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HomeMy WebLinkAbout06.10.2026 Telecom Board Agenda - Special Session BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Ritch Kurtenbach Mike Young Amy Wienands City Council Liaison: Steve Schmitt June 10, 2026 Waterloo City Council Chambers Waterloo City Hall 2:00 p.m. 1. Roll call. 2. Approval of the agenda, as presented. 3. Approval of the minutes of the May 27, 2026, special session, as presented. 4. Motion approving a Search Agreement with JM Search for the General Manager position. 5. Motion approving a General Manager Consulting Agreement with Ben Steinman. 6. Motion approving a Human Resources Manager Consulting Agreement with Gearhart Consulting. 7. Adjourn. Kelley Felchle Board Secretary WATERLOO Telecommunications Utility Board of Trustees TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES Council Chambers May 27, 2026 4:00 p.m. 1. Members present: Mr. Van Fleet, Mr. Kurtenbach, Mr. Young, Mr. Batemon (Joined at 4:06pm) and Ms. Wienands (Joined at 4:06pm). 2. Moved by Kurtenbach seconded by Young that the agenda as proposed, be approved. Voice vote-Ayes: Three. Motion carried. 3. Moved By Kurtenbach seconded by Young that the meeting minutes of April 29, 2026, as presented, be approved. Voice vote-Ayes: Three. Motion carried. 4. Moved by Kurtenbach seconded by Young that, Resolution No. 2026-09, authorizing payment of bills for October 2025 and April 2026, be adopted. Roll Call vote-Ayes: Three. Motion carried. 5. Moved by Kurtenbach seconded by Young that, Resolution No. 2026-10, approving authorizing official banking signatures, be adopted. Roll Call vote-Ayes: Three. Motion carried. Mr. Kurtenbach wanted clarification that two signatures are required. Kelley Felchle, Board Secretary, confirmed that two are required and provided an overview of the resolution. 6. Moved by Kurtenbach seconded by Young for a motion to approve an agreement with TD Madison of Virginia Beach, VA for Retained Recruiting Services and authorizing the General Manager of Telecommunications to execute said document. Dean Madison, TD Madison, provided an overview of the company’s services, explaining that the firm typically develops recruitment brochures outlining the organization’s mission and key details. He also described the calibration process conducted with initial candidates to help clients identify the most suitab le fit. Mr. Van Fleet requested further clarification of the timeline of their services. Dean Madison explained that the process is typically a ninety-day process, broken down into three increments. For the first thirty days, they focus on creating and distributing the recruitment brochures, reaching out to candidates, and conducting the calibration exercise. He stated that for the next thirty days, their goal is to narrow down the pool to the final two or three candidates. The final thirty days are set up for the panel interviews. He shared that they focus more on candidates from the Midwest. Ms. Wienands questioned how many candidates they should expect from the start. Page 2 Dean Madison estimated around three to five candidates should be expected. He stated that he doesn’t want to overwhelm the board with the number of candidates and will be focused on finding the right individual. Ms. Wienands asked if they would have to reevaluate things like job descriptions or wages if they do not locate a suitable number of candidates. Dean Madison explained they would have to evaluate what the obstacles are and the company could spread the search further if needed. Mr. Young asked how the Board could assist in the process. Dean Madison explained that they would just need regular feedback and communication regarding what expectations are. Mr. Kurtenbach inquired if there were already a couple of interested candidates. Dean Madison stated they currently are not but have done some research on individuals he believes would make suitable candidates. Mr. Van Fleet mentioned that they are still looking into the legal aspect of the proposal. Kelley Felchle, Board Secretary, expressed that they still need a bit of time to examine that information with the attorney. Moved by Kurtenbach seconded by Young for a motion to table this item until the next meeting. Voice vote-Ayes: Five. Motion carried. 7. Moved by Kurtenbach seconded by Young for a motion to receive and file a notice of conclusion of employment of Eric Lage and approving a payout of unused benefits per the Employee Handbook in the amount of $8,427.56 and authorizing the General Manager of Telecommunications to execute said document. Voice vote-Ayes: Five. Motion carried. Mr. Van Fleet requested confirmation that this payout is only for vacation and unused benefits. Kelley Felchle, Board Secretary, confirmed. Missy Gearhart, City of Waterloo, stated that she will create a form that provides details of the payout. 