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HomeMy Public PortalAbout2022 0412 Council PacketPage 1 KK 04/08/2022 RIVERDALE CITY COUNCIL AGENDA PLACE: Riverdale City Hall, 110 Manor Drive, Riverdale, Iowa DATE: April 12, 2022 TIME: 7:00 p.m. The regular meeting of the City Council of Riverdale, Iowa, will be conducted according to the following order and actions will be considered on the items listed. The notice of this meeting is not considered final until 24 hours prior to the meeting and may be further modified if 24 hours’ notice is impossible or impractical for good cause. In compliance with the Americans with Disabilities Act (ADA) and other applicable federal and state laws, all public hearings and meetings held or sponsored by the City of Riverdale, Iowa, will be accessible to individuals with disabilities. Persons requiring auxiliary aids and services should contact City Hall at (563)355-2511 five days prior to the hearing or meeting to inform of their anticipated attendance. The requirement that an Ordinance be read three times before passage may be waived by council upon an affirmative vote of four (4) of the five (5) council members. The public is advised to take note of this process and be prepared to speak either for or against any ordinance at the time of the first reading. Per Chapter 21 of the Iowa Code, more specifically described in sections 21.3 and 21.8, a member of the Council may attend the meeting either in-person or by electronic means, as defined in said sections. 1.WELCOME 1.1 Call to Order 1.2 Roll Call 1.3 Pledge of Allegiance 2.PUBLIC COMMENT Per Iowa Code 21.7, this governmental body make and enforce reasonable rules for the conduct of its meetings to assure meetings are orderly, and free from interference or interruption by spectators. The public is encouraged to provide and insights on the proposed agenda and other items of concern. Public comment time is limited to three (3) minutes per speaker. Speakers will introduce themselves, their topic(s) concern, and provide their address for the record. Public comments do not need to be in support of proposed actions but are to be constructive and respectful. A lack of decorum will result in the end of comment period and possible removal from the meeting. All members of council, the public, and staff are encouraged to find ways to effect positive change in their comments and their actions for the betterment of our community. Page 1 Page 2 KK 04/08/2022 3.PRESENTATION AND PROJECT UPDATES 3.1 City Administrator Report 3.2 Deputy Clerk Report 3.3 MSA Engineer's Report 3.3.1 Woods Estates emergency access path 3.4 Woods Estates Report 3.4.1 Status of tree replacement 4.REVIEW/APPROVAL OF THE AGENDA All items under the consent agenda will be enacted by one motion. There will be no separate discussion of these items unless a request is made prior to the Council votes on the motion. 4.1 Council and Budget Meeting Minutes from March 22, 2022 4.2 Approval of Treasurer’s Financial Reports 2nd Half of March 2022 4.3 Approval of warrants for April 12, 2022 5.UNFINISHED BUSINESS 6.RESOLUTIONS 6.1 2022-29 Resolution Appointing Beth Halsey to Council 6.2 2022-30 Resolution Appointing Jeff Struve to Planning & Zoning Commission 6.3 2022-31 Resolution Approving the Designation of SLFRF Funds for the City of Riverdale 6.4 2022-32 Resolution Approving the Certification of the 2022-2023 Annual Budget for the Fiscal Year Ending June 30, 2023, for the City of Riverdale, Iowa 7.DISCUSSION AGENDA 7.3 Suggested revisions to room and park rentals and fee structure 7.4 Update on outhouse options for parks 7.6 Suggested revision to Maintenance Worker job description 7.2 "Slow, children at play" signs in Woods Estates 7.3 Comprehensive plan update 8.ADMINISTRATION 8.1 Grants: Regional Development Authority grants 8.2 Public Works: Status of maintenance worker position 8.3 Landfill Board: Meeting update and board appointment 8.4 Accounting: Forensic audit of FY21 and FY22 to-date 9.REPORT FROM MAYOR 9.1 Intergovernmental 9.2 Proclamations Page 2 Page 3 KK 04/08/2022 10.PUBLIC COMMENT The public is welcome to provide any follow-up on comments to the proceedings of the meeting subject to all rules established in the first comment period. 11.PROJECT PRIORITIZATION The Council will go through a list of due outs developed during the meeting and prioritize staff workload for the coming two weeks. 11.1 Completed Actions Audit 11.2 Pending Actions and Completion Date Maintenance Worker Completion Date 5/1/2022 Sewer Rates Completion Date 6/19/2022 Fence by Brenny’s Completion Date 05/31/2022 Budget Development 11.3 Actions Not Started Zoning Ordinances Changes 2/15/2022 12.ADJOURNMENT OTHER MEETINGS/CITY EVENTS OF NOTE Meeting Date Time Location Trees for Kids and Trees Please! tree planting event Friday 04/22/2022 8:45 a.m. Riverdale Heights Elementary Council Meeting Tuesday 04/26/2022 7:00 p.m. City Hall Planning & Zoning Meeting Thursday 04/28/2022 7:00 p.m. City Hall Get Out And Trail Event Saturday 05/07/2022 9:00 a.m. Bellingham Bike Stop Council Meeting Tuesday 05/10/2022 7:00 p.m. City Hall Council Meeting Tuesday 05/24/2022 7:00 p.m. City Hall RFD Water Fights Saturday, 06/04/2022 TBA City Hall Ice Cream Social Saturday, 06/04/2022 2:00 p.m. Volunteer Square Park Page 3 Administrative Summary April 8, 2022 Memorandum Date: April 8, 2022 To: Mayor Anthony Heddlesten Members of the City Council From: City Administrator Kent Royster Re: Administrative Notes (March 8, 2022-March 22, 2022) Greetings all, 1.Public Hearing on the Agenda I was informed that we didn’t approve the budget within the Statutory guidelines on March 30th. The reason for this was not less than 10 not more than 20 rule. I counted both the publication date and the date of the meeting which cannot be done. The City Clerk can count one of the dates and not the order. So, we will be re-doing the Public and approve the budget again. 2.Maintenance Worker Position After a recruiting marathon, I believe that we have a chosen a candidate for your review. The process was the same process we used in the recruitment of the Deputy City Clerk. Staff advertised, staff whittled the applicant pool, a committee of council members, the committee made suggestions to staff and a finalist was selected. The approval of the hiring and salary will be placed on the agenda for April 26th meeting. 3.Status of Exam I still haven’t received the final report. 4.Status of Fence The work has been scheduled for late May. I have contacted the trailer park’s attorney. Page 4 Administrative Summary April 8, 2022 5. Reported Speeding on Madison Drive After the report from a resident regarding speeding on Madison Drive, the Scott County Sheriff's Office agreed to place the Speed trailer on the hill. It was on the hill from April 4th through April 7th. It is scheduled to return later in the month. 6. Resolution 2022-31 Approving the Designation of SLFRF Funds for the City of Riverdale. This grant was awarded to the City of Riverdale as part of the ARPA funds. Last month, the final ruling from the Department of Treasury came down. This ruling created the reporting requirements and rules regarding its’ authorized uses were finalized. This resolution officially notices the receipt and uses of the award. As always contact me for questions. It is a pleasure to be your City Administrator. Thank you, Kent Royster Page 5 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722  (563) 355-2511  www.riverdaleiowa.com __________________________________ _________________________________ Deputy Clerk Report 03/18/2022 to 04/07/2022 MEETING DOCUMENTS: •Posted 3/22/2022 council meeting agenda. Delivered packets to Doug and Kevin. •Created 3/22/2022 council meeting minutes and sent to QC Times for publication. •Created 3/22/2022 budget hearing minutes and sent to QC Times for publication. •Created 4/5/2022 public information session documents. •Created 4/12/2022 budget hearing agenda and packet. •Created 4/12/2022 council meeting agenda and packet. •Revised 4/28/2022 Planning & Zoning Commission meeting agenda and documents. •Created P&Z tentative schedule for rezoning request. •Wrote 4/28/2022 P&Z hearing notice and sent to QC Times for publication. •Wrote 3 resolutions and 1 proclamation. •Research portable outhouse options. •Revised room and park rental policies and forms for Council review. MEETINGS: •Met with Lane at Oakland Company to review current Laserfiche file structure and for him to make recommendations for improvement. •Met with Kim at AFLAC. •Met with Christina Myatt, Service Learning Coordinator, PVHS. •Met with Regional Development Authority regarding low to moderate income set-aside from TIF. •Worked with Lane at Oakland Corporation to set up workflows in Laserfiche. •Met with state representative Gary Mohr. •Met with Riverdale Heights Elementary and Quercus Land Stewardship regarding Trees for Kids event. OFFICE/ORGANIZATIONAL: •Supervised PVHS service-learning volunteers in shredding documents and preparing two mailings. •Continued to organize front office; gathered and sorted documents; cleaned up office. •Logged and archived proof of publications. •Scanned and archived certificates of liability insurance. •Began reorganizing Laserfiche files. •Created new website layout. •Worked with Twin States for off-site access (VPN) to documents. •Ordered office supplies. Page 6 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722  (563) 355-2511  www.riverdaleiowa.com __________________________________ _________________________________ FINANCIAL: • Created online login to the eLAPS system (Iowa Alcoholic Beverages Division). • Scanned and mailed all checks approved at the 3/22/2022 council meeting. • Entered invoices and printed checks for approval at the 04/12/2022 council meeting. • Researched and emailed documents to Susanne Gerlach of PFM for sewer rate analysis. • Created online accounts for Visa, AFLAC, Republic Services, CenturyLink, and Verizon to download all invoices/statements at the beginning of each month to avoid late fees and billing issues. • Worked with MidAmerican Energy to identify the location of each electric meter and to add "Account Identifiers" to billing statements. • Set up Iowa Department of Management online login. • Invoiced Scott Community College for March salt/snow removal services. EVENTS: • Supervised three PVHS service-learning volunteers in prepping for Easter/Spring event. • Organized Easter Egg Hunt prizes, activities, etc. • Began organizing ice cream social event; contacted entertainment and ice cream vendor; went through all supplies at City Hall; made a list of what to buy; secured rentals at K&K and AAA. HUMAN RESOURCES: • Created a spreadsheet with scoring rubric based on job description compared to experience detailed in resumes. Evaluated 20 maintenance worker resumes in reference to the job description. • Scheduled interviews with candidates; sent Outlook meeting invitations to hiring committee. • Revised Maintenance Worker job description for Council review. • Interviewed Maintenance Worker job candidates. • Reorganized all employment files in shared drive. • Scheduled maintenance vehicle for detailing. • Went through Maintenance Worker iPhone and iPad; called Twin States for support. Need to call Apple for support. MISC.: • Evaluated conferences and seminars for attendance. • Booked a hotel room for the IMFOA conference in April. • Sent 11 ordinances (2019 to present) to Simmering for codification; they report they should be finished by the end of April. • Created the April newsletter and mailed it out. • Received a quote from QC Press for business cards; approved the setup fee. Reviewed artwork; QC Press reworking. • Ordered additional coroplast signs for Woods Estates (e.g. Easter Egg Hunt, Peggy's Park, This Saturday, etc.). • Wrote 'last and final' letter to owner of 1052 Valley Drive, Riverdale, Iowa 52722. Page 7 Page 8 PAY ITEM DESCRIPTION QUANTITY UNITS UNIT COST TOTAL COST 1 SAWCUT BREAKOUT LINE (PCC) 70 LF $5.50 $385.00 2 SAWCUT BREAKOUT LINE (HMA) 47 LF $4.50 $211.50 3 PAVEMENT REMOVAL (PCC) 80 SY $28.00 $2,240.00 4 PAVEMENT REMOVAL (HMA)282 SY $26.00 $7,332.00 5 REMOVE AGGREGATE BASE 1 LS $1,180.00 $1,180.00 6 REMOVAL OF TREES (CLEARING)1 LS $27,000.00 $27,000.00 7 STUMP REMOVAL 18 UNITS $40.00 $720.00 8 TEMP RELOCATE AMENITIES 1 LS $200.00 $200.00 9 REMOVE PAVER BLOCKS 8 SY $20.00 $160.00 10 REMOVE FENCE 94 LF $6.00 $564.00 11 REMOVE SIGN POST AND SIGNS 1 EA $150.00 $150.00 12 REMOVE PARKING BLOCK 1 EA $125.00 $125.00 13 RADIO TOWER REMOVAL 1 LS $12,000.00 $12,000.00 14 SALVAGE WATER FOUNTAIN 1 EA $1,000.00 $1,000.00 15 SALVAGEBACKFLOW PREVENTION 1 EA $650.00 $650.00 16 SALVAGE WATER METER 1 EA $650.00 $650.00 17 TOPSOIL EXCAVATION 85 CY $30.00 $2,550.00 18 ABUTTING PAVEMENT JOINT, RIGID TIE, DRILLED 70 EA $12.00 $840.00 19 PCC PAVEMENT WITH INTEGRAL CURB, 8"18 SY $100.00 $1,800.00 20 PCC PAVEMENT WITH INTEGRAL CURB, 6"133 SY $76.00 $10,108.00 21 6" STD CURB 8 LF $55.00 $440.00 22 DRIVEWAY DROP CURB 62 LF $55.00 $3,410.00 23 CURB RUNOUT 39 LF $55.00 $2,145.00 24 2-RAIL SPLIT RAIL FENCE 70 LF $3.00 $210.00 25 TERMINAL POST 1 EA $150.00 $150.00 26 BOLLARD POST 2 EA $550.00 $1,100.00 27 METAL POST SPECIAL 1 EA $400.00 $400.00 28 REINSTALL SIGNS 1 LS $250.00 $250.00 29 REINSTALL PARKING BLOCK 4 EA $50.00 $200.00 30 NEW PARKING BLOCK 1 EA $150.00 $150.00 31 CRUSHDED STONE BASE MATERIAL 185 TONS $35.00 $6,475.00 32 HMA LT SURFACE 3/8" PG 58-28S 22 TONS $150.00 $3,300.00 33 HMA LT BASE 1/2" PG 58-28S 22 TONS $150.00 $3,300.00 34 PAINT LINE (YELLOW), 4"76 LF $6.00 $456.00 35 SUBDRAIN 0 LF $35.00 $0.00 36 NON-PERFORATED SUBDRAIN 0 LF $25.00 $0.00 37 ARTICULATED OPEN CELL BLOCKS 0 SF $12.25 $0.00 38 ENGINEERING FABRIC 0 SY $5.50 $0.00 39 WATER SERVICE LINE, 3/4" 92 LF $30.00 $2,760.00 40 WATER SERVICE LINE CONNECTIONS 1 LS $750.00 $750.00 41 REINSTALL WATER FOUNTAIN 1 EA $2,000.00 $2,000.00 42 REINSTALL BACKFLOW PREVENTION 1 EA $650.00 $650.00 43 REINSTALL WATER METER 1 EA $500.00 $500.00 44 WATER METER PIT 1 EA $2,750.00 $2,750.00 45 TOP SOIL 252 SY $4.50 $1,134.00 46 SAWCUT CONTRACTION JOINT 90 LF $5.00 $450.00 47 SEEDING, TYPE 1 260 SY $2.75 $715.00 48 SOIL STABILIZATION A 0 SY $2.00 $0.00 49 SOIL STABILIZATION B 0 SY $2.50 $0.00 50 CONCRETE WASHOUT 1 EA $200.00 $200.00 51 FILL OPEN CELL W/ TOPSOIL 0 SY $10.00 $0.00 52 FILL OPEN CELL W/ Aggregate Base 0 SY $15.00 $0.00 53 MARKERS 0 EA $10.00 $0.00 SUBTOTAL $103,760.50 10% CONTINGENCY $10,376.05 ENGINEERING $17,000.00 TOTAL $131,136.55 PARKING LOT RECONSTRUCTION CITY OF RIVERDALE - WOODS ESTATES EMERGENCY ACCESS ROAD Page 9 RIVERDALE CITY COUNCIL MINUTES PLACE: Riverdale City Hall, 110 Manor Drive, Riverdale, Iowa DATE: March 22, 2022 TIME: 7:00 p.m. NOTE: The Regular Meeting of the City Council was held in-person at the appointed time and day in accordance with open meeting laws set and defined by the State of Iowa (Sections 21.2 and 21.8). 1.WELCOME 1.1 CALL TO ORDER - The meeting was called to order at 7:15 p.m. by Mayor Anthony Heddlesten. 1.2 ROLL CALL - Council Members present: Adams, DCamp, Jurgena, Littrel. Absent: None. Also present: Mayor Anthony Heddlesten, Engineer Chris Cooper, City Administrator Kent Royster, and other residents and visitors. 2.REVIEW/APPROVAL OF THE CONSENT AGENDA Motion by DCamp, seconded by Littrel, to amend the agenda. All ayes. MC Motion by Adams, seconded by Littrell, to approve the consent agenda. All ayes. MC CLAIMS REPORT VENDOR REFERENCE AMOUNT ADVANCED BUSINESS SYSTEMS COPIER CONTRACT $ 179.28 BETH ROBERTSON COMM RM DEPOSIT REFUND $ 30.00 BRAND CENTRAL STATION CITY WEBSITE $ 1,082.75 DAVID DAYTON COMM RM DEPOSIT REFUND $ 30.00 DECCO VEHICLE DETECTION SYSTEM $ 25,836.00 GEORGE MILLER HEATER & LP GAS TANK FOR RFD $ 116.78 HEIMAN FIRE EQUIPMENT UNIFORMS $ 619.35 HOPKINS & HUEBNER, P.C. LEGAL FEES $ 20.00 IOWA AMERICAN WATER MONTHLY UTILITIES $ 29.23 IOWA MUNICIPAL FINANCE OFFICER SPRING CONFERENCE $ 125.00 JENNY STAUB COMM RM DEPOSIT REFUND $ 30.00 K&K TRUE VALUE HARDWARE WIPER BLADES $ 49.98 KATHIE ATWOOD COMM RM DEPOSIT REFUND $ 30.00 KELLY KRELL STAMPS & EASTER $ 733.91 METRO FIBERNET LLC FEB INTERNET CITY HALL $ 102.20 MSA GEN SVCS AGREE $ 13,045.07 REPUBLIC SERVICES TRASH & RECYCLE SVCS $ 3,783.78 SALLY STEWART COMM RM DEPOSIT REFUND $ 60.00 STORAGE RENTALS OF AMERICA STORAGE RENTAL $ 238.00 TIFFANY OTERO COMM RM DEPOSIT REFUND $ 30.00 TWINSTATE TECHNICAL SERVICES IT SERVICES $ 2,882.75 USIC LOCATING SERVICES ONE CALL LOCATES $ 205.00 VISA FEBRUARY VISA CHARGES $ 3,584.15 Accounts Payable Total $ 52,843.23 Payroll-Second Pay Period of March 2022 Page 10 Kevin Adams $690.94; Paul DCamp $691.94; Anthony Heddlesten $461.30; Vincent Jurgena $644.44; Kelly Krell $1,357.51; Douglas Littrel $691.62; Kent Royster $1,967.65. Total $6,505.40 3. RESOLUTIONS 3.1 2022-08 Resolution Authorizing Installation of a Fence Between Parcel ID #842601005 and Parcel ID # 842723001. Motion by Adams, seconded by DCamp. All Ayes. MC 3.2 2022-24 Resolution Approving the Certification of the 2022-2023 Annual Budget for the Fiscal Year Ending June 30, 2023, for the City of Riverdale, Iowa. Motion by Adams, seconded by Littrel. ROLL CALL VOTE: Adams Aye, DCamp Aye, Jurgena Aye, Littrel Aye. MC 3.3 2022-25 A Resolution Approving a Lawn Care Contract with S&R Lawn and Snow Removal for Mowing Seasons 2022, 2023, and 2024. Motion by DCamp, seconded by Adams. All Ayes. MC 3.4 2022-27 A Resolution Entering into a Contract with Oakland Corporation for Laserfiche Support. Motion by Adams, seconded by DCamp. All Ayes. MC 3.5 2022-28 A Resolution Entering into a Contract with CivicPlus for Website Design, Training, Implementation, and Maintenance. Motion by Adams, seconded by DCamp. All Ayes. MC 4. ADJOURNMENT Motion by Adams, seconded by DCamp. The regular meeting of the City Council was formally adjourned at 9:08 p.m. FOR THE CITY OF RIVERDALE: ATTESTED BY: ______________________________________________ ______________________________________________ Anthony Heddlesten, Mayor Kent Royster, City Administrator Page 11 BUDGET HEARING MINUTES PLACE: Riverdale City Hall, 110 Manor Drive, Riverdale, Iowa DATE: March 22, 2022 TIME: 6:00 p.m. NOTE: The Budget Hearing was held in-person at the appointed time and day in accordance with open meeting laws set and defined by the State of Iowa (Sections 21.2 and 21.8). 1.CALL TO ORDER - Heddlesten called the meeting to order at 6:00 p.m. 2. ROLL CALL - Present: Adams, DCamp, Jurgena, Littrel. Absent: None. Also present: Mayor Heddlesten, City Administrator Royster, and several members of the public. 3.OPEN PUBLIC HEARING - Motion by Adams to open the public hearing, seconded by DCamp. All ayes. MC 4. PRESENTATION OF THE PROPOSED FY23 BUDGET - Heddlesten outlined information in the proposed final and complete FY23 budget. 4. PUBLIC COMMENT - Several members of the public commented and asked questions. 5. CITY COUNCIL DISCUSSION - Council discussed the final and complete draft budget. 6. CLOSE PUBLIC HEARING - Motion by Adams to close the public hearing at 7:14 p.m., seconded by DCamp. All ayes, MC 8.ADJOURNMENT - Motion by DCamp to adjourn at 7:15 p.m., seconded by Littrel. All ayes, MC FOR THE CITY OF RIVERDALE: ATTESTED BY: ____________________________________________ ____________________________________________ Anthony Heddlesten, Mayor Kent Royster, City Administrator Page 12 Page 13 Page 14 Page 15 Page 16 Page 17 Page 18 Page 19 Page 20 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com RESOLUTION NO. 2022-29 A RESOLUTION APPOINTING BETH HALSEY TO COUNCIL WHEREAS, the City of Riverdale, Iowa ("City") is a municipal corporation, organized and operating under the laws of the State of Iowa, and; WHEREAS, Kelly Krell tendered her resignation from Council, and Council did accept her resignation, with regret, at their regular meeting on February 22, 2022, and; WHEREAS, Council is authorized to fill vacancies on Council per Chapter 372.13 of the Code of Iowa, which states the appointment "shall be for the period until the next regular city election," and; WHEREAS, Council did state their intention to fill the vacancy by means of appointment as set forth by Chapter 372.13 of the Code of Iowa, and that notice of vacancy and the intention of appointment ran in the Quad City Times on March 31, 2022, and; WHEREAS, Mayor Heddlesten did solicit the interest of citizens of Riverdale who are eligible to serve as a member of Council, and following his review of interested applicants, does recommend the appointment of Beth Halsey, 146 South Kensington Street, Riverdale, Iowa, to fill the vacancy until certification of the next city election to be held the second Tuesday of November 2024, and; WHEREAS, upon due consideration of the nomination, Council desires to approve the Mayor's recommendation and appoint Beth Halsey to Council. NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF RIVERDALE, IOWA, THAT Council approves the Mayor's nomination of Beth Halsey as Councilmember to fill the vacancy left by the resignation of Councilmember Kelly Krell, said appointment to be effective immediately, and for the period until the certification of the next city election to be held the second Tuesday of November, 2024, subject to the terms and requirements of the aforementioned Chapter 372.13 of the Code of Iowa. Passed and approved this 12th day of April 2022. APPROVED: ATTEST: ______________________________________________ ______________________________________________ Anthony Heddlesten, Mayor Kent Royster, City Administrator Page 21 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com RESOLUTION NO. 2022-30 A RESOLUTION APPOINTING JEFF STRUVE TO PLANNING & ZONING COMMISSION WHEREAS, the City of Riverdale, Iowa ("City") is a municipal corporation, organized and operating under the laws of the State of Iowa, and; WHEREAS, pursuant to the authority granted by section 372 of the Code of Iowa, Chapters 16, 17, 18, 19, 20, and 21, of the City Code, the City Council makes various appointments to its boards and commissions as needed, and; WHEREAS, the City has an open seat on the Planning & Zoning Commission, and; WHEREAS, Jeff Struve has agreed to serve on the City's Planning & Zoning Commission, and; WHEREAS, Council wishes to appoint Jeff Struve, and; WHEREAS, no actual monetary expenses will be incurred by this action. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RIVERDALE, IOWA, THAT Jeff Struve is appointed to the Planning & Zoning Commission as a regular member for a five-year term ending 12/31/2026. Passed and approved this 12th day of April 2022. APPROVED: ATTEST: ______________________________________________ ______________________________________________ Anthony Heddlesten, Mayor Kent Royster, City Administrator Page 22 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com RESOLUTION NO. 2022-31 A RESOLUTION APPROVING THE DESIGNATION OF STATE AND LOCAL FISCAL RECOVERY FUNDS (SLFRF) FOR THE CITY OF RIVERDALE WHEREAS, the City of Riverdale, Iowa ("City") is a municipal corporation, organized and operating under the laws of the State of Iowa, and; WHEREAS, the City is a Non-Entitlement Unit (NEU) for the State and Local Fiscal Recovery Funds (SLFRF) program (better known as (American Rescue Plan Act), and; WHEREAS, according to the final rules, the City is a Tier 5 annual reporting NEU for the SLFRF program, with the first reporting deadline of April 30, 2022, and; WHEREAS, City staff has viewed a training webinar about the reporting options for NEUs, and; WHEREAS, the City received $32,412.65 on August 11, 2021, and anticipates receiving $32,412.64 in August of 2022, making the total $64,825.29, and; WHEREAS, the United States Federal Government is recommending NEUs that will be receiving a total less than $10 million dollars use the Standard Revenue Loss Allowance for reporting. The City does not need to calculate revenue losses to use this allowance. The Tier 5 annual reporting using this Standard Revenue Loss Allowance is Option 1, and; WHEREAS, the funds categorized as Standard Revenue Loss Allowance can be spent on any lawful government services activity and especially on any of the Four Key Eligible Use Categories as designated in the American Rescue Plan Act (ARPA) legislation, of which, the fourth one is Water, Sewer, and Broadband Infrastructure, and; WHEREAS, the Riverdale City Council has until December 31, 2024, to obligate these funds to project(s) and until December 31, 2026, to spend these funds on the project(s), and; WHEREAS, the Riverdale City Council anticipates receiving additional SLFRF as a sub-recipient of Scott County, and; WHEREAS, as of this date, the Riverdale City Council plans to use these funds to reimburse for a re-lining of sanitary sewer for phase II; however, this resolution does not stop the Riverdale City Council from modifying this planned purpose by the deadline. Page 23 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com NOW, THEREFORE, BE IT RESOLVED, by the Riverdale City Council that City staff are directed to make any required annual reporting by the deadlines, using the Standard Revenue Loss Allowance for NEUs, Tier 5, Option 1. BE IT FURTHER RESOLVED, by the Riverdale City Council that the Mayor and City Administrator are hereby authorized and directed to execute this resolution of approval. Passed and approved this 12th day of April, 2022. ROLL CALL VOTE: Kevin Adams YEA NAY Paul DCamp YEA NAY Vincent Jurgena YEA NAY Douglas Littrel YEA NAY Passed and approved this 12th day of April 2022. APPROVED: ATTESTED BY: ______________________________________________ ______________________________________________ Anthony Heddlesten, Mayor Kent Royster, City Administrator Page 24 MEMORANDUM State of Iowa: Department of Management —ARPA NEU Funding Determination of Funding Report DATE: August 3, 2021 TO: State of Iowa — Department of Management FROM: RSM US LLP SUBJECT: Determination of Funding Report —City of Riverdale This transmittal letter has been prepared in accordance with the contracted Scope of Work (Section 4), Execute Program Administration Processes (Task 3), as specified in Contract #21019, CARES Act Funding and Accounting Management Services, Amendment No. 2. RSM's primary responsibilities under this task order include executing intake and processing of applications for the American Rescue Plan Act of 2021 ("ARPA") Non Entitlement Unit ("NEU") Funding Project. RSM verified receipt of the NEU's approved agreements that affirm that the NEU will utilize any received funding on eligible expenses and will follow all formal published Federal guidance on how the funds should be spent. RSM's procedures were limited to those outlined in the work plan approved by the State of Iowa, which is based on the State's interpretation and understanding of the current U.S. Treasury federal guidance. This includes thevalidation of the support provided by the NEU to determine compliance with the requirements identified in the approved work plan. To comply with requirements for Task 3 described above, the following is the summary of results obtained through the testing performed: NEU Information Request for Funding Allocation and Distribution NEU City of Riverdale N EU Recipient IA0785 Number Maximum Allocation $64,825.29 Allowed to NEU Budgeted Amount 1,023,963.00 Budgeted Amount Capped at 75%g pP 767,972.00 Total Amount ofFundingto be Distributed lesser of MaxAllocation Allowed or 75% Budget cap) 64,825.29 Tranche 1 Amount (First Round)32,412.65 Overview The NEU has submitted its application and all required forms pursuant to the US Treasury's gu idancefor the ARPA NEU Funding. The validation review has been completed for the NEU. At this time, a total of $64,825.29 will be disbursed through the State of Iowa's Department of Revenue. This funding will be paid in various tranches according to U.S. Treasury federal guidelines. Tranche 1, Round 1 is for $32,412.65. The remaining funds will be disbursed at a later date in accordance with the U.S. Treasury federal guidelines. Page 25 State of Iowa City of Riverdale ARPA NEU Funding Project RSM has reviewed and validated the City of Riverdale's request for funding. Based on the application submitted, the supporting documentation received, and the testing guidance provided by the State of Iowa, RSM recommends the State of Iowa transfer funds in the amount of $64,825.29 to the City of Riverdale with respect to this submission. This funding will be paid in various tranches according to U.S. Treasury federal guidelines. Tranche 1, Round 1, is for 32,412.65. The remaining funds will be disbursed at a later date in accordance with the U.S. Treasury federal guidelines. This recommendation is provided to the State of Iowa for final review, approval and award determination. It Is subject to change by the State of Iowa and In no way is RSM's recommendation deemed to be authoritative or an official approval for fundingfortheCltyof Riverdale. 