender to enable Borrower to make certain improvements to the Property; and WHEREAS, in order to induce Lender to provide financing and to take a mortgage from Borrower on the Property, the City is willing to subordinate the City's Reverter Rights with respect to the Property mortgaged to Lender. NOW, THEREFORE, the City does hereby agree that the City's Reverter Rights arising out of the Development Agreement are hereby subordinated and declared to be subsequent and junior to the rights, title, interest, and claim of lien of Lender arising pursuant to the mortgage dated , 2024 and filed on , 2024, as Document No. , in the Office of the Black Hawk County Recorder (the "Lender Mortgage"). Page 142 of 229 The undersigned have executed this Subordination Agreement as of the date first set forth above. City of Waterloo, Iowa By Quentin Hart, Mayor By Kelley Felchie, City Clerk First Interstate Bank By Its STATE OF IOWA COUNTY OF BLACK HAWK ) ) ) ss. On this day of , 2015, before me, a Notary Public in and for the State of Iowa, personally appeared Quentin Hart and Kelley Felchie, 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 STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) Acknowledged before me on , 2024 by as of First Interstate Bank. Notary Public Page 143 of 229 REDFERN, MASON, LARSEN & MOORE, P.L.C. DAVID R. MASON JOHN C. LARSEN STEVEN D. MOORE, OF COUNSEL DONALD B. REDFERN, OF COUNSEL MARK S. ROLINGER BRUCE L. GETTMAN, JR. DAVID H, MASON BRADLEY M. STROUSE ADAM J. BABINAT ISAAC J. DEFORD LUKE M_ ZAHARI NATALIE J. RISSE ATTORNEYS AT LAW Established 1898 415 CLAY STREET P.O. Box 627 CEDAR FALLS, IowA 50613 TELEPHONE (319) 277-6830 FACSIMILE (319) 277-3531 www.cflaw.com masonjr@cflaw.com October 29, 2024 MARK W. FRANSDAL 1960-2021 LEROY H. REDFERN 1919-2007 WM W. MCKINLEY 1926-1981 GEORGE F. NEWMAN 1908-1988 JAMES B. NEWMAN 1870-1958 First Interstate Bank Attn: John T. Flint, Sr. Vice President Re: 5 Bees, LLC Greetings: We have examined the accompanying abstract of title (in 1 part) for the real estate legally described as: Preliminary Title Opinion Parcel "I" of Plat of Survey attached to Doc. #2011-17669, being a part of Block 15, Hayes' Addition to the Town of Waterloo, Iowa; except the Northwesterly 45.94 feet in even width thereof as measured along the Northerly right-of-way line of Black Hawk Street, said part of Parcel "I" also being described in Plat of Survey Doc. #2012-3404. commencing with the root of title and certified by Black Hawk County Abstract Company to October 1, 2024 at 8:00 a.m., and from the records therein reported, we find that as of the certification date above, good title of record to the above referenced real estate was duly vested in: CITY OF WATERLOO, IOWA free from encumbrances and defects, except as follows: Mortgages and Other Voluntary Liens. (None) 2. Entry 18 sets forth a Development Agreement dated July 13, 2020, and filed November 20, 2020 as Doc. #2021-1 1025. A copy of said Development Agreement is attached hereto as Exhibit A. You should refer to said Development Agreement for particulars. A few things to note on the Development Agreement: a. The property under examination is defined as the "Phase 4 Lot" in the Development Agreement. b. The Development Agreement contemplates that the Phase 4 Lot will be deeded to 5 Bees, LLC. Section 4.A requires that 5 Bees, LLC (i) begin construction of the improvements within 12 months after the City conveys the Phase 4 Lot to 5 Bees, LLC, and (ii) substantially complete improvements on the Phase 4 Lot by December Page 144 of 229 October 29, 2024 Page 2 31, 2026 or within 24 months after City conveys title to 5 Bees, LLC, whichever is later. Under Section 4.B., the failure of 5 Bees, LLC to commence or complete construction can result in a reverter of title back to the City. Section 4.B. Note: First Interstate Bank should require the City to subordinate its right of reversion to the new mortgage of First Interstate Bank. c. Section 8 of the Development Agreement provides that the minimum assessed value of the Phase 4 Lot will be $400,000. d. Section 9 of the Development Agreement prohibits 5 Bees, LLC from granting a mortgage or other lien on any portion of the property until completion of all improvements; however there is an exception for a mortgage reasonably necessary to finance the improvements and of which 5 Bees, LLC notifies the City in advance or execution of such mortgage. Note: First Interstate Bank should make sure that its new mortgage is approved in advance by the City. 3. Entry 19 sets forth a Business Property Lease attached to the Development Agreement as Exhibit B showing on July 13, 2020, the City of Waterloo leases referenced property to 5 Bees, LLC until December 31, 2024. 4. Entry 20 sets forth a Minimum Assessment Agreement attached to the Development Agreement as Exhibit C dated July 13, 2020, fixing the minimum actual value for assessment purposes. 5. Entry 23 sets forth an Amendment to Development Agreement for the City of Waterloo with 5 Bees, LLC, dated July 3, 2023, and filed December 1, 2023, as Doc. #2024-7203. A copy of said Amendment is attached hereto as Exhibit D for your reference. A few things to note on the Amendment to Development Agreement: a. The improvement requirements for the Phase 4 Lot have been amended from a commercial building of 6,500 square feet to a commercial building of no less than 5,000 square feet. b. The minimum assessment of the Phase 4 Lot has been amended to $375,000. 6. Real Estate Taxes. General taxes for the fiscal year 2023-2024 payable in fiscal year 2024- 2025 in the amount of $1,026.00 are shown as unpaid. 7. Zoning Matters. The real estate under examination may be subject to various governmental zoning ordinances, rules, and regulations. Inquiry should be made to the appropriate governmental offices regarding such particulars. CAUTION Please take notice of the following matters which cannot be determined by examination of the abstract: A. whether any solid wastes, hazardous substances, pollutants, above or below ground storage tanks, drainage wells, water wells, landfill sites or other environmentally regulated conditions exist on the property. Such conditions are not ordinarily shown in the abstract, but they may Page 145 of 229 October 29, 2024 Page 3 result in injunctions, fines, required cleanup, or other remedial actions under federal, state or local laws. These laws may impose liens against the property and personal liability against the owner, even though the owner did nothing to create the condition, and acquired the property without knowing about it. B. any rights or claimed rights of persons in possession other than titleholders of record; C. any facts, such as discrepancies between actual and platted boundaries, that would be disclosed by a survey; D. any facts that would be disclosed by an environmental audit; E. any matters which may have arisen since the abstract as last certified. F. any easements or encroachments that are not recorded, but are apparent or can be proved by physical evidence of their use; G. the right to file mechanic's liens against the premises for labor or materials furnished in connection with improvements thereon. Further, we have made no determination as to whether any commencement of work or pre -lien notices have been filed with the Mechanic's Lien Notice Registry, which registry is maintained by the Iowa Secretary of State. Pre -lien notices are not ordinarily shown in the abstract. Very truly yours, REDFERN, MASON, LARSEN & MOORE, P.L.C. By 3_________ �—,---' David H. Mason Title Guaranty No. 3869 DHM/krs Page 146 of 229 IIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIII a IIIIIII Doc TO: 010006770025 Type GEN Recorded: 11/20/2020 at 03:23:30 P1 Fee Amt: $127.00 Page 1 of 25 Black Hawk County Iowa . SANDIEE L. SMITH RECORDER F11e2021--00011025 EXHIBIT A S bl-� WO wilt Prep red by Christopher S. Wendland, P.D. Box 596, Waterloo, IA 50704 DEVELOPMENT AGREEMENT (Phased Development) Phone (319) 234-5701 This Development Agreement (the "Agreement") is entered into as of 13 , 2020 by and between 5 Bees, 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, 2015, 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"). B. Company is willing and able to finance and construct buildings and related improvements on property located in the Urban Renewal Area. C. City considers economic development within the City a benefit to the community and is willing for the overall good and welfare of the community to provide financial incentives so as to encourage that goal. City believes that the development of the Property (defined below) is in the vital and best interests of the City and in accordance with the public purposes and provisions of the applicable State and local laws and requirements under which the project has been undertaken and is being assisted. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Sale of Property. Within 30 days from the date of this Agreement, City shall convey to Company, for the sum of $1.00, the real property described on Exhibit "A" attached hereto (the "Property"). Conveyance shall be by special warranty deed, free and clear of all encumbrances arising by or through City except: (a) easements, conditions and restrictions of record; (b) current and future real estate real property taxes and assessments subject to the agreements made herein; (c) general utility and a7) 95 Page 147 of 229 right-of-way easements serving the Property; and (d) restrictions imposed by the City zoning ordinances, or other applicable law. 2. Phased Development. The parties contemplate that Company will develop the Property and other nearby properties in phases, each of which is generally described as follows, although more detailed plans for each phase will be developed at one or more future dates: A. Phase 1. Demolition of existing structure on the Property and construction of a new commercial building of no less than 3,000 square feet. B. Phase 2. Interior and exterior improvements to an existing building on property at 1813 Black Hawk Street, Waterloo. C. Phase 3. Demolition of existing structure at 175 W. 16'h Street, Waterloo (the "Phase 3 Lot") and construction of a new commercial building of no less than 3,000 square feet. D. Phase 4. Construction of a commercial building of no less than 6,500 square feet on parcel no. 8913-25-453-005 at the corner of Black Hawk Street and W. 18th Street (the "Phase 4 Lot"). Properties corresponding to Phases 2-3 are referred to as "Developer Properties," and the Property, Developer Properties and Phase 4 Lot are referred to as "Project Properties." For each phase, City may require that Company submit specific building designs and site plans for City review and approval. Improvements to the Project Properties completed within the schedule established by Section 5 below will be eligible for the benefits provided for in this Agreement, and any Phase of the Improvements not completed within the prescribed period will not be eligible for said benefits. 3. improvements by Company. Company shall construct on the Project Properties the improvements described in Section 2 above, and related landscaping, paving, 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. Company will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. The Project Properties, the Improvements, and all site preparation and development - related work to make the Project Properties usable for Company's purposes as contemplated by this Agreement are collectively referred to as the "Project". 4. Timeliness of 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 Page 148 of 229 extend the development incentives provided for in this Agreement, including but not limited to its commitment to convey the Property and the Phase 4 Lot to Company, and that without said commitment City would not have done so: A. Deadlines to commence and complete. Subject to Unavoidable Delays (defined below), Company must obtain all permits to demolish the existing structure on the Property and to construct the Phase 1 Improvements so that construction on Phase 1 Improvements begins by April 1, 2021 (the "Phase 1 Start Date") and is completed no later than April 30, 2022 (the "Phase 1 Completion Deadline"). Phase 2 Improvements must be substantially completed by December 31, 2023, and Phase 3 Improvements must be substantially completed by December 31, 2024. Company must begin construction of Phase 4 Improvements within 12 months after City conveys the Phase 4 Lot to Company (the "Phase 4 Start Date) and must substantially complete such Improvements by December 31, 2026 or within 24 months after City conveys title to the Phase 4 Lot to Company, whichever is later (the "Phase 4 Completion Deadline"). For any phase, substantial completion of construction shall be evidenced by issuance of an occupancy permit. B. Events triggering reverter of title. (i) Subject to Unavoidable Delays as set forth below, if Company has not, in good faith, begun the construction of Phase 1 Improvements and Phase 4 Improvements by the corresponding Phase Start Date, then City may terminate this Agreement as to such phase area and title to such phase area shall revert to the City, except as may be provided in this Agreement; provided, however, that if construction has not begun by the applicable Phase Start Date but the development of the Project as to such phase is still imminent, the City Council may, but shall not be required to, consent to an extension of time for the construction of the phase Improvements, and if an extension is granted but construction of the phase Improvements has not begun within such extended period, then City may terminate this Agreement as to such phase area(s) and title to the applicable phase area(s) shall revert to the City after the end of said extended period. In the event of any termination, City shall have no further obligations under this Agreement with respect to any affected phase area. (ii) If Company determines at any time that the Project, in whole or in part, is not economically feasible, then after giving thirty (30) days' advance written notice to City, Company may convey the applicable undeveloped phase area(s) to City by special warranty deed, free and clear of any lien, claim, or encumbrance arising by or through Company, and thereupon neither party shall have any further obligation under this Agreement with respect to any such phase area conveyed, except as expressly provided. In connection with any conveyance to City, Company shall pay in full, so as to discharge or satisfy, all liens, claims, charges, and encumbrances on or against any Project Property deeded to City. 3 Page 149 of 229 (iii) If development has commenced within the required period or any extended period and is stopped and/or delayed as a result of an act of God, war, civil disturbance, court order, labor dispute, fire, or other cause beyond the reasonable control of Company, the requirement that construction of any phase or of the entire Project shall be tolled for a period of time equal to the period of such stoppage or delay, and thereafter if construction is not completed within the allowed period of extension then title to the phase area(s) shall revert to City. 5. Reverter of Title; Indemnity. In the event of any reverter of title, Company agrees that it shall, at its own expense, promptly execute all documents, including but not limited to a special warranty deed, or take such other actions as the City may reasonably request to effectuate said reverter and to deliver to City title to the reverted Project Property that is free and clear of any lien, claim, or encumbrance arising by or through Company. Company shall pay in full, so as to discharge or satisfy, all liens, claims, charges, and encumbrances on or against such 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 (30) days after written demand by City, then City shall be authorized to execute, on Company's behalf and as its attorney -in -fact, the special warranty deed required by this Section, and for such limited purpose Company does hereby constitute and appoint City as its attorney - in -fact. Company further agrees that it shall indemnify City and hold it harmless with respect to any demand, claim, cause of action, damage, cost, expense, liability or injury made, suffered, or incurred as a result of or in connection with the Project, or Company's failure to carry on or complete same, or any lien, claim, charge, or encumbrance on or against the reverted Project Property of any type or nature whatsoever that attaches to such 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. Company's duties of indemnity pursuant to this Section shall survive the expiration, termination or cancellation of this Agreement for any reason. 