8. Update from general manager and consultants. Page 3 Ben Stienman, Interim General Manager, expressed that he had spent last week meeting with various Waterloo Fiber employees to see how he could assist with issues they may be experiencing. He also stated that he has experience with General Managers in the past and would like to assist the Board with locating a new General Manager any way he can. Missy Gearhart, City of Waterloo, stated that she is currently in the process of getting familiar with the Employee Handbook. Kelley Felchle, Board Secretary, expressed that she has been assisting with facilitating Eric Lage’s departure and setting up the interim period until a new General Manager is hired. She also reminded the Board that a special session will have to likely oc cur next week to discuss consulting agreements for the Interim General Manager, and to also get the agreement with TD Madison approved or to address any changes. She confirmed she has also been working with PDCM on the liability insurance renewal for Waterloo Fiber. Mr. Van Fleet inquired if Board approval is necessary for the revised job description for next week’s special session. Kelley Felchle confirmed that it is not necessary. She stated that she will send the revised description to the Board for review. David Herbsleb, ITG, conveyed his best wishes to the Board in its search for a new General Manager and offered his assistance as needed throughout the transition process. Mr. Van Fleet expressed to David Herbsleb that if there are any associations ITG has that may assist in locating a new General Manager, it would be greatly helpful. David Herbsleb stated that he would investigate that. Mike Regan, Entrust, gave a brief construction update. He stated that they have turned over eleven of the seventeen task orders to the City of Waterloo. They are currently targeting task order eleven next month. He also mentioned the scope of work for hut number three is completed. Mr. Van Fleet inquired whether any communication gaps exist while the Board is conducting the search for a new General Manager. Mr. Kurtenbach questioned if there were any more delays with the work downtown. Mike Regan stated that now that the weather has improved, the plan is to continue work downtown. He requested that David Herbsleb provide further details on the schedule. Page 4 David Herbsleb mentioned that they are currently wrapping up the areas in Task Order Three, and focused on getting more work done downtown. 9. Adjourn. With no further business before the board, it was moved by Kurtenbach seconded by Young that the meeting be adjourned at 4:37 p.m. Voice vote-Ayes: Five. Motion carried. Kelley Felchle Board Secretary © 2026 JM Search. All Rights Reserved. SEARCH AGREEMENT Date: June 1, 2026 Client: Waterloo Fiber Search Assignment: General Manager/CEO FEE STRUCTURE: The search fee will be one-third (1/3) of the placed candidate’s first full year remuneration. The search fee will be calculated on base salary, sign-on bonus and the first full-year (annualized) target bonus, as expressed in the final written offer of employment (the “Compensation Package”). Waterloo Fiber (hereinafter, the “Client”) agrees to the payment schedule set forth below. All fees are to be paid in United States dollars, are non-refundable and may be subject to state and local sales tax, which will be added to your invoice. All invoices are due and payable within fifteen (15) days. Payment instructions are set forth below. Minimum Search Fee: $75,000 Payment Schedule: • Initial Retainer (based on the estimated salary and bonus ranges) in the amount of $25,000 will be invoiced upon a fully executed agreement. Receipt of this Initial Retainer will allow JM Search to release the first set of candidates. • Second Installment (based on the estimated salary and bonus ranges) in the amount of $25,000 will be invoiced 30 days from the date of the fully executed agreement. • Final True Up will be invoiced upon the placed candidate’s formal acceptance of the role with the Client and will be based on the final official Compensation Package (less the Initial Retainer and Second Installment fees if already paid), or $25,000, whichever is higher. Payment Instructions: JM SEARCH & COMPANY PAYMENT INSTRUCTIONS: Wilmington Savings Fund Society (WSFS) 500 Delaware Avenue Wilmington, DE 19801 Checking Account #: 9107445889 ABA/Routing # (for wire and ACH payments): 031-100-102 SWIFT/BIC Code: WSFCUS33 for incoming USD only 1045 First Avenue, Suite 110 King of Prussia, PA 19406 610.964.0200 jmsearch.com © 2026 JM Search. All Rights Reserved. GUARANTEE: If the placed candidate is no longer employed by the Client within one year from the candidate’s start date due to performance related issues or voluntary termination, JM Search will commence a replacement search for the originally placed candidate only at no additional search fee, provided that all fees due under the terms of this Agreement (including the Initial Retainer, Second Installment, and Final True Up) have been paid in full by the Client. A replacement search must be commenced within 30 days of the placed candidate’s termination and for the same position only. The guarantee will not apply if (i) the departure of the placed candidate is due to layoff, company reorganization, a change of control, duties or responsibilities ; (ii) the placed candidate resigns due to misrepresentation of the company or position; or (iii) the Client has not paid all fees due in full. Any expenses incurred in connection with a replacement search will be paid by the Client. EXPENSE: Client agrees to reimburse JM Search for all out-of-pocket travel and related expenses that have been pre-approved in writing by the Client and are incurred by JM Search in the performance of the services. All candidate travel and related expenses shall be managed and paid directly by the Client. EXCLUSIVITY: JM Search will be the exclusive external point of contact for the purpose of recruiting and candidate evaluation. Internal candidates and candidates presented by any other source will fall under the terms of this agreement. As such, these individuals will be directed to JM Search for evaluation and coordination with the Client. The hiring of any candidate into the position from any source represents successful completion of this search effort and 100% of the search fee is due. EEOC/DIVERSE CANDIDATE RECRUITMENT: JM Search is dedicated to the principle of