HomeMy WebLinkAboutHR_Manager_Agreement - 6.10.261
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
Docusign Envelope ID: 7BF3F5E9-B49E-830A-83B8-1ECF11E38D98
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
Docusign Envelope ID: 7BF3F5E9-B49E-830A-83B8-1ECF11E38D98
Andrew Van Fleet