115 L LP Company: RSM US LLP Date: August3, 2021 State of Iowa - Department of Management Final Award Determination: The State of Iowa acknowledges receipt of this funding request packet and determines the final award amount to be: 3.214-/A -/d , /oS State of lowa Comments r'/114/11.4 Name: Michael Bousselot Title: Director, Department of Management, State of Iowa Date: August ?, 2021 Page 12 Page 26 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722  (563) 355-2511  www.riverdaleiowa.com __________________________________ _________________________________ RESOLUTION NO. 2022-32 A RESOLUTION APPROVING THE CERTIFICATION OF THE 2022- 2023 ANNUAL BUDGET FOR THE FISCAL YEAR ENDING JUNE 30, 2023, FOR THE CITY OF RIVERDALE, IOWA WHEREAS, the City of Riverdale, Iowa ("City") is a municipal corporation, organized and operating under the laws of the State of Iowa, and; WHEREAS, the City conducted budget public intake/workshop sessions with residents to determine what amenities and services they would like to see in the coming year, and; WHEREAS, the City held a maximum levy public intake/workshop session with residents on the maximum amount of general fund taxes that can be levied, and; WHEREAS, the City held a maximum levy public hearing on the maximum amount of general fund taxes that can be levied, and; WHEREAS, in the maximum levy public hearing, the City Council set the maximum general fund levy for FY23 at an amount not to exceed $535,018, and; WHEREAS, the City held budget public hearings on March 22, 2022 and April 12, 2022. ROLL CALL VOTE: Kevin Adams: YEA NAY Paul DCamp: YEA NAY Vincent Jurgena: YEA NAY Douglas Littrel: YEA NAY NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF RIVERDALE, IOWA, THAT the FY23 City budget is hereby authorized and approved by the City Council and the City Administrator/Clerk is directed to file all pertinent forms and information with the County Auditor and the Department of Management of the State of Iowa. Passed and approved this 12th day of April 2022. APPROVED: ATTEST: ______________________________________________ ______________________________________________ Anthony Heddlesten, Mayor Kent Royster, City Administrator Page 27 3/11/22, 12:17 PM Local Government Property Valuation System https://dom-localgov.iowa.gov/budget-renderer?id=11174 1/20 Regular General levy FISCAL YEAR JULY 1, 2022 - JUNE 30, 2023 ADOPTION OF BUDGET AND CERTIFICATION OF CITY TAXES The City of : RIVERDALE County Name: SCOTT COUNTY Adopted On: April 12, 2022 Resolution: (entered upon adoption) The below-signed certifies that the City Council, on the date stated above, lawfully approved the named resolution adopting a budget for next fiscal year, as summarized on this and the supporting pages. With Gas & Electric Without Gas & Electric Regular 2a 77,957,094 2b 72,097,579 DEBT SERVICE 3a 79,210,605 3b 73,351,090 Ag Land 4a 7,773 City Number: 82-785 Last Official Census: 379 TAXES LEVIED Purpose Dollar Limit ENTER FIRE DISTRICT RATE BELOW Request with Utility Replacement Property Taxes Levied Rate 8.10000 5 625,206 578,213 43 8.01987 Non-Voted Other Permissible Levies Contract for use of Bridge 0.67500 6 0 0 44 0.00000 Opr & Maint publicly owned Transit 0.95000 7 0 0 45 0.00000 Rent, Ins. Maint of Civic Center Amt Nec 8 0 0 46 0.00000 Opr & Maint of City owned Civic Center 0.13500 9 0 0 47 0.00000 Planning a Sanitary Disposal Project 0.06750 10 0 0 48 0.00000 Aviation Authority (under sec.330A.15)0.27000 11 0 0 49 0.00000 Levee Impr. fund in special charter city 0.06750 13 0 0 51 0.00000 Liability, property & self insurance costs Amt Nec 14 0 0 52 0.00000 Support of a Local Emerg.Mgmt.Comm.Amt Nec 462 0 0 465 0.00000 Voted Other Permissible Levies Instrumental/Vocal Music Groups 0.13500 15 0 0 53 0.00000 Memorial Building 0.81000 16 0 0 54 0.00000 Symphony Orchestra 0.13500 17 0 0 55 0.00000 Cultural & Scientific Facilities 0.27000 18 0 0 56 0.00000 County Bridge As Voted 19 0 0 57 0.00000 Missi or Missouri River Bridge Const.1.35000 20 0 0 58 0.00000 Aid to a Transit Company 0.03375 21 0 0 59 0.00000 Maintain Institution received by gift/devise 0.20500 22 0 0 60 0.00000 City Emergency Medical District 1.00000 463 0 0 466 0.00000 Support Public Library 0.27000 23 0 0 61 0.00000 Unified Law Enforcement 1.50000 24 0 0 62 0.00000 Total General Fund Regular Levies (5 thru 24)25 625,206 578,213 Ag Land 3.00375 26 24 24 63 3.00375 Total General Fund Tax Levies (25 + 26)27 625,230 578,237 Special Revenue Levies Emergency (if general fund at levy limit)0.27000 28 0 0 64 0.00000 Police & Fire Retirement Amt Nec 29 0 0 0.00000 FICA & IPERS (if general fund at levy limit)Amt Nec 30 0 0 0.00000 Other Employee Benefits Amt Nec 31 0 0 0.00000 Total Employee Benefit Levies (29,30,31)32 0 0 65 0.00000 Sub Total Special Revenue Levies (28+32)33 0 0 As Req With Gas & ElecValuation Without Gas &Elec Valuation SSMID 1 0 0 34 0 66 0.00000 SSMID 2 0 0 35 0 67 0.00000 SSMID 3 0 0 36 0 68 0.00000 SSMID 4 0 0 37 0 69 0.00000 SSMID 5 0 0 555 0 565 0.00000 SSMID 6 0 0 556 0 566 0.00000 SSMID 7 0 0 1177 0 1179 0.00000 SSMID 8 0 0 1185 0 1187 0.00000 Total Special Revenue Levies 39 0 0 Debt Service Levy 76.10(6)Amt Nec 40 0 0 70 0.00000 Capital Projects (Capital Improv. Reserve)0.67500 41 52,620 48,665 71 0.67499 Total Property Taxes (27+39+40+41)42 677,850 626,902 72 8.69486 ( Signature )(Date)( County Auditor )(Date) Page 28 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com Summary of requested changes to room and park rental forms and policies: Suggested changes to Room Rental Agreement • Eliminated "community" from room document title • Added options for "community room" and "council chambers" rentals • Added alcohol request to application (eliminating separate form) • Distinguished a $30 rental and deposit for residents, and added a $60 rental and deposit for non-residents Suggested changes to Room Rules and Regulations • Revised who a qualified renter is by removing prior qualifications and stating adults 18 years and older who have not previously caused damage to city property are qualified renters • Changed cancellation policy from "must" to "is appreciated." • Changed hours of use from "6:00 a.m. to 11:55 p.m." to "6:00 a.m. to 12:00 a.m." Suggested changes to Park Facility Agreement • Added options for "Bicentennial Park Shelter" and "Volunteer Square Park Gazebo" rentals • Distinguished a $30 rental and deposit for residents, and added a $60 rental and deposit for non-residents Suggested changes to Park Facility Rules and Regulations • Revised who a qualified renter is by removing prior qualifications and stating adults 18 years and older who have not previously caused damage to city property are qualified renters • Changed cancellation policy from "must" to "is appreciated." • Changed hours of use from "8:00 a.m. to dusk" to "sunrise to sunset" to match park operational hours Page 29 Page 1 of 2 Revised 11-17-2015 CITY OF RIVERDALE COMMUNITY ROOM FACILITY USE AGREEMENT Today’s date Renter’s name Cell phone Address, City, Zip Home phone I. PROPOSED USE DETAILS Use date Estimated attendance Begin time a.m./p.m. End time a.m./p.m. Event description Key # _____________ Request Council Approval for Alcohol? Yes or No If yes, a copy of Commercial/Homeowners Host Insurance policy must be attached before being placed on Council agenda. Copy of Insurance attached Yes or No II. TERMS AND CONDITIONS This Facility Use Agreement (“Agreement”) is made as of the date listed below between the City of Riverdale, Iowa (“Riverdale”) and the undersigned renter (the “Renter”). This agreement shall take effect November 1, 2015. In consideration of the mutual covenants and promises contained herein, Riverdale agrees to allow Renter to use the City of Riverdale Community Room (the “Room”), located at 110 Manor Drive, Riverdale, Iowa, at the date and time specified above and on the terms and conditions contained herein. The parties agree as follows: 1. Renter agrees to comply with the Riverdale Community Room Rules and Regulations, a copy of which has been provided to Renter. 2. Renter agrees to use the Room in compliance with local, state and federal law. The Room shall not be used for any illegal purpose. 3. Renter agrees to pay rent for use of the Room at a rate of $30 per event. The rental fee is waived for the following groups: Alcoa, all Riverdale City Government groups including volunteer committees, boards, and Riverdale Firefighters Association. Nonprofit groups that regularly use the facility may apply for a reduced rate that will take into consideration if food or drink is served and the number of regular attendees. Reduced Rate Applications and rate will be considered at a regular scheduled Council meeting. 4. All Renters agree that he/she/they is/are responsible for clean-up and for any damage to the facility and equipment that may result from use by Renter, his/her/its family and guests. Renter agrees to pay a cleaning/damage deposit of $30. Riverdale agrees to return the full clean-up/damage deposit to Renter after the event, conditioned upon the immediate return of the Room key and satisfactory inspection of the Room and equipment, according to the Riverdale Community Room Rules and Regulations. The clean-up/damage deposit is waived for the following groups but they will remain responsible for damage replacement costs that occurred during their rental: Alcoa, Scott Community College, the Pleasant Valley School District, regularly scheduled not for profit groups with approved separate community room agreement. 5. Renter is responsible for the behavior of his/her guests. Renter must ensure all people in attendance abide by the Riverdale Community Room Rules and these Terms and Conditions. 6. IN CONSIDERATION FOR USE OF THE ROOM, RENTER AGREES THAT HE/SHE/THEY WILL USE THE ROOM EQUIPMENT AND FACILITIES AT RENTER’S SOLE RISK. RENTER FURTHER AGREES THAT RIVERDALE WILL NOT BE RESPONSIBLE FOR ANY OR ALL INJURY, ILLNESS, LOSS, THEFT OR DAMAGE TO RENTER, RENTER’S PROPERTY, OR RENTER’S GUESTS BEFORE, DURING OR AFTER THE EVENT WHILE ON THE PREMISES. 7. RENTER AGREES TO INDEMNIFY AND HOLD HARMLESS RIVERDALE FOR ANY AND ALL LOSS, DAMAGE, INJURY OR COSTS RENTER OR RENTER’S GUESTS MAY SUSTAIN DURING OR AFTER THEIR PRESENCE AT THE ROOM AND/OR PARTICIPATION IN THE EVENT. RENTER AGREES TO INDEMNIFY AND HOLDS HARMLESS RIVERDALE FROM AND AGAINST ANY LOSS, DAMAGE, INJURY OR COSTS CAUSED BY RENTER’S ACTS OR OMISSIONS, NEGLIGENCE, OR OTHERWISE, INCLUDING ANY COSTS AND ATTORNEY FEES INCURRED THEREBY, ARISING OUT OF RENTER’S PRESENCE IN THE ROOM OR PARTICIPATION IN THE EVENT. RENTER AGREES THAT THE FOREGOING RELEASE, WAIVER AND INDEMNITY AGREEMENT IS INTENDED TO BE AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAW OF IOWA AND THAT IF ANY PORTION THEREOF IS HELD INVALID, IT IS AGREED THAT THE BALANCE SHALL, NOTWITHSTANDING, CONTINUE IN FULL LEGAL FORCE AND EFFECT. 8. I have read this Facility Use Agreement and the Rules and Regulations, fully understand and agree to its terms and have signed it freely and voluntarily. If Renter is a business, I acknowledge that I am duly authorized to sign this Agreement on behalf of Renter. Authorized signature Date Approved by Date Page 30 Page 2 of 2 Revised 11-17-2015 RIVERDALE COMMUNITY ROOM — RULES AND REGULATIONS 1. Qualified Renters. The Room may be rented only by the following parties: (1) an adult resident of Riverdale; (2) a business operated in Riverdale, if an adult person is designated to act on behalf of that business with Riverd ale; (3) any member of the Riverdale Fire Department; or (4) any employee of Riverdale; 5) Riverdale Public Authorities. Any person or group who has previously caused damage to City property shall not be a qualified renter. 2. Advance booking and deposit. Renter must submit Facility Use Agreement for city review and approval at least two days before event. The full rental fee and damage deposit is due when Renter submits the Agreement. The City Clerk or the Assistant City Clerk may be contacted by telephone at 563-355-2511, email at riverdale@mchsi.com, or in person at City Hall for reservations. 3. Reservation policy. One-time reservations are generally accepted on a first-come, first served basis. However, a recurring “Multiple” reservation may be bumped at Riverdale’s discretion, upon at least two weeks’ notice if another qualified Renter has requested a rental date that conflicts with a Multiple reservation and the other qualified Renter cannot use an alternate date. A “Multiple” is a standing reservation at intervals of twice monthly or greater frequency made by the same Renter for the same purpose. Riverdale will notify the Multiple of a bumped reservation by phone or mail. 4. Cancellation policy. If Renter decides to cancel the event, Renter must notify Riverdale at least 48 hours before the scheduled event. If Renter fails to timely notify Riverdale of cancellation, Renter will forfeit the rental fee and may be denied future use of the Room. 5. Hours of use. The Room is open for use from 6 a.m. to 11:55p.m. All events at the Room, including clean up, must end by 11:55p.m. 6. Maximum capacity. The Room has a maximum capacity of 80. Renters may not host more than this number of people in the Room. 7. Insurance. At its sole discretion, Riverdale may require Renter to obtain and show proof of insurance for an event before approval of a reservation. Proof of Host Alcohol Insurance Policy will be required for all rentals serving alcohol. Renters need to check with their commercial/homeowners insurance for this. Proof must accompany any alcohol request for council approval. 8. Clean up. Renter is responsible for leaving the Room and equipment in the same condition it was in prior to the event. All garbage cans in community room, kitchen and bathrooms should be emptied outside in the city dumpsters. If a room is left in unacceptable condition, based on staff inspection and evaluation, Renter will forfeit all or part of the damage deposit. If the cost of cleaning exceeds the amount of the deposit, Renter is fully liable for the complete actual cost of cleaning, including carpet cleaning. The estimated cost of carpet cleaning for the Room is $300, although the actual cost may exceed this estimate. 9. Damage and keys. Renter is responsible for timely return of the Room key and any damage to the Room or equipment incurred during the event. If the facility or equipment is damaged during Renter’s use of the Room, or if any property is stolen or missing from the Room, Renter will forfeit the damage deposit to the extent of the damage or missing property. Renter must inspect the Room immediately upon entering and report any existing damage to the Riverdale City Clerk by leaving a message on the Clerk’s answering machine. If no damage is reported within 15 minutes of Renter’s event starting time, all damage existing at the end of Renter’s event will be assessed to Renter. If the damage exceeds the amount of the deposit, Renter is fully liable for the complete cost of replacement. Riverdale is under no obligation to tender any claim for damage to its insurance carrier, though it may do so at its own discretion. If the key is not returned immediately following the event, the damage deposit will be forfeited and Renter will be responsible for any charges incurred by the City with regard to the lost key, including replacement of the key pad, change of locks, and re-issuance of keys. 10. Alcohol policy. Riverdale must approve at a Council Meeting any alcohol use in advance of Renter’s event. Riverdale reserves the sole right to deny the use of alcohol at any event for any reason. If Riverdale grants Renter permission to have alcohol at the event, it may assess an additional damage deposit. Renter must ensure any and all availability and consumption of alcohol is in compliance with local, state and federal laws. In particular, Renter is personally responsible for ensuring there is no underage drinking. RENTER IS RESPONSIBLE FOR THE BEHAVIOR AND WELL-BEING OF HIS GUESTS. As expressed in the Facility Use Agreement, Renter acknowledges and agrees that Riverdale is NOT responsible for any injury or illness to Renter, or Renter’s property or guests. The consumption of alcohol is limited to the Room. No alcohol may be taken into common areas of the Premises. PURSUANT TO IOWA LAW, ONLY BEER AND WINE MAY BE SERVED. No hard liquor or kegs are allowed. The sale of alcohol is absolutely prohibited. State law prohibits the sale of alcohol without license. 11. Smoking. No smoking is allowed in the Room, or on the grounds of City Hall. 12. No commercial or profit-making activities. The Community Room is not available for for-profit events, except that a school may operate classes in the Community Room and Council approved nonprofit fundraisers. Renter may not charge admission to his event and may not sell food, alcohol or other items without Council approval. Renter must limit use of the Room to the stated purpose in the Facility Use Agreement. 13. Cleaning/Damage deposit and return. A $30 cleaning/damage deposit is due when Renter submits the Facility Use Agreement. Riverdale will return the deposit after the event if Renter fully complies with these Rules and Regulations and the Terms and Conditions set forth in the Facility Use Agreement. Page 31 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com CITY OF RIVERDALE ROOM RENTAL AGREEMENT Today's Date: Renter Name: Phone Number: Address: I. PROPOSED USE DETAILS Use Date: Estimated Attendance: Room(s) Requested: ☐ Community Room ☐ Council Chambers Start Time: End Time: Event Description: Request to Serve Alcohol: If yes, a copy of commercial or homeowner's insurance policy must be attached before placing on council agenda. Copy of Insurance Attached: ☐ yes ☐ no ☐ yes ☐ no II. TERMS AND CONDITIONS This Room Rental Agreement is made as of the date listed below between the City of Riverdale, Iowa (city) and the undersigned renter (renter). In consideration of the mutual covenants and promises contained herein, the city agrees to allow the renter to use the city's room located at 110 Manor Drive, Riverdale, Iowa, at the date and time specified above and on the terms and conditions contained herein. The parties agree as follows: 1. Renter agrees to comply with the rules and regulations of room rental, a copy of which has been provided to renter. 2. Renter agrees to use the room in compliance with local, state and federal law. The room shall not be used for any illegal purpose. 3. Renter agrees to pay rent for use of the room at a rate of $30 per event for Riverdale residents, and $60 per event for non-Riverdale residents. Page 32 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com The rental fee is waived for the following groups acting in an official capacity for their employer: ARCONIC, Scott Community College, and Pleasant Valley Schools. The rental fee is waived for city employees, board/commission/committee members, and Riverdale Fire Department volunteers. 4. Renter agrees to pay a deposit for use of the room at a rate of $30 per event for Riverdale residents, and $60 per event for non-Riverdale residents. All renters agree that they are responsible for clean-up and for any damage to the facility and equipment that may result from use by renter and/or their guests. The city agrees to return the full deposit to renter after the event, conditioned upon the immediate return of the security card and satisfactory inspection of the room and equipment, according to the rules and regulations. The deposit is waived for the entities listed as exceptions in item 3 above. 5. Renter is responsible for the behavior of his/her guests. Renter must ensure all people in attendance abide by the room rules and these terms and conditions. 6. In consideration of the use of the room, renter agrees that they will use the room equipment and facilities at renter’s sole risk. Renter further agrees that the city will not be responsible for any or all injury, illness, loss, theft, or damage to renter, renter’s property, or renter’s guests before, during, or after the event while on the premises. 7. Renter agrees to indemnify and hold the city harmless for any and all loss, damage, injury, or costs renter or renter’s guests may sustain before, during, or after their presence at the room and/or participation in the event. Renter agrees to indemnify and holds the city harmless from and against any loss, damage, injury, or costs caused by renter’s acts or omissions, negligence, or otherwise, including any costs and attorney fees incurred thereby, arising out of renter’s presence in the room or participation in the event. Renter agrees that the foregoing release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of Iowa and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect. 8. I have read this agreement and the rules and regulations, fully understand and agree to its terms, and have signed it freely and voluntarily. If renter is a business, I acknowledge that I am duly authorized by this business to enter into this agreement. III. SIGNATURE AND APPROVAL Applicant Signature: Date: Approved By: Date: Security Card #: Rental Fee Collected: ☐ yes ☐ no ☐ waived Deposit Collected: ☐ yes ☐ no ☐ waived Page 33 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com CITY OF RIVERDALE ROOM RULES AND REGULATIONS 1. Qualified Renters. The room may be rented only by adults aged 18 years and older. Any person or group who has previously caused damage to City property shall not be a qualified renter. 2. Advance booking and deposit. Renter must submit the rental agreement and full rental fee and deposit (unless waived) to secure the reservation. 3. Reservation policy. One-time reservations are generally accepted on a first-come, first served basis; however, recurring reservations are permissible. Note that recurring reservations may be bumped at the city's discretion, upon at least two weeks’ notice if another qualified renter has requested a rental date that conflicts with a recurring reservation and the other qualified renter cannot use an alternate date. A recurring reservation is a standing reservation at intervals of twice monthly or greater frequency made by the same renter for the same purpose. Riverdale will notify the recurring reservation renter of a bumped reservation by phone or mail. 4. Cancellation policy. If renter decides to cancel the reservation, a 48-hour courtesy notification is appreciated. If the renter fails to notify the city in a timely manner, the city may choose not to refund the deposit and may consider denial of future room use. 5. Hours of use. The room is open for use from 6 a.m. to 12:00 a.m. All events at the room, including clean up, must end by 12:00 a.m. 6. Maximum capacity. The room has a maximum capacity of 80. Renters may not host more than this number of people in the room. 7. Insurance. At its sole discretion, the city may require the renter to obtain and show evidence of insurance for an event before approval of a reservation. Proof of insurance coverage will be required for all rentals serving alcohol. Renters need to check with their commercial/homeowner's insurance for this. Evidence must accompany any alcohol request for council approval. 8. Clean up. Renter is responsible for leaving the room and equipment in the same condition it was in prior to the event. All garbage cans in the room, kitchen (if applicable), and bathrooms should be emptied outside in the city dumpster. If a room is left in unacceptable condition, based on staff inspectio n and evaluation, renter will forfeit all or part of the deposit. If the cost of cleaning exceeds the amount of the deposit, renter is fully liable for the complete actual cost of cleaning, including carpet cleaning. The estimated cost of carpet cleaning for the room is $300, although the actual cost may exceed this estimate. Page 34 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com 9. Damage and keys. Renter is responsible for timely return of the security card and any damage to the room or equipment incurred during the event. If the facility or equipment is damaged during renter’s use of the room, or if any property is stolen or missing from the room, renter will forfeit the deposit to the extent of the damage or missing property. Renter should inspect the room immediately upon entering and report any existing damage to the city. If no damage is reported within 15 minutes of renter’s rental period, all damage existing at the end of renter's rental period will be assessed to renter. If the damage exceeds the amount of the deposit, renter is fully liable for the complete cost of replacement. The city is under no obligation to tender any claim for damage to its insurance carrier, though it may do so at its own discretion. If the security card is not returned immediately following the event, the deposit will be forfeited and renter will be responsible for any charges incurred by the city with regard to the security card, including replacement of the security card. 10. Alcohol policy. City council must approve any alcohol use in advance of renter’s event. The city reserves the sole right to deny the use of alcohol at any event for any reason. If the city grants renter permission to have alcohol at the event, it may assess an additional deposit. Renter must ensure any and all availability and consumption of alcohol is in compliance with local, state, and federal laws. In particular, renter is personally responsible for ensuring there is no underage drinking. Renter is responsible for the behavior and well-being of their guests. As expressed in the room rental agreement, renter acknowledges and agrees that the city is not responsible for any injury or illness to renter, or renter’s property, or guests. The consumption of alcohol is limited to the room. No alcohol may be taken into common areas of the premises. Pursuant to Iowa law, only beer and wine may be served. No hard liquor or kegs are allowed. The sale of alcohol is expressly prohibited. State law prohibits the sale of alcohol without a license. 11. Smoking. No smoking is allowed in the room, the building, or on the grounds of City Hall. 12. No commercial or profit-making activities. The room is not available for for-profit events, except that a school may operate classes in the room, and Council-approved nonprofit fundraisers. Renter may not charge admission to an event and may not sell food, alcohol, or other items without Council approval. Renter must limit use of the room to the stated purpose in the Room Rental Agreement. 