6. Water and Sewer. Company will be responsible for extending water, sewer, telephone, telecommunications, electric, gas and other utility services to any location on the Project Property that Company desires and for payment of any associated connection fees. 7. Additional City Assistance. The incentives described in the following subsections of this Section 7 are in addition to the other Project incentives extended by City to Company hereunder. A. Deveiooment Grant; Contingent Repayment Security. City will provide payments of up to $120,000.00 (the "Grant") to assist Company with acquisition of Developer Properties and Company's demolition activities thereon. The schedule of payment shall be as follows: 4 Page 150 of 229 1) $70,000.00 within thirty (30) days after the date of this Agreement; 2) $25,000.00 within thirty (30) days after Company provides to City proof of closing on Company's purchase of the Phase 3 Lot. 3) $25,000.00 within thirty (30) days after Company provides to City proof of completed demolition of existing structures on the Property and the Phase 3 Lot. If Company fails to complete the Project as required by Sections 2 and 3, then the Grant will be repayable to City at the rate of $30,000.00 for each Project phase that is not completed. Any amount repayable shall accrue interest at the rate of six percent (6%) per annum from and after the date of disbursement from City and continuing until repaid in full. As security for repayment of the Grant, Company shall either (a) provide a mortgage to City against the Project Properties, which City agrees to subordinate to any.mortgage for acquisition or construction financing, or (b) obtain and ,keep ih force one or more performance bonds in the amount of not Tess than $150,000.00 for each Project phase and one or more payment bonds that guarantee the timely payment of all materials, services and labor. If Company elects to maintain performance and payment bonds, then certificates or copies of said bonds shall be delivered to City, and until Project completion Company will not do or omit the doing of any act which would vitiate any bond. Upon completion of a Project phase, City shall release any mortgage against property corresponding to such phase, and Company may terminate any performance bond or payment bond corresponding to such phase. B. Phase 4 Lot. Within sixty (60) days after the date of this Agreement, City will terminate the existing lease for the Phase 4 Lot between City and 3 Little Lambs, LLC and shall enter into a new lease for the Phase 4 Lot with Company, substantially in the form attached hereto as Exhibit "B". Within thirty (30) days after the lapse, release or discharge of any and all tax liens, judgment liens or other liens affecting the Phase 4 Lot (anticipated to occur no later than May 2024), City shall convey the Phase 4 Lot to Company on the same terms as the conveyance described in Section 1 of this Agreement. C. Partial Tax Exemption. Because the Property is located in a designated Consolidated Urban Revitalization Area (CURA), the Property is eligible for tax exemption consistent with and to the extent provided for in Iowa law, provided that Company meets all requirements to qualify for such exemption. D. Vacated Alley. City agrees to take all steps necessary to vacate the alley behind the Property and to convey same to Company by quit claim deed concurrently with conveyance of the Property. 8. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all 5 Page 151 of 229 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 "C" 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 $150,000.00 (the "Phase 1 Minimum Actual Value"), through: (i) willful destruction of the Property, Improvements, or any part of either; (ii) a request to the assessor of Black Hawk County; or (iii) any proceedings, whether administrative, legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. Company agrees to execute and deliver the MAA concurrently with execution and delivery of this Agreement. In connection with Phase 2 Improvements, Phase 3 Improvements, and Phase 4 Improvements, the parties will execute and record for each such phase a separate MAA to establish the Minimum Actual Value ("MAV") for such phase. The parties anticipate that the MAV for Phase 2 will be $100,000.00, the MAV for Phase 3 will be $150,000.00, and the MAV for Phase 4 will be $400,000.00. The total MAV will be not less than $800,000.00 for all combined phases of Improvements. 9. No Encumbrances; Limited Exception. Until completion of the Improvements, Company agrees that it shall not create, incur, or suffer to exist any lien, encumbrance, mortgage, security interest, or charge on the Project Properties, 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 in advance of Company's execution of any such mortgage. Company may not mortgage the Project Properties or any part thereof for any purpose except in connection with financing of the Improvements. 10. No Assignment or Conveyance. Company agrees that it will not sell, convey, assign or otherwise transfer, in whole or in part, its interest in any Project Property prior to completion of the applicable Project phase 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. 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: 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 6 Page 152 of 229 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 substantial completion of the Improvements, Company shall make such reports to City, in such detail and at such times as may be reasonably requested by City, as to the actual progress of Company with respect to construction of the Improvements. C. Each Project Property will have a taxable value as set forth in the corresponding MAA, and Company agrees that the minimum actual value of such property and completed Improvements thereon as stated in the MAA will be a reasonable estimate of the actual value of the such property and related 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 Project Property and related site improvements, will equal or exceed the assessor's minimum actual value for such Project Property and Improvements as set forth in the MAA. D. Until termination of an MAA, Company will maintain, preserve and keep the Project Properties, including but not limited to the related 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. E. 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 Project Properties owned by 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 that is determined by any tax official to be applicable to the Project Properties 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 Properties. 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 Project Properties and/or project area, all of which must be completed within 120 days from the date this Agreement is approved by the City council. If such completion does not occur, then this Agreement shall be deemed canceled and shall be null and void. 13. Representations and Warranties of City. City hereby represents and warrants as follows: 7 Page 153 of 229 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. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified and in good standing under the laws of the State of Iowa. B. It has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. C. This Agreement has been duly and validly authorized, executed and delivered by Company and, assuming due authorization, execution and delivery by the other parties hereto, is in full force and effect and is a valid and legally binding instrument of Company that is enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. D. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of Company or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Company is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. E. There are no actions, suits or proceedings pending or threatened against or affecting Company in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Company or which in any manner raises any questions affecting the validity of the Agreement or Company's ability to perform its obligations under this Agreement. 15. 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 8 Page 154 of 229 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. 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 Properties or resulting from any defect in the Improvements. The indemnified parties shall not be liable for any damage or injury to the persons or property of Company or its directors, officers, employees, contractors or agents, or any other person who may be about the Project Properties 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 term 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 or the Phase 4 Lot and the construction, installation, ownership, and operation of the Improvements, or (3) any hazardous substance or environmental contamination located in or on the Property or Phase 4 Lot, 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. 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; 9 Page 155 of 229 B. Transfer by Company of any interest (either directly or indirectly) in the Improvements, the Property, the Phase 4 Lot, or 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 Project Properties; 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 or an MAA; 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 Project Properties. 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. 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 or to recover ownership of the Property and/or Phase 4 Lot as set forth in this Agreement. B. Default by City. Whenever any Event of Default in respect of Company occurs and is continuing, Company may take such action against City 10 Page 156 of 229 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. 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. 20. 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. 21. 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 P.O. Box 655, Waterloo, IA 50704, Attention: Jonathan Brundrett. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains written electronic confirmation from the sending facsimile machine that such 11 Page 157 of 229 transmission was successful. A party may change the address for giving notice by any method set forth in this Section. 22. 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. 23. 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. 24. 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. 25. 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. 26. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 28. Entire Agreement. This Agreement 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. 29. Time of Essence. Time is of the essence of this Agreement. 12 Page 158 of 229 thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 25. 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. 26. Binding Effect. This Agreement shall be binding and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 28. Entire Agreement. This Agreement 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. 29. 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 By: Quentin M. Hart, Mayor Attest: Kelly Felchl4� City Clerk 5 BEES, LLC than Brundrett, VVand Spey ial Projects Director PERSONAL GUARANTY. The undersigned, being either an officer, shareholder, manager, or member 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 13 Page 159 of 229 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. Liability of guarantors hereunder is joint and several. AL �I �, I Will m Brundrett n than Brundrett 14 Page 160 of 229 EXHIBIT "A" Hayes Addition, Lot 7, Block 16, Waterloo, Black Hawk County, Iowa Page 161 of 229 EXHIBIT "B" BUSINESS PROPERTY LEASE This Business Property Lease (the "Lease") is made and entered into as of 3, 2020, by and between the City of V ter!oo, Iowa, an Iowa municipal corporation ("Landlord"), whose address for the purpose of this Lease is 715 Mulberry Street, Waterloo, Iowa, 50703, and 5 Bees, LLC ("Tenant"), whose address for the purposes of this Lease is P.O. Box 655, Waterloo, Iowa, 50704. 1. PREMISES AND TERM. The Landlord, In consideration of the rents herein reserved and of the agreements and conditions herein contained, on the part of the Tenant to be kept and performed, leases unto the Tenant and Tenant hereby rents and leases from Landlord, according to the terms and provisions herein, the following described real estate, situated in Black Hawk County, Iowa, to wit: Tax parcel no. 8913-25-453-005, in Waterloo, Iowa, at the northwesterly corner of Black Hawk Street and W. 18th Street, as legally described on Exhibit "A", with the improvements thereon and all rights, easements, and appurtenances thereto belonging, for a term commencing upon the date hereof and continuing until and including December 31, 2024, upon the condition that the Tenant pays rent therefor, and otherwise performs as provided in this Lease. 2. RENTAL. Tenant agrees to pay to Landlord as rental for said term, as follows: $ 1.00 , in advance, due upon signing of this Lease. 3. POSSESSION. Tenant shall be entitled to possession on the first day of the term of this Lease and shall yield possession to the Landlord at the time and date of the close of this Lease term, except as herein otherwise expressly provided. 4. USE OF PREMISES. Tenant covenants and agrees during the term of this Lease to use and to occupy the leased premises only for lawful purposes in its current condition. 5. QUIET ENJOYMENT. Landlord covenants that its estate In said premises is fee simple and that the Tenant on paying the rent herein reserved and performing all the agreements by the Tenant to be performed as provided in this Lease, shall and may peaceably have, hold and enjoy the demised premises for the term of this Lease free from molestation, eviction or disturbance by the Landlord or any other persons or legal entity whatsoever, except as otherwise provided herein. 