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10. Telecom Board Agenda Packet - July 5, 2023
BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Rich Kurtenbach Mike Young Amy Wienands City Council Liaison: Rob Nichols WATERLOO Telecommunications Utility Board of Trustees July 5, 2023 Harold E. Getty Council Chambers 4:00 p.m. 1. Roll call. 2. Approval of agenda, as presented. 3. Approval of minutes of June 21, 2023, as proposed. 4. Resolution approving award of bid to ITG Communications, LLC of Hendersonville, TN in the amount of $77,864,565.10, approving the contract, bonds, and certificate of insurance, in conjunction with the FY 2023 Fiber -to -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1080, and authorizing the Board Chair and Board Secretary to execute said documents. 5. Motion approving an amendment to the conflict waiver with Ahlers and Cooney, P.C., for a cooperation agreement for the Waterloo Telecommunications Utility Board and the City of Waterloo for the FTTP and City backbone project, and authorizing the Board Chair and Board Secretary to execute said document. 6. Motion approving award of the 2023 Equipment and Services RFP to ePlus Technology, Inc., of Herndon, Virginia, and authorizing the Board Chair and Board Secretary to execute necessary documents. 7. Motion approving appointment of Eric Lage to the position of General Manager of Telecommunications, effective July 24, 2023, subject to the approval of an employment agreement. 8. General update from consultants, city staff, and board member comments. 9. Adjourn. Kelley Felchle Board Secretary TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES Harold E. Getty Council Chambers June 21, 2023 4:00 p.m. Members present: Young, Wienands, Batemon and Kurtenbach. Absent: Van Fleet Council Liaison Rob Nichols. Approval of Agenda. Moved by Young seconded by Batemon that the Agenda, as proposed, be approved. Voice -vote Ayes: Four. Motion carried. Approval of Minutes. Moved by Young seconded by Batemon that the minutes of May 31, 2023, as proposed, be approved. Voice -vote Ayes: Four. Motion carried. Public Hearing FY2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088. Moved by Young seconded by Batemon to open the hearing, receive, and file proof of publication of notice of public hearing. Voice -vote Ayes: Four. Motion carried. This being the time and place for the public hearing, the board chair called for public comments and there were none. Moved by Wienands seconded by Batemon to close the hearing and file any comments received. Voice -vote Ayes: Four. Motion carried. Resolution confirming approval of plans, specifications, form of contract, etc., and authorizing to proceed. Moved by Young seconded by Wienands. Roll call -vote Ayes: Four. Motion carried. Resolution No. 2023-014. Moved by Batemon seconded by Young to receive, file, and instruct the Board Secretary to read bids, and refer to the consultant for review. Voice -vote Ayes: Four. Motion carried. FY 2023 Fiber -to -Premise Feeder/Distribution and Backbone Network Project Contract No.1088 — June 15, 2023 Bid Tab Bidder Bid Security Bid Amount Quanta Telcom Solutions, Loganville, GA 5% Division 1 Base Bid Work — FTTP: $25,078,825.63 Division 1 Base Bid Total Price: $25,078,825.63 Division 2 Base Bid Work — Backbone: $17,778,688.69 Division 2 Base Bid Total Price: $17,778,688.69 Base Bid Total (Div. 1 + Div. 2): $42,857,514.32 Base Bid Total (Div. 1 + Div. 2) + Alternate A: $75,741,806.40 Base Bid Total (Div. 1 + Div. 2) + Alternate B: $72,783,523.50 Base Bid Total (Div. 1 + Div. 2) + Alternate C: $81,676,917.39 Base Bid Total (Div. 1 + Div. 2) + Alternate D: $78,718,634.49 Page 2 MP Maple Lake, MN 5% Division 1 Base Bid Work — FTTP: $24,281,864.47 Division 1 Base Bid Total Price: $32,093,975.71 Division 2 Base Bid Work — Backbone: $17,583,127.35 Division 2 Base Bid Total Price: $23,286,241.03 Base Bid Total (Div. 1 + Div. 2): $55,380,216.74 Base Bid Total (Div. 1 + Div. 2) + Alternate A: $96,862,423.38 Base Bid Total (Div. 1 + Div. 2) + Alternate B: $96,862,423.38 Base Bid Total (Div. 1 + Div. 2) + Alternate C: $104,874,457.18 Base Bid Total (Div. 1 + Div. 2) + Alternate D: $104,874,457.18 Michels Power Neenah, WI 5% Division 1 Base Bid Work — FTTP: $29,851,646.71 Division 1 Base Bid Total Price: $29,851,646.71 Division 2 Base Bid Work — Backbone: $26,270,161.07 Division 2 Base Bid Total Price: $26,270,161.07 Base Bid Total (Div. 1 + Div. 2): $56,121,807.78 Base Bid Total (Div. 1 + Div. 2) + Alternate A: $100,570,218.87 Base Bid Total (Div. 1 + Div. 2) + Alternate B: N/A Base Bid Total (Div. 1 + Div. 2) + Alternate C: $106,871,767.66 Base Bid Total (Div. 1 + Div. 2) + Alternate D: N/A ITG Communications, 5% Division 1 Base Bid Work — FTTP: $15,100,874.07 Division 1 Base Bid Total Price: $21,244,963.93 Division 2 Base Bid Work — Backbone: $13,281,835.68 Division 2 Base Bid Total Price: $16,448,982.14 Base Bid