13. Cleaning/damage deposit and return. A deposit (unless waived) is due when renter submits the Room Rental Agreement. The city will return the deposit via check sent United States Postal Service after the event if renter fully complies with these rules and regulations and the terms and conditions set forth in these documents. Page 35 CITY OF RIVERDALE PARK RESERVATION FACILITY USE AGREEMENT Renter’s name Today’s date Address City Zip Home phone Pager/cell I. PROPOSED USE DETAILS Use date Estimated attendance Begin time a.m./p.m. End time a.m./p.m. Event description II. TERMS AND CONDITIONS This Facility Use Agreement (“Agreement”) is made as of the date listed below between the City of Riverdale, Iowa (“Riverdale”) and the undersigned renter (the “Renter”). This agreement shall take effect immediately. In consideration of the mutual covenants and promises contained herein, Riverdale agrees to allow Renter to use the City of Riverdale Bicentennial Park or Volunteer Square Park located at corner of Manor Drive, Circle Drive, & Elmhurst Drive Riverdale, Iowa, at the date and time specified above and on the terms and conditions contained herein. The parties agree as follows: 1. Renter agrees to comply with the Riverdale Park Rules and Regulations, a copy of which has been provided to Renter. 2. Renter agrees to use the Park in compliance with local, state and federal law. The Park shall not be used for any illegal purpose. 3. Renter agrees to pay rent for use of the Park at a rate of $30 per event. The rental fee is waived for the following groups: Alcoa, Scott Community College, the Pleasant Valley School District, the Fly Fishing group, and all City groups. 4. Renter agrees that he/she/it is responsible for any damage to the facility and equipment that may result from use by Renter, his/her/its family and guests. Renter agrees to pay a damage deposit of $25. Riverdale agrees to return the full damage deposit to Renter after the event, upon satisfactory inspection of the Park and equipment, according to the Riverdale Park Rules and Regulations. The damage deposit is waived for the following groups: Alcoa, Scott Community College, the Pleasant Valley School District , the Fly Fishing group, and all City groups. 5. Renter is responsible for the behavior of his/her guests. Renter must ensure all people in attendance abide by the Riverdale Park Rules and these Terms and Conditions. 6. IN CONSIDERATION FOR USE OF THE PARK, RENTER AGREES THAT HE/SHE/IT WILL USE THE PARK EQUIPMENT AND FACILITIES AT RENTER’S SOLE RISK. RENTER FURTHER AGREES THAT RIVERDALE WILL NOT BE RESPONSIBLE FOR ANY OR ALL INJURY, ILLNESS, LOSS, THEFT OR DAMAGE TO RENTER, RENTER’S PROPERTY, OR RENTER’S GUESTS BEFORE, DURING OR AFTER THE EVENT WHILE ON THE PREMISES. 7. RENTER AGREES TO INDEMNIFY AND HOLD HARMLESS RIVERDALE FOR ANY AND ALL LOSS, DAMAGE, INJURY OR COSTS RENTER OR RENTER’S GUESTS MAY SUSTAIN DURING OR AFTER THEIR PRESENCE AT THE PARK AND/OR PARTICIPATION IN THE EVENT. RENTER AGREES TO INDEMNIFY AND HOLDS HARMLESS RIVERDALE FROM AND AGAINST ANY LOSS, DAMAGE, INJURY OR COSTS CAUSED BY RENTER’S ACTS OR OMISSIONS, NEGLIGENCE, OR OTHERWISE, INCLUDING ANY COSTS AND ATTORNEY FEES INCURRED THEREBY, ARISING OUT OF RENTER’S PRESENCE IN THE PARK OR PARTICIPATION IN THE EVENT. RENTER AGREES THAT THE FOREGOING RELEASE, WAIVER AND INDEMNITY AGREEMENT IS INTENDED TO BE AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAW OF IOWA AND THAT IF ANY PORTION THEREOF IS HELD INVALID, IT IS AGREED THAT THE BALANCE SHALL, NOTWITHSTANDING, CONTINUE IN FULL LEGAL FORCE AND EFFECT. 8. I have read this Facility Use Agreement and the Rules and Regulations, fully understand and agree to its terms and have signed it freely and voluntarily. If Renter is a business, I acknowledge that I am duly authorized to sign this Agreement on behalf of Renter. Authorized signature Date Approved by Date Revised 11/2015 Page 36 RIVERDALE PARKS RULES AND REGULATIONS - REVISED 12/2015 1. Qualified Renters. The Park may be rented only by the following parties: (1) an adult resident of Riverdale; (2) a business operated in Riverdale, if an adult person is designated to act on behalf of that business with Riverdale; (3) any member of t he Riverdale Fire Department; or (4) any employee of Riverdale. Any person or group who has previously caused damage to City property shall not be a qualified renter. 2. Advance booking and deposit. Renter must submit Facility Use Agreement for city review and approval at least two days before event. The full rental fee and damage deposit is due when Renter submits the Agreement. The City Clerk or the Assistant City Clerk may be contacted by telephone at 563-355-2511, email at clerk@riverdaleia.org, or in person at City Hall for reservations. 3. Reservation policy. One-time reservations are generally accepted on a first-come, first served basis. However, a recurring “Multiple” reservation may be bumped at Riverdale’s discretion, upon at least two weeks ’ notice if another qualified Renter has requested a rental date that conflicts with a Multiple reservation and the other qualified Renter cannot use an alternate dat e. A “Multiple” is a standing reservation at intervals o f twice monthly or greater frequency made by the same Renter for the same purpose. Riverdale will notify the Multiple of a bumped reservation by phone or mail. 4. Cancellation policy. If Renter decides to cancel the event, Renter must notify Riverdale at least 48 hours before the scheduled event. If Renter fails to timely notify Riverdale of cancellation, Renter will forfeit the rental fee and damage deposit and may be denied future use of the Room. 5. Hours of use. The Park is open for use from 8 a.m. to dusk. All events at the Park, including clean up, must end by dark. 6. Maximum capacity. The Room has a maximum capacity of 80. Renters may not host more than this number of people in the Room. 7. Insurance. At its sole discretion, Riverdale may require Renter to obtain and show proof of insurance for an event before approval of a reservation. 8. Clean up. Renter is responsible for leaving the Park and equipment in the same condition it was in prior to the event. If the Park is left in unacceptable condition, based on staff inspection and evaluation, Renter will forfeit all or part of the damage deposit. 9. Damage. Renter is responsible for any damage to the Park or equipment incurred during the event. If the facility or equipment is damaged during Renter’s use of the Park, or if any property is stolen or missing from the Park, Renter will forfeit the damage deposit to the extent of the damage or missing property. Renter must inspect the Park immediately upon entering and report any existing damage to the Riverdale City Clerk by leaving a message on the Clerk’s answering machine (355-2511). If no damage is reported within 15 minutes of Renter’s event starting time, all damage existing at the end of Renter’s event will be assessed to Renter. If the damage exceeds the amount of the deposit, Renter is fully liable for the complete cost of replacement. Riverdale is under no obligation to tender any claim for damage to its insurance carrier, though it may do so at its own discretion 10. Alcohol policy. No alcohol is allowed in the park. RENTER IS RESPONSIBLE FOR THE BEHAVIOR AND WELL- BEING OF HIS GUESTS. As expressed in the Facility Use Agreement, Renter acknowledges and agrees that Riverdale is NOT responsible for any injury or illness to Renter, or Renter’s property or guests. 11. Smoking. No smoking is allowed in the Park. 12. No commercial or profit-making activities. The Park is not available for for-profit events, except that a school may operate classes in the Park. Renter may not charge admission to his event and may not sell food, alcohol or other i tems. Renter must limit use of the Park to the stated purpose in the Facility Use Agreement. 14. Damage deposit and return. A $30 damage deposit is due when Renter submits the Facility Use Agreement. Riverdale will return the deposit after the event if Renter fully complies with these Rules and Regulations and the Terms and Conditions set forth in the Facility Use Agreement. 15. No rice may be used for weddings, no wires, nails, or screws to be used for decorations. Any damage to paint or structures will be subject to repair fees. 16. Tents in grass areas only. 17. Parking in designated areas only. Page 37 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com CITY OF RIVERDALE PARK FACILITY RENTAL AGREEMENT Today's Date: Renter Name: Phone Number: Address: I. PROPOSED USE DETAILS Use Date: Estimated Attendance: Location: ☐ Bicentennial Park Shelter ☐ Volunteer Square Park Gazebo Start Time: End Time: Event Description: II. TERMS AND CONDITIONS This Park Facility Rental Agreement is made as of the date listed below between the City of Riverdale, Iowa (city) and the undersigned renter (renter). In consideration of the mutual covenants and promises contained herein, the city agrees to allow the renter to use the city's shelter or gazebo (as indicated above) at the date and time specified above and on the terms and conditions contained herein. The parties agree as follows: 1. Renter agrees to comply with the rules and regulations of park facility rental, a copy of which has been provided to renter. 2. Renter agrees to use the park facility in compliance with local, state and federal law. The park facility shall not be used for any illegal purpose. 3. Renter agrees to pay rent for use of the park facility at a rate of $30 per event for Riverdale residents, and $60 per event for non-Riverdale residents. The rental fee is waived for the following groups acting in an official capacity for their employer: ARCONIC, Scott Community College, and Pleasant Valley Schools. The rental fee is waived for city employees, board/commission/committee members, and Riverdale Fire Department volunteers. Page 38 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com 4. Renter agrees to pay a deposit for use of the park facility at a rate of $30 per event for Riverdale residents, and $60 per event for non-Riverdale residents. All renters agree that they are responsible for clean-up and for any damage to the park facility and equipment that may result from use by renter and/or their guests. The city agrees to return the full deposit to renter after the event, conditioned upon the inspection of the park facility and equipment, according to the rules and regulations. The deposit is waived for the entities listed as exceptions in item 3 above. 5. Renter is responsible for the behavior of his/her guests. Renter must ensure all people in attendance abide by the park facility rules and these terms and conditions. 6. In consideration of the use of the park facility, renter agrees that they will use the park facility and equipment at renter’s sole risk. Renter further agrees that the city will not be responsible for any or all injury, illness, loss, theft, or damage to renter, renter’s property, or renter’s guests before, during, or after the event while on the premises. 7. Renter agrees to indemnify and hold the city harmless for any and all loss, damage, injury, or costs renter or renter’s guests may sustain before, during, or after their presence at the park facility and/or participation in the event. Renter agrees to indemnify and holds the city harmless from and against any loss, damage, injury, or costs caused by renter’s acts or omissions, negligence, or otherwise, including any costs and attorney fees incurred thereby, arising out of renter’s presence in the park facility or participation in the event. Renter agrees that the foregoing release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of Iowa and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect. 8. I have read this agreement and the rules and regulations, fully understand and agree to its terms, and have signed it freely and voluntarily. If renter is a business, I acknowledge that I am duly authorized by this business to enter into this agreement. III. SIGNATURE AND APPROVAL Applicant Signature: Date: Approved By: Date: Rental Fee Collected: ☐ yes ☐ no ☐ waived Deposit Collected: ☐ yes ☐ no ☐ waived Page 39 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com CITY OF RIVERDALE PARK FACILITY RULES AND REGULATIONS 1. Qualified Renters. The park facility may be rented only by adults aged 18 years and older. Any person or group who has previously caused damage to City property shall not be a qualified renter. 2. Advance booking and deposit. Renter must submit the rental agreement and full rental fee and deposit (unless waived) to secure the reservation. 3. Reservation policy. One-time reservations are generally accepted on a first-come, first served basis; however, recurring reservations are permissible. Note that recurring reservations may be bumped at the city's discretion, upon at least two weeks’ notice if another qualified renter has requested a rental date that conflicts with a recurring reservation and the other qualified renter cannot use an alternate date. A recurring reservation is a standing reservation at intervals of twice monthly or greater frequency made by the same renter for the same purpose. Riverdale will notify the recurring reservation renter of a bumped reservation by phone or mail. 4. Cancellation policy. If renter decides to cancel the reservation, a 48-hour courtesy notification is appreciated. If the renter fails to notify the city in a timely manner, the city may choose not to refund the deposit and may consider denial of future park facility use. 5. Hours of use. The park facility is available from sunrise to sunset daily. All events at the park facility, including clean up, must end by sunset. 6. Maximum capacity. The park facility has a maximum capacity of ___ for Volunteer Square Park gazebo and ___ for Bicentennial Park shelter. Renters may not host more than this number of people in the park facility. 7. Insurance. At its sole discretion, and depending upon the nature of the event, the city may require the renter to obtain and show evidence of insurance for an event before approval of a reservation. Renters need to check with their commercial/homeowner's insurance for this. 8. Clean up. Renter is responsible for leaving the park facility and equipment in the same condition it was in prior to the event. All garbage must be placed in garbage cans at the location or removed from the property. If a park facility is left in unacceptable condition, based on staff inspection and evaluation, renter will forfeit all or part of the deposit. If the cost of cleaning exceeds the amount of the deposit , renter is fully liable for the complete actual cost of cleaning. Page 40 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com 9. Damage. Renter is responsible for any damage to the park facility or equipment incurred during the event. If the park facility or equipment is damaged during renter’s use of the park facility, or if any property is stolen or missing from the park facility, renter will forfeit the deposit to the extent of the damage or missing property. Renter should inspect the park facility immediately upon entering and report any existing damage to the city. If no damage is reported within 15 minutes of renter’s rental period, all damage existing at the end of renter's rental period will be assessed to renter. If the damage exceeds the amount of the deposit, renter is fully liable for the complete cost of replacement. The city is under no obligation to tender any claim for damage to its insurance carrier, though it may do so at its own discretion. 10. Alcohol. Alcohol is not allowed in any park facility or park. 11. Smoking. Smoking (including, but not limited to, the use of cigarettes, cigars, vaping devices, e- cigarettes, etc.) is not allowed in any park facility or park. 12. No commercial or profit-making activities. Park facilities are not available for for-profit events, except that a school may operate classes in the park facility, and Council-approved nonprofit fundraisers. Renter may not charge admission to an event and may not sell food, alcohol, or other items without Council approval. Renter must limit use of the park facility to the stated purpose in the Park Facility Rental Agreement. 13. Cleaning/damage deposit and return. A deposit (unless waived) is due when renter submits the Park Facility Rental Agreement. The city will return the deposit via check sent United States Postal Service after the event if renter fully complies with these rules and regulations and the terms and conditions set forth in these documents. Page 41 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com UPDATE ON OUTHOUSE OPTIONS FOR PARKS I contacted The Outhouse Portable Sanitation, our vendor for outhouses in the parks, and received the following information: • The outhouses we rent for the parks are handicap accessible and rent for $125/month (in a 28 day billing cycle). • Handwash stations are $133/month. They have deluxe and premier units, but those are typically used for events and not on long-term rental. Those rent for: • Deluxe are $185/month. • Premier are $200/month. Please see the attached product descriptions. Please let me know if you'd like me to make any changes. Page 42 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com Page 43 HANDICAPPED ACCESSIBLE PORTABLE RESTROOM Our handicapped accessible portable bathrooms provides a ccommodations for those who require special facilities. The handicap is a larger size portable restroom facility with extra safety features for the convenience and comfort of those who require added functionality. This restroom includes an extra wide doorway for easy access, and handrails for support. These features with ground level access are appropriate for wheelchair or walker access or parents wi th small children or strollers. The Americans with Disabilities Act requires that at least five percent of a single user portable toilet cluster at a single location be wheelchair-accessible (roughly 1 wheelchair- accessible unit for every 20 regular restrooms for public events). Great for park districts and required for most special events. It features: • Strong, full-width handrail • Automatic door closure is balanced by a heavy-duty cable spring for convenient access • A 1/2"-thick floor provides ground-level access • Waterless Hand Sanitizer • Meets Federal ADA Guidelines Page 44 PORTABLE HAND WASH STATION FOR SPECIAL EVENTS This hand wash station seals tight for maximum sanitation. It's a freestanding, two station unit that fits easily inside most units for space-saving transport. Features: Protect yourself and others against water contamination. Large twenty gallon fresh water tank with screw on lid keeps water fresh, and is easily removed for cleaning. With dual stations and a slender design, travels easily inside most portables and provides plenty of washes upon arrival. Soap and paper towel are included. Hand washing facilities are required where food is served. We recommend one hand wash station for every five portable restrooms at special events. Small Unit: • Free Standing • Fits inside most portable toilets • Sealed fresh water tank • Foot pump operation • Heavy duty nozzles Specifications: Width: 22" (559mm) Height: 60.25" (1530mm) Depth: 20" (508mm) Weight: 56 lbs. empty (25Kg) Color: Satellite Grey Fresh Water: 20 gal. (76L) Grey Water: 20 gal. (76L) Number of uses: 300+ (4 pumps - 2.1 fl oz. each) Large Unit Our 45 gal two station units have 650 uses. • Rugged Polyethylene Construction • No Bags / No Platters • 90 Gal. Capacity (45 gal. fresh 45 gal. waste) • Two Washing Stations • Towel Dispenser (single, double, tri-fold) • Trash Container • 43"L X 25"W X 47.5"H - 85 lbs • Skid Plate Bottom • Fresh Water Drain 2015 © The Outhouse Inc. Page 45 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com Summary of requested changes to Maintenance Worker job description: •Addition of "Obtain any other necessary/related training." Page 46 CURRENTPage 47 Page 48 Page 49 Page 50 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com Job Description Maintenance Worker Date Prepared: April 2, 2022 SUMMARY Under general supervision, performs a variety of unskilled and semi-skilled in the repair and maintenance of a variety of City infrastructure. Duties will vary greatly; performs related duties as assigned. ESSENTIAL FUNCTIONS Essential functions, as defined under the American with Disabilities Act, may include any of the following representative duties, knowledge, and skills. This is not a comprehensive listing of all functions and duties performed by the incumbents of this Job Description; employee may be assigned duties which are not listed below; reasonable accommodations will be made as required. The job description does not constitute an employment agreement and is subject to change at any time by the employer. Essential duties and responsibilities may include but are not limited to the following: •Maintain and repair tools and small equipment •Perform parts runs; as necessary •Maintain maintenance records •Attend various meetings •Participate in City special event setup and planning, as needed •Serves as NDPES liaison •Reviews bills and invoices from suppliers for accuracy •Prepares all reports required by City Administrator for Council review •Assists in the acquisition, supervision, and general direction of contractors •All other duties as assigned Facilities •Performs the maintenance and repair of all City facilities •HVAC, electrical, plumbing •Performs weekly custodial duties including indoors and outdoors as prescribed/ approved by the City Council or City Administrator Parks •Paint/stain buildings., benches, picnic tables and other park structures •Perform the cleaning and maintenance of park facilities, mix and perform pesticide, and fertilizer applications, inspect and maintain playgrounds and repairs, set watering schedules •Participate in the maintenance and repair of electrical, plumbing, irrigation systems, and equipment and maintain timers •Assists leaf removal in season RECOMMENDED Page 51 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com Public Works • Maintain and make minor repairs to City streets and landscapes. Seal cracks, clean culverts and ditches, clean storm and sanitary sewers and drains to prevent flooding, and backups and pollution; operate a variety of equipment and tools • Trim and remove weeds and trash from all City owned property and right of ways and apply herbicides and pesticides • Assist in the maintenance of sanitary sewer laterals and manholes • Respond to after hours emergencies; perform storm duty; set up signs and barricades and effectively close roads Solid Waste • Remove illegally dumped items and hazardous materials within the City • Assists in the planning e-waste/large item pick up days Snow Removal • Operate City owned light duty snow and ice removal equipment • Remove debris related to weather in a timely manner and with caution • Ready equipment for removal efforts by assuring proper operation of plow and providing adequate salt/brine • May require a twenty-four (24) "on-call" status for snow removal in accordance with City policy and procedures Right-of-Way • Repair and maintain street markers and signage • Remove storm damage debris and trash from the right-of-way and parkway properties • Perform public inspections of new residential driveways and residential sanitary sewer hookups • Perform locates for storm sewer and sanitary sewer • Remove, repair, and/or secure damaged equipment • Perform street sweeping, as prescribed by NDPES permit The Maintenance Worker receives supervision from the City Administrator/City Clerk or Deputy Clerk. The person occupying the position must possess working knowledge of infrastructure maintenance, including but not limited to concrete or asphalt work, and underground utility maintenance. Work activity includes frequent lifting of heavy objects of at least 40 pounds and ability to drive and operate light and heavy-duty equipment as required. The Maintenance Worker position is primarily an outdoor position that requires working in all types of weather conditions. Much of the work related to the position is performed in the public right-of- way or City maintained property. The position of Maintenance Worker requires the employees to be "on-call" 24/7/365. The job involves the ability to completely perform multiple duties and tasks in addition to specializing in a few select areas. Page 52 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 • (563) 355-2511 • www.riverdaleiowa.com Employees must often make decisions on their own on how to solve specific problems, situations or service delivery needs. Employees in this position must be willing to work effectively with residents, elected officials, and various contractors. As such, they must at times explain what they are doing and must manifest positive interpersonal skills. Safety is a fundamental element of day-to-day City operations, and every effort must be taken to ensure a safe and healthy working environment. All City employees are required to comply with those safety procedures. JOB REQUIREMENTS Knowledge • Knowledge of processes and techniques necessary to repair municipal infrastructure • Knowledge of operation of heavy and light duty vehicles • Knowledge of basic construction techniques • Knowledge of City safety policies and procedures • Knowledge of City right-of-way property • Knowledge in State of Iowa, Skills and Abilities • Must be able to lift forty (40) pounds and move it at least twenty (20) feet • The employee must be able to drive trucks, heavy equipment, and operate the technical equipment on these machines • Employee must possess and maintain an Iowa Class C license or equivalent; the employee must be insurable • Employee must demonstrate mechanical aptitude • Employee must be able read, write, and have the ability to learn technical knowledge regarding special equipment and machinery operated by the City • Must have the physical health and ability to function effectively in varied terrain (e.g. hilly, unpaved, in trenches, etc.) • Must have the ability and aptitude for working alone without supervision and for completing tasks and duties as assigned • Ability to sit, stand, and walk for extended periods of time is required • All employees are expected to practice safe work habits at all times • Obtain a Commercial Applicators' License with 18 months of start date • Obtain NDPES Certification within 18 months of start date • Obtain any other necessary/related training Page 53 © 2021 RSM US LLP. All Rights Reserved. YOUR RSM TEAM Page 54 © 2021 RSM US LLP. All Rights Reserved. Katie Barry Director, TAC Katie provides financial and compliance services to a variety of public sector entities. Katie has over 17 years of experience serving clients in the public sector. Since the beginning of her career, her focus has been on units of local governments, particularly school districts and municipalities. Her passion and expertise in the government arena led to her involvement in State of Illinois agencies, County, and special purpose districts. She has extensive knowledge in various Tax Increment Financing Districts, federally assisted programs and compliance with those programs. In addition to serving her clients, Katie has developed regional and national training for public sector clients. She enjoys researching and evaluating the impact of new accounting pronouncements and providing technical training. 