6. CARE AND MAINTENANCE OF PREMISES. Tenant takes said premises in their present condition. Landlord shall have no duty whatsoever to care for or maintain the premises or any part thereof. Tenant will make no unlawful use of said premises and agrees to comply with all valid regulations of the Board of Health, municipal ordinances, the laws of the State of Iowa and the federal government, but this provision shall not be construed as creating any duty by Tenant to members of the general public. Tenant will not allow trash of any kind to accumulate on said premises, and it will remove same from the premises at its own expense. Tenant shall, after taking possession of said premises and until the termination of this Lease and the actual removal from the premises, at its own expense, care for and maintain the premises in a reasonably safe and serviceable condition consistent with its own needs and pursuant to applicable law, ordinance or regulation. Tenant shall make no structural improvements without the Landlord's prior written approval of the plans and specifications therefor. Tenant shall be responsible for all necessary upkeep of lawns and grounds to keep the premises well - maintained. Tenant shall be responsible to clear ice and snow from all sidewalks on or abutting the premises. 7. FACILITY SERVICES. Tenant, during the term of this Lease, shall pay before delinquency all charges for use of telephone, water, sewer, gas, electricity, power, garbage or trash disposal, and all other utilities or services of whatever kind and nature which may be used in or upon the leased premises. 15 Page 162 of 229 8. END OF TERM. This Lease shall terminate upon expiration of the original term in accordance with Section 1. Tenant agrees that upon the termination of this Lease it will surrender, yield up and deliver the leased premises as required by Sections 3 and 4, Tenant shall not continue to occupy the premises beyond the Lease term without the express prior written consent of Landlord. 9. ASSIGNMENT AND SUBLETTING. Tenant may assign this Lease or sublet the premises or any part thereof without the prior written consent of Landlord, but in any such instance shall provide written notice of such assignment or sublease to Landlord. 10. PROPERTY TAXES. The Property is currently tax exempt. Tenant shall be responsible to pay before delinquency any general property taxes that may be assessed against the Property during the Term hereof. 11. INSURANCE. (a) Tenant agrees that it will at its own expense procure and maintain commercial general liability insurance in the amount of not less than $1,000,000 per occurrence and $1,000,000 annual aggregate. Such insurance shall cover liability arising from premises operations, independent contractors, personal injury, products, and completed operations and liability assumed under an insured contract, including but not limited to the activities of Tenant, its employees and agents. Certificates or copies of said policies, naming the Landlord as an additional insured, and providing for thirty (30) days' advance notice to the Landlord before cancellation, shall be delivered to the Landlord within no later than the date that Tenant begins to occupy the leased premises. A renewal certificate shall be provided to Landlord prior to expiration of any policy. (b) Tenant will not do or omit the doing of any act which would vitiate any insurance, or increase the insurance rates in force upon the real estate improvements on the premises or upon any personal property of the Tenant upon which the Landlord by law or by the terms of this Lease, has or shall have a lien. (c) Tenant further agrees to comply with recommendations of Iowa Insurance Services Office, or its successor office, and to be liable for and to promptly pay, as if current rental, any increase in insurance rates on said premises and on the building of which said premises are a part, due to increased risks or hazards resulting from Tenant's use of the premises otherwise than as herein contemplated and agreed. 12. INDEMNITY. Except as to any negligence of the Landlord or its agents in the performance of any obligation of Landlord under this Lease, and to the extent not covered by insurance maintained by Landlord or Tenant, Tenant will protect, indemnify, and save harmless the Landlord, its officers, officials, employees, and agents, from and against any and all claims, demands, causes of action, loss, costs, expenses, damages and liabilities of any type or nature (including but not limited to attorneys' fees and expenses) (each of the foregoing is a "Claim") occasioned by, or arising out of, any accident or other occurrence causing or inflicting injury and/or damage to any person or property, happening or done, in, upon, or about the leased premises, or due directly or indirectly to the tenancy, use, or occupancy thereof, or any part thereof by the Tenant or any person claiming through or under the Tenant. The foregoing indemnity shall include, but is not limited to, Claims of Tenant or any third party for loss, damage or destruction of any personal property or fixtures left on the premises after termination of the tenancy. The provisions of this paragraph shall survive the expiration, abandonment, or termination of this Lease. 13. FIRE AND CASUALTY. In the event of a destruction or damage of the leased premises so that Tenant is not able to conduct its business on the premises, and which damages cannot be repaired within sixty (60) days, this Lease may be terminated at the option of either the Landlord or Tenant. Such termination in such event shall be effected by written notice of one party to the other, within twenty (20) days after such destruction. Tenant shall surrender possession within ten (10) days after such notice issues and, each party shall be released from all future obligations hereunder, Tenant paying rental pro rata only to the date of such destruction. 14. CONDEMNATION. N/A. 15. TERMINATION OF LEASE AND DEFAULTS OF TENANT. (a) TERMINATION UPON EXPIRATION OR UPON NOTICE OF DEFAULTS. This Lease shall terminate upon expiration of the demised term. Upon default by Tenant in accordance with the terms and provisions of this Lease, or upon Tenant's abandonment of the premises by failure to engage in business activities on the premises for more than fourteen (14) consecutive 16 Page 163 of 229 business days, this Lease may at the option of the Landlord be canceled and forfeited, provided, however, before any such cancellation and forfeiture Landlord shall give Tenant a written notice specifying the default, or defaults, and stating that this Lease will be canceled and forfeited ten (10) days after the giving of such notice, unless such default, or defaults, are remedied within such grace period. As an additional optional procedure or as an alternative to the foregoing (and neither being exclusive of the other), Landlord may proceed as provided in paragraph 22 below. (b) Waiver as to any default shall not constitute a waiver of any other or subsequent default. 16. RIGHT OF EITHER PARTY TO MAKE GOOD ANY DEFAULT OF THE OTHER. N/A. 17. SIGNS. Tenant shall have the right and privilege of attaching, affixing, painting, or exhibiting signs on the leased premises, provided only that any and all signs shall comply with the ordinances of the municipality in which the property is located and with the laws of the State of Iowa. 18. MECHANIC'S LIENS. Neither the Tenant nor anyone claiming by, through, or under the Tenant, shall have the right to file or place any mechanic's lien or other lien of any kind or character whatsoever upon said premises or upon any building or improvement thereon, or upon the leasehold interest of the Tenant therein, and notice is hereby given that no contractor, subcontractor, or anyone else who may furnish any material, service, or labor for any building, improvements, alteration, repairs, salvaging or any part thereof, shall at any time be or become entitled to any lien thereon, and for the further security of the Landlord, the Tenant covenants and agrees to give actual notice thereof in advance to any and all contractors and subcontractors who may furnish or agree to furnish any such material, service, or labor. 19. LANDLORD'S LIEN AND SECURITY INTEREST. Landlord shall have, in addition to the lien given by law, a security interest as provided by the Uniform Commercial Code as codified in the State of Iowa upon all personal property, and all substitutions, replacements, accessories, and accessions thereto and thereof, kept and used on the leased premises by Tenant, Landlord may proceed at law or in equity with any remedy provided by law or by this Lease for the recovery of rent or for termination of this Lease because of Tenant's default in its performance. 20. SUBSTITUTION OF EQUIPMENT, MERCHANDISE. ETC. Tenant shall have the right, from time to time during the term of this Lease, to sell or otherwise dispose of any personal property of the Tenant situated on the leased premises, when in the judgment of the Tenant it shall have become obsolete, outworn, or unnecessary in connection with the operation of Tenant's business on the leased premises. 21. OTHER PROVISIONS. (a) The parties acknowledge that the leased premises are subject to several federal tax liens and/or Judgment liens arising from a prior owner, which by the passage of time will lapse in 2024. If before the date of lapse any lien holder takes action to enforce its lien, Landlord agrees to work diligently to seek a release or discharge of such lien. After lapse, release or discharge of all liens, Landlord shall convey the leased premises to Tenant pursuant to the terms of a development agreement between the parties. 22. RIGHTS CUMULATIVE. The various rights, powers, options, elections, and remedies of either party as provided in this Lease shall be construed as cumulative and no one of them as exclusive of the others or exclusive of any rights, remedies, or priorities allowed either party by law, and shall in no way affect or impair the right of either party to pursue any other equitable or legal remedy to which either party may be entitled as long as any default remains in any way unremedied, unsatisfied, or undischarged. 23. NOTICES AND DEMANDS. Notices as provided for in this Lease shall be given to the respective parties hereto at the respective addresses designated on page one of this Lease unless either party notifies the other, in writing, of a different address. Without prejudice to any other method of notifying a party in writing or making a demand or other communication, such message shall be considered given under the terms of this Lease when sent, addressed as above designated, postage prepaid, by registered or certified mail, return receipt requested, by the United States mail and so deposited in a United States mail box. 17 Page 164 of 229 24. BINDING EFFECT. Each and every covenant and agreement herein contained shall extend to and be binding upon the respective heirs, personal representatives, successors, and assigns of the parties hereto; except that if any part of this Lease is held in joint tenancy, the successor in interest shall be the surviving joint tenant. 25. CHANGES TO BE IN WRITING. None of the covenants, provisions, terms, or conditions of this Lease to be kept or performed by Landlord or Tenant shall be in any manner modified, waived, or abandoned, except by a written Instrument duly signed by the parties and delivered to the Landlord and Tenant. This Lease contains the entire agreement of the parties and supersedes any and all discussions, negotiations, understandings, or agreements pertaining to the subject matter hereof. 26. CONSTRUCTION. Words and phrases herein, Including acknowledgment hereof, shall be construed as in the singular or plural number, and as masculine, feminine, or neuter, according to the context. IN WITNESS WHEREOF, the parties hereto have duly executed this Business Property Lease as of the date first written above. LANDLORD City of Waterloo, Iowa By: TENANT 5 Bees, LLC By: Quentin Hart, Mayor s than Brundrett, VP an Spcial cts Director 18 Page 165 of 229 EXHIBIT "1" Legal Description of Leased Premises HAYES ADDITION PARCEL I OF SE 1/4 SEC 25 T 89 R 13 LYING IN BLK 15 AND FORMALLY A PART OF PARCEL F AS SHOWN IN DOC 2007-014335 DESC AS COM AT SELY COR BLK 15 HAYES ADD TH N 49 DEG 01 MIN 25 SEC W 5 FT ALONG SLY LINE BLK 15 TO PT OF BEG TH N 24 DEG 27 MIN 43 SEC E 426.10 FT TO PT ON SWLY LINE OF PARCEL DEED B 545 P 381 PT BEING 75 FT NWLY OF ELY TERMINUS OF THAT LINE TH N 40 DEG 14 MIN 30 SEC W 154.78 FT ALONG PARCEL DESC CLD B 545 P 381 TH S 40 DEG 50 MIN 06 SEC W 259.58 FT ALONG A LINE PAR WITH AND 140 FT DISTANT TO ELY LINE BLK 16 HAYES ADD TO SLY LINE BLK 15 TH S 49 DEG 01 MIN 25 SEC E 222.28 FT ALONG SAID SLY LINE BLK 15 TO PT OF BEG EXC NWLY 45.94 FT IN EVEN WIDTH AS MEASURED ALONG NLY ROW LINE BLACK HAWK ST. 19 Page 166 of 229 EXHIBIT "C" MINIMUM ASSESSMENT AGREEMENT This Minimum Assessment Agreement (the "Agreement") is entered into as of -AN-k4 t3 Za-z , by and among the CITY OF WATERLOO, IOWA ("City"), 5 BEES, 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, described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake, or cause to be undertaken, the development of an area ("Project") within the Rath Urban Renewal and Redevelopment Plan area of the City; and WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the Company desire to establish a minimum actual value for the land and the building(s) pursuant to this Agreement and applicable only to the Project, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the improvements (the "Improvements") which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the Improvements, the minimum actual value which shall be fixed for assessment purposes for the land and Improvements to be constructed thereon as a part of the Project shall not be less than $150,000.00 (the "Minimum Actual Value") until termination of this Agreement. The parties agree that construction of the Improvements will be substantially completed on or before December 31, 2O2h . If it is not, then the parties agree to execute an amendment to this Agreement that will extend the dates specified in Section 2 below. 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, .20 3Z . Nothing herein shall be deemed to waive the Company's rights under Iowa Code 20 Page 167 of 229 § 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. Nothing herein shall limit the discretion of the Assessor to assign at any time an actual value to the land and Improvements in excess of the Minimum Actual Value. 3. Company agrees that it will not seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute or regulation relating to the taxation of real property included within the Property that is determined by any tax official to be applicable to the Property or to Company, or raise the inapplicability or constitutionality of any such tax statute or regulation as a defense in any proceedings. 4. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 5. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 6. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. CITY OF WATERLOO, IOWA 5 BEES, LLC By: Quentin M. Hart, Mayor hie; City Clerk STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) On this 1 day of , 2020, before me, a Notary Public in and for the State of Iowa, personally peared Quentin M. 