equal opportunity employment and is committed to helping its clients achieve this goal through compliance with relevant employment laws and by actively sourcing diverse candidates in the course of the search process. SUSPENDED AND CANCELLED SEARCHES: If this search is cancelled within 60 days from the date of the fully executed agreement, the Initial Retainer and Second Installment of the Projected Search Fee will represent payment in full for this search effort. If the search is cancelled after 60 days from the date of the fully executed agreement, the full Projected Search Fee will be due (less the Initial Retainer and/or Second Installment if already paid). Any fees paid pursuant to this agreement will not be credited towards other current or future search efforts. If a search is suspended or placed on hold for greater than 30 days, the search will be considered cancelled, and the payment conditions set forth herein will apply. SHARING OF CANDIDATES: Client agrees not to share candidates with any affiliates or other companies including companies that may directly or indirectly be owned by the same sponsors or investors without the prior written consent of JM Search. © 2026 JM Search. All Rights Reserved. ADDITIONAL HIRES RESULTING FROM SEARCH ENGAGEMENT: For a period of one year following conclusion of this search effort, if the Client or any affiliates of Client hire any candidates that have been presented by JM Search during this search effort, a fee equal to 25% of the hired candidate’s first full year (annualized) Compensation Package (as defined above) will apply for each such hire. The hired candidate will be placed under the terms of the guarantee provision above. CONFIDENTIALITY/NON-DISCLOSURE OF PROPRIETARY INFORMATION: JM Search acknowledges that it may have access to confidential information relating to stra tegy, financials, personnel, intellectual property and other proprietary information of the Client and its affiliates. JM Search agrees (a) not to use such confidential information except for evaluation and for dealings between the parties, and (b) to disclose all confidential information covered under this agreement only to the extent necessary to serve the intended purpose and (c) not to disclose any confidential information to third parties who do not have a need to know. NON-SOLICITATION OF JM EMPLOYEES: The Client and its affiliates acknowledge and agree not to hire, employ or solicit any employee of JM Search at any time during this search effort or at any time thereafter for a period of two (2) years from the placed candidates start date or termination date of this search effort whichever is later. APPLICABILITY: The terms of this agreement govern efforts with regard to this search effort only. This agreement shall be governed by the laws of the State of Iowa. Please confirm agreement with the terms of this agreement by signing below. By:______________________________________________________ Name: John Warrack Date Title: Partner JM Search By: _____________________________________________________ Name: Andrew Van Fleet Date Title: Chairman of the Board Client: Waterloo Fiber One firm, focused on you. June 2026 Copyright ©2026. All rights reserved. jmsearch.com JM Search is the leading retained executive search firm for private equity, and other growth- oriented private and public organizations. With over 45 years of experience, our partners are immersed in your search every step of the way, supported by a passionate, cohesive team of recruiting experts. With deep sector and functional- specific expertise, we’ve built expansive professional networks from decades of firsthand experience to ensure the best possible outcomes for our clients and their businesses. Firm Overview One firm, focused on you. 2 jmsearch.com What Makes Us Different 3 ►Walked A Mile (or Two) In Their Shoes Our team consists of former CEOs, Presidents, CROs, CMOs, CFOs, CCOs, and Heads of Product, as well as senior search professionals. We know what good looks like and what makes for the best fit. ►Partner-Led Execution Our partners are immersed and involved in each search every step of the way, supported by a passionate, highly experienced, and deeply connected team of search experts. ►Leveraging Our Extensive Network Unmatched network of potential candidates & supporting/sourcing relationships with advisory firms, agencies, leadership coaches and influencers. ►Specialization Functional and Sector experience, combined with a unique ability to understand your business strategy & talent needs – and clearly define the structure & roles needed to deliver. ►Close Pulse On The Market Keen insights on the mindsets, toolsets and skills required for success by staying close to key players and evolving industry and functional trends. Year History 45+ Team Members 250+ Real-Time Access to Candidate Pipeline (Thrive ) 24/7 Client Net Promoter Score 78 Rank on Hunt Scanlon's Top 50 Recruiters 11 About JM Search Average Number of Search Assignments per Recruiter 4 Select Placements 4jmsearch.com Chief Financial Officer Provider of broadband access to rural markets across the U.S. Chief Executive Officer Chief Financial Officer (NetFortris) Chief Revenue Officer (NetFortris) Leading Unified Communications as a Service (UCaaS) provider to businesses of all sizes SVP, Marketing SVP, Sales SVP, Customer Care Provider of content and connectivity services to residential and business customers Chief Executive Officer Head of Sales & Marketing Outside Plant Engineer Outside Plant DirectorCentral California's leading FTTH Internet provider for rural and underserved areas SVP, Field Operations VP, Contact Center VP, Head of