Total (Div. 1 + Div. 2): 37,693,946.07 Base Bid Total (Div. 1 + Div. 2) + Alternate A: $66,565,919.83 Base Bid Total (Div. 1 + Div. 2) + Alternate B: $66,565,919.83 Base Bid Total (Div. 1 + Div. 2) + Alternate C: $77,864,565.10 Base Bid Total (Div. 1 + Div. 2) + Alternate D: $77,864,565.10 LLC Tullahoma, TN Courtney Violette, Magellan Advisors, provided an overview to the board of the necessity to go back out to bid on the project. The apparent low bid is ITG Communications, LLC at this point. He shared that his team had a chance to meet with Jamie Knutson and Randy Bennett with the City of Waterloo. Jamie Knutson, City Engineer, explained that they were quite happy to see that the project could afford to keep the fiber buried at the 40 inch mark. Courtney Violette commented that the award will be at upcoming meetings. Kelley Felchle, Board Secretary, shared that the contract award is slated for the July 3rd City Council meeting and July 5th Telecommunications Board meeting. Courtney Violette updated the board that the Middle Mile grant was not awarded to the City of Waterloo. Only one project in the state of Iowa was awarded and that was with MidAmerican Energy. Motion approving commercial property, general liability, workers compensation, business auto, commercial umbrella, crime and fidelity, and linebacker liability insurance coverage with EMC Insurance, for a total premium of $9,441, effective July 1, 2023 through June 30, 2024, and authorize the Board Secretary to execute necessary documents. Moved by Young seconded by Batemon Voice -vote Ayes: Four. Motion carried. Page 3 General update from consultants, city staff, and board member comments. Courtney Violette, Magellan Advisors, explained that Magellan has been working on financials the last couple of weeks to separate the backbone financials from the utility budget financials and both have been turned over to Maggie Burger. He shared that the network electronics bids have come in and are about one million dollars under budget. He also shared that the website is live and encouraged everyone to check it out. Maggie Burger, Speer Financial, explained that they have received updated financials and will be at the meetings of July 3rd and July 5th to explain the financing prior to awarding the contracts. The utility will need to set rate at the second meeting in July in order to begin to pay bills and secure financing. Steve Nadel, Ahlers and Cooney, commented that the 28E Agreement will be reviewed when the new Director is onboard. With no further business before the board, it was moved by Moved by Young seconded by Batemon that the meeting be adjourned at 4:30 p.m. Voice -vote Ayes: Four. Motion carried. Kelley Felchle Board Secretary STATEMENT OF BIDDER'S QUALIFICATIONS (To be submitted by the Bidder only upon the specific request of the City of Waterloo, Iowa.) All questions must be answered and the date given must be clear and comprehensive. This statement must be notarized. If necessary, questions may be answered on separate attached sheets. The Bidder may submit any additional information he desires. 1. Name of bidder. ITG Communications, LLC 2. Permanent main office address. 152 Molly Walton Dr Hendersonville TN 37075 3. When organized. 2013 4. If a corporation, when incorporated. 2013 5. How many years have you been engaged in the contracting business under your present firm or trade name? 10 6. Contracts on hand: (Schedule these, showing amount of each contract and the appropriate anticipated dates of completion.) • Comcast; $XXm, continuous contract • Charter; $XXm, continuous contract • Prentiss County Electric; $10M (completed) • Coast EPA; $8M • First Electric; $15m (4 year project) • Tombigbee; $20m (2 year project) • East Central Energy; $250m (4 year project) • White River Valley; $30m (3 year project) • Connect 2 First; $15m (3 year project) • Singing River Electric; $15m (3 year project) • Joe Wheeler; $l0m (3 year project) • Coosa Valley Electric; $12m (3 year project) 7. General character of work performed by your company. • Fiber Construction; Aerial and Underground • Drop Bury; Aerial and Underground • Fulfillment / Home Installation 8. Have you ever failed to complete any work awarded to you? If so, where and why? No STATEMENT OF BIDDER'S QUALIFICATIONS PAGE 1 OF 2 PAGES 9. Have you ever defaulted on a contract? If so, where and why? No 10. List the more important projects recently completed by your company, stating the approximate cost for each, and the month and year completed. 