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RSM's obligation to perform any services on behalf of INSERT CLIENT NAME is contingent upon the completion of RSM’s client acceptance procedures and the execution by both parties of a definitive agreement. Page 62 30 South Wacker Drive Suite 3300 Chicago, IL 60606 T +1 312 384 6000 F +1 312 634 3410 www.rsmus.com March 29, 2022 Kent Royster City Administrator City of Riverdale 110 Manor Drive Riverdale, Iowa 52722 STATEMENT OF WORK FOR TAX INCREMENT FINANCING DISTRICT PROJECT This Statement of Work dated March 29, 2022, is entered into by and between City of Riverdale (“Client,” “you” or “your”) and RSM US LLP, an Iowa limited liability partnership (“RSM,” “we,” “us” or “our”) pursuant to the Master Services Agreement dated March 29, 2022, all of the terms, conditions and limitations (the “Terms and Conditions”) of which are hereby incorporated herein by reference. A. Engagement Name Technical Accounting Consulting – Tax Increment Financing (TIF) District Project B. Services and Scope of Work We will provide the following technical accounting and advisory services for the Tax Increment Financing District for fiscal years ending 2017 through 2021: Description of Services Estimated Hours Low Estimated Hours High Engagement inititation and management (engagement kick - off, status meetings, follow-up questions) 4 8 Obtain understanding of TIF projects occurring in the TIF Fund 2 4 Review of TIF fund expenditure classification for 5 previous fiscal years 16 24 Review of General Fund and other fund expenditure classifications 8 14 Total Hours 30 50 Estimated Fees $9,000 $15,000 Key Scope and Assumptions: • Actual hours will be billed at 50% of standard billing rates – a blended rate was utilized for purposes of the fee estimate above, assuming the ability to leverage various team members. • Engagement management time and strategy implementation has been estimated at approximately 2 to 4 hours per week for 2 weeks. Engagement management and strategy implementation can be difficult to estimate and is largely affected by the overall duration of the engagement, responsiveness regarding requests, and extent of communication on a week-to-week basis. Page 63 City of Riverdale March 29, 2022 Page 2 of 7 • Client will designate an employee or employees within its senior management who will make or obtain all management decisions with respect to this Statement of Work on a timely basis. • Fees for services of this type are alw ays difficult to estimate. Our estimated fee assumes Client personnel are available for discussions as needed and all information, data, and responses to questions are provided timely. Scope is subject to increase if complexities arise or additional support requested from Client management. Our Responsibilities Our work will be to assist and advise you with your engagement; as stated below and for clarity, we will not, nor does Client desire us to, perform any management functions, make management decisions, or otherwise perform in a capacity equivalent to that of an employee or officer of Client. Our performance of services related to this engagement is dependent on Client providing us with accurate and timely information and assistance as we may reasonably require from time to time. We assume no responsibility and make no representation with respect to the accuracy or completeness of any information provided by and on behalf of Management. Client acknowledges that in the course of this engagement we may assist the client in the preparation of certain analysis and documentation. These analysis and documentation represent Client documents and not ours. The determination of the appropriate accounting treatment and/or financial statement presentation is the sole responsibility of management. We make no representation regarding the sufficiency of the work either for purposes for which this analysis or information has been requested or for any other purpose. Our observations and advice should not be taken as any form of concurrence, conclusion or opinion that we agree with or support the proposed accounting and reporting for matters subject to our services. Our role is one of facilitating management’s analysis as it reaches its own conclusions. The procedures to be performed will not constitute an audit, review, or compilation of the Client's financial statements or any part thereof, nor the external examination of management's assertions concerning the effectiveness of the Client's internal control systems or an examination of compliance with laws, regulations or other matters. Accordingly, our performance of the procedures will not result in the expression of an opinion or any other form of assurance on the Client's financial statements or any part thereof, nor an external opinion or any other form of assurance of the Client's internal control systems or its compliance with laws, regulations or other matters. C. Fees and Expenses Our fees, as shown above, for the services described in this Statement of Work will be based upon actual time and material at 50% off of our standard hourly rates. We estimate to incur approximately 30 to 50 hours resulting in fees ranging from $9,000 to $15,000. We will advise you when we are approaching the accumulation of $15,000 for approval of continued services under this Statement of Work. Page 64 City of Riverdale March 29, 2022 Page 3 of 7 Our current standard rates are as follows and may be subject to adjustment as our prevailing rates change from time to time: Title Standard Hourly Rate Discounted Hourly Rate Partner / Principal $785 $390 Senior Director $685 $345 Director $655 $330 Manager $535 $270 Supervisor $430 $215 Senior Associate $340 $170 Associate $225 $115 You acknowledge that this is our good faith estimate based upon our understanding of the engagement assumptions and the facts and circumstances we are aware of at this time. If the basis of our estimates is inaccurate, the fees and expenses may be different from those we each anticipate. We shall obtain your consent prior to incurring effort in excess of 10% of the above estimate. Fees for services of this type are always difficult to estimate. If circumstances are encountered that affect our ability to proceed according to the plan outlined above, such as major scope changes, loss of key Client personnel, unavailable information, or undetermined or requested scope changes during our scoping efforts, we will inform you promptly and seek your approval for any changes in scope, timing or fees that may result from such circumstances. In addition to our fees, you must pay (a) directly billed expenses, including report processing, travel, meals, fees and expenses for services from other professionals, and for services provided by our subcontractors, if used, as well as (b) a charge of five percent (5%) of fees for all other expenses, including indirect administrative expenses such as technology, research and library databases, communications, photocopying, postage and clerical assistance. The Fees quoted in this Statement of Work will remain valid for sixty (60) days from the date of issuance. D. Invoice Address Invoices for our services rendered pursuant to this Statement of Work shall be sent to: cityadmin@riverdaleia.org E. Client Acceptance of Work Our work will be subject to the acceptance provisions set forth in the Agreement . F. Staffing Katie Barry will be responsible for all services provided to Client pursuant to this Statement of Work. Other professionals at the necessary skill and experience level may be called upon to assist in the engagement as appropriate. While we will attempt to comply with your request for certain individuals, we retain the right to assign our personnel, as we deem appropriate, to perform the services. Page 65 City of Riverdale March 29, 2022 Page 4 of 7 You acknowledge and agree that we will use our affiliates located within and outside of the United States to assist us with the provisions of the Services, which will result in such affiliates having access to and/or receiving certain protected and/or confidential information of yours. G. Parties’ Understandings Concerning Situation Around COVID-19 RSM and Client acknowledge that, at the time of the execution of this Statement of Work, federal, state and local governments, both domestic and foreign, have restricted travel and/or the movement of its citizens due to the ongoing and evolving situation around COVID -19. In addition, like many organizations and companies in the United States and around the globe, RSM has restricte d its employees from travel and on-site work, whether at a client facility or RSM facility, to protect the health of both RSM’s and its clients’ employees. Accordingly, to the extent that any of the services described in this Statement of Work requires or relies on RSM or Client personnel to travel and/or perform work on-site, either at Client’s or RSM’s facilities, including, but not limited to, maintaining business operations and/or information technology infrastructure, RSM and Client acknowledge and agree that the performance of such work may be delayed and thus certain services described herein may need to be rescheduled and/or suspended at either RSM’s or Client’s sole discretion . Each party agrees to provide the other with prompt notice (email will be sufficient) in the event any of the services described herein will need to be rescheduled and/or suspended. The parties further acknowledge and agree that any delays or workarounds due to the situation surrounding COVID-19 may increase the cost of the services described herein; provided, however, RSM will obtain Client’s prior written approval (email will be sufficient) for any increase in the cost of the services resulting from the situation surrounding COVID - 19. Each party agrees that NEITHER PARTY, NOR THEIR PERSONNEL, WILL BE HELD RESPONSIBLE OR LIABLE TO THE OTHER PARTY FOR ANY LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, INTERRUPTION OR LOSS OF BUSINESS, OR ANY LOST PROFITS, REVENUE OR DATA, ARISING FROM OR RELATING TO DELAYS IN THE PERFORMANCE, OR THE NONPERFORMANCE, OF THE SERVICES DESCRIBED HEREIN DUE TO THE SITUATION SURROUNDING COVID-19. To the extent RSM agrees to provide any of the services described herein on -site, whether at RSM’s or Client’s facilities, Client hereby agrees (i) NEITHER RSM, NOR ANY OF ITS PERSONNEL, SHALL BE RESPONSIBLE OR LIABLE TO CLIENT, ITS PERSONNEL, OR ANY THIRD PARTY FOR ANY PERSONAL OR BODILY INJURY ARISING FROM OR RELATED TO COVID-19, INCLUDING, BUT NOT LIMITED TO, DEATH, OR ANY RESULTING LOSS OR DAMAGE T O CLIENT RELATED TO ANY SUCH INJURY, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE, AND DATA; and (ii) to indemnify, defend and hold RSM and its personnel harmless from and against any claims threatened or made by Client, its personnel, or any third party based upon any personal or bodily injury, including death, arising from or relating to exposure to COVID -19 through RSM’s personnel in connection with the services described herein. Page 66 City of Riverdale March 29, 2022 Page 5 of 7 H. Other Provisions Mutually Agreed to by the Parties Client acknowledges and agrees that any advice, information, deliverables, or work product (collectively, “Work”) provided to Client by RSM in connection with this engagement is for the sole benefit and use of Client. Therefore, Client shall not, without R SM’s prior written consent, publicly disclose: (i) RSM as the provider of the Work provided to Client hereunder, or (ii) the contents of any Work which provides attribution or reference to RSM in any manner. For the avoidance of doubt, Client may disclose the nature, content, and provider of the Work internally and with Client’s independent accountants, auditors, and legal counsel solely in their capacity and roles related to Client on a need - to-know basis in furtherance of Client’s internal business purpos es. In addition and without limiting the foregoing, it is understood that Client is not prohibited from disclosing the Work, or any portion thereof, with other third parties so long as the Work disclosed does not provide attribution or reference to RSM. If Client uses or discloses the Work to others in a manner other than that expressly permitted by this paragraph, Client agrees to hold RSM harmless from any and all claims asserted against RSM as a result of such unauthorized release of the Work. In connection with the performance of these services, Client agrees to make all management decisions and perform all management functions; designate an individual who possesses suitable skills, knowledge and/or experience, preferably within senior management, to ov ersee such services; evaluate the adequacy and results of the services performed; accept responsibility for the results of the services; and establish and maintain internal controls, including monitoring ongoing activities. We will not perform any management functions, make management decisions, or otherwise perform in a capacity equivalent to that of an employee or officer of Client. If circumstances arise relating to the availability of sufficient, competent evidence or information which, in our professional judgment, prevents us from completing any Statement of Work, we retain the unilateral right to take any reasonable course of action permitted to us, including but not limited to terminating this Statement of Work. Client agrees to allow RSM to utilize a Client's name, trademark or service mark in a client list that it provides to individual existing or prospective clients for marketing purposes or proposal response. The preceding provisions in Section H shall survive termination or cancellation of this Statement of Work. Page 67 City of Riverdale March 29, 2022 Page 6 of 7 By the signatures of their duly authorized representatives below, RSM and Client, intending to be legally bound, agree to all of the provisions of this Statement of Work as of the date set forth above. AGREED TO AND ACKNOWLEDGED BY: RSM US LLP City of Riverdale By: DO NOT EXECUTE By: DO NOT EXECUTE Katie Barry, Director Kent Royster, City Administrator Date: DO NOT EXECUTE Date: DO NOT EXECUTE 4/6/2022 2:33 PM Options to return signed contract: 1. DocuSign 2. Email: CMTAcceptance@rsmus.com 3. Fax: 877 281 9587 4. Mail: RSM US LLP, Attn: Client Resource Center, 201 First Street SE, Suite 800, Cedar Rapids, IA 52401 5. Page 68 City of Riverdale March 29, 2022 Page 7 of 7 Proposal Disclaimer This document including any appendices is the response (the “Response”) by RSM to an informal request for proposal issued by Client. The information provided in this Response is confidential information of and proprietary to RSM and is being furnished with the understanding that Client shall keep such information confidential. Without limiting the foregoing, the information provided in this Response must not be used for any purpose other than determining whether Client wishes to proceed to enter into an agreemen t with RSM to undertake the work described in this Response. This Response and the information contained in it is for the sole use and benefit of Client and may not be disclosed to any person other than an employee or advisor (legal or accounting only) of Client who requires the information in order to carry out this evaluation. This Response is not meant to constitute a formal offer, acceptance or contract by RSM. Acceptance by Client of this Response does not create a binding contract between Client and RSM. RSM’s obligation to perform any services is contingent upon the execution by both parties of a definitive agreement. In preparing this Response, RSM has relied on the material set out by Client and has not had access to any other material or information concerning Client or its requirements. RSM has not sought to independently confirm the completeness or accuracy of the information and will not be responsible for any omission or misrepresentation in its Response arising out of reliance on such informat ion. This Response is an initial response only. RSM does not warrant or make representations in respect to the accuracy or completeness of this Response. Client should not rely on any matter set out in this Response that is not subsequently included in any contract between RSM and Client. This Response contains general information, may be based on authorities that are subject to change, and is not a substitute for professional advice or services. This document does not constitute audit, tax, consulting, business, financial, investment, legal or other professional advice, and you should consult a qualified professional advisor before taking any action based on the information herein. RSM, its affiliates and related entities are not responsible for any loss resulting from or relating to reliance on this document by any person. Page 69 30 South Wacker Drive Suite 3300 Chicago, IL 60606 T +1 312 384 6000 F +1 312 634 3410 www.rsmus.com March 29, 2022 Kent Royster City Administrator City of Riverdale 110 Manor Drive Riverdale, Iowa 52722 Dear Kent: Thank you for considering RSM US LLP to assist with the consulting needs of City of Riverdale. After your review, we ask that you please sign the Master Services Agreement. We look forward to working with you on your consulting needs. Sincerely, Katie Barry Director RSM US LLP 312 634 4415 Enclosures: Master Services Agreement Exhibit I, Microsoft Product Rider Exhibit II, ServiceNow Product Rider Master Services Agreement—Consulting Services 10-26-2021 Page 70 City of Riverdale March 29, 2022 Page 2 of 36 Master Services Agreement—Consulting Services 10-26-2021 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (“Agreement”) is made as of the date of March 29, 2022, (“Effective Date”) by and between RSM US LLP, an Iowa limited liability partnership, with an office at 30 South Wacker Drive, Suite 3300, Chicago, IL 60606 (“RSM,” “we,” “us” or “our”) and City of Riverdale, with an office at 110 Manor Drive, Riverdale, Iowa 52722 (“Client,” “you” or “your”). This Agreement will serve as the master agreement for the provision of all Services (defined below) to Client by RSM during the Term (defined below). RSM and Client are also individually referred to herein as a “Party” and together as the “Parties.” This Agreement includes the “Terms and Conditions” below, all Statements of Work incorporating the terms of this Agreement, and any exhibits, policies, schedules, and/or other documents expressly incorporated herein by reference. TERMS AND CONDITIONS 1. The Services 1.1. Scope. Statement(s) of Work. RSM will furnish to Client the services described in separately executed statements of work which incorporate the terms of this Agreement (“Statement(s) of Work”). Each Statement of Work will specify: (i) the specific services to be furnished by RSM (“Services”); (ii) the client-specific deliverables, if any (the “Client Deliverables”); (iii) a description of features and specifications of the Client Deliverables; (iv) a description of any actions, input, or obligations of Client upon which RSM’s performance of the Services is dependent; (v) a mutually agreed upon performance schedule relating to such Services; (vi) the applicable Fees (as defined in Section 3.1) and payment terms related thereto; (vii) applicable acceptance testing and criteria; and (viii) any other applicable terms and conditions. In each Statement of Work, each Party will designate a principal point of contact between the Parties for all matters relating to the Services provided under such Statement of Work (the “Project Manager/Lead”). Conflict in Terms. In the event of a conflict between the terms and conditions set forth herein and a term set forth in any other document (including a Statement of Work, exhibit, purchase order, invoice, or check), the terms and conditions set forth herein control unless otherwise specifically agreed upon by the Parties in such other document executed by the Parties. 1.2. Timetable. Each Party will use commercially reasonable efforts to adhere to the timetable set forth in the applicable Statement of Work. Each Party will promptly notify the other Party of any circumstances that it becomes aware may reasonably lead to a material delay. 1.3. Change Orders. Client may request, or RSM may recommend, additional services or modifications to the Services set forth in a Statement of Work by delivering a written change order request to the other Party. RSM will determine the cost and/or schedule impact, if any, of the requested or recommended change, and memorialize this in a written proposal delivered to Client (“Change Order”). Each Change Order will be effective when signed by both Parties. RSM will not be obligated to perform the requested changes unless: (i) the Parties agree on the terms of a Change Order; and (ii) the applicable Change Order has been executed by the Parties. Notwithstanding the requirement for signature in Page 71 City of Riverdale March 29, 2022 Page 3 of 36 Master Services Agreement—Consulting Services 10-26-2021 this paragraph, Change Orders communicated by email correspondence will be deemed effective if: (i) the communication clearly references that the message is intended to constitute a Change Order; and (ii) the communication is clearly and unequivocally confirmed by individuals in writing or via email with the authority to execute a written Change Order for each Party. Significant additional projects will be the subject of mutually agreed, separately executed Statements of Work. 1.4. Use of Subcontractors. RSM may, in its sole discretion, use its Affiliates (as defined in Section 1.6) or qualified third parties (“Third-Party Contractor(s)”), located within or outside of the United States, to assist RSM in connection with the provision of the Services. In addition, RSM may arrange for one or more of the member firms of the RSM International network to provide services to Client outside of the United States. Each member of the RSM International network (an “RSM Network Firm”) is an independent accounting and advisory firm each of which practices in its own right. The RSM International network is administered by RSM International Limited, a company registered in England and Wales (company number 4040598), and is not itself a separate legal entity of any description in any jurisdiction. Third-Party Contractors, Affiliates of RSM, and RSM Network Firms are collectively referred to herein as “Subcontractors”. RSM will be responsible to Client for the performance of its Affiliates, RSM Network Firms, and any Third-Party Contractors solely as related to their services performed under this Agreement subject to all limitations and disclaimers set forth herein. Client, on behalf of itself and each Client Affiliate, agrees that it will not bring any claims against an Affiliate of RSM for matters solely arising from or related to the services provided by such Affiliate under this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall be construed to create the relationship of principal and agent, employer and employee, partners, or joint venturers between RSM and any Third-Party Contractor or RSM Network Firm. FOR PURPOSES OF SECTION 7.6 (LIMITATION OF LIABILITY) OF THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF THE RSM PARTIES (AS SUCH TERM IS DEFINED IN SECTION 5.4.3 BELOW TO INCLUDE, AMONG OTHERS, RSM NETWORK FIRMS AND THIRD-PARTY CONTRACTORS), WITH RESPECT TO CLAIMS ARISING FROM LOCAL COUNTRY SERVICES PERFORMED BY A THIRD-PARTY CONTRACTOR OR AN RSM NETWORK FIRM, REGARDLESS OF THE CIRCUMSTANCES OR NATURE OR TYPE OF CLAIM, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM SUCH ENTITY’S NEGLIGENCE OR BREACH OF CONTRACT OR WARRANTY, OR RELATING TO OR ARISING FROM A GOVERNMENT, REGULATORY OR ENFORCEMENT ACTION, INVESTIGATION, PROCEEDING, OR FINE, WILL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO SUCH ENTITY FOR ITS LOCAL COUNTRY SERVICES UNDER THE APPLICABLE STATEMENT OF WORK GIVING RISE TO THE LIABILITY. RSM may share Confidential Information (as defined in Section 9.2), with Subcontractors on the same basis as RSM would be permitted to share information with RSM employees; provided that such recipients are bound by written obligations of confidentiality that are as protective of Client Confidential Information as the Page 72 City of Riverdale March 29, 2022 Page 4 of 36 Master Services Agreement—Consulting Services 10-26-2021 confidentiality terms set forth herein. Client acknowledges and agrees that: (i) RSM’s use of Subcontractors may involve the processing, input, disclosure, movement, transfer, and storage of Client data, including Personal Information (as defined in Section 9.11), outside of the RSM technology infrastructure; and (ii) an RSM Network Firm may also share with RSM any work product, time, and billing information, or any other information concerning Client or its Affiliates reasonably necessary for RSM to perform the Services. 1.5. Client Responsibilities. Client shall be responsible for cooperating with RSM in its provision of the Services as set forth in each Statement of Work. Without limiting the generality of the foregoing, in connection with the performance of the Services, Client shall: 1.5.1.1. assign a Client Project Manager for each specific Statement of Work who possesses suitable skills, knowledge and experience to oversee the Services and is granted sufficient authority from Client to make decisions regarding the Services in a timely manner, and maintain an appropriate level of skilled staffing to undertake the Client responsibilities contemplated by a Statement of Work, including appropriate staffing levels to accept responsibility for system operations following completion of systems implementation services and transition to Client management of such systems; 1.5.1.2. evaluate the adequacy and results of the Services in accordance with the timetable(s) set forth in the applicable Statement(s) of Work, and with the acceptance testing process specified therein, or as provided in Section 2, if not specified in the applicable Statement(s) of Work, subject to any warranty obligations contained herein; 1.5.1.3. ensure that Client’s Project Manager and other appropriate personnel shall participate in regular project status and assessment meetings with the RSM Project Manager or other RSM designee, and if applicable, in accordance with a schedule specified in the applicable Statement of Work; 1.5.1.4. provide or assist in gaining access to personnel, staff, premises, computer systems, and applications as reasonably required by RSM to perform the Services; 1.5.1.5. make all management decisions and perform all management functions, including retaining all authority and responsibility for making any decisions based upon RSM’s advice; 1.5.1.6. accept responsibility for the results of the Services; and 1.5.1.7. establish and maintain internal controls, including monitoring ongoing activities. RSM will not perform any management functions, make management decisions, and, except as explicitly provided in an applicable Statement of Work, perform in a capacity equivalent to that of Client’s personnel. For any internal audit or Sarbanes-Oxley Act related services, Client’s management acknowledges its responsibility for: (i) establishing and maintaining effective internal control over financial reporting and safeguarding assets; (ii) identifying and ensuring that Client complies with the requirements of the Sarbanes- Oxley Act and other Laws applicable to Client’s activities; (iii) informing RSM of all significant deficiencies and material weaknesses in internal controls of which Client has knowledge; and (iv) Page 73 City of Riverdale March 29, 2022 Page 5 of 36 Master Services Agreement—Consulting Services 10-26-2021 making all financial records and related information, including existing internal control documentation and management’s evaluation of design and operating effectiveness, available to RSM. 1.6. Affiliates. This Agreement may be extended to any Affiliate of Client that executes a Statement of Work agreeing to be bound by the terms and conditions of this Agreement; in which case, for purposes of such Statement of Work, the term “Client” as used in this Agreement shall include the Affiliate of Client that executes such Statement of Work (a “Participating Affiliate”). Notwithstanding anything stated to the contrary, neither this Agreement, nor any Statement of Work, will create any client relationship between RSM and any person or entity other than a Participating Affiliate. The term “Affiliate” as used herein means any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a Party to this Agreement. For the purposes of this Section 1.6, “control” means: (i) in the case of corporate entities, (a) direct or indirect ownership of greater than fifty percent (50%) of the stock or shares entitled to vote for the election of the board of directors or other governing body of the entity, or (b) in control of more than fifty percent (50%) of the operating assets used in the business of an entity; and (ii) in the case of non-corporate entities, direct or indirect ownership of greater than fifty percent (50%) of the equity interest. 