Product (Previously Consolidated Communications) Provides communication services for business and residential customers across various states in the U.S. Its business Provider of consulting and broadband services for communications providers Chief Revenue Officer VP, FP&A Head of Finance Developer of fiber-optic cable projects throughout North America and Western Europe Chief Executive Officer Provides managed communication and network services for businesses President – Enterprise Chief Revenue Officer – Enterprise SVP, Service Delivery(Previously Windstream) Provider of managed communications services for residential and enterprise customers JM Search Process – High Touch Partnership Approach Pre-Candidate Engagement Ongoing, High-Touch Candidate Engagement Pre-Launch and Launch Call •Initial research •Draft documents •In-depth search launch call •Alignment on search strategy & approach (e.g., company targets), •“Top 5” candidate characteristics Search Strategy •Original research – Identifying executives, utilizing a variety of online resources, with relevant expertise in our target company list. •Existing market knowledge – Leveraging our networks and database of talent (candidates and referral sources) based on our market experience. Outreach •Identify sources and key players •Initial outreach and follow-up – calls, email, LinkedIn •Refine outreach in real-time •Referral sources – Requesting candidate ideas from other contacts in the market. Calibration •In-depth call – provide market feedback/insight, review candidate profiles •Review & adjust artifacts – position description, Top 5, candidate market map •Client feedback used to fine tune search efforts Presenting •Weekly status call •Review top candidate profiles mapped to criteria •References – official and backchannel •Supporting documents for client discussion •Ongoing feedback used to fine tune search efforts Candidate and Client Management •Manage candidates through client interview process •Client advisory, meeting prep & ongoing support •Full referencing complete prior to offer Offer and Close •Intermediary – expectations &negotiation, both candidate & client •Counsel candidate on resignation & transition •Stay in touch with client & candidate prior to and after taking role •Ongoing check-ins Interviewing •Initial and deep- dive interviews •Follow-up interview with account owner, if applicable •Identify key learnings •Uncover insights – industry and position dynamics jmsearch.com 5 jmsearch.com Our Experts John Warrack is a Partner at JM Search and leader of the Media, Entertainment, and Communications Team. He has dedicated his entire career to recruiting executives within the media, technology and telecommunications industries in executive search and as a leader of corporate talent acquisition teams.Based on his personal experience working in those industries at Cablevision, Viacom and Showtime Networks, learning both the content and connectivity sides of the business, John has earned the trust of an extremely strong network of executives who have proven to be invaluable to his practice. John possesses a unique ability to truly understand his clients' business and culture and assess executive talent. Before joining JM Search in 2013, John founded and led the centralized talent acquisition function at Cablevision, where he served as a Vice President for 13 years. John began his career with Showtime Networks, where he launched the company’s management recruitment function while serving as Director of Recruiting. After five years of successfully leading the function, he was promoted to the corporate office of Viacom as their Director of Corporate Human Resources. In between his corporate leadership stints with Cablevision and Viacom, John spent two years as an executive recruiter at Heidrick & Struggles, where he recruited for clients in the media, entertainment, and consumer products industries. John earned an M.A. in Organizational Psychology from Columbia University and a B.A. in Psychology from Stony Brook. Industries Technology Media, Entertainment, & Communications John Warrack Partner 212.868.9600 x606 warrackj@jmsearch.com Functions C-Suite Board 6 jmsearch.com Our Experts Renee Hauch is a Principal at JM Search and a member of the Firm’s Media, Entertainment & Communications Practice. She brings more than 25 years of experience identifying and recruiting exceptional senior-level talent in marketing, creative, content, and general management roles in the media and entertainment industry. Renee is an expert in all facets of the executive search process from talent strategy to recruitment and assessment and serves as a trusted liaison between her clients and candidates. Prior to JM Search, Renee spent 19 years at Carlsen Resources, where she managed searches in the media and entertainment space, as well as led the research team. Prior to Carlsen Resources, Renee served as a recruiter for Bishop Partners, where she led cable, technology, and publishing searches while also managing the research department. She began her executive search career as an Associate with Gilbert Tweed Associates where she conducted research and led search efforts for energy, utility, and chemical companies. Renee is actively involved in numerous industry organizations, including Women in Cable Telecommunications (WICT), the National Association for Multi-Ethnicity in Communications (NAMIC), and the Cable & Telecommunications Association for Marketing (CTAM).Recognized as an industry thought leader, Renee speaks regularly to industry groups on recruiting and organizational development strategies and best practices. Industries Technology Media, Entertainment, & Communications Renee Hauch Principal 215.499.9186 hauchr@jmsearch.com 7 Copyright©2023. All rights reserved. One firm, focused on you. www.jmsearch.com Copyright©2023. All rights reserved. One firm, focused on you. www.jmsearch.com Copyright ©2026. All rights reserved. 