11. List your major equipment available for this contract. • Bucket Trucks; Insulated and Non -Insulated • Directional Drills • Truck Fleet • Other; Mini-Excavator(s), trencher(s), Plow(s), Splicing trailers 12. Experience in construction work similar in importance to this project. • Comcast construction; Fiber Build Aerial and Underground • Charter Communications; Fiber Build Aerial and Underground • Frontier Communications; Fiber Construction • Electric Cooperatives; Fiber Construction Aerial & Underground, Drops, and Installation o Prentiss County Electric (MS) o Coast EPA (MS) o First Electric (AR) o Tombigbee (AL) o Pea River (AL) o East Central Energy (MN) o White River Valley Electric (MO) o Connect 2 First (AR) o City of Cabot Arkansas (AR) o Singing River Electric (MS) o Coosa Valley Electric (AL) o Joe Wheeler Electric (AL) STATEMENT OF BIDDER'S QUALIFICATIONS PAGE 2 OF 2 PAGES 13. Background and experience of the principal members of your organization, including the officers. a• i Michael Brooks CEG, Amami Mr. kbchasl Brooks a de Co - Finder ar6 CEO al r n ctererrunkrxbri.Loc maxi I} r41>paw+ far NW dely t o d the Ccrrie y. Prior to faurdorp Fffl. Wr. 9moirs served re Prandial ri FTS USA, a dr uan 4f Ural* GlairWOW" lrate2C98 to 24f3 and was raapatrlrble ice tUdrq ? ilia r rather. obis NI lr>~i eeedr nce mints pvndeF ;'Ar &Wm bon a rostey in. The Cable inikelry. Merin 1rs career as an meter sad Fireireasehi viertag he ray uio sweat iTeregirlartrevamrs. W s utarwfallr Faridsd grid b Heir UTV Seldom. e oornpriy Im Owed use Op.rned trig RIM mid in VETO Cuba! Eitr+soes ri Chris Parkins Pras,oere Par+rer Mr CtreisKihor Notre ra the Prey dent Fur ITG CwrgrairiioeMora. ILC ma is ammonia is kr Inorerexi are Ireignstrg C r gtljfi rt*rr tichreerk afid CP1fPgrAW op neba is F4ker frG, Mr. Parkes served as CEOaaf FT5 USA WOO to 2013 "re Ives rispai skis FW 4wilrrp t tiro a enicral vale eight and aordlrueileeark. pewterer Mr P oise hour t.d f IS rn 2 iO i use sold t l4 V r+Tsi a1 2444 Y. Paddle has ■ Wrar Weary in the Gobie rrdtery. minim tan moor ▪ *n !MAW .rrl 1:rear*1Mr.11r walks his wiry rrYa sertiw rrsneperrtiargf Fanners ad Guitar Fier ConvarKatere utd LBki C STATEMENT OF BIDDER'S QUALIFICATIONS Troy McClendon E,.$ctiera WA.Preade.lr Pors7rr Mr Tray McCleheerr hObi VIP Far ITG Gamest .aSena . hre and la re:wet* la 8uiera are Man,* k tehard.. Atom ha trim crow 3F1 rats d mandwrid and webs■a:enerr Pm". to Era IQ IJeCerrIon wee tee Eourtidnr wild PrOment of EGGS &Alma LLG_ a Ccrrrp ends and Monied IT Snarly Services .EXr irea r Fawn '150101 E4Zea. Ph !i GC*rk 1 swwdas Gcr-foarrdsr aid President d Ewsreat Tichnetapaes. ■conslfvrrg =limy the MOS 6rr.lrty r r ce peg rrripurlant too FT secAity war pawl so- play in seaLeatmg rxmparrres• assets. Sim* / . far. M Cenea i hes (reed Mt stranceaN teC service-axrsa econeeees. iotxes-141lIy grvrkra reeram erg Proem N 201, Pew Ilk-Claiikri sold EGPS yearn', LI.C. Varna tom as Rarefied Ffeelm Smarty. m e ration rtrif jNj d Bari hC r CREW] vQ+r w�p scrnpa rx Chris Hamill Sr. W ai Opeinsora Mr Warm Marled the Leonean clews Indinayr 22 years ape as warns* arns* smirk-F. men >ap4uK. aged tea is Sie rupRrrwna Ho Oegaria#a a se% Forme tor warp. es are realm:Di i on przieclx ear C, . "Ulm Whiari and ChatlarUsta EAU 5aen a44rr. he began warliprig yr [reads iv aspr rise mehdelp Varian. ` Fera.arrrsl. Cemeasst and 1T Teksh a Mar end se ae /rgsa mana9se en rrthele pmjacn .raves der sauteed ridludra the north Adpbrna Eltot COOGnlrative FTTH Firer ors well as merry edits. bwi. aktrro-it 16 years ei Mai expert rice me* in trie FTFH rtrlir*gI. Hi kiss rrp$aV N1 rprd Ecrrrrnurvess arid Wa+ j Warlaga Cararftmrcaours is Not &T nqF+ s#wed err nrd marti. so- urrdrrperve4 wears. PAGE 4 OF 2 PAGES Torn Griffin VPati Oper ices Mr. Oren ■tarspl by -r+rgss tratelalemer*rwricanars odkrary. as aecraritangminter la r. i1re.tr Telephone C eripsnbs In 44:rwrar of 151951 Fh NE15 Ton recerksll Ins 1ascii &egad P,1essi n i Enoneseirctl rusk Mired la hi hcricrimirk rt Meuati•v. ems.iW. aft? Ow accepted a aalal as general Fri/stager N I en FLLEC serving reerri.i.i M.g4gs .1 r# Mlwellrppr Must recent, Tarrt Firma ma ai C Frgl Eiertulhis Ofter d lief mope Ceirirerreesen. LLC. a headquatered vt Rcrssvrll.. Georgia In the T. 71:rn aft resocraitiefor muvgvq grape►, ys rp sitatirde cst eacelhar i. and praaldrig eiriaisc vision Per de Al V..ps Prrdrrg eit d Cif 00% - Fiber Isr ITG, TWO Nit anal ate DWI sr derek ping the ilb r d epto}nerit IPMNIMMI of 1TC, n1 was E Merle C prtrarrfrr ark ff,ra+ 14. Credit available: $ $45m 15. Give bank reference: Regions Bank 16. Will you, upon request, fill out a detailed financial statement and furnish any other information that may be required by the City of Waterloo, Iowa? Yes 17. The undersigned hereby authorizes and requests any person, firm, or corporation to furnish any information requested by the City of Waterloo, Iowa, in verification of the recitals comprising this Statement of Bidder's Qualifications. Dated at , this 22nd day of June , 2023. 