1.7. Provision of Certain Services Outside of the United States by RSM Network Firm(s). Client Affiliate and the relevant RSM Network Firm shall execute a mutually agreed upon local services agreement where provision of Services to an Affiliate of Client by an RSM Network Firm: (i) are to be directly billed between an RSM Network Firm(s) and a Client Affiliate(s); (ii) require the transfer of confidential, personal, or similar sensitive information subject to legal requirements of a local country; (iii) require the acknowledgement of regulatory terms unique to the provision of Services in a specific jurisdiction; or (iv) in the reasonable judgment of RSM, an RSM Network Firm, Client, or a Client Affiliate requires the execution of a local services agreement between an RSM Network Firm(s) and a Client Affiliate(s) (an “RSM Network Firm Local Services Agreement”). The RSM Network Firm Local Services Agreement shall not modify the terms of this Agreement. Except as provided by this Agreement, RSM shall have no liability or obligations to Client (or any of its Affiliates) under an RSM Network Firm Local Services Agreement executed by a Client Affiliate and another RSM Network Firm, and Client shall have no liability or obligations to RSM under any such agreement. 1.8. Access to Client Network. In providing the Services, RSM may from time to time need to test, access, or use the Client’s systems, applications, or hardware (collectively, “Client Network”). Client shall provide RSM in advance of the commencement of the affected Services with a copy of Client’s safety, security, and facilities policies which are applicable to the use of, and access to, the Client Network and RSM shall use commercially reasonable efforts to abide by such communicated policies as appropriate under the circumstances. If compliance with such policies will prevent or impair RSM from performing the Services or its obligations under this Agreement, the Parties shall work in good faith to develop reasonable exceptions to such policies. If such exceptions cannot be agreed upon, the applicable Page 74 City of Riverdale March 29, 2022 Page 6 of 36 Master Services Agreement—Consulting Services 10-26-2021 Statement(s) of Work will be modified to excuse RSM’s performance of the affected Services. If RSM’s adherence to Client’s policies increases RSM’s costs of providing the Services, RSM shall notify Client of the foregoing and Client shall pay RSM for the increased costs associated with adherence to such policies. 2. Acceptance Testing 2.1. Acceptance Tests. If applicable, upon delivery by RSM of the Client Deliverable, Client shall be responsible for conducting acceptance tests to verify that such Client Deliverable substantially conforms to the specifications set forth in the applicable Statement of Work. Client acknowledges and agrees that the development, implementation and integration of business software systems is inherently not error-free and that corrections, “bugs” and defects arising prior to or subsequent to deployment are common. Unless otherwise specified in a Statement of Work, the acceptance testing process shall be subject to the process set forth in this Section 2. Acceptance of the Client Deliverable by Client shall not unreasonably be withheld and will be deemed to occur on the earlier of the following: (i) Client uses the Client Deliverable or any part or component thereof for purposes other than acceptance testing; (ii) fifteen (15) days have elapsed from the date of delivery or installation without Client having provided RSM written notice of a failure of the Client Deliverable to conform to the specifications set forth in the Statement of Work (such fifteen-day (15-day) period constituting the “Initial Test Period”); or (iii) Client has notified RSM in writing that it has accepted the Client Deliverable. 2.2. Notice of Nonconformities. If Client discovers a failure of a Client Deliverable to conform to the applicable specifications set forth in the Statement of Work (a “Nonconformity”), Client will deliver a written notice to RSM describing each Nonconformity in reasonable detail (a “Nonconformity Notice”) to RSM on or before the expiration of the Initial Test Period. 2.3. Corrective Action. To the extent caused by RSM’s errors or omissions, RSM will correct the Nonconformities specified in the Nonconformity Notice at no additional cost to Client. In all other cases, RSM shall correct such Nonconformities on a time and material basis at RSM’s then current hourly rates or as otherwise agreed upon by the Parties in the applicable Statement of Work. To the extent a Nonconformity arises from the underlying design, operation, performance, or scalability of a Third- Party Product (as defined in Section 5.1), RSM will use commercially reasonable efforts to work with the Licensor (as defined in Section 5.3) of such Third-Party Product to assist in Licensor’s resolution of the Nonconformity. After RSM and/or Licensor, as the case may be, makes such corrections to the nonconforming Client Deliverable and makes such Client Deliverable available to Client for acceptance, Client will have five (5) business days to retest such Client Deliverable. If any Nonconformities remain, the process stated above will be repeated unless the Parties mutually agree otherwise at such time. 3. Compensation 3.1. Fees. Unless otherwise agreed upon in the applicable Statement of Work, fees for the Services described in the applicable Statement of Work will be based upon actual time incurred performing the Services (“Fees”), plus travel time at RSM’s standard rates in effect at the time the Services are rendered. 3.2. Expenses. In addition to RSM’s Fees, RSM will be entitled to reimbursement of its reasonable expenses incurred in connection with Page 75 City of Riverdale March 29, 2022 Page 7 of 36 Master Services Agreement—Consulting Services 10-26-2021 the performance of the Services under a Statement of Work. Accordingly, Client will be invoiced for: (i) direct expenses, including, as applicable, amounts attributable to travel, meals, and services provided by RSM’s Subcontractors; and (ii) to the extent specified in the applicable Statement of Work, a charge based upon a percentage of Fees for indirect administrative expenses (collectively, “Expenses”). Expenses will be detailed in RSM’s invoices. Upon Client’s written request, RSM will provide documentation of its travel expenses. 3.3. Taxes. The Fees set forth herein are exclusive of taxes. Client is responsible for, and agrees to pay, all sales, use, value added, personal property, federal goods and services, applicable provincial and harmonized sales taxes, and similar taxes, tariffs, or government charges related to the Services, excepting (i) taxes based on the income of RSM, and (ii) those taxes for which Client is tax exempt (collectively, “Taxes”). In the event Client claims tax exempt status, Client shall provide RSM with sufficient documentation evidencing Client’s tax exempt status. 3.4. Payment. RSM will submit invoices to Client for its Fees, Expenses and Taxes as specified in the applicable Statement of Work . RSM at its discretion may invoice Client as RSM US LLP or from one of its Affiliates. Unless otherwise specified in the applicable Statement of Work, such invoices will be due and payable within thirty (30) days of Client’s receipt of the invoice. RSM will use commercially reasonable efforts to include all Expenses and Taxes on its invoices on a timely basis, but Client acknowledges and agrees that certain Expenses and Taxes may not appear upon the same invoice on which the related Fees appear. 3.5. Disputes and Remedies. If Client objects to any portion of an invoice, Client will provide written notice of its objection to RSM within ten (10) days of the date Client receives the applicable invoice, including a detailed description of the basis for Client’s contention that any invoiced amounts are incorrect and any applicable supporting documentation. Client will be responsible for payment of the portion of the invoice that is not in dispute within thirty (30) days of the date Client received the applicable invoice. If Client and RSM cannot resolve the disputed amounts within ten (10) days thereafter, the dispute shall be escalated to the senior management of each Party, who shall engage in good faith efforts to promptly resolve such dispute. If it is determined by the Parties that Client owes all or part of any amount subject to dispute, Client shall remit such amount to RSM within five (5) days of such determination. RSM reserves the right to charge a late fee (not to exceed the maximum amount permitted by law) on any undisputed amount invoiced that is not paid within thirty (30) days of the invoice date. In the event that Client fails to pay any undisputed invoiced amounts within thirty (30) days of their due date, upon written notice to Client, RSM shall have the right to suspend or terminate its Services under any and all outstanding Statements of Work until such time as Client pays such undisputed amounts invoiced in full. RSM will not be liable for any resulting loss, damage, or expense connected with such suspension or termination including, but not limited to, any loss of information or data stored on a Third-Party Product. The foregoing provisions do not limit RSM from pursuing any other rights available at Law or in equity and are in addition to, not in lieu of, RSM’s termination rights under Section 8 Page 76 City of Riverdale March 29, 2022 Page 8 of 36 Master Services Agreement—Consulting Services 10-26-2021 and/or under the applicable Statement(s) of Work. 4. Use and Ownership 4.1. Client Software and Materials. Client will supply to RSM certain content and materials as specified in the applicable Statement(s) of Work (“Client Materials”) as necessary to enable RSM to perform the Services. Client will retain ownership of Client Materials. Client hereby grants to RSM solely for the purposes of providing Services hereunder a non-exclusive, non-transferable right to use, modify, and copy for archival purposes the Client Materials, including any Client Materials which are software (“Client Software”) to the extent permitted by Client’s license(s) with any third-party licensor of such Client Software. To the extent necessary to perform the Services set forth in an applicable Statement of Work, Client shall, at no cost to RSM, provide RSM with access to Client’s Software in the form in use by Client. Subject to the terms set forth herein, RSM may grant its Subcontractors the right to access , use, modify, and store the Client Materials as necessary to perform the Services. 4.2. RSM Work Product. “RSM Work Product” means any work product authored, prepared, developed or created in connection with the Services, including, but not limited to: (i) modifications, improvements or enhancements to Client Software and Third-Party Products; (ii) documentation, reports, advice, presentations, analyses, recommendations or similar communications, training materials, computer media, and other tangible material; and (iii) ideas, concepts, know-how, and techniques related thereto. 4.3. RSM Information. RSM reserves all rights in and to all RSM Work Product, along with all material owned or licensed by RSM, and all material authored, created, developed or purchased by RSM (or any third party under contract to RSM) independent of the Services provided hereunder, including without limitation, trademarks, service marks, copyrights, trade secrets, know-how, software, software architecture, software design, generic programming codes, and segments (including reusable code, scripts and applets), methodologies, flowcharts, templates, specifications, tools, notes, programming techniques, routines, reusable objects, and similar materials, and any derivative works thereof and improvements, enhancements, and modifications thereto created in the course of performing the Services hereunder (collectively referred to herein as “RSM Proprietary Material” and together with RSM Work Product, referred to herein as the “RSM Information”). Except for Client license rights explicitly granted herein, all right, title, copyright and interest in the RSM Information will be, and shall remain, the sole and exclusive property of RSM. 4.4. License to Client Deliverables and RSM Information. Subject to the limitations set forth herein, upon final payment for the Services in connection with an applicable Statement of Work, Client shall have a perpetual, nontransferable (except as permitted under Section 11.1), royalty-free, worldwide license, without the right to grant sublicenses (except that Client may grant sublicenses to its Participating Affiliates consistent with the license restrictions and limitations set forth herein), to use, copy and modify the Client Deliverables delivered by RSM thereunder, including the RSM Information incorporated therein or provided therewith: (i) solely for the purpose of using such materials in Client’s internal business; and (ii) in accordance with any limitations and restrictions set forth in Page 77 City of Riverdale March 29, 2022 Page 9 of 36 Master Services Agreement—Consulting Services 10-26-2021 Client’s licenses with third parties. Unless otherwise specified by RSM in the applicable Statement of Work, this license to RSM Information does not entitle Client to any updates, upgrades, or new versions of the RSM Information or any related support or services. 4.5. Additional Client License and Use Rights. Client may provide third parties, including independent contractors, that it retains to host, maintain or otherwise provide services to Client in connection with its information technology, software or systems (collectively, “Authorized User(s)”) access to, and the right to use, the Client Deliverables, as well as, any RSM Information incorporated therein or provided therewith, but solely in furtherance of Client’s use of the Client Deliverables and solely for the benefit of Client; provided, however, that prior to Client granting such Authorized Users access to, or use of, any RSM Information for the purposes set forth herein, Client shall enter into written obligations of confidentiality with such Authorized Users at least as restrictive as those contained in this Agreement and which restrict such Authorized Users from using for their benefit, or disclosing to any other person or entity, any RSM Information except as required by Law or as expressly permitted under this Agreement. Client will be responsible for any unauthorized access to, or use or disclosure of, RSM Information by Client or its Affiliates or Authorized Users, or any of their respective employees, contractors, officers, directors, agents or representatives. Notwithstanding anything stated to the contrary herein, no Authorized Users shall be granted access to, nor be allowed to use, any of RSM’s project management tools, such as, an RSM SharePoint site, without RSM’s express written consent. Except as set forth in a Statement of Work or otherwise permitted in this Agreement, Client may not reuse, resell or disclose RSM Information to any third party. Further, Client is expressly prohibited from disaggregating RSM Information from the Client Deliverables for purposes of use other than in connection with the Client Deliverables. 4.6. Notwithstanding anything stated to the contrary in this Agreement, as between RSM and Client, any information, data or material provided by Client to RSM in connection with the Services hereunder shall remain, and is, the sole and exclusive property of Client. 4.7. Non-Exclusivity. Nothing in this Agreement shall preclude RSM from developing, marketing, licensing or selling for itself, or for others, software, templates, generic programming codes and segments (including reusable code, scripts and applets), methodologies, tools, know-how, notes, programming techniques, routines, reusable objects, software architecture and similar materials that are the same, similar to, or competitive with the Services or Client Deliverables provided hereunder, subject only to the confidentiality obligations set forth herein. Client shall not have any right by virtue of this Agreement to the income or proceeds derived by RSM therefrom. 4.8. No Implied Licenses or Transfer of Ownership. All rights not expressly granted herein shall remain the sole and exclusive property of RSM. 4.9. Sole Benefit and Use. Client acknowledges and agrees that any advice, information, RSM Work Product, RSM Proprietary Material, or Client Deliverables provided to Client by RSM in connection with this Agreement is for the sole benefit and use of Client and (except (i) as expressly permitted by the applicable Statement of Work or Section 4.5, or Page 78 City of Riverdale March 29, 2022 Page 10 of 36 Master Services Agreement—Consulting Services 10-26-2021 (ii) for provision to Client’s regulators, auditors and advisors in the ordinary course of business as necessary) may not be made available to or relied upon or used by any third party unless Client first obtains from such third party and provides to RSM an executed non-reliance and release letter substantially in RSM’s form with respect to such disclosed advice, information, RSM Work Product, RSM Proprietary Material, or Client Deliverables. If contemplated by the applicable Statement of Work, upon Client’s written request, RSM will promptly provide copies of its applicable work papers to Client’s regulators. In no event will RSM’s advice, information, work product, Client Deliverables, or any RSM Proprietary Material be referred to or quoted, in whole or in part, in any registration statement, prospectus, public filing, loan agreement or other document. 5. Third-Party Products 5.1. RSM may: (i) resell to Client or purchase on behalf of Client (with Client’s prior approval); (ii) recommend or specify as part of the Services that Client use, purchase, license and/or subscribe to; (iii) provide Services to Client using; and/or (iv) provide Services to Client related to its use and/or implementation of, certain third-party hardware, software, software services, managed services (including, but not limited to, web hosting, data security, data back-up, email security, or similar services subject to direct end- user or subscription agreements), applications, equipment, or products (collectively, “Third-Party Products” and each individually a “Third-Party Product,” and as applicable, a “Third-Party Hardware Product”). Any Third-Party Products being purchased or licensed through RSM or one of its Affiliates will be identified in the applicable Statement of Work, Change Order, or purchase order. 5.2. Subcontracting through an RSM Affiliate. RSM may subcontract to an RSM Affiliate (each an “RSM Product Sales Affiliate”) the purchase or resale of a Third-Party Product. RSM shall be responsible for the acts, omissions and obligations of such Affiliates as they relate to the subject matter of this Agreement subject to all limitations and disclaimers set forth in this Agreement. 5.3. Revenue Share. To the extent permitted by applicable Laws, regulations, and professional and ethical standards, Client acknowledges and understands that RSM or its Affiliates may receive compensation in the form of a commission, resale margin, or revenue share in connection with the purchase, referral, or resale of certain Third-Party Products, or in connection with being designated as Client’s “partner of record” (or similar designation) with a licensor, manufacturer or owner (collectively referred to herein as “Licensor”) of a Third-Party Product. 5.4. Disclaimers and Client Acknowledgements. Client acknowledges and agrees that RSM’s recommendation or specification of a Third-Party Product is intended to be used only as a guideline and that the selection of, and decision to use, such Third-Party Product is Client’s solely. Client further acknowledges and agrees that the actual operation, performance, availability, and scalability of a Third-Party Product may vary based on such factors as final configuration and changes in, or Client’s failure to meet, infrastructure requirements or specifications. The terms of use and service of a Third- Party Product will be subject to and governed by the applicable end-user license, end-user subscription agreement, or other end-user Page 79 City of Riverdale March 29, 2022 Page 11 of 36 Master Services Agreement—Consulting Services 10-26-2021 agreement (collectively, “EULA(s)”) for such Third-Party Product. Client acknowledges that its or an RSM Party’s use of a Third-Party Product will involve the processing, input, disclosure, movement, transfer, and storage of Client’s data within the Third-Party Product’s infrastructure and not RSM’s, and that the terms of use and service set forth in the EULA, including, but not limited to, applicable Laws, for such Third-Party Product will govern all obligations of the Licensor relating to data privacy, storage, recovery, security, and processing within such Third-Party Product’s infrastructure, as well as, the service levels associated with such Third-Party Product. NEITHER RSM, NOR ANY OF ITS PARTNERS, PRINCIPALS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, AFFILIATES, SUBSIDIARIES, AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “RSM PARTIES” AND EACH INDIVIDUALLY, AN “RSM PARTY”), MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING ANY THIRD-PARTY PRODUCT. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT ITS OR AN RSM PARTY’S USE OF A THIRD-PARTY PRODUCT IS AT CLIENT’S SOLE RISK AND THAT THIRD- PARTY PRODUCTS ARE RECOMMENDED, USED, AND/OR SUPPLIED BY THE RSM PARTIES “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND FROM THE RSM PARTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON- INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING OR USAGE OF TRADE. Client agrees to observe the terms of any applicable EULA and Client shall be fully responsible with respect to Client’s improper use of a Third-Party Product or violation of the applicable EULA. Client’s remedies with respect to a Third-Party Product will be limited to whatever recourse may be available against the Licensor thereof and are subject to all restrictions and limitations contained in the EULA. Without limiting the generality of the foregoing, if a Statement of Work or Change Order provides for RSM to provide support, configuration, implementation, installation, or deployment services relating to a Third-Party Product, any warranties of RSM relate to and are applicable to RSM’s Services only, and not to such Third-Party Product. The underlying design, operation, performance, availability, and scalability of, and all warranties applicable to, a Third-Party Product shall be governed exclusively by the Licensor’s EULA, and no RSM Party shall have any liability for the foregoing. Client understands and agrees that the ability of RSM and an RSM Product Sales Affiliate to obtain Third-Party Products may be subject to availability and delays due to causes beyond their control and that no RSM Party shall be liable to Client for such delays or lack of availability with respect to a specific Third-Party Product. In the event a Statement of Work, Change Order, or purchase order relates to a “Microsoft Product” (as such terms are defined in Exhibit I attached hereto), as between RSM and Client, the terms set forth in the “Microsoft Product Rider” attached hereto as Exhibit I shall apply to such Microsoft Product and supplement the terms set forth in this Section 5. In the event the terms set forth in Exhibit I (Microsoft Product Rider) conflict with the terms set forth in the main body of this Agreement or any exhibits, policies, Page 80 City of Riverdale March 29, 2022 Page 12 of 36 Master Services Agreement—Consulting Services 10-26-2021 schedules, or other documents incorporated herein, the provisions set forth in Exhibit I (Microsoft Product Rider) shall prevail with respect to the Microsoft Product. Client hereby accepts and agrees to adhere to and be bound by, and acknowledges that it has reviewed or had an opportunity to review, Exhibit I (Microsoft Product Rider), including all Microsoft agreements referenced or incorporated therein. All capitalized terms set forth in this Section 5.4.6 which are not otherwise defined in the main body of this Agreement are defined in Exhibit I (Microsoft Product Rider). In the event a Statement of Work, Change Order, or purchase order relates to a “ServiceNow Product” (as such term is defined in Exhibit II attached hereto), as between RSM and Client, the terms set forth in the “ServiceNow Product Rider” attached hereto as Exhibit II shall apply to such ServiceNow Product and supplement the terms set forth in this Section 5. In the event the terms set forth in Exhibit II (ServiceNow Product Rider) conflict with the terms set forth in the main body of this Agreement or any exhibits, policies, schedules, or other documents incorporated herein, the provisions set forth in Exhibit II (ServiceNow Product Rider) shall prevail with respect to the ServiceNow Product. Client hereby accepts and agrees to adhere to and be bound by, and acknowledges that it has reviewed or had an opportunity to review, Exhibit II (ServiceNow Product Rider), including any ServiceNow agreements referenced or incorporated therein. All capitalized terms set forth in this Section 5.4.7 which are not otherwise defined in the main body of this Agreement are defined in Exhibit II (ServiceNow Product Rider). Client acknowledges that its or an RSM Party’s use of a Third-Party Product may be subject to limitations, delays, interruptions, errors, and other problems which are beyond RSM’s control, including, without limitation, an internet outage or lack of availability related to updates, upgrades, patches, fixes, or maintenance. No RSM Party shall be responsible or liable for any delays, delivery failures, or other losses or damages resulting from such problems. Nor shall any RSM Party be held responsible or liable for any loss, or unauthorized use or disclosure, of any Client-provided data or information resulting from Client’s or an RSM Party’s use of a Third-Party Product. 