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 . athan Brundrett, VP : n+i Special Projects Director 21 Page 168 of 229 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. "" .. NANCY HIGBY • • "- COMMISSION NO.788229 • +ro,P�a MY COMMISSION E (PIAES Notary Pubtlil-L?? lic STATE OF IOWA ) ss. BLACK HAWK COUNTY ) Acknowledged before me on _ /!.�-�y ■ , 2020 by Jonathan Brundrett as Vice President and Special Projects Director of 5 Bees, LLC. TIM ANDERA COMMISSION NO. 772518 MY COMMISSION EXPIRES APRIL 11, 2021 Notary Public 22 Page 169 of 229 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property subject to the development, upon completion of improvements to be made on it and in accordance with the Minimum Assessment Agreement, certifies that the actual value assigned to such land, building and equipment upon completion of the development shall not be less than One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate, until termination of this Minimum Assessment Agreement pursuant to the terms hereof. ce_____---.v €ssor for Black Hawk County, Iowa Date STATE OF IOWA COUNTY OF BLACK HAWK Subscribed and sworn to before me on?a7777W" , by T.J. Koenigsfeld, Assessor for Black Hawk County, Iowa. TIM ANOERA COMMISSION NO. 772518 MY MMISi1O,NVPIRES APR2021 Notary Public 23 Page 170 of 229 TERMINATION OF BUSINESS PROPERTY LEASE WHEREAS, the City of Waterloo, Iowa ("City") and 3 Little Lambs, LLC ("Company") are parties to a certain Business Property Lease (the "Agreement") concerning real property in Black Hawk County, Iowa, described as parcel no. 8913-25-453-005, and the parties desire to terminate the Lease. NOW, THEREFORE, the parties herby terminate the Lease as of the date hereof and state that the Lease shall have no further force or effect. Dated 3 L3 , 2020 CITY OF WATERLOO, IOWA By: Quentin Hart, Mayor Attest: Kelley Fel, City Clerk 3 LITTLE LAMBS, LLC athan Brundrett M.naging Member Page 171 of 229 EXHIBIT D Preperer (12A II III III II 1111 II II II 1111 III III III II III Doc ID 012042970002 Type GEN Recorded: 12/01/2023 at 03:21:03 PM Fee Amt: $12.00 Page 1 of 2 Black Hawk County Iowa SANDIE L. SMITH RECORDER Fle2024-00007203 Infommllan_ Christ her S. Wendland, PO Box 596;Waterloo, Iowa 50704 (319) 234.5701 Name Address City Phone SPACE ABOVE THIS LINE FOR RECOROER AMENDMENT TO DEVELOPMENT AGREEMENT Tr,is.Amefdment to Development Agreement (the "Amendment") is entered into as of in L+-1 3' , 2023 by and between 5 Bees, LLC (the "Company") and the City of Watett'ao, Iowa (the "City"). RECITALS A. Company and City are.parties to that certain Development Agreement dated July 13, 2020 (the "DA") concerning the development of land (the "Property") described on Exhibit "A" to the DA. The DA has been filed in the land records of Black Hawk County, Iowa, as Doc. No. 2021-11025. B. The parties. desire to further amend the DA to modify the terms thereof as set forth in this Amendment. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Paragraphs A through D of Section 2 are stricken in their entirety and are hereby replaced with the following new paragraphs A through D: A. Phase 1. Demolition of existing structure on the Property and construction of a new commercial building of no less than 2,500 square feet. The Property has an address of 1809 Black Hawk Street, Waterloo. B. Phase 2. Exterior improvements to an existing building on property at 1813 Black Hawk Street, Waterloo. C. Phase 3. Demolition of existing structure at 175 W. 16th Street, Waterloo (the "Phase 3 Lot") and construction of a new commercial building of no Tess than 5,400 square feet. 2 Page 172 of 229 D. Phase 4. Construction of a commercial building of no Tess than 5,000 square feet on parcel no. 8913-25-453-005 at the comer of Black Hawk Street and W. 18'" Street (the "Phase 4 Lot"). 2. Section 3, paragraph A, of the DA is hereby amended to strike "April 30, 2022" therefrom and .to substitute "December 31, 2023" in its place as the Phase 1 Completion Deadline. 3. Section 8 is hereby amended to strike the final unnumbered paragraph thereof and to substitute in its place the following new paragraph: Company agrees to execute and deliver the MAA concurrently with execution and delivery of this Agreement. In connection with Phase 2 Improvements, Phase 3 Improvements, and Phase 4 Improvements, the parties will execute and record for each such phase a separate MAA to establish the Minimum Actual Value ("MAV") for such phase. The parties anticipate that the MAV for Phase 2 will be $46,000.00, the MAV for Phase 3 will be $230,000.00, and the MAV for Phase 4 will be $375,000.00. The total MAV will be not less than $801,000.00 for all combined phases of Improvements. 4. The parties acknowledge that Phase 2 improvements have been completed, and City consents to Company's sale of the Phase 2 property (1813 Black Hawk Street) to Cedar Valley 4 Rent, L.L.C., subject to the MAA. The parties acknowledge that City has expended $18,200.00 for demolition of structures on one or more Project properties. In .connection with Company's sale of the Phase 1 property at 1809 .Black Hawk Street, as a .condition to City's consent to said sale to Cedar Valley 4 Rent, L.L.C., Company agrees to reimburse City in full for the demolition expense from proceeds of the property sale. 5. 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. 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. CITY OF WATERLOO, IOWA By: Que/tivi 1([u'G Approved 7/3/2023 Quentin Hart, Mayor 5 BEES, LLC J: athan Brundrett, V an Sp cial Projects Director Attest: 7(Pa `Ferchfe City Clerk / Deputy Clerk Page 173 of 229 11 /21 /24, 10:07 AM Beacon - Black Hawk County, IA - Report: 891325453005 Black Hawk County, IA Summary Parcel ID Alternate ID Property Address Sec/Twp/Rng Brief Tax Description Deed Book/Page Contract Book/Page Adjusted CSR Pts Class District TIF District School District 891325453005 N/A N/A HAYES ADDITION PARCEL I OF SE 1/4 SEC 25 T 89 R 13 LYING IN BLK 15 AND FORMALLYA PART OF PARCEL F AS SHOWN IN DOC 2007-014335 DESC AS COM AT SELY COR BLK 15 HAYES ADD TH N 49 DEG 01 MIN 25 SEC W 5 FT ALONG SLY LINE BLK 15TOPTOFBEGIN N24DEG 27MIN (Note: Not to be used on legal documents) 2015-016438(4/15/2015) 0 C - Commercial (Note: This is for assessment purposes only. Not to be used for zoning.) 940001 -WATERLOO CITY/WATERLOO SCH 941131- WATERLOO RATH AREA TIF AMD1 WATERLOO COMMUNITY SCHOOLS Neighborhood Neighborhood *LAND WA-W Owner information Deed CITY OF WATERLOO 715 MULBERRY ST WATERLOO IA 50703 Mail To 5 BEES LLC PO Box 655 WATERLOO IA 50704 Address Change Form Link to the Address Change Form Show Deed/Contract Show Deed/Contract Land Lot Area 0.79 Acres;34,412 SF (Note: Land sizes used for assessment purposes only. This is not a survey of the property) Permits Permit # WA 18205 Valuation Date 12/09/2021 Classification + Assessed Land Value + Assessed Improvement Value Description Billboard/Sign 2024 2023 Amount 2022 2021 1,200 2020 Commercial Commercial Commercial Commercial E $51,350 $51,350 $18,700 $16,600 $16,600 $0 $0 $0 $0 $0 + Assessed Dwelling Value $0 so so so so = Gross Assessed Value $51,350 $51,350 $18,700 $16,600 $16,600 - Exempt Value = Net Assessed Value Taxation + Taxable Land Value so so $51,350 $51,350 2023 Pay 2024-2025 $23,797 so $18,700 2022 Pay 2023-2024 + Taxable Improvement Value $0 + Taxable Dwelling Value $0 = Gross Taxable Value $23,797 - Homestead 65+ Exemption $0 $10,220 so so $10,220 $0 so ($16,600) $16,600 2021 Pay 2022-2023 $14,940 $0 $0 so 2020 Pay 2021-2022 $0 $0 so $14,940 $0 so $o https://beacon.schneidercorp.com/Application.aspx?AppID=1110&LayerID=27729&PageTypelD=4&PageID=11312&KeyValue=8913254530�age 174 of 11/21/24, 10:07 AM Beacon - Black Hawk County, IA- Report: 891325453005 2023 2022 2021 2020 Pay 2024-2025 Pay 2023-2024 Pay 2022-2023 Pay 2021-2022 - Military Exemption $o $o $o $o = Net Taxable Value $23,797 $10,220 $14,940 $0 x Levy Rate (per $1000 of value) 43.12949 40.18730 39.49908 40.15223 = Gross Taxes Due $1,026.35 $410.71 $590.12 $0.00 - Ag Land Credit $0.00 $0.00 $0.00 $0.00 - Family Farm Credit $0.00 $0.00 $0.00 $0.00 - Homestead Credit $0.00 $0.00 $0.00 $0.00 - Disabled and Senior Citizens Credit $0.00 $0.00 $0.00 $0.00 - Business Property Credit $0.00 $0.00 $0.00 $0.00 = Net Taxes Due $1,026.35 $410.71 $590.12 $0.00 Tax History Year Due Date Amount Paid Date Paid Receipt 2023 2022 March 2025 September 2024 March 2024 September 2023 $513 No 672636 $513 No $205 Yes 2/28/2024 547511 $205 Yes 2/28/2024 2022 March 2024 September 2023 $0 $15 No Yes 2/28/2024 547511 2021 March 2023 September 2022 $295 Yes 9/19/2022 445993 $295 Yes 9/19/2022 2020 March 2022 September 2021 $0 No 358831 $0 No 2019 March2021 $0 No 204967 September 2020 $0 No Pay Property Taxes Click here to pay property taxes for this parcel. Photos https://beacon.schneidercorp.com/Application.aspx?AppID=1110&LayerlD=27729&PageTypelD=4&PagelD=11312&KeyValue=8913254530lage 175 of 11 /21 /24, 10:07 AM Map Beacon - Black Hawk County, IA - Report: 891325453005 Polling Location View Polling Location Recent Sales In Area Sale date range: From: 11/21/2021 Sales by Neighborhood Sales by Subdivision To: 11/21/2024 Distance:l 1500 I Feet Homestead Tax Credit and Exemption Sales by Distance Apply Online for the Homestead Tax Credit and Exemption Military Service Tax Exemption Application Apply Online for the Military Service Tax Exemption No data available for the following modules: Sales, Agricultural Land/CSR, Residental Dwellings, Commercial Buildings, Agricultural Buildings, Yard Extras, Exemptions, Homestead, Tax Sale Certificate, Special Assessments, Sketches, Board of Review Petition. The maps and data available for access at this website are provided "as is" without warranty or any representation of accuracy, timeliness, or completeness. User Privacy Policy I GDPR Privacy Notice Last Data Upload: 11/21/2024, 12:13:30 AM Contact Us rJ SCHGNEIpDER EOSATIAL https://beacon.schneidercorp.com/Application.aspx?AppID=1110&LayerID=27729&PageTypelD=4&PageID=11312&KeyValue=8913254530ak je 176 of 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 December 16, 2024 AGENDA ITEM TITLE Resolution approving a Real Estate Purchase Agreement with John R Wolfe and Margaret A Wolfe, for the purchase of 14 acres of land for $45,000 per acre, and rights to purchase in series 4 additional tracts of land, and authorizing the Mayor and City Clerk to sign and execute said documents. RECOMMENDED COUNCIL ACTION Approval SUMMARY STATEMENT AND BACKGROUND INFORMATION The City of Waterloo of Waterloo is actively working on the development of the South Waterloo Business Park, with Opus recently partnering with the City of Waterloo to develop the infrastructure to serve approximately 120 of the 183 acre State of Iowa State Certified Site, with plans to build two 138,000 sq. ft. buildings in the first phase. The City and Opus recently were awarded a $2.27 million RISE grant from the State of Iowa for the road construction to begin that work to the west of this site. This purchase agreement will allow the City to acquire 56 acres in 4 acquisitions over a 3-5 year period, and option on the remaining 15 acres toward Kimball Avenue. The sales price will be the $45,000 per acre, adjusted annually with the Consumer Price Index, not to exceed 3.5% for each 12- month period. This allows the City the ability to showcase the land for larger projects and future planning of the South Waterloo Business Park. NEIGHBORHOOD IMPACT The acquisition would have a positive impact on the neighborhood as it would provide for more economic development activities in a business park area. DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES San Marnan TIF Page 177 of 229 ALTERNATIVE ACTION Not approve Purchase Agreement LEGAL DESCRIPTION Legal Description - 4634 Kimball Avenue The South One-half of the North One-half of the Southeast Quarter of Section No. 9, Township No. 88 North, Range No. 13 West of the Fifth Principal Meridian, Black Hawk County, Iowa, except those parts deeded to Black Hawk County, Iowa, and the City of Waterloo, Iowa in 91 LD 186 and 551 LD 237. Legal Description - Property North of 4634 Kimball Avenue The North 40 acres of the Southeast Quarter of Section No. 9, Township No. 88 North, Range No. 13 West of the Fifth Prinipal Meridian, in the City of Waterloo, Black Hawk County, Iowa, except that part condemned for road purposes by Black Hawk County, Iowa, by condemnation proceedings No. 204 files in the Auditor's office of said County and also except that part conveyed to the City of Waterloo, Iowa, by Warranty Deed recorded in 540 LD 788 and also except that part described as follows: Beginning at a point on the East line of the Southeast Quarter of said Section 9 which point is 334.40 feet south of the Northeast corner of said Southeast Quarter; thence continuing South 0 degrees 10' West along said East line a distance of 175.00 feet; thence South 89 degrees 15'30" West 452.00 feet; thence North 0 degrees 10' West 509.40 feet to the North line of said Southeast Quarter; thence North 89 degrees 15'30" East along said North line a distance of 163.00 feet; thence South 32 degrees 28' East 393 feet (South 32 degrees 35' East 393.11 feet); thence North 89 degrees 50' East (North 89 degrees 24'30" East) 709.00 feet to the point of beginning. ATTACHMENTS 1. Real Estate Purchase Agreement Page 178 of 229 REAL ESTATE PURCHASE AGREEMENT (NONRESIDENTIAL) TO: John R. Wolfe & Margaret A. Wolfe ("Seller") FROM: City of Waterloo, Iowa ("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, locally known as tax parcel nos. 8813-09-401- 005 (also known as 4634 Kimball Avenue, Waterloo) and 8813-09-401-007, legally described as per the abstract of title; together with any easements and appurtenant servient estates, but subject to any restrictive covenants, ordinances and limited access provisions of record, if any, and to existing easements, if any (all of which interests are herein referred to as the "Property"), upon the following terms and conditions: 1. PURCHASE PRICE. The Purchase Price shall be $45,000.00 per acre for the initial purchase. The Purchase Price for each subsequent purchase shall be adjusted commensurate with the increase in the Consumer Price Index, All Urban Consumers (CPI-U), 1982-84=100 (Unadjusted), from December 2024 until the month preceding a given closing date that is most recently reported by the Bureau of Labor Statistics, not to exceed 3.5% for each 12-month period or part thereof. The entire Purchase Price for each tract purchase shall be due and payable in full at closing. 1.1 PURCHASE IN SERIES. The Property shall be purchased in up to five (5) separate tracts as generally depicted on Exhibit "A" attached hereto. Each of tracts 1-4 are approximately 14 acres in size, and tract 5 is approximately 15.68 acres in size. Tracts shall be purchased by Buyer on the following schedule: • Tract 1 — See section 2 below. • Tract 2 — Not sooner than one (1) and not later than (2) years after the closing date of tract 1 • Tract 3 — Not sooner than one (1) and not later than (2) years after the closing date of tract 2 • Tract 4 — Not sooner than one (1) and not later than (2) years after the closing date of tract 3 • Tract 5 — Buyer shall have a right of first refusal to purchase tract 5.. Buyer shall give notice to Seller at least forty-five (45) days in advance of an expected closing date for any tract purchase, to allow sufficient time for abstract update, title review and other matters to be completed before closing. 