6 c-0-k4- (Name of Bidder) By: Title: CEO State of J enne.5.S€P ) County of sttirvirlef ) ,4 tcho,`o % 13r ci 3 , being duly sworn deposes and says that he is CEO of T6- Ciwam0..4rors' (Name of Organization) and that the answers to the foregoing questions and all statements therein contained are true and correct. �, G ra y/,,,. ''%/,,�� "' STATEMENT OF BIDDER'S QUALIFICATIONS ) ss: Subscribed and sworn to before me this o"Zday of LTr u .6 , 2002,Z. Not Public My commission expires T i.»t' 3 4 , g a6 PAGE 4 OF 2 PAGES Magellan --#*An ENTRUST Solutions Group Company Project Title: City of Waterloo 2023 Construction of a Fiber -to -the -Premise Feeder/Distribution and Backbone Network Memo Title: Recommendation for the Fiber Contract 1088 Award On June 1, 2023, the City of Waterloo solicited notice for sealed proposals for the F.Y. 2023 Construction of a Fiber - to -the -Premise Feeder/Distribution and Backbone Network. The objective was to contract with a qualified and experienced firm(s) to build the necessary components to create the high-speed FTTP (Fiber -to -the- Premise) XGS- PON (10 Gigabit Symmetrical -Passive Optical Network) communications Network (the Project) within the City's defined Service Area and prepare it to deliver backbone and fiber -to -the -home services. The Proposals were opened on June 15, 2023, and four (4) proposals received were qualified bidders. The responsive firms are as follows: 1. ITG Communications, LLC 2. Michels Power 3. MP Nexlevel, LLC 4. Quanta Telecom Solutions After careful review and analysis by the Magellan/ENTrust Team, Magellan/ENTrust recommends an award of the Fiber Contract 1088, be made to ITG Communication, LLC, with proposal of Base Bid (Division 1 + Division 2) with alternate "C" (1) 1' installed at 42" HDD and Vaults, as the lowest responsible, responsive firm. Based on their Proposal and experience ITG Communications, LLC, is the most responsible and responsive firm to undertake the telecommunication fiber project outlined in support of the needs of the City of Waterloo. Items of Consideration: Change Order for Drop Installation: Another compelling reason for ITG Communications, LLC, is their capability to manage fiber drop installations. By partnering with ITG, the City should address ITG's ability to manage fiber drops and provide pricing as a potential change order or an amendment to the contract for the project with fiber drop options. Also, request a scope of work (SOW) on the placement method of the installation of the fiber drops; small conduit, direct bury flat drop, etc. www.MAGELLANBROADBAND.com 1 1 Cost Reduction Opportunity: --#*An ENTRUST Solutions Group Company Magellan The ability to optimize project resources and implement cost-effective solutions will undoubtedly contribute to significant cost reductions for this fiber contract. After evaluation of ITG's Bill of Materials (BOM) proposal, Magellan/ENTrust has identified a cost reduction opportunity, that the City should leverage during contract negotiations with material pricing proposed by ITG. Example: Item 243 — CommScope CSC150 Micro Closure — CSC150 - C5A1A1BA000 Ability to Work in Winter or Cold Weather: It is critical to consider ITG's capacity to operate properly in wintry weather because the communications project will continue throughout the winter season. The City of Waterloo should request a plan/timeline, a detailed list of the equipment, upkeep, and inspection methods, security measures, and knowledge needed to reduce the hazards involved with winter operations. The success of this project depends on their dedication to producing high -quality outcomes on schedule regardless of the weather. Attachment A: ITG Communications "Statement of Bidder's Qualifications" If you have any further questions or need more information, please contact us. Thank you for your attention to this matter. www.MAGELLANBROADBAND.com 2 1 AHLERS COONEY ATTORNEYS Quentin Hart Mayor City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 January 26, 2023 Ahlers & Cooney, P.C. Attorneys at Law 100 Court Avenue, Suite 600 Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com Kristine Stone 515.246.0314 kstone@ahlerslaw.com Andrew Van Fleet Board Chair Waterloo Communications Utility Board 715 Mulberry Street Waterloo, Iowa 50703 RE: 28E for FTTP and City backbone project Dear Mr. Hart and Mr. Van Fleet: This waiver letter confirms that our Firm has been asked to represent the City of Waterloo with respect to the preparation of a 28E Agreement between the City of Waterloo and the Waterloo Communications Utility Board related to the bidding and construction of the Fiber - to -the -Premises (FTTP) and City Backbone Project. It is our understanding that this Project will be bid in early 2023, and construction will last through 2026. We will be asked to assist with the drafting of a 28E Agreement outlining each party's responsibilities and obligations as it relates to the FTTP and City Backbone Project. As you know, our Firm has existing client relationships with the City of Waterloo and the Waterloo Communications Utility Board. Given the proposed concurrent representation of the Parties, we cannot undertake a representation where we will