1 GENERAL MANAGER AGREEMENT This Agreement, dated June 10, 2026, is entered into between Waterloo Municipal Communications Utility d/b/a Waterloo Fiber (“Waterloo Fiber”) and Ben Stineman (“Executive”). WHEREAS, Waterloo Fiber wishes to obtain the services of Executive for purposes of serving as its General Manager; WHEREAS, the Executive is willing, upon the terms and conditions set forth herein, to provide the services; NOW, THEREFORE, in consideration of the mutual promises and covenant contained herein, and intending to be legally bound hereby, the parties agree as follows: 1. Services. Executive is an independent contractor and agrees to faithfully and to the best of his ability provide any and all General Manager obligations on behalf of Waterloo Fiber, with such duties and responsibilities set forth in the General Manager Job Description attached hereto as Exhibit A, together with such other duties as may be assigned to Executive from time to time. Executive shall be under the direction and shall report directly to Water Fiber’s Board Chair. 2. Compensation. Executive shall be paid $175 per hour for the services provided under this Agreement. Executive shall invoice Waterloo Fiber for services provided under this agreement. 3. Confidential Information. (a) The term “Confidential Information” means non-public information, know- how, business operations, internal functioning, processes, systems, software, hardware, designs, management tools, manuals, training materials, data models, plans, strategies, pricing, claims processing, customers, vendors, personnel, contracted providers, membership, information concerning patents, marketing plans and materials, financial information and trade secrets, in any form, that a reasonable person should understand to be confidential or proprietary, or such other information designated as “confidential.” Notwithstanding the foregoing, the term “Confidential Information” excludes information that (a) is, or becomes, publicly available through no fault of the Executive; (b) was lawfully known, without any obligation to keep such information confidential, by the Executive prior to its receipt from Waterloo Fiber, as evidenced by written records predating the disclosure; (c) is lawfully received from a source that is not prohibited from disclosing or using such information on account of a legal, contractual, or fiduciary duty or obligation; (d) is independently developed by the Executive without breaching this Agreement or relying on, referencing, or using the Waterloo Fiber’s Confidential Information, as evidenced by contemporaneous written records. Executive agrees that as between the parties, Waterloo Fiber is and shall remain the sole and exclusive owner of Waterloo Fiber’s Confidential Information. (b) As part of Executive’s services provided Waterloo Fiber, Executive will have access to and use of some or all of the Waterloo Fiber’s Confidential Information, and to authorize him to engage in activities that will create new and additional Confidential Information. 2 During and after Executive is done performing services on behalf of Waterloo Fiber, the Executive shall not, directly or indirectly in one or a series of transactions, disclose to any Person, or use or otherwise exploit for the Executive’s own benefit or for the benefit of anyone other than the Waterloo Fiber, any Confidential Information, whether prepared by the Executive or not; provided, however, that any Confidential Information may be disclosed (i) to officers, representatives, employees and agents of the Waterloo Fiber who need to know such Confidential Information in order to perform the services or conduct the operations required or expected of them in the Business and (ii) in good faith by the Executive in connection with the performance of his duties hereunder. The Executive shall use his best efforts to prevent the removal of any Confidential Information from the premises of Waterloo Fiber, except as required in his normal course of employment by Waterloo Fiber. The Executive shall use his best efforts to cause all Persons to whom he discloses any Confidential Information hereunder to observe the terms and conditions set forth herein as though each such Person or entity was bound hereby. The Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, the Executive shall provide Waterloo Fiber with prompt notice of such requirement, prior to making any disclosure, so that the Waterloo Fiber may seek an appropriate protective order. At the request of Waterloo Fiber, the Executive shall deliver to Waterloo Fiber, at any time during the Term of Employment, or thereafter, all Confidential Information that he may possess or control. The Executive agrees that all Confidential Information of Waterloo Fiber (whether now or hereafter existing) conceived, discovered or made by him during the Term of Employment exclusively belongs to Waterloo Fiber (and not to the Executive). The Executive shall promptly disclose such Confidential Information to Waterloo Fiber and perform all actions reasonably requested by Waterloo Fiber to establish and confirm such exclusive ownership. Executive understands and agrees that his obligations with respect to Confidential Information survive the expiration or termination of his services provided on behalf of Waterloo Fiber. 