1.2. RIGHT OF FIRST REFUSAL. Whenever Seller is in receipt of a bona fide offer for the purchase of tract 5, or any portion thereof, that it desires to accept from a financially capable third party that is not related to Seller by marriage or blood within the third degree of relationship, a copy of such offer shall be promptly delivered to Buyer. Buyer shall have twenty-one (21) days from the date of delivery of said offer in which to exercise a right of first refusal to purchase such portion of the Property on the terms set forth in the offer. If Buyer chooses to exercise its right, it Page 179 of 229 shall deliver written notice (the "ROFR Notice") to Seller within said 21-day period, and the closing of a transaction between the parties shall occur within an additional forty-five (45) days. 2. POSSESSION AND CLOSING. Possession of each tract of the Property shall be delivered to Buyer at the respective closing. Closing for the purchase of tract 1 shall occur at City Hall, 715 Mulberry Street, Waterloo, within 60 days after approval of this Agreement by the Waterloo City Council, subject to prior satisfaction or waiver of any conditions stated in this Agreement, at a date and time mutually agreeable to the parties. Subsequent closing shall occur as mutually agreed by the parties. 3. REAL ESTATE TAXES. Seller shall pay taxes prorated to the closing date of each tract purchase in accordance with the provisions of Iowa Code § 427.2, and any unpaid real estate taxes payable in prior years, either paying Buyer, or giving Buyer a credit, for all of such taxes. Buyer shall pay all subsequent real estate taxes. Because each purchase is expected to cause a split of the tax parcel, and unless the parties mutually make alternate arrangements with respect to a given tract purchase, the parties agree to use a calculation of taxes made by the county auditor. 4. SPECIAL ASSESSMENTS. Seller shall pay at time of closing of each purchase all installments of special assessments which are a lien on the Property or portion thereof as of closing or which can be verified to be owing as of the closing date but are not yet certified as a lien. Buyer shall pay all other special assessments or installments. 5. RISK OF LOSS AND INSURANCE. Seller shall bear the risk of loss or damage to the unpurchased portion of the Property until the date of closing and may obtain such insurance as it desires. In the event of substantial damage or destruction prior to closing, the Buyer shall have the option to complete the closing and receive insurance proceeds regardless of the extent of damages or to declare this Agreement null and void. 6. FIXTURES. Included with the Property shall be all fixtures that integrally belong to, are specifically adapted to or are a part of the real estate, whether attached or detached. The following items shall not be included: 7. CONDITION OF PROPERTY. Seller sells the Property "AS IS" and makes no warranties, expressed or implied, as to the condition of the Property. Within 45 days after the acceptance of this Agreement, Buyer may, at its sole expense, have the property inspected by a person or persons of its choice to determine if there are any environmental or other deficiencies that would make the Property unsuitable, in Buyer's opinion, for development. Seller shall cooperate in providing reasonable access to Buyer's inspectors. Within this same period, the Buyer may notify the Seller in writing of any deficiency. The Seller shall immediately notify the Buyer in writing of what steps, if any, the Seller will take to correct any deficiencies before closing. The Buyer shall then immediately in writing notify the Seller that (1) such steps are acceptable, in which case this Agreement, as so modified, shall be binding upon all parties; or (2) that such steps are not acceptable, in which case this Agreement shall be null and void, and any earnest money shall be returned to Buyer. Also see paragraph 10.C. 8. ABSTRACT AND TITLE. Buyer shall pay the cost of abstracting for each tract purchase. The abstract shall show marketable title in Seller in conformity with this Agreement, Iowa law, 2 Page 180 of 229 and title standards of the Iowa State Bar Association. Seller shall make every reasonable effort to promptly perfect the 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 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. 9. SURVEY. Buyer may, at Buyer's expense, have the Property surveyed and certified by a registered land surveyor prior to a closing. 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. A. 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. Any exceptions to the warranties set forth above are fully described on a separate addendum attached hereto. B. Seller hereby represents that, to the best of its knowledge and belief, there is no active or abandoned septic tank or septic system on the property, except as described here: Tract 5: Septic Tank C. Buyer may, at Buyer's expense, have the Property inspected further for the existence of any hazardous materials, substances, or wastes. Seller shall cooperate in providing reasonable access to Buyer's inspectors and engineers. If hazardous materials, substances, or wastes are discovered on the Property, Buyer's obligation hereunder shall be contingent upon the removal of such materials, substances, conditions or wastes or other resolution of the matter reasonably satisfactory to Buyer. However, in the event Seller is required to expend any sum in excess of $5,000 to remove any hazardous materials, substances, conditions or wastes, Seller shall have the option to cancel this transaction and refund to Buyer all earnest money paid and declare this Agreement null and void. The expense of any action necessary to remove or otherwise make safe any hazardous material, substances, conditions or waste shall be paid by Seller, subject to Seller's right to cancel this transaction as provided above. 11. DEED. Upon payment of the Purchase Price for each tract, Seller shall convey such tract to Buyer by 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. 3 Page 181 of 229 12. STATEMENT AS TO LIENS. If Buyer intends to assume or take subject to a lien on the Property, Seller shall furnish Buyer with a written statement prior to closing from the holder of such lien, showing the correct balance due. 13. 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. 14. APPROVAL OF COURT. If the Property is an asset of any estate, trust, conservatorship, or receivership, this Agreement shall be subject to court approval, unless declared unnecessary by Buyer's attorney. If necessary, the appropriate fiduciary shall proceed promptly to a hearing for court approval. In that event a court officer's deed shall be used to convey title. 15. 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. C. 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. 16. 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. Seller: John R. Wolfe 6142 Kimball Avenue Waterloo, IA 50701 Buyer: City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Attn: Community Planning & Development Director 17. 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 each of the closings. 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 and section headings are for convenience of reference and shall not limit or affect the meaning of this Agreement. Words and 4 Page 182 of 229 phrases herein shall be construed as in the singular or plural number, and as masculine, feminine or neuter gender according to the context. 18. REAL ESTATE AGENT OR BROKER. Seller has used the services of Fischels Commercial Group as its real estate agent or broker in connection with this transaction, and Seller shall pay all commissions relating to said services. 19. ADDITIONAL PROVISIONS. (a) This Agreement is expressly subject to approval by the city council of Buyer. (b) Except as expressly set forth herein, each party shall pay its own customary closing costs. (c) Seller shall have a first right of refusal, exercisable on a year -by -year basis, to lease back for crop production any part of the Property purchased by Buyer that is not under development. The parties shall agree on a reasonable rental rate within thirty (30) days after Seller delivers written notice of exercise to Buyer. Any lease shall be subject to Buyer's right to give ninety (90) days' advance written notice of termination, in whole or in part, if the leased land or portion thereof is needed for a development project. (d) If Buyer exercises any rights on the Property that result in damage to Seller's current crop, Buyer shall compensate Seller for the full market value of the damaged crop. Buyer shall have no duty to preserve any of such crops, and the Seller accepts as liquidated damages (in lieu of any and all other damages) an amount equal to the most recent USDA proven yield for the commodity planted on the Property in the year of damage multiplied by the USDA four year average price for the commodity grown in the year of damage, multiplied by the number of acres, or fractional acres, of crop destroyed on the Propery. Such compensation shall be paid to Seller upon closing of the specific tract purchased. (e) Seller shall not be liable to provide access to any of Property being purchased. (f) Subject to Seller's Bank Approval on or before 1/25/2025. 20. NO PARTNERSHIP OR JOINT VENTURE. Nothing in this Agreement shall be interpreted as creating a partnership or joint venture between Seller and Buyer relative to the Property. 21. ENTIRE AGREEMENT. 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. 22. ACCEPTANCE. When accepted, this Agreement shall become a binding contract. If not accepted by Seller on or before 12/31/2024, this Agreement shall be null and void. Dated Accepted by Seller 12 - ! 0 --2 `r BUYER SELLER City of Waterloo, Iowa By: 5 t w� Page 183 of 229 Mayor Attest: City Clerk John R. Wolfe O ate= 00_C Margaret A. Wolfe 6 Page 184 of 229 EXHIBIT "A" Property Depiction Page 185 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Randy Bennett, Public Works Division Manager Public Works Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Resolution approving a Professional Services Contract with Nutri-Ject Systems Inc., of Hudson, Iowa, in the amount of $79,847.09, for sludge storage tank cleaning and final land application of biosolids, for the bottom four -feet of tank solids plus $9,446.26 per foot for solids above the bottom four -foot, in an amount not to exceed $98,739.61, and authorizing the Mayor to execute said document. RECOMMENDED COUNCIL ACTION It is recommended that the City Council approve the agreement of cleaning sludge storage tank including final land application. SUMMARY STATEMENT AND BACKGROUND INFORMATION The POTW's Sludge Storage Tank is a sludge/solids holding tank after Anaerobic Digestion and before dewatering operations. This tank was put into service in 1999. Over the last 25 years solids and inorganics settle at the bottom of the tank, taking up capacity. Over the years we have also seen a decrease in dewatering optimization due to the solids build up. This tank is split into 2 tanks. This agreement is to clean only 1 side so we can continue to process sludge and keep digesters in service. The other side will be cleaned at a later date. NEIGHBORHOOD IMPACT DATA, ANALYSIS, AND STRATEGIES IMPLEMENTATION, ACCOUNTABILITY, AND COMMUNICATION COMMUNITY ENGAGEMENT METHODS SOURCE OF EXPENDITURES Operating Budget ALTERNATIVE ACTION Page 186 of 229 LEGAL DESCRIPTION ATTACHMENTS 1. Sludge Storage tank memo 2. Waterloo IA Storage tank one half clean out updated 11-7-2024 Page 187 of 229 CITY OF J4TERLO 0 WASTE MANAGEMENT SERVICES 3505 Easton Ave. • Waterloo, IA 50702 • (319) 291-4553 Fax (319) 291-4523 December 16, 2024 To: Waterloo Mayor and Council From: Brad Manahl, Assistant Director ICT/Maintenance RE: Resolution Approving Contract with Nutri-Ject Systems INC. from Hudson, Iowa for Sludge Storage Tank Cleaning and final land application of biosolids. Background Discussion: The POTW's Sludge Storage Tank is a sludge/solids holding tank after Anaerobic Digestion and before dewatering operations. This tank was put into service in 1999. Over the last 25 years solids and inorganics settle at the bottom of the tank, taking up capacity. Over the years we have also seen a decrease in dewatering optimization due to the solids build up. This tank is split into 2 tanks. This agreement is to clean only 1 side so we can continue to process sludge and keep digesters in service. The other side will be cleaned at a later date. Recommended Action: It is recommended that the City Council approve the agreement of cleaning Sludge storage tank including final land application, with Nutri-Ject Systems, INC. of Hudson, Iowa for the amount of $79,847.09 plus $9,446.26/ foot above bottom 4 feet, not to exceed 2 feet. Total of and not to exceed $98,739.61. CITY WEBSITE: www.cityofwaterlooiowa.com WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Page 188 of 229 NUTRI-JECT SYSTEMS, INC. 515 FIFTH STREET - PO BOX 398 - HUDSON, IOWA 50643 Phone: 319-988-4205 Fax: 319-988-3506 Turnkey Biosolids Management Dredging, Digester Cleaning, Biosolids Hauling, Land Application of Dry and Liquid Biosolids High Pressure Water Blasting QUOTATION FOR: City of Waterloo, IA. DATE OF QUOTE: 11/07/2024 3505 Easton Ave Waterloo, IA 50701 Attn: Brian Bowman Email: BRIAN.BOWMAN@WATERLOO-IA.ORG WE ARE PLEASED TO SUBMIT A QUOTATION FOR THE FOLLOWING: Note: Quote for cleaning of the Biosolids Storage Tank We propose to provide all material and labor to clean one half (1/2) of the sludge storage tank located at the City of Waterloo WWTP. This includes the first 4 feet of the tank considered for these purposes to be the heaviest cleaning at a lump sum price and an additional per foot charge for any amount over the lump sum price. Our services include pumping and liquefying the contents of the tank for final pumping to our semi -tankers for transportation and final land application. This is based on the whole tank being cleaned. Our cost is as follows: • Bottom 4 feet of material that is heavy cleaning $79,847.09 lump sum • The material above the bottom 4 feet is lighter cleaning and will a per foot price$9,446.26/foot of sidewall This proposal is based upon our being provided free access to the tank, electrical power 480v/240v 3 phase power for our pump and your electrician wiring our disconnect panel to your source of power, our pump being lifted and placed on the lid of the storage tank by the city, and a source of water for mixing of heavy solids for hosing clean up work. This quote is also inclusive of all confined space procedures. Our services to include all IDNR/EPA required analysis, procurement of suitable fields, soil testing, and agronomic calculations. Land application will be completed in strict accordance to all IDNR/EPA regulations pertaining to the land application of biosolids and upon completion within 30 days full reports will be forwarded detailing total dry tons and acres applied, dry tons per acre, agronomic loadings as well as all micro/macro nutrients and trace metals. Quantities shown are estimated and not guaranteed; they are solely for establishing the initial unit price for the services listed above. Final charges will be based upon actual quantities. TERMS: 30 DAYS DELIVERY: AS SCHEDULUED CUSTOMER'S NAME: NUTRI-JECT SYSTEMS, INC. Bv: Date: Rya l oadhead, Project Manager This quotation becomes a contract for delivery and payment of the merchandise listed above only when signed by the customer or one of its officers. Page 189 of 229 CITY OF ATERLO 0 J�. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Jamie Knutson, City Engineer Engineering Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Resolution approving a Finance Agreement with Waterloo Water Works to pay for Division II - Water Main, in conjunction with FY 2025 W.A.R.P. 4th Addition, Contract 1114, 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. AGREEMENT - CITY AND WWW-final Page 190 of 229 Page 191 of 229 CITY OF WATERLOO F.Y. 2025 W.A.R.P. 4th Addition CONTRACT No. 1114 AGREEMENT NOW on this day of , 2024, the Waterloo Water Works and the City of Waterloo, Iowa, enter into this Agreement for and in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. I. RECITALS WHEREAS, the Warp Drive construction and water main replacements and extensions are to be constructed in the same corridors (Refer to E. AREA COVERED) in which the parties have some interest, are proposed to be constructed in calendar year 2025; and WHEREAS, the parties presently have varying degrees of responsibilities for the construction of work in the F.Y. 2025 W.A.R.P. 4th Addition — Contract No. 1114, and the construction and extension of the existing water main in the segment of Warp Drive and Hyper Drive listed below in E. AREA COVERED; and WHEREAS, the parties believe that the payments to be made to the contractor would best be handled by the City of Waterloo. NOW, THEREFORE, the parties agree as follows: II. TERMS OF AGREEMENT A. PURPOSE. Refer to Recitals. B. JURISDICTION. The jurisdiction for responsibility for design, inspection and funding shall be: Division I — City of Waterloo Division II — Waterloo Water Works C. FINANCING. The Waterloo Water Works and the City of Waterloo shall share the costs for the Project according to the following: 1. The Waterloo Water Works shall pay for the entire cost of reconstruction or extension of the water mains along the proposed corridors. (Division II) 2. The City of Waterloo shall pay for the entire cost of construction of Warp Drive and Hyper Drive along the proposed corridor. (Division I) Page 1 of 4 Page 192 of 229 3. The City of Waterloo shall be responsible for administering the payments to the contractor, to bill the Waterloo Water Works and the Waterloo Water Works shall make payment within fifteen (15) days of said billing. 4. Financing for this Project shall be the responsibility of each of the parties hereto as reflected in this Agreement. D. ADMINISTRATION OF AGREEMENT. City of Waterloo Engineering shall prepare plans, specifications, estimate of quantities, estimate of cost, etc. and include them in the contract as Division II. A licensed professional engineer in the state of Iowa, shall sign the Division II Plans and Specifications. The City of Waterloo shall follow the current City bidding procedures for the project and administer the letting phase of this project. The construction phase of this project shall be administered with City of Waterloo for Division I and Waterloo Water Works for Division II. The Waterloo Water Works shall be notified of all meetings involving said Project and shall have the right of review and acceptance for each of the following phases for Division II: 1. Bid Award Approval; 2. Final Construction Approval. E. AREA COVERED. The area covered by this Agreement shall be: a. Warp Drive — from the easterly dead end cul-de-sac to approximately 3,242 feet southeast. b. Hyper Drive — from the current easterly dead end cul-de-sac to approximately 1,024 feet east to the connection with new extension of Warp Drive. F. DURATION. This Agreement shall be in effect until completion of the construction or termination by written agreement of all parties. DATED this day of , 2024. Waterloo Water Works Page 2 of 4 Page 193 of 229 By: Mary Potter, Chair Board of Trustees Waterloo Water Works ATTEST: Chad Coon, General Manager STATE OF IOWA, BLACK HAWK COUNTY, ss: On this day of , 2024, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Mary Potter and Chad Coon, to me personally known, and who, being by me duly sworn, did say that they are the Board of Trustees Chair and the General Manager, respectively, of the Waterloo Water Works; and that the instrument was signed and sealed on behalf of the utility by authority of its Board of Trustees as contained in the Resolution adopted by the Board of Trustees, on the day of , 2024 and that Mary Potter and Chad Coon acknowledged the execution of the instrument to be their voluntary act and deed and the voluntary act and deed of the utility, by it voluntarily executed. Notary Public in and for the State of Iowa CITY OF WATERLOO, IOWA By: Page 3 of 4 Page 194 of 229 Quentin Hart, Mayor City of Waterloo ATTEST: Kelley Felchle, City Clerk STATE OF IOWA, BLACK HAWK COUNTY, ss: On this day of , 2024, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Quentin Hart and Kelley Felchle, to me personally known, and who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation by authority of its City Council as contained in the Resolution adopted by the City Council, under Council Action No. of the City Council on the day of , 2024, and that Quentin Hart and Kelley Felchle acknowledged the execution of the instrument to be their voluntary act and deed and the voluntary act and deed of the corporation, by it voluntarily executed. Notary Public in and for the State of Iowa Page 4 of 4 Page 195 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Lance Dunn, Human Resources Director David Eckert, Library Director Human Resources Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Resolution approving an amendment to the City of Waterloo Employee Handbook adding a Library management vacation schedule. 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. Library admin Vacation Accrual Resolution 12.16.2024 Page 196 of 229 Page 197 of 229 RESOLUTION The Waterloo Public Library Board of Trustees approves the following: Policies for paid benefits, i.e., casual/personal time, sick leave, plus time and funeral leave, for management staff at the Waterloo Public Library will be the same as those stated in the Collective Bargaining Agreement between the Communication Workers of America and the Board of Trustees except in determining vacation accrual. Vacation Accrual All library administrative employees shall receive 10 days of vacation at the date of hire and shall accrue vacation according to the following schedule: after one year, 20 days; after eight years, 25 days. During the first year of employment, if employment is terminated, any unused vacation time earned shall be paid in proportion to the fraction of the year in which the employee was actually employed. (Iowa Code 91A.4) After the first year of employment, vacation payout will follow the City of Waterloo Handbook (Section 2.14). Revised by Board of Trustees. 11/14/2024 Revised by Board of Trustees. 09/12/2024 Reviewed by Board of Trustees. 2/13/2020 Reviewed by Board of Trustees. 4/03/2014 Revised by Board of Trustees. 6/12/2006 Approved by Board of Trustees. 9/08/03 Page 198 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Bridgett Wood, Finance Director Finance Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Resolution directing the advertisement for sale of $3,560,000.00* (Subject to adjustment per terms of offering) General Obligation Urban Renewal Bonds, Series 2025A, and approving electronic bidding procedures and distribution of preliminary official statement. RECOMMENDED COUNCIL ACTION Approve 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 (173) - PDF Combined Letter of Instruction Advertisement 2025A GO UR Bonds and Page 199 of 229 2025B Taxable GO UR Bonds 2. Waterloo (173) - Advertisement Proceedings ADV ELEC POS 2025A GO UR BONDS 3. Waterloo (173 174) - Combined Notice of Bond Sale 2025A GO UR Bonds and 2025B Taxable GO UR Bonds Page 200 of 229 rt AHLERS COONEY ATTORNEYS December 3, 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@ah lerslaw.com Re: Waterloo, Iowa — General Obligation Urban Renewal Bonds Dear Kelley: I am enclosing the following proceedings to cover the advertisement for sale of $3,560,000* General Obligation Urban Renewal Bonds, Series 2025A and $28,590,000* Taxable General Obligation Urban Renewal Bonds, Series 2025B, as well as approving the Preliminary Official Statement and approving electronic bidding procedures for the sale. Publication Requirement --Notice of Bond Sale. The Clerk has been authorized to select a date for sale and to publish the Notice of Bond Sale, form of which is enclosed. Based on the schedule received, we understand the sale will occur on January 6, 2025. For convenience a combined Notice of Bond Sale covering both series has been provided and must be published between December 17, 2024 and January 2, 2025. The combined notice need only be published once to cover both sales. The Notice of Sale includes language to permit the use of electronic bidding. You should have Speer Financial's recommendation that electronic bidding procedures be utilized for this Bond sale. Based upon this recommendation, the Iowa Code requires that the Council make a finding that the recommended procedure will provide reasonable security and maintain the integrity of the competitive bidding process and facilitate the delivery of bids by interested parties under the circumstances of the particular sale. The proceedings enclosed are prepared on the basis that the Council will agree with the recommendation and make the necessary findings. This Resolution also approves the Official Statement and authorizes its distribution. Speer Financial prepared a draft of the preliminary Official Statement for the City. Please make sure council and other officials have reviewed the POS prior to approval. 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 201 of 229 December 3, 2024 Page 2 Preparation of the Official Statement is subject to Federal Securities Law regulation. Please be certain that any facts and representations contained in the Official Statement are accurate in all material respects and not omitting any information material to the City's financial conditions, to and including the date of the delivery of the Bonds. Please email us an executed copy of the proceedings when convenient. In the near future, we will send proceedings for the receipt of bids and award of sale. Please let me know if you have any questions. Very truly yours, Ahlers & Cooney, P.C. Kristin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: LeAnn Even, Deputy City Clerk, City of Waterloo (via email w/ encl.) Bridgett Wood, Finance Director, 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.) Page 202 of 229 ITEMS TO INCLUDE ON AGENDA CITY OF WATERLOO, IOWA $3,560,000* (Subject to Adjustment per Terms of Offering) General Obligation Urban Renewal Bonds, Series 2025A • Resolution directing the advertisement for sale and approving electronic bidding procedures and Distribution of Preliminary Official Statement. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. Page 203 of 229 December 16, 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 204 of 229 Council Member introduced the following Resolution entitled "RESOLUTION DIRECTING THE ADVERTISEMENT FOR SALE OF $3,560,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025A, AND APPROVING ELECTRONIC BIDDING PROCEDURES AND 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: RESOLUTION DIRECTING THE ADVERTISEMENT FOR SALE OF $3,560,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025A, AND APPROVING ELECTRONIC BIDDING PROCEDURES AND DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning, undertaking, and carrying out of urban renewal projects under the authority of Iowa Code Chapter 403 and the Downtown Waterloo Riverfront Urban Renewal and Redevelopment Plan for the Downtown Waterloo Riverfront Urban Renewal Area, as amended from time to time, including those costs associated with the acquisition, construction and equipping of the former East Side Courier Building for City use, including related and supporting public infrastructure improvements, and costs associated with the renovation and redevelopment of the current City Hall building and Carnegie Library/ Annex building for private redevelopment, including costs to fund one or more Economic Development Grants to private developers to aid in such redevelopment, essential corporate urban renewal purpose project(s), and it is deemed necessary and advisable that the City issue General Obligation Urban Renewal Bonds, for such purpose(s) to the amount of Not to Exceed $10,500,000 as authorized by Sections 384.25 and 403.12 of the Code of Iowa; and WHEREAS, pursuant to notice published as required by Sections 384.25 and 403.12 of the Code of Iowa, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Bonds, and all objections, if any, to such Council action made by any resident or property owner of the City were received and considered by the Council; and no petition having been filed, it is the decision of the Council that additional action 2 Page 205 of 229 be taken for the issuance of said Bonds for such purpose(s), and that such action is considered to be in the best interests of the City and the residents thereof; and WHEREAS, in conjunction with its Municipal Advisor, Speer Financial, Inc., the City has caused an Official Statement to be prepared outlining the details of the proposed sale of the Bonds; and WHEREAS, the Council has received information from its Municipal Advisor evaluating and recommending the procedure hereinafter described for electronic, facsimile and internet bidding to maintain the integrity and security of the competitive bidding process and to facilitate the delivery of bids by interested parties; and WHEREAS, the Council deems it in the best interests of the City and the residents thereof to receive bids to purchase such Bonds by means of both sealed and electronic internet communication. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, STATE OF IOWA: Section 1. That the receipt of electronic bids by facsimile machine and through the SpeerAuction Competitive Bidding System described in the Notice of Sale and Official Statement are hereby found and determined to provide reasonable security and to maintain the integrity of the competitive bidding process, and to facilitate the delivery of bids by interested parties in connection with the offering at public sale. Section 2. That General Obligation Urban Renewal Bonds, Series 2025A, of City of Waterloo, State of Iowa, in the amount of $3,560,000* (Subject to Adjustment per Terms of Offering), to be issued as referred to in the preamble of this Resolution, to be dated February 5, 2025, be offered for sale pursuant to the published advertisement. Section 3. 