advocate or negotiate for one party against the other. However, our ethical rules allow us to undertake representation of both parties to a transaction provided that we can competently and diligently represent each client, and each client provided informed consent in writing to the representation. We believe that we can competently and diligently represent both the City of Waterloo and the Waterloo Communications Utility Board in the limited role of memorializing a 28E Agreement as determined by the Parties. The City of Waterloo and the Waterloo Communications Utility Board must determine the terms to include in the Agreement (between you) and then provide such terms to us to include in the Agreement. In our limited role as the scrivener, the more details you work out between you and provide to us, the better. In the course of drafting we may identify categories of essential terms you have not addressed, in which case we will suggest that both parties coordinate and let us know what specific terms you mutually agree on for each such category. We may also include stock or customary terms in the draft we provide with no intent of favoring either party over the other. Any such terms may be rejected or modified by either of you and, as with all terms in the Agreement, are subject to mutual agreement between you and can be revised by you. Through the proposed limited joint WISHARD & BAILY - 1888; GUERNSEY & BAILY- 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER, AHLERS & COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. -1990 January 26, 2023 Page 2 representation, we can assist you in documenting the Agreement you reach on an amicable and mutually advantageous basis. In the event there are actual disagreements of substance or content between the Parties, we will decline to advise either party with respect to such issue. Should an issue arise for which the Parties cannot reach agreement on your own, we would need to withdraw from further representation of both Parties with respect to the Agreement. Such withdrawal would not, however, impact our on -going representation of the City of Waterloo or the Waterloo Communications Utility Board on all other matters. In the course of the joint representation of the Parties, we will not have communications with one party relevant to the Agreement that are confidential from the other. For matters relevant to this limited joint representation, we have a legal and ethical duty to share with both of you the information we receive and the comments that we give. In other words, your conversations with us with respect to the Agreement are not privileged as between the two of you and could not be claimed as privileged should any dispute arise between you. If you want independent advice concerning the terms of the Agreement, or if you wish to be able to discuss matters in complete privacy, you will need to seek such advice from alternate counsel. In deciding whether or not to consent to the joint representation, the Parties should consider how our limited representation as described above could or may affect them. For example, clients that are asked to consent to conflicts should consider whether there is any material risk that their attorney will be less diligent on their behalf due to the conflict. Similarly, clients should consider whether there is any material risk that their confidential information or other proprietary matters will be used adversely to them due to the conflict. We do not believe that our obligations of loyalty and confidentiality to any party will impair our ability to represent the Parties in this matter in the limited manner described herein, but of course you may ask us any questions you may have regarding the contents of this letter and/or seek the independent advice of a lawyer outside of our Firm regarding the contents of this letter. Please respond to this request by either signing and returning this letter or informing us that you decline to approve and consent to this joint representation. We will only be able to represent the Parties in this matter if both Parties are in agreement regarding this limited representation. Sincerely, AHLERS & COONEY, P.C. By Kria-tCs4e'Sto-vtei Kristine Stone January 26, 2023 Page 3 The City Council of the City of Waterloo hereby waives and consents to any actual, potential, or perceived conflict of interest associated with Ahlers & Cooney, P.C.'s representation of the Waterloo Communications Utility Board and the City of Waterloo regarding the 28E Agreement for the FTTP Project. Dated this 20th day of February , 2023. City Council of the City of Waterloo: By: Quer itz 9-Uri Mayor January 26, 2023 Page 4 The Waterloo Communications Utility Board hereby waives and consents to any actual, potential, or perceived conflict of interest associated with Ahlers & Cooney, P.C.'s representation of the Waterloo Communications Utility Board and the City of Waterloo