4. Non-Interference. Executive acknowledges that services to be provided by him give him the opportunity to have special knowledge of (i) Waterloo Fiber and will involve access to and use of Confidential Information, and (ii) the capabilities of individuals employed by or affiliated with Waterloo Fiber, and that interference in these relationships would cause irreparable injury to Waterloo Fiber. In consideration of this Agreement, the Executive covenants and agrees that: (a) From the date hereof through the date that is twelve (12) months after Executive services on behalf of Waterloo Fiber ends, the Executive shall not, without the express written approval of the Board of Waterloo Fiber, directly or indirectly, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, agent, representative or other participant, in any business that competes, directly or indirectly, with Waterloo Fiber. 3 (b) Employ or seek to employ or cause any competitive business to employ or seek to employ any individual or agent who is then (or was at any time within 24 months prior to the date the Executive or the competitive business employs or seeks to employ such Person) employed or retained by Waterloo Fiber. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future or any other employment opportunity. (c) Executive acknowledges and agrees that the scope and term of this Section 4: (i) are necessary in order to protect Waterloo Fiber ’s Confidential Information and to preserve Waterloo Fiber ’s value and goodwill; (ii) are reasonable as to time, geographic and scope limitations; and (iii) do not preclude the Executive from earning a living with an entity that is not a competitive business. In the event the provisions of this Section 4 are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law. 5. Disclosure and Assignment of Work. (a) For purposes of this Agreement, the term “Work” shall mean any and all improvements, inventions, ideas, technology, works of authorship, work products, materials, reels, information, properties or rights that are directly or indirectly conceived, developed, reduced to practice, delivered or contributed to, in whole or in part, by Executive (either alone or jointly with others, and (except as specifically provided below) whether or not made during normal business hours or with the use of Waterloo Fiber ’s facilities, materials, personnel or other property or resources) either (i) during the term of Executive’s employment with Waterloo Fiber or (ii) as part of the services provided by Executive to Waterloo Fiber. Notwithstanding the foregoing sentence, any of the matters described in the foregoing sentence that (x) were made entirely outside normal business hours, (y) were made entirely without any use of Waterloo Fiber ’s facilities, materials, personnel (other than Executive) or other property or resources (including, for purposes of clarification, Confidential Information), and (z) do not directly or indirectly relate to the Business shall not be considered “Work” for purposes of this Agreement. All of the Work (including all notes, reports, specifications, designs, brands, results, drawings, flow charts, diagrams, test data, manuals, work papers, tangible embodiments (such as computer disks and documents), technical data, or other information or materials with respect to the Work); all modifications, enhancements, improvements, formulae, algorithms, processes, routines, subroutines, techniques, theories, concepts, source code, object code or similar matters relating to the Work; all patent rights, copyrights, moral rights (such as the right to edit the Work), author's rights, rights of publicity, mask work rights, trademarks, service marks, trade names, trade secrets, know-how, contract rights, licensing rights or other proprietary or intellectual property rights under the laws of any jurisdiction, whether now existing or hereafter arising (collectively, “Intellectual Property Rights”) with respect to any of the foregoing; all registrations or applications for registration with respect to any of the foregoing; all renewals and extensions of any thereof; and all products and proceeds of, and all claims and causes of action with respect to, any of the foregoing (collectively, the “Assigned Rights and Materials”), shall be the exclusive property of Waterloo Fiber. To the maximum extent that any of the Assigned Rights and Materials may be considered a “work made for hire” for the benefit of Waterloo Fiber under applicable law, it shall be considered a “work made for hire” for the benefit of Waterloo Fiber, the rights to which shall be owned solely, 4 completely and exclusively by Waterloo Fiber. To the extent that any of the Assigned Rights and Materials are not considered a “work made for hire” for the benefit of Waterloo Fiber under applicable law, all worldwide right, title and interest that Executive may have in and to the Assigned Rights and Materials are hereby automatically and irrevocably assigned, conveyed and otherwise transferred completely and exclusively to Waterloo Fiber. (b) In the event that Executive has any rights in and to the Assigned Rights and Materials that cannot be assigned to Waterloo Fiber, Executive hereby unconditionally and irrevocably waives the enforcement of all such rights, and releases Waterloo Fiber, its Affiliates and their respective direct and indirect customers and licensees from all claims and causes of action of any kind with respect to any of the foregoing, whether now known or hereafter to become known, and agrees at the request and expense of Waterloo Fiber to consent to and join in any action to enforce such rights. (c) In the event that Executive has any rights in and to the Assigned Rights and Materials that cannot