5.5. Payment. The applicable Statement of Work, Change Order, or purchase order shall include the pricing for any Third-Party Products that will be purchased or licensed thereunder. Unless otherwise set forth in the Statement of Work, Change Order, or purchase order, Client shall be responsible for payment of all freight charges associated with the shipment of Third- Party Hardware Products from the Licensor or RSM, as the case may be, to the Client facility. 5.6. Shipment/Risk of Loss of Third-Party Hardware Products. Unless otherwise set forth in a Statement of Work, Change Order, or purchase order, all prices shown for Third-Party Hardware Products are FOB Licensor’s facility. All transportation, freight, rigging, drayage, insurance and other costs of delivery of Third- Party Hardware Products to the Client facility will be paid by Client. Risk of loss shall pass to Client upon shipment. Unless Client specifies shipping instructions, RSM shall select a common carrier on Client’s behalf and shall arrange for delivery of the Third-Party Hardware Products to the Client facility. 5.7. Title to Third-Party Hardware Products/Security Interest. Title to all Third- Party Hardware Products shall remain with Page 81 City of Riverdale March 29, 2022 Page 13 of 36 Master Services Agreement—Consulting Services 10-26-2021 Licensor or an RSM Product Sales Affiliate, as the case may be, until all payments therefor are made by Client. It is the express intent of the Parties hereto that nothing herein shall constitute, nor shall be construed as, a conveyance of such Third-Party Hardware Products on credit to Client with a grant of a security interest to secure such credit arrangement. If it is deemed for any reason, however, that Client has title to such Third-Party Hardware Products despite the contrary intent herein, this Agreement shall constitute a security agreement under the Uniform Commercial Code as in effect in the State of Illinois (the “UCC”). Accordingly, to secure Client’s obligation to pay in full the purchase price for such Third-Party Hardware Products, Client hereby grants to such RSM Product Sales Affiliate a first priority continuing security interest in and to, and collaterally assigns and transfers to such RSM Product Sales Affiliate, the Third-Party Hardware Products, including each component part thereof, and all products, proceeds, substitutions, and accessions thereof or thereto, and all books and records relating thereto. Client hereby authorizes such RSM Product Sales Affiliate to file financing statements, without notice to Client, with all appropriate jurisdictions in order to perfect or protect such RSM Product Sales Affiliate’s interest or rights hereunder, which financing statements may indicate the collateral covered thereby as a specific description of the assets comprising such Third-Party Hardware Products, or by category, or by type, or by any other method, of an equal or lesser scope, or with greater detail, all in such RSM Product Sales Affiliate’s sole discretion. Client shall execute any instruments or documents such RSM Product Sales Affiliate deems appropriate to perfect or protect such security interest. In addition to all of the rights, remedies, powers, privileges, and discretions which such RSM Product Sales Affiliate is provided under this Agreement and by applicable Law prior to the occurrence of any default or breach hereunder, in the event of a default or other breach by Client, the RSM Product Sales Affiliate shall have all rights and remedies of a secured party upon default as provided by the UCC and any other applicable Law. The RSM Product Sales Affiliate shall, at its sole expense, file releases for any financing statements filed pursuant to this Agreement promptly after receiving final payment for the applicable Third-Party Hardware Products from Client. 5.8. Installation of Third-Party Hardware Products. If applicable under the Statement of Work or Change Order, RSM shall arrange for the installation, configuration or implementation of the Third-Party Hardware Products. Client shall not perform any installation activities in connection with the Third-Party Hardware without RSM’s written consent. RSM shall have full and free access to the Third-Party Hardware Products and the Client facility where the Third-Party Hardware Products are installed until installation is completed. Client shall provide a suitable installation environment for the Third-Party Hardware Products as specified by RSM in the Statement of Work or Change Order. Unless otherwise set forth in the Statement of Work or Change Order, Client shall be responsible for: (i) furnishing all labor required for unpacking and placing the Third-Party Hardware Products in the installation location; and (ii) physical planning including, but not limited to, floor planning, cable requirements, and safety requirements in accordance with the installation manual and all applicable building, electrical, or other codes, regulations, and requirements. 5.9. Acceptance of Third-Party Hardware Products. Unless otherwise set forth in the Statement of Work or Change Order, Third-Party Page 82 City of Riverdale March 29, 2022 Page 14 of 36 Master Services Agreement—Consulting Services 10-26-2021 Hardware Products will be deemed to have been accepted when they pass RSM’s standard post- installation test procedures at the Client fac ility. 5.10. Price Increase. Client acknowledges that the price of the license and/or subscription for the use of a Third-Party Product which RSM resells to Client is subject to increase during the term of the license and/or subscription or at the time of renewal. In the event RSM or an RSM Product Sales Affiliate is reselling a license and/or subscription to a Third-Party Product to Client, RSM will provide Client with at least fifteen (15) days’ prior written notice (an email will be sufficient) of an increase in the price of the subscription and/or license. To the extent Client does not agree to pay such increase in the license and/or subscription price, Client must provide written notice to RSM within fifteen (15) days of notice of such increase. Upon receipt of such notice, RSM will cancel Client’s subscription and/or license to the Third-Party Product. 5.11. Suspension/Termination. In the event an invoice for a Third-Party Product RSM or an RSM Product Sales Affiliate resells to Client is thirty (30) days past due, in addition to any other remedies available to RSM and such RSM Product Sales Affiliate at law or in equity, upon written notice to Client, RSM and the RSM Products Sales Affiliate may suspend or terminate Client’s use of, access to, and the services provided to Client by such Third-Party Product. No RSM Party will be liable for any resulting loss, damage, or expense connected with such suspension or termination, including, but not limited to, any loss of information or data stored by Client on such Third-Party Product. 5.12. Migration of Data at Termination of License/Subscription. In the event RSM or an RSM Product Sales Affiliate is reselling a license and/or subscription to a Third-Party Product to Client, Client will have thirty (30) days from the effective date of termination of its license and/or subscription to request that RSM migrate any information and data stored on such Third-Party Product to another platform or database. Unless otherwise agreed upon in writing by the Parties at such time, Client will pay RSM for such Services on a time and material basis at RSM’s then current hourly rates and reimburse RSM for any Expenses incurred in connection with such Services. Client shall be responsible for payment of any fees or costs charged by the Licensor of such Third-Party Product in connection with the migration of such information and data. 5.13. Sharing of Client Information with Licensor. Client hereby consents to RSM sharing with the Licensor of a Third-Party Product that information of Client required to administer, configure, implement, install, provision, deploy, support, or otherwise provide the Services using such Third-Party Product. Client acknowledges and agrees that the obligations set forth in its EULA with the Licensor of the Third-Party Product shall govern the Licensor’s obligations with respect to Client information RSM shares with such Licensor. 6. Warranties and Additional Disclaimers 6.1. Mutual. Each Party represents and warrants that: (i) it is a legal entity duly organized, validly existing and in good standing; (ii) it has caused this Agreement to be executed on its behalf as of the Effective Date by an authorized representative with the requisite power and authority to bind it to the undertakings and obligations contained herein; (iii) all corporate or governing action necessary to convey such power and authority has been taken; (iv) this Agreement constitutes the legal, valid, and binding obligations of such Party, enforceable Page 83 City of Riverdale March 29, 2022 Page 15 of 36 Master Services Agreement—Consulting Services 10-26-2021 against it in accordance with its terms; (v) it will use commercially reasonable efforts to comply with those laws applicable to the performance of its obligations hereunder (“Law(s)”); (vi) it will avoid deceptive, misleading or unethical practices that could adversely affect the performance of the other Party’s obligations under this Agreement or damage the reputation of the other Party; (vii) it is not a party to any agreement with a third party, the performance of which is reasonably likely to adversely affect its ability or the ability of the other Party to perform fully its respective obligations hereunder ; and (viii) its performance of its obligations under this Agreement will not knowingly violate any other agreement between such Party and any third party. 6.2. Reserved. 6.3. Reserved. 6.4. Limited Warranty of Services. RSM warrants that the Services shall be performed with reasonable care in a diligent and competent manner. If Client believes RSM has breached the foregoing warranty in connection with any Statement of Work, Client shall provide written notice to RSM of such breach within thirty (30) days after the performance of such Services. Such notice shall include reasonably specific details (including any documentation referenced therein) regarding such breach. RSM’s sole obligation and liability therefor, and Client’s sole and exclusive remedy therefor, will be for RSM to use commercially reasonable efforts to cure such breach. In the event RSM cannot cure such breach using commercially reasonable efforts, RSM shall refund to Client the Fees paid to RSM for the nonconforming portion of the Services. For sake of clarity, RSM will not be obligated under this Section to correct, cure or otherwise remedy any nonconforming Services if: (i) the nonconformity is a result of alterations or modifications to RSM Proprietary Material, RSM Work Product, or a Client Deliverable made by Client or a third-party (other than RSM’s Subcontractors) and such alteration or modification was the cause of the nonconformity; (ii) the nonconformity is the result of the Client’s or a third-party’s (other than RSM’s Subcontractors) combination of RSM Proprietary Material, RSM Work Product, or a Client Deliverable with hardware, software, equipment, or other products or technology and such combination was the cause of the nonconformity; (iii) the nonconformity is caused by data entered or provided by Client or a third-party (other than RSM’s Subcontractors) that is corrupt, erroneous or in an improper format; (iv) the nonconformity arises or results from the underlying design, operation, performance, availability, or scalability of a Third-Party Product; or (v) RSM has not been notified in writing by Client of the existence and nature of such nonconformity within the warranty period. 6.5. Infringement. If either Party receives information concerning an infringement or misappropriation claim related to any Client Deliverables, RSM may, at its expense and as its sole obligation and liability therefor, and as Client’s sole and exclusive remedy therefor, either: (i) procure for the other Party the right to continue to use such Client Deliverable; (ii) modify such Client Deliverable to make it non- infringing; (iii) replace such Client Deliverable with a functional equivalent; or (iv) refund the amounts paid by Client for such Client Deliverable. In all such cases described above, Client will stop using the Client Deliverable immediately. 6.6. DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 6, Page 84 City of Riverdale March 29, 2022 Page 16 of 36 Master Services Agreement—Consulting Services 10-26-2021 THE CLIENT DELIVERABLES, RSM PROPRIETARY MATERIAL, RSM WORK PRODUCT, AND THE SERVICES ARE PROVIDED “AS IS” AND THE RSM PARTIES DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO: (I) THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE; AND, (II) ANY WARRANTY OR REPRESENTATION THAT ANY SERVICES OR CLIENT DELIVERABLES ARE FREE FROM ERROR. NO WRITTEN OR ORAL INFORMATION OR ADVICE GIVEN BY ANY RSM PARTY SHALL CREATE ANY WARRANTY. CLIENT SPECIFICALLY WAIVES ANY AND ALL SUCH WARRANTIES AND REPRESENTATIONS AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING OR USAGE OF TRADE. 6.7. Non-Reliance. Client acknowledges and agrees that: (i) no RSM Party has made or is making any representations or warranties whatsoever regarding the subject matter of this Agreement, express, implied, or otherwise, except as provided in this Section 6; and (ii) Client is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express, implied, or otherwise, except for the representations and warranties in this Section 6. 7. Indemnification and Limitation of Liability 7.1. Client’s Indemnification of RSM. Subject to the terms of this Section 7, Client will indemnify and hold the RSM Parties harmless from and against all costs, fees, expenses, damages and liabilities (including reasonable attorneys’ fees and costs) arising from: (i) any claims made by a third-party relating to Client’s use or disclosure of any advice, information, RSM Work Product, RSM Proprietary Material, or Client Deliverables to others in a manner other than as expressly permitted by this Agreement; (ii) any claims made by a third-party alleging that any Client Software provided by Client to RSM infringes any third-party patent, copyright, or trademark, or misappropriates any trade secret; (iii) any claim by a third-party relating to Client’s actual or alleged breach of the representations and warranties contained in Section 9.11; or (iv) any claim brought by an Affiliate of Client but only if such Affiliate (a) fails to execute a Statement of Work and such Affiliate claims reliance on the Services, RSM Work Product, RSM Proprietary Material, and/or Client Deliverables provided by an RSM Party under this Agreement, (b) brings or threatens to bring a claim, action, suit or other legal proceeding against an RSM Party in connection with such reliance, and (c) denies that such claim, action, suit or other legal proceeding is subject to the terms and conditions of this Agreement. Notwithstanding the foregoing and anything stated to the contrary in this Agreement, in no event shall Client be responsible or liable to RSM for any damages or losses caused by the RSM Parties. 7.2. RSM’s Indemnification of Client. Subject to the terms of this Section 7, RSM will indemnify and hold Client harmless from and against all costs, fees, expenses, damages and liabilities (including reasonable attorneys’ fees and costs) arising from: (i) any claim brought by a third-party based upon RSM’s use or disclosure of Client Software to others in a manner other than as expressly permitted by this Agreement; (ii) any claim made by a third-party alleging a Client Deliverable (which, for the avoidance of doubt, in no event shall include Third-Party Page 85 City of Riverdale March 29, 2022 Page 17 of 36 Master Services Agreement—Consulting Services 10-26-2021 Products where RSM’s modifications thereto are not the basis for the infringement or misappropriation claim) infringes its patent, copyright, or trademark, or misappropriates its trade secret; or (iii) any claim brought by an Affiliate of RSM against Client concerning the Services, RSM Work Product, RSM Proprietary Material, and/or Client Deliverables provided by RSM under this Agreement to Client to the extent such RSM Affiliate denies that such claim, action, suit or other legal proceeding is subject to the terms and conditions of this Agreement. Notwithstanding the foregoing and anything stated to the contrary in this Agreement, in no event shall any of the RSM Parties be responsible or liable to Client for any damages or losses caused by Client or its Affiliates or any of their respective partners, principals, employees, contractors, subcontractors, agents, representatives, successors, or assigns. 7.3. Indemnification Claim Notice Procedures. The Party seeking indemnification (“Indemnified Party”) must notify the other Party (“Indemnifying Party”) promptly in writing of any claim subject to indemnification hereunder (in no event more than thirty days after becoming aware of such claim) and give the Indemnifying Party sole control over its defense or settlement; provided, however, the Indemnified Party’s written consent shall be required to the extent the settlement does not release the Indemnified Party from any and all liability, or admits liability, guilt or fault on the part of the Indemnified Party. The Indemnified Party agrees to provide the Indemnifying Party with reasonable assistance in defending the claim, and the Indemnifying Party will reimburse the Indemnified Party for reasonable out-of-pocket expenses that it incurs in providing such assistance. 7.4. Indemnity Exclusions. The Indemnifying Party’s obligations will not apply to the extent that the claim or adverse final judgment is based on: (i) the Indemnified Party’s use of any Client Deliverables or Client Software after the Indemnifying Party notifies the Indemnified Party to discontinue use due to such a claim; (ii) the Indemnified Party combining the Client Deliverables or Client Software with a product, equipment, hardware, software, data or business process and such combination was not at the express direction of the Indemnifying Party; (iii) Indemnifying Party’s compliance with the instructions, specifications, requirements, or requests of the Indemnified Party; (iv) the Indemnified Party altering or modifying the Client Deliverables or Client Software, including any modifications by third parties, and such alteration or modification was not at the express direction of the Indemnifying Party; (v) the Indemnified Party’s distribution of the Client Deliverables or Client Software to, or its use for the benefit of, any third party; (vi) the Indemnified Party’s use of the Indemnifying Party’s trademarks(s) without express written consent to do so; and, (vii) for any trade secret claim, the Indemnified Party acquiring a trade secret (a) through improper means, (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use, or (c) from a person (other than the Indemnifying Party) who owed to the third party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret; or (viii) the Indemnified Party’s negligence, willful misconduct, or fraud. 7.5. Exclusive Remedy for Infringement and Trade Secret Misappropriation Claims. Sections 6.5 and 7 of this Agreement provide the Parties’ exclusive remedy for third-party infringement and trade secret misappropriation claims. Page 86 City of Riverdale March 29, 2022 Page 18 of 36 Master Services Agreement—Consulting Services 10-26-2021 7.6. LIMITATION OF LIABILITY. EXCEPT FOR (I) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 OF THIS AGREEMENT, AND (II) THOSE CLAIMS ARISING FROM LOCAL COUNTRY SERVICES PERFORMED BY AN RSM NETWORK FIRM OR A THIRD-PARTY CONTRACTOR GOVERNED BY THE LIMITATIONS ON LIABILITY SET FORTH IN SECTION 1.4.3 ABOVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF RSM AND CLIENT AND THEIR RESPECTIVE PARTNERS, PRINCIPALS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “COVERED PARTIES” AND EACH INDIVIDUALLY A “COVERED PARTY”) ARISING OUT OF OR FROM, OR RELATING TO THIS AGREEMENT OR THE SERVICES, RSM PROPRIETARY MATERIAL, RSM WORK PRODUCT, OR CLIENT DELIVERABLES PROVIDED HEREUNDER, REGARDLESS OF THE CIRCUMSTANCES OR NATURE OR TYPE OF CLAIM, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM A COVERED PARTY’S NEGLIGENCE OR BREACH OF CONTRACT OR WARRANTY, OR RELATING TO OR ARISING FROM A GOVERNMENT, REGULATORY OR ENFORCEMENT ACTION, INVESTIGATION, PROCEEDING, OR FINE, WILL NOT EXCEED THE TOTAL AMOUNT OF THE FEES PAID BY CLIENT TO RSM DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS UNDER THE STATEMENT OF WORK THAT GAVE RISE TO SUCH LIABILITY. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS LIMITATION OF LIABILITY PROVISION SHALL, OR SHALL BE INTERPRETED OR CONSTRUED TO, RELIEVE CLIENT OF ITS PAYMENT OBLIGATIONS TO RSM UNDER THIS AGREEMENT. IN NO EVENT WILL ANY OF THE COVERED PARTIES BE LIABLE FOR THE INTERRUPTION OR LOSS OF BUSINESS, ANY LOST PROFITS, SAVINGS, REVENUE, GOODWILL, SOFTWARE, HARDWARE, OR DATA, OR THE LOSS OF USE THEREOF (REGARDLESS OF WHETHER SUCH LOSSES ARE DEEMED DIRECT DAMAGES), OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR SIMILAR SUCH DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. Term and Termination 8.1. Term. This Agreement will commence on the Effective Date and will continue until it is terminated by one or both of the Parties in accordance with this Section 8 (“Term”). 8.2. Material Breach. Either Party may terminate this Agreement and/or a Statement of Work for a material breach that remains uncured for thirty (30) days after the breaching Party receives written notice of such breach from the non-breaching Party. The failure of Client to make payment of amounts owed to RSM (other than those properly disputed pursuant to Section 3.5 above) in a timely manner constitutes a material breach of this Agreement. The non-breaching Party shall not be liable to the breaching Party for any losses, damages or expenses resulting from the non-breaching Party’s termination of this Agreement and/or a Statement of Work due to a material breach by the breaching Party. 8.3. Termination without Cause. Unless otherwise set forth in a Statement of Work, either Page 87 City of Riverdale March 29, 2022 Page 19 of 36 Master Services Agreement—Consulting Services 10-26-2021 Party may terminate this Agreement and/or a Statement of Work for any reason upon fifteen (15) days prior written notice to the other Party. 8.4. Additional Termination Rights. Either Party may terminate this Agreement and/or any Statement of Work upon written notice if: (i) circumstances arise that in its judgment would cause its continued performance to result in a violation of Law, a regulatory requirement, a legal process, a contractual obligation, or applicable professional or ethical standards; or (ii) if the other Party is placed on a verified sanctioned entity list, or if any director or executive of, or other person closely associated with such other Party or its Affiliate, is placed on a verified sanctioned person list, in each case, including, but not limited to, lists promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. State Department, the United Nations Security Council, the European Union, or any other relevant sanctioning authority. 8.5. Effect of Termination. Upon the effective date of a termination of this Agreement: (i) RSM shall submit to Client an itemized final invoice for any Fees, Expenses, and any related Taxes not previously invoiced under this Agreement; (ii) within thirty (30) days after receipt of RSM’s final invoice, Client shall pay all amounts due RSM pursuant to such invoice and all other outstanding invoices; (iii) no RSM Party shall have any further responsibility for any incomplete or in-process Services, work product or Client Deliverables as of the date of termination; (iv) to the extent RSM hosts or stores any data or information on behalf of Client as part of the Services it provides to Client under this Agreement, as soon as commercially reasonable, RSM will transfer such Client information and data to a platform or database designated by Client and, if no such platform or database is designated by Client within thirty (30) days of termination, RSM will download Client’s data and information onto an external storage device and provide it to Client; in each case, unless otherwise agreed upon in writing by the Parties at such time, Client will pay RSM for such Services on a time and material basis at RSM’s then current hourly rates and reimburse RSM for any Expenses incurred in connection with such Services; (v) unless otherwise expressly stated in the applicable Statement of Work or Change Order, RSM will reimburse to Client any unused, prepaid Fees, except to the extent such unused, prepaid Fees were committed by RSM or an RSM Affiliate to a third-party on behalf of Client (including, but not limited to, any subscription fees paid by RSM or an RSM Affiliate on behalf of Client to the Licensor of a Third-Party Product) and such commitment is not cancellable; (vi) Client shall pay RSM or the applicable RSM Affiliate in full for any subscription fees which RSM or such RSM Affiliate committed to the Licensor of a Third-Party Product on behalf of Client where such commitment is not cancellable; and (vii) to the extent (a) permitted by applicable Laws, regulatory authorities, and professional and ethical standards, and (b) both Parties mutually agree at such time, RSM will provide Client with up to thirty (30) days of termination transition services. The scope, cost, and timing of such termination transition services will be mutually agreed upon by the Parties at such time. With respect to a termination of a Statement of Work, the Parties shall follow the same requirements as set forth in above in subsections (i) through (vii). 8.6. Survival. The following Sections will survive the termination of this Agreement as applicable: 3.4 (Payment), 4 (Use and Ownership), 5 (Third-Party Products), 6 Page 88 City of Riverdale March 29, 2022 Page 20 of 36 Master Services Agreement—Consulting Services 10-26-2021 (Warranties and Additional Disclaimers), 7 (Indemnification and Limitation of Liability), 8.5 (Effect of Termination), 8.6 (Survival), 9 (Confidentiality) subject to the provisions set forth in Section 9.13, and 11 (General Provisions), together with accrued payment obligations. 