regarding the 28E Agreement for the FTTP Project. Dated this 22nd day of February , 2023. Board of Trustees of the Waterloo Communications Utility: By: cr Board Chair AHLERS COONEY ATTORNEYS Quentin Hart Mayor City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 June 28, 2023 Ahlers & Cooney, P.C. Attorneys at Law 100 Court Avenue, Suite 600 Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com Kristine Stone 515.246.0314 kstone@ahlerslaw.com Andrew Van Fleet Board Chair Waterloo Communications Utility Board 715 Mulberry Street Waterloo, Iowa 50703 RE: Amendment to conflict waiver for cooperation agreement for FTTP and City backbone project Dear Mayor Hart and Mr. Van Fleet: This letter is being sent to amend the prior conflict waiver authorizing our Firm to prepare an Agreement between the City of Waterloo and the Waterloo Communications Utility Board related to the bidding and construction of the Fiber -to -the -Premises (FTTP) and City Backbone Project. Additional cooperation, sharing, and/or joint use agreements related to the backbone and the FTTP network are required between the City and Utility and this amendment confirms your agreement to our Firm's joint representation of the Parties in these matters. The terms and conditions of this amendment are the same as the terms and conditions identified within our January 26, 2023 letter. The specific agreements which this amendment covers include, but are not limited to, the following: 1. Agreement for Maintenance and Fuel. 2. Agreement(s) for sharing personnel, equipment, vehicles, facilities and benefits. 3. Joint use agreement (backbone). 4. Any other agreements between the City of Waterloo and the Waterloo Communications Utility Board related to the use of City employees, facilities, equipment, services, financing, or other matters relating to the design, construction, operation and/or financing of the Waterloo Communications Utility or the City Backbone. Please respond to this request by either signing and returning this letter or informing us that you decline to approve and consent to this joint representation. We will only be able to represent the Parties in the above -referenced matter if both Parties are in agreement regarding this limited representation. WISHARD & BAILY - 1888; GUERNSEY & BAILY- 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER, AHLERS & COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. -1990 June 26, 2023 Page 2 Sincerely, AHLERS & COONEY, P.C. By Kri4tttrieiSto-v e Kristine Stone By ,Seeuevr `I, 71 Steven M. Nadel 02212998-1 \ 11310-157 June 26, 2023 Page 3 The City Council of the City of Waterloo hereby waives and consents to any actual, potential, or perceived conflict of interest associated with Ahlers & Cooney, P.C.'s representation of the Waterloo Communications Utility Board and the City of Waterloo regarding Agreements between the City and the Utility related to the Communications Utility and/or the City Backbone. Dated this day of , 2023. City Council of the City of Waterloo: By: Mayor June 26, 2023 Page 4 The Waterloo Communications Utility Board hereby waives and consents to any actual, potential, or perceived conflict of interest associated with Ahlers & Cooney, P.C.'s representation of the Waterloo Communications Utility Board and the City of Waterloo regarding Agreements between the City and the Utility related to the Communications Utility and/or the City Backbone. Dated this day of , 2023. Board of Trustees of the Waterloo Communications Utility: By: Board Chair Magellan ---#*An ENTRUST Solutions Group Company Project Title: City of Waterloo 2023 Equipment and Services Request for Proposal Memo Title: Recommendation for Award of Proposal On May 4, 2023, the City of Waterloo solicited notice for proposals from qualified value-added resellers to provide network hardware, software, and installation services to implement the Waterloo Fiber Communication Service Provider network. The objective was to contract with qualified and experienced firm(s) to supply, configure, install, and test the necessary components to create the high-speed FTTP (Fiber -to -the- Premise) XGS-PON (10 Gigabit Symmetrical -Passive Optical Network) communications Network (the Project) within the City's defined Service Area and prepare it to deliver fiber -to -the -user services. Two Proposals were received and opened on June 1, 2023, from: 1. KGPCo 2. ePlus Technology Inc. After careful review and evaluation by the Magellan/ENTrust Team, Magellan/ENTrust recommends an award of the proposal from ePlus Technology Inc., as the highest evaluated and most qualified firm. Based on their Proposal and experience ePlus Technology Inc. is the most qualified firm to undertake the Waterloo Fiber Communication Service Provider network implementation in support of the needs of the City of Waterloo. Items of Consideration: ePlus Technology Inc.'s network services group (formerly CCI Systems) has