be assigned to Waterloo Fiber and cannot be waived, Executive hereby grants to Waterloo Fiber an exclusive, worldwide, royalty-free, irrevocable and perpetual license during the term of the rights to directly or indirectly reproduce, distribute, modify, create derivative works of, publicly perform and publicly display, such rights, to make, have made, use, sell or offer for sale any products developed by practicing such rights, and to otherwise use such rights, with the right to assign such rights in whole or in part and the right to sublicense such rights in whole or in part through multiple levels of sublicensees. Executive retains no rights to use the Assigned Rights and Materials, and agrees not to challenge the validity of the ownership of the Assigned Rights and Materials by Waterloo Fiber or any successor to Waterloo Fiber as the owner of the same. (d) Executive agrees that both during and after Executive’s services on behalf of Waterloo Fiber, Executive shall (a) assist Waterloo Fiber in any reasonable manner to obtain and enforce for Waterloo Fiber ’s and its designees’ benefit patents, copyrights and other Intellectual Property Rights with respect to any of the Assigned Rights and Materials in any and all jurisdictions; (b) execute and deliver, when requested by Waterloo Fiber from time to time, any patent, copyright or other applications or assignments with respect to the Assigned Rights and Materials and other lawful documents deemed necessary by Waterloo Fiber to carry out the purposes of this Agreement, and (c) execute and deliver such other documents, and take such other actions, as Waterloo Fiber may request from time to time in order to assure Waterloo Fiber and its designees full possession and enjoyment of the Assigned Rights and Materials and to otherwise evidence or effect the provisions of this Agreement. Waterloo Fiber shall reimburse the Executive for all of the Executive’s reasonable out-of-pocket expenses associated with such services to Waterloo Fiber by the Executive both during and after the term of Executive’s employment, including travel expenses. For periods following the Executive’s employment with Waterloo Fiber, Waterloo Fiber shall provide reasonable compensation to the Executive for such services to Waterloo Fiber in addition to reimbursement of expenses. Executive hereby irrevocably designates and appoints Waterloo Fiber as its agent and attorney-in-fact, with full power of substitution, to act for Executive and in Executive’s name and stead, but on behalf of and for the benefit of Waterloo Fiber or its designees, to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance and enforcement of Intellectual Property Rights with respect to the Assigned Rights and Materials or to otherwise carry out the purposes of this section with the same legal force and effect as if executed or performed by Executive. 5 (e) To the extent allowed by law, this section includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the extent Executive nevertheless retains any such Moral Rights under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by Waterloo Fiber and agrees not to assert any Moral Rights with respect thereto. Executive shall confirm in writing any such ratifications, consents and agreements from time to time as requested by Waterloo Fiber. (f) Executive agrees to disclose to Waterloo Fiber all Work, and all Intellectual Property Rights with respect thereto, promptly following the earliest of Executive’s conception, development, reduction to practice, delivery or contribution of or to the same. Upon request by Waterloo Fiber or upon termination of Executive’s employment, Executive shall immediately deliver to Waterloo Fiber all materials containing or embodying any Assigned Rights or Materials, whether completed or in process, regardless of the media and regardless of by whom prepared. 6. Non-Disparagement. During and after the services provided by Executive to Waterloo Fiber, the Executive shall not make any false, defamatory or disparaging statements about Waterloo Fiber, its Subsidiaries and Affiliates, or the officers or directors of Waterloo Fiber and its Subsidiaries and Affiliates. 7. Defense of Claims. The Executive agrees that, for the period beginning on the date hereof, and continuing for a reasonable period after the services provided by Executive, the Executive shall cooperate with Waterloo Fiber in defense of any claims that may be made against Waterloo Fiber, and shall cooperate with Waterloo Fiber in the prosecution of any claims that may be made by Waterloo Fiber, to the extent that such claims may relate to services performed by the Executive for Waterloo Fiber. The Executive shall promptly inform Waterloo Fiber if he becomes aware of any lawsuits involving such claims that may be filed against Waterloo Fiber. Waterloo Fiber shall reimburse the Executive for all of the Executive’s reasonable out-of-pocket expenses associated with such cooperation, including travel expenses. For periods during and following the Executive’s employment with Waterloo Fiber, Waterloo Fiber shall provide reasonable compensation to the Executive for such cooperation in addition to reimbursement of expenses 8. Conflict of Interest. Executive shall be prohibited from entering into any agreements or disbursing any funds regarding himself or any business he is affiliated with, or which would create any conflict of interest on behalf of the Executive. 9. Independent Contractor. Nothing in this Agreement changes the nature of the relationship between Executive and Waterloo Fiber as an independent contractor relationship. 