9. Confidentiality 9.1. Use of Confidential Information. The Parties may, from time to time, disclose Confidential Information (as defined in Section 9.2) to one another. Accordingly, each Party agrees as the recipient (the “Receiving Party”) to keep strictly confidential all Confidential Information provided by the other Party (the “Disclosing Party”) and to use, modify, store, and copy such Confidential Information only as necessary to perform its obligations and exercise its rights under this Agreement and for no other purpose or use. Except as otherwise set forth herein, the Receiving Party may only disclose the Confidential Information of the Disclosing Party to its personnel, agents, and representatives who are subject to obligations of confidentiality at least as restrictive as those set forth herein and only for the purpose of exercising its rights and fulfilling its obligations hereunder. To avoid any doubt, the Receiving Party is permitted to disclose the Disclosing Party’s Confidential Information to the Receiving Party’s personnel, agents, and representatives for the purpose of complying with applicable Laws and professional, regulatory, and/or ethical standards. RSM also may disclose Client Confidential Information to any Client Affiliate that directly or indirectly is in control (as the term “control” is defined in Section 1.6) of Client. In addition, RSM may use Confidential Information provided to it for purposes of creating benchmarking data to be used by RSM professionals and shared with other clients. Any such benchmarking data will be de- identified or aggregated with data from other entities so that users are unable to associate the information with any specific source. 9.2. Definition of Confidential Information. “Confidential Information” means, subject to Section 9.3, information in any form, oral, graphic, written, electronic, machine-readable or hard copy consisting of: (i) any non-public information provided by the Disclosing Party, including but not limited to, all of its inventions, designs, data, source and object code, programs, program interfaces, know-how, trade secrets, techniques, ideas, discoveries, marketing and business plans, pricing, profit margins and/or similar information; (ii) any information that the Disclosing Party identifies in writing as confidential; or (iii) any information that, by its very nature, a person in the same or similar circumstances would understand should be treated as confidential, including, but not limited to, this Agreement. Without limiting the generality of the foregoing, Client acknowledges and agrees that RSM Information constitutes Confidential Information of RSM. 9.3. Exclusions. The term “Confidential Information” will not include information that: (i) is publicly available at the time of disclosure by the Disclosing Party; (ii) becomes publicly available by publication or otherwise after disclosure by the Disclosing Party, other than by breach of this Section 9 by the Receiving Party; (iii) was lawfully in the Receiving Party's possession, without restriction as to confidentiality or use, at the time of disclosure by the Disclosing Party; (iv) is provided to the Receiving Party without restriction as to confidentiality or use by a third party without violation of any obligation to the Disclosing Party; or (v) is independently developed by employees or agents of the Receiving Party who did not access or use the Confidential Information. Page 89 City of Riverdale March 29, 2022 Page 21 of 36 Master Services Agreement—Consulting Services 10-26-2021 9.4. Protection of Confidential Information. The Receiving Party will treat the Disclosing Party’s Confidential Information with the same degree of care as the Receiving Party treats its own confidential and proprietary information, but in no event will such standard of care be less than a reasonable standard of care. The Receiving Party will promptly notify the Disclosing Party if it becomes aware that any Confidential Information of the Disclosing Party has been used or disclosed in violation of this Agreement. 9.5. Data Protection Compliance. RSM’s Privacy Policy (“Privacy Policy”) is located on RSM’s website at https://rsmus.com/who-we-are/privacy- policy.html. RSM’s Privacy Policy may be amended from time to time in RSM’s sole discretion and without prior notice, and is hereby incorporated by reference into this Agreement. Client acknowledges that it has read and understands the Privacy Policy and agrees to the practices as described therein. RSM takes reasonable steps to comply with all applicable privacy, cybersecurity, and data protection Laws that may apply to Client- provided Confidential Information and Personal Information (as defined in Section 9.11 below) it processes on behalf of its clients. Upon written request, but not more than annually during the term of this Agreement, RSM will deliver to Client a copy of its third-party provided SOC 2 report evidencing the operating effectiveness of RSM's Information Technology (“IT”) control environment. RSM will also provide summaries of its IT security and disaster recovery policies and make its senior IT personnel reasonably available for discussion upon request. RSM’s SOC 2 report and any information RSM discloses to Client concerning its IT control environment shall constitute Confidential Information of RSM and shall be subject to the confidentiality obligations set forth under this Section 9. Prior to disclosure to an RSM Party or the grant of access to an RSM Party, Client will identify in writing any personal, technical, or other data provided or made accessible to RSM pursuant to this Agreement that may be subject to heightened protection under applicable privacy, cybersecurity, export control, and/or data protection Laws, including, but not limited to, protected health information pursuant to the Health Information Portability and Accountability Act of 1996 (“HIPAA”), classified or controlled unclassified information subject to the National Industrial Security Program, the National Industrial Security Program Operating Manual, or the Defense Federal Acquisition Regulation Supplement (“DFARS”), data subject to Export Administration Regulations (“EAR”), or International Traffic in Arms Regulations (“ITAR”) controlled data. Unless otherwise expressly agreed upon and specified in writing by the Parties in the applicable Statement of Work, Client shall not provide any RSM Party with access to such data and Client shall be responsible for the handling of all such data in connection with the performance of the Services, including, but not limited to, the scrubbing, de- identification, de-aggregation, protection, encryption, transfer, movement, input, storage, migration, deletion, copying, processing, and modification of such data. 9.6. Return of Confidential Information. Promptly upon the written request of the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all tangible copies of the Disclosing Party’s Confidential Information in its possession. The Receiving Party, however, will be permitted to maintain a Page 90 City of Riverdale March 29, 2022 Page 22 of 36 Master Services Agreement—Consulting Services 10-26-2021 copy of any Confidential Information of the Disclosing Party necessary to comply with applicable Laws and/or professional standards. With respect to Confidential Information of the Disclosing Party communicated through email or which has been scanned or otherwise stored electronically by the Receiving Party, the Receiving Party will make commercially reasonable efforts to delete such Confidential Information from its active storage medium. Notwithstanding the foregoing, the Parties acknowledge that in the case of Confidential Information of the Disclosing Party communicated through email or which has been scanned or otherwise stored electronically by the Receiving Party, the Receiving Party’s deletion of (i) email messages from individual mailboxes, or (ii) documents from network or individual hard drives will not result in the removal of all copies of such Confidential Information from the Receiving Party’s back-up or archival systems. Any Confidential Information retained will remain subject to the confidentiality obligations of this Agreement and will be destroyed in accordance with the Receiving Party’s record retention policies. Neither the Receiving Party’s retention of archival copies, nor its failure to remove copies from its back-up or archival systems, will be deemed a breach of this Agreement. 9.7. Compelled Disclosure. Notwithstanding anything stated to the contrary in this Agreement, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by applicable Law, regulation, or professional standards; provided, however, the Receiving Party will use commercially reasonable efforts to provide the Disclosing Party with notice prior to disclosure to the extent permitted by Law. 9.8. Remedy. Each Party acknowledges that the other Party may not have an adequate remedy in the event that it breaches the provisions of this Agreement regarding Confidential Information and that such Party may suffer irreparable damage and injury in such event. The breaching Party agrees that the non- breaching Party, in addition to seeking any other available rights and remedies as may apply, may seek an injunction restraining the breaching Party from committing or continuing such violation. 9.9. Pre-Existing Nondisclosure Agreements. In the event that the Parties have executed a separate nondisclosure agreement and such agreement does not automatically terminate or expire upon execution of this Agreement, such agreement shall be terminated as of the effective date of this Agreement. 9.10. Record Retention. RSM maintains a record retention policy for documents, including documents in electronic form, in its possession from Client and otherwise. Documents tendered to RSM in tangible form may be stored solely in electronic form. RSM will exert commercially reasonable efforts to follow its record retention policy and will destroy documents in accordance with its policy, unless otherwise instructed by Client or as otherwise agreed to by the Parties in writing. 9.11. Personally Identifiable Information. The term “Personal Information” as used herein mean any personal information that directly or indirectly identifies a natural person as may be defined by applicable privacy, data protection, or cybersecurity Laws, and includes, but is not limited to, non-public, personally identifiable information, such as, Social Security numbers, Social Insurance numbers, driver’s license numbers or state- or province-issued identification card numbers, credit or debit card numbers with or without any required security Page 91 City of Riverdale March 29, 2022 Page 23 of 36 Master Services Agreement—Consulting Services 10-26-2021 code, number or passwords, health information, and other personal information as defined by applicable Laws. To the extent that the California Consumer Privacy Act of 2018 (“CCPA”) is applicable, the Parties agree that RSM is a “Service Provider” for Client as defined in CCPA Section 1798.140(v). Limited to the applicability of this Section 9.11.2, the definition of Personal Information (“PI”) shall have the same meaning as defined in Section 1798.140(o) of the CCPA and is incorporated by reference into the definition of Personal Information as set forth above in Section 9.11. Client may disclose PI to RSM solely for: (i) a valid and specific business purpose as specified in the Agreement; and (ii) to perform the Services described in the Agreement. For any PI disclosed to RSM by Client, or obtained or accessible by RSM on Client’s behalf, RSM shall not: (i) sell the PI; (ii) retain, use, or disclose the PI for any purpose other than for the specific business purpose as specified in the Agreement; or (iii) retain, use, or disclose the information outside of the direct business relationship between the Parties unless to another service provider as a subcontractor, where the subcontractor meets the requirements for a “Service Provider” under the CCPA. Each Party agrees that it will not transmit to the other, in any manner, (i) Personal Information that is not needed to perform the Services hereunder, and (ii) Personal Information that has not been encrypted. In the event Client transmits to any RSM Party Personal Information in an unencrypted format or via unencrypted means, the Parties agree that RSM has no obligation to notify Client of the foregoing. Client represents and warrants that it: (a) has provided all notices and obtained all consents required under applicable data protection Laws prior to its collection, use, and disclosure to an RSM Party of such Personal Information; and (b) shall take reasonable steps to ensure that such Personal Information does not include irrelevant or unnecessary information about individuals. In the event the Services involve Personal Information collected in Canada, RSM or its Subcontractors performing Services on behalf of RSM may store, transfer, and/or process such Personal Information in locations and on servers located outside of Canada, including jurisdictions such as the United States whose data protection laws differ from those of Canada. As a result, such Personal Information may be subject to access requests from governments, courts, or law enforcement in those jurisdictions, including the United States, according to the laws in those jurisdictions. Subject to applicable laws in such other jurisdictions, RSM will use reasonable efforts to cause its Subcontractors to maintain protections on Personal Information collected in Canada that are equivalent to those that apply in Canada. Upon Client’s written request, RSM will enter into a mutually agreed upon agreement relating to the lawful cross-border transfer and processing of Personal Information. RSM will use Client-provided Personal Information, if at all, only for the purposes described in this Agreement. The Parties agree that as part of the performance of the Services as described in this Agreement, and as part of the direct business relationship between the Parties, RSM may, at its election, use the Personal Information to enhance the Services, conduct data analytics, conduct market or other similar analysis, or develop tools and training. If RSM becomes aware of an unauthorized acquisition or use of Client- provided Personal Information, it will promptly Page 92 City of Riverdale March 29, 2022 Page 24 of 36 Master Services Agreement—Consulting Services 10-26-2021 inform Client of such unauthorized acquisition or use as required by applicable Laws and, upon Client’s written request, reasonably cooperate with Client at Client’s sole cost in support of any breach notification requirements as imposed upon Client by applicable Laws. 9.12. Limited Disclosure of Information for Evaluating Independence. This Section applies if Client: (i) has any international operations; (ii) owns more than ten percent (10%) of any class of securities issued by a foreign corporation or entity; or (iii) has a foreign corporation or entity as an owner of more than ten percent (10%) of any class of its securities. RSM is a member of RSM International, a network of independent accounting firms. Professional rules require RSM to evaluate auditor independence taking into consideration both RSM’s Services to Client and Client’s affiliates and any services to Client and Client’s affiliates performed by other member firms of RSM International. To permit RSM to comply with these independence rules, Client agrees that RSM may disclose to and discuss with RSM International and its member firms: (a) the name of any corporation, partnership, trust, limited liability company or other entity for whom RSM performs Services; (b) any ownership relationship between that corporation, partnership, trust, limited liability company, or other entity and any other entity; and (c) the nature of the Services that RSM performs. This information will be used solely for the purpose of evaluating the independence of RSM and other RSM International firms. 9.13. Survival. This Section 9 shall survive the termination or expiration of this Agreement for a period of one (1) year; provided, however, that with respect to: (i) any Confidential Information that has been designated by the Disclosing Party as “trade secret” information; (ii) Personal Information; or (iii) RSM Information, the confidentiality obligations under this Section 9 shall remain in effect for so long as such Information retains its status under applicable Law. 10. Insurance During the Term of this Agreement, RSM shall maintain the following insurance coverage: 10.1. Worker’s Compensation and Employers’ Liability. Workers’ Compensation coverage with statutory limits and Employers’ Liability coverage with a limit of one million ($1,000,000) dollars each accident for bodily injury, one million ($1,000,000) dollars each employee for bodily injury by disease, and a one million ($1,000,000) dollar policy limit for bodily injury by disease. 10.2. Commercial General Liability. A Commercial General Liability policy with a limit of one million ($1,000,000) dollars each occurrence and two million ($2,000,000) dollars in the aggregate. 10.3. Automobile Liability. An Automobile Liability policy with a combined single limit of one million ($1,000,000) dollars. 10.4. Professional Liability. A Professional Liability policy with a limit of not less than one million ($1,000,000) dollars per claim and in the aggregate. 10.5. Network Security and Privacy Risk (Cyber Coverage). A Network Security and Privacy Risk Liability policy with a limit of not less than one million ($1,000,000) dollars. 10.6. Crime (Employee Theft, Premises and Computer Fraud). A Crime policy with a limit of Page 93 City of Riverdale March 29, 2022 Page 25 of 36 Master Services Agreement—Consulting Services 10-26-2021 liability of not less than one million ($1,000,000) dollars. 10.7. Umbrella/Excess Coverage. Umbrella liability coverage of five million ($5,000,000) dollars each occurrence and in the aggregate shall sit above the Employers’ Liability, Commercial General Liability, and Automobile liability policies. 10.8. Additional Insured Status and Certificates of Insurance. Client shall be granted additional insured status under the Commercial General Liability and Automobile Liability policies (and Loss Payee status under Crime policy) via a blanket endorsement. Upon Client’s written request, RSM will provide Client with a certificate or certificates of insurance evidencing proof of coverage for the above- referenced policies. RSM’s insurers maintain an A.M. Best’s rating of at least A-/VII. 11. General Provisions 11.1. Transfer or Assignment. Neither this Agreement nor any other obligations of a Party under this Agreement may be assigned or delegated by a Party without the written consent of the other Party, which shall not be unreasonably withheld. Written consent shall be deemed to have been received for a Party’s assignment of this Agreement to any acquirer of, or successor to, all or substantially all of its assets or ownership interests, provided that such Party provides the other Party with not less than ten (10) business days advance written notice of such assignment and such other Party does not raise good faith objections to such assignment within ten (10) business days from the receipt of such notice. Good faith objections include, but are not limited to, assignments that could: (i) impair RSM’s independence; (ii) create a conflict of interest for RSM with respect to one or more of RSM’s clients; (iii) cause either Party to be in breach of its obligations to a third party; or (iv) provide one of a Party’s competitors with access to a Party’s confidential or proprietary information. Any such transfer or assignment will become effective only if and when the transferee or assignee agrees in writing to be bound by the terms of this Agreement. 11.2. Force Majeure. Neither Party will be responsible for any delay or failure in performance resulting from acts beyond such Party’s reasonable control (each a “Force Majeure Event”). Force Majeure Events include, but are not limited to, acts of God, government or war, riots or strikes, disasters, fires, floods, epidemics, pandemics or outbreaks of communicable disease, cyberattacks, and internet or other system or network outages. At its option, Client may terminate any Statement of Work where Services thereunder are delayed more than sixty (60) days by a Force Majeure Event(s); provided, however, that Client is not excused from paying RSM for all amounts owed for Services rendered and Deliverables provided prior to the termination of the Statement of Work. A Force Majeure Event may not extend any payment obligation of Client by more than fifteen (15) days. 11.3. Publicity. Neither Party shall cause or permit to be released any publicity, advertisement, news release, or public announcement regarding any aspect of this Agreement or the relationship between the Parties without the other Party’s prior written consent. Notwithstanding the foregoing, RSM may include Client's name in a client list that it provides to individual existing or prospective clients for marketing purposes. Client shall not use RSM’s name, trade name, service marks, Page 94 City of Riverdale March 29, 2022 Page 26 of 36 Master Services Agreement—Consulting Services 10-26-2021 trademarks, trade dress or logo without RSM’s prior written consent. 11.4. Electronic Communications. The Parties acknowledge and agree that they may correspond or convey information and documentation, including Personal Information and other Confidential Information, via various forms of electronic transmission, including, but not limited to, Third-Party Products, such as, email, File Transfer Protocol (“FTP”), and cloud- based sharing and hosting applications (e.g. portals, data analytics tools, and helpdesk and support ticketing applications), and that neither Party has control over the performance, operation, reliability, availability, or security of these electronic transmission methods. Therefore, neither Party will be liable for any loss, damage, expense, harm, disclosure or inconvenience resulting from the loss, delay, interception, corruption, unauthorized disclosure or use, or alteration of any electronic transmission where the Party has used commercially reasonable efforts to protect such information. RSM offers its clients the opportunity to use various platforms for the exchange of information. Client hereby agrees that it shall be bound by and comply with any and all user terms and conditions made available (whether by a link, click-through, or otherwise) with respect to such platforms. 11.5. Nonsolicitation. To the fullest extent permitted by Law, during the term of each Statement of Work and for a period of one (1) year following its expiration or termination, neither Party will actively solicit, employ or otherwise engage any of the other Party’s partners, principals or employees, including former partners, principals or employees, who were involved in providing or receiving Services under such Statement of Work. In the event that either Party breaches this provision, the breaching Party agrees to pay to the aggrieved Party within thirty (30) days after demand, an amount equal to the greater of $50,000 or one-hundred percent (100%) of the annual base salary of any such partner, principal or employee. 11.6. No Agency. RSM is an independent contractor. Neither Party's partners, principals nor employees will be considered employees of the other Party for any purpose. Nothing in this Agreement shall be construed to create the relationship of principal and agent, employer and employee, partners or joint venturers between RSM and Client, and neither Party has the authority to bind the other Party to any third party. 11.7. No Third-Party Beneficiaries. Neither Party intends that there be any third-party beneficiaries to this Agreement, except with respect to: (i) the RSM Parties as provided under Sections 1.4, 5.4.3, 6.6, 6.7, 7.1 and 7.6; (ii) Microsoft as provided in Exhibit I; and (iii) ServiceNow as provided in Exhibit II. 11.8. Notices. Unless otherwise expressly agreed upon by the Parties in this Agreement or a Statement of Work, all notices required to be given hereunder will be in writing and addressed to the Party at the business address provided in the introductory paragraph of this Agreement or the applicable Statement of Work, or such other address as such Party may indicate by a notice delivered to the other Party. A copy of any legal notice (e.g. any claimed breach or termination of this Agreement or a Statement of Work) sent by Client to RSM shall also be sent to the following address: Office of the General Counsel, RSM US LLP, 200 South Wacker Drive, Suite 3900, Chicago, IL 60606. Except as otherwise expressly provided in this Agreement, notices hereunder will be deemed given and effective: (i) if personally delivered, upon delivery; (ii) if sent by registered or certified mail or by overnight Page 95 City of Riverdale March 29, 2022 Page 27 of 36 Master Services Agreement—Consulting Services 10-26-2021 courier service with tracking capabilities, upon receipt; and (iii) if sent by electronic mail (without indication of delivery failure), at such time as the Party that sent the notice receives confirmation of receipt, whether by read-receipt confirmation or otherwise. 11.9. Governing Law. This Agreement, including, without limitation, its validity, interpretation, construction, and enforceability, and any dispute, litigation, suit, action, claim, or other legal proceeding arising out of or from, or relating in any way to the Services, RSM Work Product, RSM Proprietary Material, or Client Deliverables provided hereunder, or this Agreement or any provisions herein, will be governed and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles, and applicable U.S. federal law. 11.10. Time to Bring Claims. No claim or action by either Party, regardless of whether the claim is in contract, in tort, at law or in equity, arising out of or relating to any matter under this Agreement, may be brought by either Party more than twenty-four (24) months after the Party first knows or has reason to know that the claim or cause of action has accrued, but in no event more than thirty-six (36) months following the performance of the Services giving rise to the claim or action. This Section may shorten, but in no event will it extend, any period of limitation on actions otherwise provided by applicable Law. 11.11. Legal Action Requiring Disclosure. In the event RSM is requested or authorized by Client or is required by regulation, Law, subpoena or other legal process to produce its documents or its personnel as witnesses with respect to the Services for Client, Client will, so long as RSM is not a Party to the proceeding in which the information is sought, reimburse RSM for its professional time and expenses, including the reasonable fees and expenses of counsel, incurred in responding to such requests. 11.12. Entire Agreement; Amendment. This Agreement, the Terms and Conditions, all Statements of Work incorporating the terms of this Agreement, and any exhibits, policies, schedules and/or other documents incorporating the terms of this Agreement, constitute the entire agreement between the Parties and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. This Agreement may be amended or modified only by a written instrument executed by both Parties. 11.13. Equal Opportunity Employer of Protected Veterans and Individuals with Disabilities. The Parties hereto shall abide by the requirements of 41 CFR 60-1.4(a), 60- 300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, gender identity, sexual orientation, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment, qualified individuals without regard to race, color, religion, sex, gender identity, sexual orientation, national origin, protected veteran status or disability. 11.14. Miscellaneous. No delay or omission by either Party in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either Party on any one occasion will be effective only in that instance and will not be construed as a bar Page 96 City of Riverdale March 29, 2022 Page 28 of 36 Master Services Agreement—Consulting Services 10-26-2021 or waiver of any right on any other occasion. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions. 11.15. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which taken together will constitute one and the same instrument. Each Party hereto agrees that any electronic signature of a Party to this Agreement or any electronic signature to a document contemplated hereby (including any representation letter) is intended to authenticate such writing and shall be as valid, and have the same force and effect as a manual signature. Any such electronically s igned document shall be deemed: (i) to be "written" or "in writing"; (ii) to have been signed; and (iii) to constitute a record established and maintained in the ordinary course of business, and an original written record when printed from electronic files. Each Party also agrees that electronic delivery of a signature to any such document (via email or otherwise) shall be as effective as manual delivery of a manual signature. For purposes hereof, “electronic signature” includes, but is not limited to: (a) a scanned copy (as a "pdf" (portable document format) or other replicating image) of a manual ink signature; (b) an electronic copy of a traditional signature affixed to a document; (c) a signature incorporated into a document utilizing touchscreen capabilities; or (d) a digital signature. 11.16. No Disparagement. Neither Party, nor any of its respective partners, principals, shareholders, members, officers, directors, employees, Affiliates, subsidiaries, agents or representatives, shall initiate or participate in any action or conduct tending to injure, bring into disrepute, ridicule, damage or destroy the goodwill of the other Party or the other Party’s Affiliates. The foregoing shall not be construed to prevent or prohibit a Party, or any of its respective partners, principals, shareholders, members, officers, directors, employees, Affiliates, subsidiaries, agents or representatives from: (i) exercising its rights under this Agreement; (ii) complying with a legal obligation or a professional responsibility; or (iii) reporting, providing or disclosing information to federal, state, municipal or local government agencies, authorities or officials in the ordinary course of business or as required by Law. Further, in the event a Party or any of its respective partners, principals, shareholders, members, officers, directors, employees, Affiliates, subsidiaries, agents or representatives breach this Section, the non- breaching Party and its respective partners, principals, shareholders, members, officers, directors, employees, Affiliates, subsidiaries, agents and representatives shall no longer be bound by the obligations set forth under this Section. 11.17. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 11.18. Neutral Interpretation. This Agreement constitutes the product of the negotiation of the Parties and the enforcement hereof shall be interpreted in a neutral manner, and not more strongly for or against any Party based upon the source of the draftsmanship hereof. The balance of this page is intentionally left blank. Acknowledgement and Acceptance follow. Page 97 City of Riverdale March 29, 2022 Page 29 of 36 Master Services Agreement—Consulting Services 10-26-2021 Acknowledgement and Acceptance EACH PARTY ACKNOWLEDGES THAT IT HAS READ AND AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN (INCLUDING EXHIBIT I, MICROSOFT PRODUCT RIDER AND EXHIBIT II, SERVICENOW PRODUCT RIDER). EACH PARTY AND ITS SIGNATORY BELOW REPRESENTS THAT SAID SIGNATORY IS A DULY AUTHORIZED REPRESENTATIVE OF SUCH PARTY AND HAS THE REQUISITE POWER AND AUTHORITY TO BIND SUCH PARTY TO THE UNDERTAKINGS AND OBLIGATIONS CONTAINED HEREIN. AGREED TO AND ACKNOWLEDGED BY: RSM US LLP City of Riverdale By: DO NOT EXECUTE By: DO NOT EXECUTE Name: Katie Barry Name: DO NOT EXECUTE Title: Director Title: DO NOT EXECUTE Date: Date: DO NOT EXECUTE Email: DO NOT EXECUTE Phone: DO NOT EXECUTE FEIN/Tax ID: DO NOT EXECUTE 4/8/2022 4:04 PM4/7/2022 2:55 PM3/29/2022 10:00 AM Options to return signed contract: 1. DocuSign 2. Email: CMTAcceptance@rsmus.com 3. Fax: 877 281 9587 4. Mail: RSM US LLP, Attn: Client Resource Center, 201 First Street SE, Suite 800, Cedar Rapids, IA 52401 Page 98 City of Riverdale March 29, 2022 Page 30 of 36 Master Services Agreement—Consulting Services 10-26-2021 EXHIBIT I MICROSOFT PRODUCT RIDER 1. The Microsoft Product (the term “Product” is defined in the Customer Agreement link below) is being provided to Client by Microsoft Corporation (“Microsoft”) either under a resale agreement between RSM or its Affiliate and Microsoft, or an agreement between Client and Microsoft (“Enterprise Agreement”), each of which requires Client to acknowledge and agree, without exception, to Microsoft’s customary cloud services terms, which provide, among other things, for limited warranty responsibilities and disclaimers of certain responsibilities and liability. 2. Client hereby accepts and agrees to adhere to and be bound by, and acknowledges that it has reviewed or had an opportunity to review, the “Customer Agreement” available at https://www.microsoft.com/licensing/docs/ customeragreement, or its Enterprise Agreement with Microsoft, in each case including Microsoft’s Online Services Terms and Product Terms (together, the “Online Services Terms”) available at https://www.microsoftvolumelicensing.com/d efault.aspx, and Microsoft’s Service Level Agreement (“Microsoft SLA”) available at http://www.microsoftvolumelicensing.com/D ocumentSearch.aspx?Mode=3&DocumentT ypeId=37. Client further acknowledges and hereby agrees that it will ensure that all permitted users of the Microsoft Product agree to and will abide by all terms set forth in: (i) the Customer Agreement or Enterprise Agreement, whichever is applicable; (ii) the Online Services Terms; and (iii) the Microsoft SLA. For purposes of clarity and to avoid any doubt, Client is solely responsible and liable for any use of the Microsoft Product by its employees and contractors. 3. To the extent Microsoft updates or modifies the Customer Agreement or Enterprise Agreement, whether or not Client has had an opportunity to review, or has received a copy from RSM or Microsoft of such updated or modified Customer Agreement or Enterprise Agreement, Client acknowledges and hereby agrees that it will accept, adhere to, and be bound by such updated or modified Customer Agreement or Enterprise Agreement at or before renewal of its Subscription (as such term is defined in the Customer Agreement or Enterprise Agreement) for the Microsoft Product, and it will ensure that all permitted users of the Microsoft Product abide by all such terms. To the extent Microsoft notifies RSM of an update or modification to the Customer Agreement, RSM will in turn, notify Client of the same. 4. Client acknowledges and hereby agrees that it: (i) is solely responsible for reviewing and complying with the Online Services Terms along with any changes thereto by Microsoft during the term of Client’s Subscription (as such term is defined in the Customer Agreement) to the Microsoft Product; and (ii) will ensure that all permitted users of the Microsoft Product abide by all such terms. 5. Upon renewal of a Subscription, in addition to accepting and agreeing to adhere to and be bound by any modifications or updates to the then applicable Customer Agreement or Enterprise Agreement, Client acknowledges and hereby agrees to be bound by the version of the applicable Microsoft SLA for Page 99 City of Riverdale March 29, 2022 Page 31 of 36 Master Services Agreement—Consulting Services 10-26-2021 the Microsoft Product that is current at the time of the renewal of such Subscription. Except where Client has entered into an Enterprise Agreement with Microsoft, Client further acknowledges that the Subscription to a Microsoft Product will automatically renew at the end of any term unless Client provides RSM with written notice at least sixty (60) days prior to the end of such Subscription term that it wishes to cancel the Subscription. 6. Except where Client has entered into an Enterprise Agreement with Microsoft, Client acknowledges that the Microsoft Product along with the Subscription thereto shall be ordered through and invoiced by RSM or its Affiliate and any fees associated therewith shall be paid by Client solely to RSM or its Affiliate. 7. In the event Client’s Subscription is based on actual use in the preceding month, Client acknowledges that the price of the Subscription for the Microsoft Product is subject to increase during the Subscription term. Except where Client has entered into an Enterprise Agreement with Microsoft, RSM will provide Client with at least fifteen (15) days’ prior written notice (an email will be sufficient) of an increase in the price of the Subscription. To the extent Client does not agree to pay such increase in the Subscription price, Client must provide written notice to RSM within fifteen (15) days of notice of such increase. Upon receipt of such notice, RSM will cancel Client’s Subscription. 8. Client acknowledges that Microsoft may, in its sole and absolute discretion, and for any reason and at any time: (i) modify or release a new version of the Microsoft Product including, without limitation, hot fixes, platform updates, knowledge-based articles, and application updates, and require that Client integrate such modification or new release at such time; (ii) add new features or functionality to the Microsoft Product; and/or (iii) remove an existing feature or functionality of the Microsoft Product. Client acknowledges that any of the foregoing may delay, extend and/or increase the cost of RSM’s Services under a Statement of Work. Client also hereby acknowledges and understands that Microsoft may, in its sole and absolute discretion, refuse to conduct business with Client or provide Client with the specific Microsoft Product requested. 9. Client acknowledges and hereby agrees that such Microsoft Product is owned, provided, licensed, hosted, managed, monitored and supported (except for those Services which are provided directly by RSM as provided by an applicable Statement of Work) by Microsoft. Client further acknowledges that the use of the Microsoft Product involves the processing, input, disclosure, movement, transfer, and storage of Client’s data within Microsoft’s infrastructure, and that the Customer Agreement or Enterprise Agreement, whichever applicable, along with the Online Services Terms and Microsoft SLA, govern all obligations of Microsoft relating to data privacy, storage, recovery, security, protection and processing within the Microsoft Product’s infrastructure, as well as, the service levels associated with the Microsoft Product. 10. Client acknowledges and hereby agrees that its remedies with respect to the Microsoft Product will be limited to whatever recourse may be available, and is subject to all restrictions and other limitations as may be set forth, in the Customer Agreement or Page 100 City of Riverdale March 29, 2022 Page 32 of 36 Master Services Agreement—Consulting Services 10-26-2021 Enterprise Agreement (whichever applicable), the Online Services Terms, and the Microsoft SLA. 11. In the event an invoice for a Microsoft Product resold by RSM or its Affiliate to Client is thirty (30) days past due, in addition to any other remedies available to it at Law or in equity, upon written notice to Client, RSM may suspend or terminate Client’s use of, access to, and the services provided to Client by, the Microsoft Product. RSM will not be liable for any resulting loss, damage or expense connected with such suspension or termination, including, but not limited to, any loss of information or data stored on such Microsoft Product. 12. RSM shall be, and Client shall maintain RSM as, Client’s “partner of record” with Microsoft. Except where Client has entered into an Enterprise Agreement with Microsoft and has an agreement with either Microsoft or another service provider to provide support services to Client in connection with the Microsoft Product, RSM shall be Client’s primary point of contact for the Microsoft Product and Client shall direct any and all operational and technical issues, requests for support and questions regarding the Microsoft Product to RSM. In the event RSM is providing support Services in connection with the Microsoft Product and the applicable Statement of Work, Change Order, or purchase order does not reference RSM’s support policies, hours or service levels, RSM’s support hours and service levels are available at http://rsmus.com/what-we- do/services/technology/microsoft- solutions/rsm-client-resource-center.html. RSM’s service level commitments are separate and distinct from the service level commitments promised by Microsoft to Client in Microsoft’s SLA. In no event shall RSM be held responsible or liable to Client, or its partners, principals, shareholders, members, directors, officers, employees, Affiliates, subsidiaries, subcontractors, contractors, agents, successors or assigns, for any of the following: (i) Microsoft’s failure to maintain its service level commitments as set forth in Microsoft’s SLA; (ii) Client’s failure to timely and/or properly make a claim for a credit for Microsoft’s failure to maintain its service level commitments; (iii) Microsoft’s processing or handling of Client’s claim for a credit for Microsoft’s failure to maintain its service level commitments, including the timing of Microsoft’s decision with respect to such a claim; (iv) Microsoft’s decision whether to issue Client a credit and the amount of such credit; (v) the timing of Microsoft’s response to an incident which requires Microsoft’s assistance; and (vi) any losses or damages associated with Microsoft’s delay in responding to or resolving an incident for which its assistance is required. 13. Microsoft is an intended third-party beneficiary to this Microsoft Product Rider solely insofar as is necessary for Microsoft to enforce the terms set forth in the Customer Agreement vis-à-vis the Client. Nothing herein, however, shall grant Client the right to enforce any term of this Microsoft Product Rider against Microsoft. Client’s sole rights and remedies against Microsoft are set forth in the Customer Agreement. 14. Any terms used, but not otherwise defined herein, shall have the same meaning given to such term in the Agreement. Page 101 City of Riverdale March 29, 2022 Page 33 of 36 Master Services Agreement—Consulting Services 10-26-2021 EXHIBIT II SERVICENOW PRODUCT RIDER 1. Definitions. As used in this Exhibit, the capitalized terms below have the following meanings: a. “Client Data” means electronic data uploaded by or for Client, or any of its agents, employees, or contractors, and processed in the CSM Product, excluding ServiceNow Core Technology. b. “Client Technology” means software, methodologies, templates, business processes, documentation, or other material owned or licensed by Client and all material authored, invented, or otherwise created by Client or on Client’s behalf, other than by RSM or ServiceNow or at RSM or ServiceNow’s direction, for use with the CSM Product, excluding ServiceNow Core Technology. c. “CSM Product” means ServiceNow’s Customer Service Management software-as-a-service offering(s) made available by RSM for Client’s access and use. d. “Documentation” means the then-current ServiceNow product documentation relating to the operation and use of the CSM Product published by ServiceNow available at https://docs.servicenow.com or its successor website. Documentation includes technical program or interface documentation, user manuals, operating instructions, and release notes. e. “ServiceNow” means ServiceNow, Inc. f. “ServiceNow Core Technology” means: (i) the ServiceNow Products and technology and methodologies (including, without limitation, products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects and documentation) or technical or end user documentation or manuals created by or for, or licensed to, ServiceNow; and (ii) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing. g. “ServiceNow Products” means, collectively, the CSM Product and Documentation. h. “Subscription Term” means the period of authorized access to and use of the CSM Product as set forth in the applicable Statement of Work. 2. CSM Product. Client may access and use the CSM Product during the Subscription Term solely for its internal business purposes in accordance with the Documentation and the terms of this Agreement. Client will not access or use the CSM Product in a manner that exceeds Client’s authorized access and use rights as set forth in this Agreement and the applicable Statement of Work. 3. RSM Service Conditioned Upon Continued Availability. Client understands and agrees that its access and use of the ServiceNow Products and any Services from RSM that use or rely upon the ServiceNow Products, are conditioned upon the continued availability of the applicable ServiceNow Product to RSM pursuant to RSM’s Page 102 City of Riverdale March 29, 2022 Page 34 of 36 Master Services Agreement—Consulting Services 10-26-2021 contract(s) with ServiceNow. If RSM’s access and use to any ServiceNow Product is suspended or terminated for any reason, RSM may terminate the applicable Statement of Work or suspend or terminate the applicable Service. 4. Documentation. Client will have a non- exclusive, non-transferable, non- sublicensable, worldwide license to access and use the Documentation during the Subscription Term. All Documentation is Confidential Information of ServiceNow. 5. Restrictions. With respect to the ServiceNow Core Technology, Client will not (and will not permit others to): (i) use it in excess of contractual usage limits (including as set forth in a Statement of Work), or in a manner that circumvents usage limits or technological access control measures; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share, or otherwise make any of it available for access by third- parties; (iii) access it for the purpose of developing or operating products or services for third-parties in competition with the ServiceNow Core Technology; (iv) disassemble, reverse engineer, or decompile it; (v) copy, create derivative works based on, or otherwise modify it; (vi) remove or modify a copyright or other proprietary rights notice in it; (vii) use it to reproduce, distribute, display, transmit, or use material protected by copyright or other worldwide intellectual property or other intellectual property or proprietary right (including the rights of publicity) without first obtaining permission of the owner; (viii) use it to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or otherwise engage in a malicious act or disrupt its security, integrity, or operation; or (ix) access or disable any RSM, ServiceNow, or third-party data, software, or network (other than the CSM Product as made available by RSM). 6. Client License. Client hereby grants to RSM all rights, consents, and authority necessary or useful for RSM and ServiceNow to: (i) provide the CSM Product to Client; (ii) grant to ServiceNow a royalty-free, fully-paid, non- exclusive, worldwide license to use Client Data and Client Technology solely to provide and support the ServiceNow Products being provided to Client; and (iii) collect, process, store, transmit, and otherwise use the electronic data uploaded or processed by or for Client through the CSM Product. 7. Feedback. If Client provides suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to the ServiceNow Products (collectively, “Feedback”) to RSM or ServiceNow, Client hereby grants to RSM and ServiceNow a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to use, license, and commercialize such Feedback (including by incorporation of such Feedback into ServiceNow Core Technology) without restriction. Client agrees that RSM may provide Feedback given to RSM to ServiceNow. 8. Use of Aggregate Data. Client agrees that ServiceNow may collect, use, and disclose quantitative data derived from the use of the CSM Product for industry analysis, benchmarking, analytics, marketing, and other business purposes in support of the provision of the CSM Product. ServiceNow shall not share, sell, rent, or trade such data Page 103 City of Riverdale March 29, 2022 Page 35 of 36 Master Services Agreement—Consulting Services 10-26-2021 with third parties for their promotional purposes. All data collected, used, and disclosed will be in aggregate form only, will not identify Client or any of its users or be capable of re-identification with use of other publicly available data and will not include or use Client Data. 9. Compliance with Laws. Client will comply with all Laws applicable to its use of the ServiceNow Products, including those applicable to collection and processing of Client Data in ServiceNow’s systems through the CSM Product. Client agrees to provide any required disclosures to and obtain any required consents for the transfer of Client Data to RSM and ServiceNow. 10. Export Compliance. Client will comply with local and foreign export control Laws, including U.S. export control Laws. Client acknowledges that the ServiceNow Products are subject to U.S. Export Administration Regulations (“EAR”) and that Client will comply with EAR. Without limiting the foregoing, Client represents and warrants that: (a) it is not located in, and will not use any ServiceNow Products from, any country subject to U.S. export restrictions (currently including Cuba, Iran, North Korea, Sudan, Syria, and Crimea Region); (b) Client will not use the ServiceNow Products in the design, development, or production of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, sounding rockets, or unmanned air vehicle systems; and (c) Client is not prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. In addition, Client is responsible for complying with any local Laws that may impact Client’s right to import, export, or use ServiceNow Products or any of them. 11. High Risk Activity. The ServiceNow Products are not designed for any purpose requiring fail-safe performance, including stock trading, financial transaction processing, operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life sup port machines, weapons systems, or other management or operation of hazardous facilities or applications for which failure could result in death, personal injury, or severe physical, property, or environmental damage (each, a “High Risk Activity”). ServiceNow, its licensors, and suppliers expressly disclaim all warranties of fitness for any such use. 12. Disclaimer of Warranties. To the maximum extent allowed by law, RSM and ServiceNow disclaims all warranties of any kind (express, implied, statutory, or otherwise, oral or written, including warranties of merchantability, accuracy, title, non- infringement, or fitness for a particular purpose, and any warranties arising from usage of trade, course of dealing, or course of performance) regarding the ServiceNow Products. 13. Data Processing. Client hereby grants to RSM all rights, consents, and authority necessary and useful for RSM to collect, process, store, transmit and otherwise use Client Data uploaded or processed by or for Client through the ServiceNow Products. In the event the Client Data includes Personal Information collected in Canada, RSM or ServiceNow may store, transfer and process such Client Data in locations and on servers located outside of Canada, including Page 104 City of Riverdale March 29, 2022 Page 36 of 36 Master Services Agreement—Consulting Services 10-26-2021 jurisdictions such as the United States whose data protection laws differ from those of Canada. As a result, such Personal Information may be subject to access requests from governments, courts, or law enforcement in those jurisdictions, including the United States, according to the laws in those jurisdictions. ServiceNow may engage ServiceNow affiliates and third parties as sub-processors of Client Data in connection with the ServiceNow Products. From time to time, RSM may provide Client with notice of such sub-processors used or proposed to be used by ServiceNow, including via postings to RSM’s client portals or websites, and, in any event, Client may request notice of such sub-processors from RSM at any time. Client may object to any such current or proposed sub-processor within ten (10) days after notice of the same is first posted or provided by RSM if Client reasonably determines that such sub-processor is unable to process Client Data in accordance with the terms of the Agreement. Upon receipt of such an objection, RSM and Client shall discuss and attempt in good faith to resolve the issue. If Client and RSM are not able to resolve the issue within forty-five (45) days after RSM’s first notice to Client of such sub-processor, Client may terminate the affected Services upon notice to RSM on or prior to the end of such forty-five (45)-day period. 14. SOLE RECOURSE TO RSM. SERVICENOW IS AN INTENDED THIRD- PARTY BENEFICIARY TO THIS SERVICENOW PRODUCT RIDER SOLELY INSOFAR AS IS NECESSARY FOR SERVICENOW TO ENFORCE THE TERMS SET FORTH HEREIN VIS-À-VIS CLIENT. NOTHING HEREIN, HOWEVER, SHALL GRANT CLIENT THE RIGHT TO ENFORCE ANY TERM OF THIS SERVICENOW PRODUCT RIDER AGAINST SERVICENOW. CLIENT UNDERSTANDS AND AGREES THAT IT IS NOT IN PRIVITY OF CONTRACT WITH SERVICENOW AND IT SHALL LOOK SOLELY TO RSM WITH REGARDS TO ANY ACTIONS, SUITS, CLAIMS, OR PROCEEDINGS ARISING OUT OF OR RELATED TO THE SERVICENOW PRODUCTS OR THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, IF CLIENT WISHES TO ASSERT A LEGAL ACTION, SUIT, CLAIM, OR PROCEEDING AGAINST SERVICENOW ARISING OUT OF OR RELATED TO THE SERVICENOW PRODUCTS OR THIS AGREEMENT, IT MUST NOTIFY RSM THEREOF AND REQUEST THAT RSM BRING SUCH CLAIM DIRECTLY AGAINST SERVICENOW ON CLIENT’S BEHALF. RSM, IN ITS SOLE DISCRETION, SHALL HAVE THE RIGHT TO DETERMINE WHETHER ANY SUCH CLAIM IS BROUGHT AGAINST SERVICENOW AND CONTROL AND SETTLE ANY SUCH CLAIM. CLIENT’S REMEDIES WITH RESPECT TO THE SERVICENOW PRODUCT WILL BE LIMITED TO WHATEVER RECOURSE MAY BE AVAILABLE, AND IS SUBJECT TO ALL RESTRICTIONS AND OTHER LIMITATIONS AS MAY BE SET FORTH, IN RSM’S CONTRACT(S) WITH SERVICENOW. Page 105 CITY OF RIVERDALE PROCLAMATION WHEREAS, we continue to live through the COVID-19 pandemic, we are reminded of the extraordinary importance of maintaining a clean and healthy environment; and WHEREAS, the global community faces challenges such as health issues, food and water shortages, and economic struggles; and WHEREAS, all people, regardless of race, gender, income, or geography, have a right to a healthy, sustainable environment with economic growth and opportunity; and WHEREAS, we are all caretakers of our planet and have an obligation to combat climate change and environmental degradation to preserve the Earth’s beauty and resources; and WHEREAS, it is necessary to broaden and diversify this global movement to achieve maximum success; and WHEREAS, this year marks the 51st anniversary of the Earth Day movement, let it be known that the city of Riverdale, Iowa, encourages all businesses, institutions, and individuals to celebrate the Earth and commit to caring for the planet and its resources. THEREFORE, be it resolved that I, Anthony Heddlesten, Mayor of the City of Riverdale, Iowa, do hereby proclaim April 22, 2022: EARTH DAY And encourage people in Riverdale to combat climate change and environmental degradation, support green economy initiatives, and encourage others to undertake similar actions. ________________________________________________________ Anthony Heddlesten, Mayor City of Riverdale, Iowa Page 106