procured, implemented, and deployed many services provider networks in the US over the last 5 years. They have experience with traditional telcos, long -haul transport networks, and utilities and municipalities in the state of Iowa including Cedar Falls Utilities, ImOn, Pella Fiber, the City of Decorah, and Indianola Municipal Utility Fiber as examples. Magellan/ENTrust has previous first-hand experience with ePlus Technology Inc.'s network services group (formerly CCI Systems) in past municipal network implementation projects. They have proven themselves very capable of deploying complex FTTP networks on time and within budget. Attachment A: ePlus Response - City of Waterloo Fiber Internet Network Equipment RFP www.MAGELLANBROADBAND.com 1 1 Magellan -4*An ENTRUST Solutions Group Company If you have any further questions or need more information, please contact us. Thank you for your attention to this matter. www.MAGELLANBROADBAND.com 2 1 City of Waterloo Fiber Internet Network Equipment and Services RFP June 1, 2023 Nick Perry Senior Account Executive 13595 Dulles Technology Drive, Herndon, VA 20171 Phone: 906-282-3372 Email: nick.perry@eplus.com e June 1, 2023 City of Waterloo Thank you for offering ePlus Technology, inc. ("ePlus") the opportunity to respond to your RFP for Fiber Internet Network Equipment and Services. We have reviewed the City of Waterloo's stated goals and requirements contained in your RFP. We are confident that our solution provides a proven approach — combining appropriate practices, technology, and intellectual capital to meet and exceed your process improvement and cost savings objectives. The following response and attachments will clearly demonstrate how ePlus will assist you in achieving your goals. Our proposal contains all the supporting information you should need. ePlus is submitting its proposal on the understanding and with the expectation that the City of Waterloo and ePlus Technology, inc. will have the opportunity to work together to enter into a mutually acceptable contract for the products and services described in an agreed upon statement of work. The experience that ePlus will demonstrate throughout the process will highlight how our strengths and expertise can be applied to your organization to generate positive business results. We look forward to the opportunity in the very near future to personally present our solution. Thank you for your consideration. Sincerely, Z7dfrt Don McLaughlin Senior Vice President ePlus • 13595 Dulles Technology Drive• Herndon, VA 20171 • v: 703.984.8400 • f: 703.984.8600 • www.eplus.com e' Fiber Internet Network Equipment and Services RFP Table of Contents Executive Summary 2 ePlus Company Information 3 Section 3 — Form & Content of Proposals 8 Exhibits: Exhibit A - Point by Point Response Exhibit B - Proposal Materials and Pricing Attachments: Attachment 1- Waterloo Fiber ISP Network Design Diagrams Attachment 2 — Datasheets Attachment 3 - CCI_SYSTEMS,_INC._Advanced_Service_Provider_Architecture_Specialized_5_30_2023 Attachment 4 - CCI_SYSTEMS,_INC._Master_Service_Provider_Technology_Specialized_5_30_2023 Attachment 5- Cisco Partner Program Auth Letter_ePlus_5.26.23 Attachment B.1 - Waterloo Fiber - Professional Services Proposal COPYRIGHT AND TRADEMARKS OneSource, OneSource Procurement, Content+, and Manage+ are the trademarks of ePlus. OneSource, Procurement, Content+, and Manage+ software products are copyrighted and all rights reserved by ePlus. The style and format of this proposal is copyrighted and all rights reserved by ePlus. All other company and product names are the trademarks or registered trademarks of their respective companies. © 2000 — 2022 ePlus 13595 Dulles Technology Drive Herndon, VA 20171 703.984.8400 All rights reserved. ePlus as a Reseller ePlus is fully committed to holding the discount structure contained in our bid response for the life of the contract but is subject to future potential manufacturer changes in overall pricing models to its resellers. ePlus would require the opportunity to amend its committed discount in order to maintain an equivalent level of margin to be able to continue the supply. ePlus will provide the documentation to support manufacturer modification that supports a change any pricing structure. It is possible that changes can also occur in other manufacturer terms such as changes in warranty terms that are outside of ePlus' control and we reserve the right to modify this schedule from time to time to accommodate these potential changes by providing written notice. If changes of this nature are not something for which you would consider an exception, ePlus would merely require the opportunity to vacate the particular award(s) effected by the manufacturer's changes which are outside of our control. PROPOSAL VALIDITY PERIOD This proposal is valid for ninety (90) days from the date of submission (June 1, 2023). Page 1 e' Fiber Internet