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 City 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 Bonds for sale. Section 4. That the Clerk is hereby directed to publish notice of sale of the Bonds at least once, the last one of which shall be not less than four clear days nor more than twenty days before the date of the sale. Publication shall be made in the "Waterloo Courier", a legal newspaper, printed wholly in the English language, published within the county in which the Bonds are to be offered for sale or an adjacent county. The notice is given pursuant to Chapter 75 of the Code of Iowa, and shall state that this Council, on the 6th day of January, 2025, at .M., will hold a meeting to receive and act upon bids for said Bonds, which bids were previously received and opened by City Officials at 10:30 A.M. on said date. The notice shall be in substantially the following form: 3 Page 206 of 229 (To be published between: December 17, 2024 and January 2, 2025) NOTICE OF BOND SALE Time and Place of Sealed Bids: Bids for the sale of Bonds of the City of Waterloo, State of Iowa, hereafter described, must be received at the office of the City Clerk, City Hall, 715 Mulberry Street, Waterloo, Iowa (the "Issuer") before the time set forth below, on the 6th day of January, 2025. The bids will then be publicly opened and referred for action to the meeting of the City Council in conformity with the Terms of Offering. The Bonds: The Bonds ("Bonds") to be offered are the following: GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025A, in the amount of $3,560,000*, to be dated February 5, 2024. Bids to be received before 10:30 A.M. TAXABLE GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025B, in the amount of $28,590,000*, to be dated February 5, 2025, bids to be received before 11:00 A.M. *Subject to principal adjustment pursuant to official Terms of Offering. Manner of Bidding: Open bids will not be received. Bids will be received in any of the following methods: • Sealed Bidding: Sealed bids may be submitted and will be received at the office of the City Clerk at City Hall, 715 Mulberry Street, Waterloo, Iowa. • Electronic Internet Bidding: Electronic internet bids will be received by the City Clerk at City Hall, 715 Mulberry Street, Waterloo, Iowa. The bids must be submitted through the SPEERAUCTION competitive bidding system. • Electronic Facsimile Bidding: Electronic facsimile bids will be received at the office of the City Clerk at City Hall, 715 Mulberry Street, Waterloo, Iowa (facsimile number: (319) 291-8628) or the City's Municipal Advisor, Speer Financial, Waterloo, Iowa (facsimile number: (319) 291-4571. Electronic facsimile bids will be treated as sealed bids. Consideration of Bids: After the time for receipt of bids has passed, the close of sealed bids will be announced. Sealed bids will then be publicly opened and announced. Finally, electronic internet bids will be accessed and announced. Sale and Award: The sale and award of the Bonds will be held at the Council Chambers, City Hall, 715 Mulberry Street, Waterloo, Iowa at a meeting of the City Council on the above date at .M. 4 Page 207 of 229 Official Statement: The Issuer has issued an Official Statement of information pertaining to the Bonds to be offered, including a statement of the Terms of Offering and an Official Bid Form, which is incorporated by reference as a part of this notice. The Official Statement may be obtained by request addressed to the City Clerk, City Hall, 715 Mulberry Street, Waterloo, Iowa or the Issuer's Municipal Advisor, Speer Financial, Inc., 531 Commercial Street, Waterloo, Iowa, 50703, Telephone: (319) 291-2077. Terms of Offering: All bids shall be in conformity with and the sale shall be in accordance with the Terms of Offering as set forth in the Official Statement. Legal Opinion: The Bonds will be sold subject to the opinion of Ahlers & Cooney, P.C., Attorneys of Des Moines, Iowa, as to the legality and their opinion will be furnished together with the printed Bonds without cost to the purchaser and all bids will be so conditioned. Except to the extent necessary to issue their opinion as to the legality of the Bonds, the attorneys will not examine or review or express any opinion with respect to the accuracy or completeness of documents, materials or statements made or furnished in connection with the sale, issuance or marketing of the Bonds. Rights Reserved: The right is reserved to reject any or all bids, and to waive any irregularities as deemed to be in the best interests of the public. By order of the City Council of the City of Waterloo, State of Iowa. Kelley Felchle, City Clerk, City of Waterloo, State of Iowa (End of Notice) 5 Page 208 of 229 PASSED AND APPROVED this 16th day of December, 2024. ATTEST: Kelley Felchle, City Clerk Quentin Hart, Mayor 6 Page 209 of 229 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) Kelley Felchle, City Clerk, City of Waterloo, State of Iowa Page 210 of 229 CERTIFICATE STATE OF IOWA ) SS COUNTY OF BLACK HAWK I, the undersigned, do hereby certify that I am now and was at the times hereinafter mentioned, the duly qualified and acting Clerk of the City of Waterloo, in the County of Black Hawk, State of Iowa, and that as such Clerk and by full authority from the Council of the City, I have caused a NOTICE OF BOND SALE ($3,560,000* (Subject to Adjustment per Terms of Offering) General Obligation Urban Renewal Bonds, Series 2025A) of which the clipping annexed to the publisher's affidavit hereto attached is in words and figures a correct and complete copy, to be published as required by law in the "Waterloo Courier", a legal newspaper published at least once weekly, printed wholly in the English language, published regularly and mailed through the post office of current entry for more than two years and which has had for more than two years a bona fide paid circulation recognized by the postal laws of the United States, and has a general circulation in the City, and that the Notice was published in all of the issues thereof published and circulated on the following date: WITNESS my official signature this (SEAL) 4932-9158-0163 4932-9158-0163, v. 1 , 2024. day of , 2024. Kelley Felchle, City Clerk, City of Waterloo, State of Iowa Page 211 of 229 (To be published between: December 17, 2024 and January 2, 2025) NOTICE OF BOND SALE Time and Place of Sealed Bids: Bids for the sale of Bonds of the City of Waterloo, State of Iowa, hereafter described, must be received at the office of the City Clerk, City Hall, 715 Mulberry Street, Waterloo, Iowa (the "Issuer") before the time set forth below, on the 6th day of January, 2025. The bids will then be publicly opened and referred for action to the meeting of the City Council in conformity with the Terms of Offering. The Bonds: The Bonds ("Bonds") to be offered are the following: GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025A, in the amount of $3,560,000*, to be dated February 5, 2024. Bids to be received before 10:30 A.M. TAXABLE GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025B, in the amount of $28,590,000*, to be dated February 5, 2025, bids to be received before 11:00 A.M. *Subject to principal adjustment pursuant to official Terms of Offering. Manner of Bidding: Open bids will not be received. Bids will be received in any of the following methods: • Sealed Bidding: Sealed bids may be submitted and will be received at the office of the City Clerk at City Hall, 715 Mulberry Street, Waterloo, Iowa. • Electronic Internet Bidding: Electronic internet bids will be received by the City Clerk at City Hall, 715 Mulberry Street, Waterloo, Iowa. The bids must be submitted through the SPEERAUCTION competitive bidding system. • Electronic Facsimile Bidding: Electronic facsimile bids will be received at the office of the City Clerk at City Hall, 715 Mulberry Street, Waterloo, Iowa (facsimile number: (319) 291-8628) or the City's Municipal Advisor, Speer Financial, Waterloo, Iowa (facsimile number: (319) 291-4571. Electronic facsimile bids will be treated as sealed bids. Consideration of Bids: After the time for receipt of bids has passed, the close of sealed bids will be announced. Sealed bids will then be publicly opened and announced. Finally, electronic internet bids will be accessed and announced. Sale and Award: The sale and award of the Bonds will be held at the Council Chambers, City Hall, 715 Mulberry Street, Waterloo, Iowa at a meeting of the City Council on the above date at .M. Page 212 of 229 Official Statement: The Issuer has issued an Official Statement of information pertaining to the Bonds to be offered, including a statement of the Terms of Offering and an Official Bid Form, which is incorporated by reference as a part of this notice. The Official Statement may be obtained by request addressed to the City Clerk, City Hall, 715 Mulberry Street, Waterloo, Iowa or the Issuer's Municipal Advisor, Speer Financial, Inc., 531 Commercial Street, Waterloo, Iowa, 50703, Telephone: (319) 291-2077. Terms of Offering: All bids shall be in conformity with and the sale shall be in accordance with the Terms of Offering as set forth in the Official Statement. Legal Opinion: The Bonds will be sold subject to the opinion of Ahlers & Cooney, P.C., Attorneys of Des Moines, Iowa, as to the legality and their opinion will be furnished together with the printed Bonds without cost to the purchaser and all bids will be so conditioned. Except to the extent necessary to issue their opinion as to the legality of the Bonds, the attorneys will not examine or review or express any opinion with respect to the accuracy or completeness of documents, materials or statements made or furnished in connection with the sale, issuance or marketing of the Bonds. Rights Reserved: The right is reserved to reject any or all bids, and to waive any irregularities as deemed to be in the best interests of the public. By order of the City Council of the City of Waterloo, State of Iowa. Kelley Felchle, City Clerk, City of Waterloo, State of Iowa (End of Notice) 4908-7448-9603, v. 1 Page 213 of 229 CITY OF J ,ATERLOO �. COMMUNICATION TO THE WATERLOO CITY COUNCIL NAME AND DEPARTMENT Bridgett Wood, Finance Director Finance Department MEETING DATE December 16, 2024 AGENDA ITEM TITLE Resolution directing the advertisement for sale of $28,590,000.00* (Subject to adjustment per terms of offering) Taxable General Obligation Urban Renewal Bonds, Series 2025B, and approving electronic bidding procedures and distribution of preliminary official statement. RECOMMENDED COUNCIL ACTION Approve 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 (173) - PDF Combined Letter of Instruction Advertisement 2025A GO UR Bonds and Page 214 of 229 2025B Taxable GO UR Bonds 2. Waterloo (174) - Advertisement Proceedings ADV ELEC POS 2025B TAXABLE GENERAL OBLIGATION URBAN RENEWAL CAPITAL LOAN NOTES 3. Waterloo (173 174) - Combined Notice of Bond Sale 2025A GO UR Bonds and 2025B Taxable GO UR Bonds Page 215 of 229 rt AHLERS COONEY ATTORNEYS December 3, 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@ah lerslaw.com Re: Waterloo, Iowa — General Obligation Urban Renewal Bonds Dear Kelley: I am enclosing the following proceedings to cover the advertisement for sale of $3,560,000* General Obligation Urban Renewal Bonds, Series 2025A and $28,590,000* Taxable General Obligation Urban Renewal Bonds, Series 2025B, as well as approving the Preliminary Official Statement and approving electronic bidding procedures for the sale. Publication Requirement --Notice of Bond Sale. The Clerk has been authorized to select a date for sale and to publish the Notice of Bond Sale, form of which is enclosed. Based on the schedule received, we understand the sale will occur on January 6, 2025. For convenience a combined Notice of Bond Sale covering both series has been provided and must be published between December 17, 2024 and January 2, 2025. The combined notice need only be published once to cover both sales. The Notice of Sale includes language to permit the use of electronic bidding. You should have Speer Financial's recommendation that electronic bidding procedures be utilized for this Bond sale. Based upon this recommendation, the Iowa Code requires that the Council make a finding that the recommended procedure will provide reasonable security and maintain the integrity of the competitive bidding process and facilitate the delivery of bids by interested parties under the circumstances of the particular sale. The proceedings enclosed are prepared on the basis that the Council will agree with the recommendation and make the necessary findings. This Resolution also approves the Official Statement and authorizes its distribution. Speer Financial prepared a draft of the preliminary Official Statement for the City. Please make sure council and other officials have reviewed the POS prior to approval. 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 216 of 229 December 3, 2024 Page 2 Preparation of the Official Statement is subject to Federal Securities Law regulation. Please be certain that any facts and representations contained in the Official Statement are accurate in all material respects and not omitting any information material to the City's financial conditions, to and including the date of the delivery of the Bonds. Please email us an executed copy of the proceedings when convenient. In the near future, we will send proceedings for the receipt of bids and award of sale. Please let me know if you have any questions. Very truly yours, Ahlers & Cooney, P.C. Kristin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: LeAnn Even, Deputy City Clerk, City of Waterloo (via email w/ encl.) Bridgett Wood, Finance Director, 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.) Page 217 of 229 ITEMS TO INCLUDE ON AGENDA CITY OF WATERLOO, IOWA $28,590,000* (Subject to Adjustment per Terms of Offering) Taxable General Obligation Urban Renewal Bonds, Series 2025B Resolution directing the advertisement for sale and approving electronic bidding procedures and Distribution of Preliminary Official Statement. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. Page 218 of 229 December 16, 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 219 of 229 Council Member introduced the following Resolution entitled "RESOLUTION DIRECTING THE ADVERTISEMENT FOR SALE OF $28,590,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) TAXABLE GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025B, AND APPROVING ELECTRONIC BIDDING PROCEDURES AND 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: RESOLUTION DIRECTING THE ADVERTISEMENT FOR SALE OF $28,590,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) TAXABLE GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025B, AND APPROVING ELECTRONIC BIDDING PROCEDURES AND DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning, undertaking, and carrying out of urban renewal projects under the authority of Chapter 403 and the Amended and Restated Crossroads Waterloo Urban Renewal and Redevelopment Plan for the Crossroads Waterloo Urban Renewal Area, as amended from time to time, including those costs associated with the redevelopment of Crossroads Mall, including acquisition, design, demolition, reconstruction, and related and supporting public infrastructure improvements, with proceeds of the Bonds being used either directly to pay project costs or to fund one or more Economic Development Grants to private developers to aid in such redevelopment, essential corporate urban renewal purpose project(s), and it is deemed necessary and advisable that the City issue Taxable General Obligation Urban Renewal Bonds, for such purpose(s) to the amount of Not to Exceed $18,000,000 as authorized by Sections 384.25 and 403.12 of the Code of Iowa; and WHEREAS, pursuant to notice published as required by Sections 384.25 and 403.12 of the Code of Iowa, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Bonds, and all objections, if any, to such Council action made by any resident or property owner of the City were received and considered by the Council; and no petition having been filed, it is the decision of the Council that additional action be taken for the issuance of said Bonds for such purpose(s), and that such action is considered to be in the best interests of the City and the residents thereof; and 2 Page 220 of 229 WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning, undertaking, and carrying out of urban renewal projects under the authority of Chapter 403 and the Northeast Industrial Area Urban Renewal and Redevelopment Plan for the Northeast Industrial Urban Renewal Area, as amended from time to time, including those costs associated with the acquisition, remediation, and redevelopment of land within the Northeast Industrial Urban Renewal Area, and also including related and supporting public infrastructure improvements and funding one or more Economic Development Grants to private developers to aid in such acquisition, site preparation and redevelopment, essential corporate urban renewal purpose project(s), and it is deemed necessary and advisable that the City issue Taxable General Obligation Urban Renewal Bonds, for such purpose(s) to the amount of Not to Exceed $4,000,000 as authorized by Sections 384.25 and 403.12 of the Code of Iowa; and WHEREAS, pursuant to notice published as required by Sections 384.25 and 403.12 this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of said Bonds, and all objections, if any, to such Council action made by any resident or property owner of the City were received and considered by the Council; and no petition having been filed, it is the decision of the Council that additional action be taken for the issuance of said Bonds for such purpose(s), and that such action is considered to be in the best interests of the City and the residents thereof; and WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning, undertaking, and carrying out of urban renewal projects under the authority of Iowa Code Chapter 403 and the Downtown Waterloo Riverfront Urban Renewal and Redevelopment Plan for the Downtown Waterloo Riverfront Urban Renewal Area, as amended from time to time, including those costs associated with the acquisition, construction and equipping of the former East Side Courier Building for City use, including related and supporting public infrastructure improvements, and costs associated with the renovation and redevelopment of the current City Hall building and Carnegie Library/ Annex building for private redevelopment, including costs to fund one or more Economic Development Grants to private developers to aid in such redevelopment, essential corporate urban renewal purpose project(s), and it is deemed necessary and advisable that the City issue General Obligation Urban Renewal Bonds, for such purpose(s) to the amount of Not to Exceed $10,500,000 as authorized by Sections 384.25 and 403.12 of the Code of Iowa; and WHEREAS, pursuant to notice published as required by Sections 384.25 and 403.12 of the Code of Iowa, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Bonds, and all objections, if any, to such Council action made by any resident or property owner of the City were received and considered by the Council; and no petition having been filed, it is the decision of the Council that additional action be taken for the issuance of said Bonds for such purpose(s), and that such action is considered to be in the best interests of the City and the residents thereof; and WHEREAS, in conjunction with its Municipal Advisor, Speer Financial, Inc., the City has caused an Official Statement to be prepared outlining the details of the proposed sale of the Bonds; and 3 Page 221 of 229 WHEREAS, the Council has received information from its Municipal Advisor evaluating and recommending the procedure hereinafter described for electronic, facsimile and internet bidding to maintain the integrity and security of the competitive bidding process and to facilitate the delivery of bids by interested parties; and WHEREAS, the Council deems it in the best interests of the City and the residents thereof to receive bids to purchase such Bonds by means of both sealed and electronic internet communication. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, STATE OF IOWA: Section 1. That the receipt of electronic bids by facsimile machine and through the SpeerAuction Competitive Bidding System described in the Notice of Sale and Official Statement are hereby found and determined to provide reasonable security and to maintain the integrity of the competitive bidding process, and to facilitate the delivery of bids by interested parties in connection with the offering at public sale. Section 2. That Taxable General Obligation Urban Renewal Bonds, Series 2025B, of City of Waterloo, State of Iowa, in the amount of $28,590,000* (Subject to Adjustment per Terms of Offering), to be issued as referred to in the preamble of this Resolution, to be dated February 5, 2025, be offered for sale pursuant to the published advertisement. Section 3. 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 City 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 Bonds for sale. Section 4. That the Clerk is hereby directed to publish notice of sale of the Bonds at least once, the last one of which shall be not less than four clear days nor more than twenty days before the date of the sale. Publication shall be made in the "Waterloo Courier", a legal newspaper, printed wholly in the English language, published within the county in which the Bonds are to be offered for sale or an adjacent county. The notice is given pursuant to Chapter 75 of the Code of Iowa, and shall state that this Council, on the 6th day of January, 2025, at .M., will hold a meeting to receive and act upon bids for said Bonds, which bids were previously received and opened by City Officials at 11:00 A.M. on said date. The notice shall be in substantially the following form: 4 Page 222 of 229 (To be published between: December 17, 2024 and January 2, 2025) NOTICE OF BOND SALE Time and Place of Sealed Bids: Bids for the sale of Bonds of the City of Waterloo, State of Iowa, hereafter described, must be received at the office of the City Clerk, City Hall, 715 Mulberry Street, Waterloo, Iowa (the "Issuer") before the time set forth below, on the 6th day of January, 2025. The bids will then be publicly opened and referred for action to the meeting of the City Council in conformity with the Terms of Offering. The Bonds: The Bonds ("Bonds") to be offered are the following: GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025A, in the amount of $3,560,000*, to be dated February 5, 2024. Bids to be received before 10:30 A.M. TAXABLE GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025B, in the amount of $28,590,000*, to be dated February 5, 2025, bids to be received before 11:00 A.M. *Subject to principal adjustment pursuant to official Terms of Offering. Manner of Bidding: Open bids will not be received. Bids will be received in any of the following methods: • Sealed Bidding: Sealed bids may be submitted and will be received at the office of the City Clerk at City Hall, 715 Mulberry Street, Waterloo, Iowa. • Electronic Internet Bidding: Electronic internet bids will be received by the City Clerk at City Hall, 715 Mulberry Street, Waterloo, Iowa. The bids must be submitted through the SPEERAUCTION competitive bidding system. • Electronic Facsimile Bidding: Electronic facsimile bids will be received at the office of the City Clerk at City Hall, 715 Mulberry Street, Waterloo, Iowa (facsimile number: (319) 291-8628) or the City's Municipal Advisor, Speer Financial, Waterloo, Iowa (facsimile number: (319) 291-4571. Electronic facsimile bids will be treated as sealed bids. Consideration of Bids: After the time for receipt of bids has passed, the close of sealed bids will be announced. Sealed bids will then be publicly opened and announced. Finally, electronic internet bids will be accessed and announced. Sale and Award: The sale and award of the Bonds will be held at the Council Chambers, City Hall, 715 Mulberry Street, Waterloo, Iowa at a meeting of the City Council on the above date at .M. 5 Page 223 of 229 Official Statement: The Issuer has issued an Official Statement of information pertaining to the Bonds to be offered, including a statement of the Terms of Offering and an Official Bid Form, which is incorporated by reference as a part of this notice. The Official Statement may be obtained by request addressed to the City Clerk, City Hall, 715 Mulberry Street, Waterloo, Iowa or the Issuer's Municipal Advisor, Speer Financial, Inc., 531 Commercial Street, Waterloo, Iowa, 50703, Telephone: 319-291-2077. Terms of Offering: All bids shall be in conformity with and the sale shall be in accordance with the Terms of Offering as set forth in the Official Statement. Legal Opinion: The Bonds will be sold subject to the opinion of Ahlers & Cooney, P.C., Attorneys of Des Moines, Iowa, as to the legality and their opinion will be furnished together with the printed Bonds without cost to the purchaser and all bids will be so conditioned. Except to the extent necessary to issue their opinion as to the legality of the Bonds, the attorneys will not examine or review or express any opinion with respect to the accuracy or completeness of documents, materials or statements made or furnished in connection with the sale, issuance or marketing of the Bonds. Rights Reserved: The right is reserved to reject any or all bids, and to waive any irregularities as deemed to be in the best interests of the public. By order of the City Council of the City of Waterloo, State of Iowa. Kelley Felchle, City Clerk, City of Waterloo, State of Iowa (End of Notice) 6 Page 224 of 229 PASSED AND APPROVED this 16th day of December, 2024. ATTEST: Kelley Felchle, City Clerk Quentin Hart, Mayor 7 Page 225 of 229 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) Kelley Felchle, City Clerk, City of Waterloo, State of Iowa Page 226 of 229 CERTIFICATE STATE OF IOWA ) SS COUNTY OF BLACK HAWK I, the undersigned, do hereby certify that I am now and was at the times hereinafter mentioned, the duly qualified and acting Clerk of the City of Waterloo, in the County of Black Hawk, State of Iowa, and that as such Clerk and by full authority from the Council of the City, I have caused a NOTICE OF BOND SALE ($28,590,000* (Subject to Adjustment per Terms of Offering) Taxable General Obligation Urban Renewal Bonds, Series 2025B) of which the clipping annexed to the publisher's affidavit hereto attached is in words and figures a correct and complete copy, to be published as required by law in the "Waterloo Courier", a legal newspaper published at least once weekly, printed wholly in the English language, published regularly and mailed through the post office of current entry for more than two years and which has had for more than two years a bona fide paid circulation recognized by the postal laws of the United States, and has a general circulation in the City, and that the Notice was published in all of the issues thereof published and circulated on the following date: WITNESS my official signature this (SEAL) 4904-8992-0259, v. 1 , 2024. day of , 2024. Kelley Felchle, City Clerk, City of Waterloo, State of Iowa Page 227 of 229 (To be published between: December 17, 2024 and January 2, 2025) NOTICE OF BOND SALE Time and Place of Sealed Bids: Bids for the sale of Bonds of the City of Waterloo, State of Iowa, hereafter described, must be received at the office of the City Clerk, City Hall, 715 Mulberry Street, Waterloo, Iowa (the "Issuer") before the time set forth below, on the 6th day of January, 2025. The bids will then be publicly opened and referred for action to the meeting of the City Council in conformity with the Terms of Offering. The Bonds: The Bonds ("Bonds") to be offered are the following: GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025A, in the amount of $3,560,000*, to be dated February 5, 2024. Bids to be received before 10:30 A.M. TAXABLE GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025B, in the amount of $28,590,000*, to be dated February 5, 2025, bids to be received before 11:00 A.M. *Subject to principal adjustment pursuant to official Terms of Offering. Manner of Bidding: Open bids will not be received. Bids will be received in any of the following methods: • Sealed Bidding: Sealed bids may be submitted and will be received at the office of the City Clerk at City Hall, 715 Mulberry Street, Waterloo, Iowa. • Electronic Internet Bidding: Electronic internet bids will be received by the City Clerk at City Hall, 715 Mulberry Street, Waterloo, Iowa. The bids must be submitted through the SPEERAUCTION competitive bidding system. • Electronic Facsimile Bidding: Electronic facsimile bids will be received at the office of the City Clerk at City Hall, 715 Mulberry Street, Waterloo, Iowa (facsimile number: (319) 291-8628) or the City's Municipal Advisor, Speer Financial, Waterloo, Iowa (facsimile number: (319) 291-4571. Electronic facsimile bids will be treated as sealed bids. Consideration of Bids: After the time for receipt of bids has passed, the close of sealed bids will be announced. Sealed bids will then be publicly opened and announced. Finally, electronic internet bids will be accessed and announced. Sale and Award: The sale and award of the Bonds will be held at the Council Chambers, City Hall, 715 Mulberry Street, Waterloo, Iowa at a meeting of the City Council on the above date at .M. Page 228 of 229 Official Statement: The Issuer has issued an Official Statement of information pertaining to the Bonds to be offered, including a statement of the Terms of Offering and an Official Bid Form, which is incorporated by reference as a part of this notice. The Official Statement may be obtained by request addressed to the City Clerk, City Hall, 715 Mulberry Street, Waterloo, Iowa or the Issuer's Municipal Advisor, Speer Financial, Inc., 531 Commercial Street, Waterloo, Iowa, 50703, Telephone: (319) 291-2077. Terms of Offering: All bids shall be in conformity with and the sale shall be in accordance with the Terms of Offering as set forth in the Official Statement. Legal Opinion: The Bonds will be sold subject to the opinion of Ahlers & Cooney, P.C., Attorneys of Des Moines, Iowa, as to the legality and their opinion will be furnished together with the printed Bonds without cost to the purchaser and all bids will be so conditioned. Except to the extent necessary to issue their opinion as to the legality of the Bonds, the attorneys will not examine or review or express any opinion with respect to the accuracy or completeness of documents, materials or statements made or furnished in connection with the sale, issuance or marketing of the Bonds. Rights Reserved: The right is reserved to reject any or all bids, and to waive any irregularities as deemed to be in the best interests of the public. By order of the City Council of the City of Waterloo, State of Iowa. Kelley Felchle, City Clerk, City of Waterloo, State of Iowa (End of Notice) 4908-7448-9603, v. 1 Page 229 of 229