10. Governing Law. This Agreement shall be governed and interpreted according to the laws of the State of Iowa and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, beneficiaries, successors and assigns. This Agreement shall supersede all prior agreements of a similar nature between the parties. 11. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the parties agree that a court shall modify and reform such provision 6 to the minimum extent necessary to render it valid, legal, and enforceable to the fullest extent permitted by law. It is the express intention of the parties that this Agreement be enforced as modified to capture as much of the parties' original intent as possible. If the court declines to modify the provision, the invalid or unenforceable provision shall be deemed severed, and the remainder of this Agreement shall continue in full force and effect. Waterloo Municipal Communications Utility Ben Stineman d/b/a Waterloo Fiber (“Waterloo Fiber”) ___________________________________ ______________________________ By: Andrew Van Fleet, Board Chair Ben Stineman 1 HUMAN RESOURCES MANAGER AGREEMENT This Agreement, dated June 10, 2026, is entered into between Waterloo Municipal Communications Utility d/b/a Waterloo Fiber (“Waterloo Fiber”) and Missy Gearhart d/b/a Gearhart Talent Consulting (“Executive”). WHEREAS, Waterloo Fiber wishes to obtain the services of Executive for purposes of serving as its Human Resources Manager; WHEREAS, the Executive is willing, upon the terms and conditions set forth herein, to provide the services; NOW, THEREFORE, in consideration of the mutual promises and covenant contained herein, and intending to be legally bound hereby, the parties agree as follows: 1. Services. Executive is an independent contractor and agrees to faithfully and to the best of her ability provide any and all Human Resources obligations on behalf of Waterloo Fiber. Such duties include, but are not limited to, identifying necessary job positions, recruiting for positions, hiring, managing employee leaves of absence, employee conflict resolution, management of complaint and grievance processes, disciplinary action, termination, ensuring adherence to labor laws, management of personnel files, performance reviews, training and development of staff, and fostering the culture of the company and workplace morale, together with such other duties as may be assigned to Executive from time to time. Executive shall be under the direction and shall report directly to the General Manager. 2. Compensation. Executive shall be paid $95 per hour for the services provided under this Agreement. Executive shall invoice Waterloo Fiber for services provided under this agreement. 3. Confidential Information. Executive shall maintain confidentiality of all employee matters consistent with all applicable state and federal laws. 4. Non-Disparagement. During and after the services provided by Executive to Waterloo Fiber, the Executive shall not make any false, defamatory or disparaging statements about Waterloo Fiber, its Subsidiaries and Affiliates, or the officers or directors of Waterloo Fiber and its Subsidiaries and Affiliates. 5. Defense of Claims. The Executive agrees that, for the period beginning on the date hereof, and continuing for a reasonable period after the services provided by Executive, the Executive shall cooperate with Waterloo Fiber in defense of any claims that may be made against Waterloo Fiber, and shall cooperate with Waterloo Fiber in the prosecution of any claims that may be made by Waterloo Fiber, to the extent that such claims may relate to services performed by the Executive for Waterloo Fiber. The Executive shall promptly inform Waterloo Fiber if he becomes aware of any lawsuits involving such claims that may be filed against Waterloo Fiber. Waterloo Fiber shall reimburse the Executive for all of the Executive’s reasonable out-of-pocket expenses associated with such cooperation, including travel expenses. For periods during and following the 2 Executive’s employment with Waterloo Fiber, Waterloo Fiber shall provide reasonable compensation to the Executive for such cooperation in addition to reimbursement of expenses 6. Conflict of Interest. Executive shall be prohibited from entering into any agreements or disbursing any funds regarding herself or any business she is affiliated with, or which would create any conflict of interest on behalf of the Executive. 7. Independent Contractor. Nothing in this Agreement changes the nature of the relationship between Executive and Waterloo Fiber as an independent contractor relationship. 8. Governing Law. This Agreement shall be governed and interpreted according to the laws of the State of Iowa and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, beneficiaries, successors and assigns. This Agreement shall supersede all prior agreements of a similar nature between the parties. 9. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the parties agree that a court shall modify and reform such provision to the minimum extent necessary to render it valid, legal, and enforceable to the fullest extent permitted by law. It is the express intention of the parties that this Agreement be enforced as modified to capture as much of the parties' original intent as possible. If the court declines to modify the provision, the invalid or unenforceable provision shall be deemed severed, and the remainder of this Agreement shall continue in full force and effect. Waterloo Municipal Communications Utility Missy Gearhart d/b/a Waterloo Fiber (“Waterloo Fiber”) d/b/a Gearhart Talent Consulting ___________________________________ ______________________________ By: ________________________________ Missy Gearhart