Network Equipment and Services RFP Executive Summary ePlus in partnership with Cisco, Calix, A10, NetScout, Efficient IP, Fortinet, & OpenGear is pleased to submit this response to Magellan and Waterloo Fiber. Our proposal includes all the necessary networking components to complete our "ISP Starter Kit". Along with all the awards and accreditations starting on Page 6, ePlus is one of six VAR's in the United States to hold a Cisco Master Specialization: Service Provider. This is a significant accreditation and shows our level of expertise with Cisco and more specifically in the Service Provider industry. Purpose and Promise As we have done with regional internet service providers throughout the United States, ePlus looks forward to providing one of the world's most advanced high-speed, resilient, and secure communications infrastructures. Our experience working with many regional service provider networks provides us a deep understanding of the unique blend of high-performance, security, cost containment, and operational simplicity requirements. ePlus is uniquely positioned to offer this high -scale solution that draws on years of industry experience in not only assisting other broadband operators, but also running our own previously owned broadband network (Astrea). Astrea's network includes fiber -to -the -home, cable access, IP transport, and data services throughout Wisconsin and the Upper Peninsula of Michigan. EPlus understands network needs from content acquisition to service delivery and all the necessary components in between to provide a resilient, scalable, and future -proofed network architecture that includes voice, video, data, and business services. By partnering with ePlus, any service provider can pull from this experience to plan and build out a network architecture with a long-term vision to support residents and businesses. Page 2 e' Fiber Internet Network Equipment and Services RFP ePlus Company Information ePlus drives organizations forward with sustainable technology solutions and services that provide more depth, more breadth, and more perspective. We consult with customers to assess their technology and business needs and advise them on the most effective IT strategy and approach for their organization. We then design, implement, and optimize the cloud, security, data center, networking, collaboration, and emerging solutions to enable that strategy. We back those efforts with local support, long-term service, and flexible financing and consumption models, all with the end result of helping customers thrive in the digital economy and multi -cloud world, drive better business outcomes, and stay ahead of the innovation curve. ePlus Technology, inc. is a wholly -owned subsidiary of ePlus inc., which has more than 1,500 associates serving a diverse set of customers in the U.S., UK, Europe, and Asia-Pac. The Company is headquartered at 13595 Dulles Technology Drive, Herndon, VA, 20171, USA. For more information, visit www.eplus.com, call 888-482-1122, or email info@eplus.com. Financial Overview Founded in 1990, ePlus inc. (NASDAQ NGS: PLUS) is a public company with annual adjusted gross billings of $2.6B* and shareholders equity of $660.7M as of its most recent fiscal year ending March 31, 2022. Our full financial statements of quarterly and annual audited financials can be viewed at http://www.eplus.com/investors/financial- reporting/annual-reports or www.sec.gov. Locations National Headquarters ePlus Technology, inc. 13595 Dulles Technology Drive Herndon, VA 20171 Phone: 703-984-8400 Fax: 703-984-8600 www.eplus.com List of all ePlus Locations/Offices Partnerships and Expertise PLUS Nasdaq Listed Our customers benefit from our deep collaborative partnerships with leading technology providers, enabling us to create solutions that connect the dots between IT investments and business outcomes so technology means more, and does more, for them. ePlus maintains deep partnerships with top manufacturers, including Arista, AWS, Check Point, Cisco, Dell Technologies, F5, Fortinet, Gigamon, HP, HPE, Intel, Juniper Networks, Lenovo, Microsoft, NetApp, Nutanix, Nvidia, Palo Alto Networks, Pure Storage, Rubrik, Splunk, and VMware—many who look to us for their own technology needs. ePlus. Where Technology Means More.® Page 3 e' ePlus Awards and Accreditations Awards 2022 Fiber Internet Network Equipment and Services RFP Cisco Social Impact Partner of the Year Award for the Americas CRN° 2022 Solution Provider 500 CRN° 2022 Managed Service Provider (MSP) 500 Elite 150 CRN° 2022 Tech Elite 250 Dell Technologies North America Channel Services Delivery Excellence Partner of the Year Dell Technologies Server Excellence Partner of the Year Gigamon Americas Partner of the Year Juniper 2022 Icon Award Pure Storage Customer Advocacy Partner of the Year 2021 Cisco Social Impact Partner of the Year Award for the Americas CRN° 2021 Solution Provider 500 list CRN° 2021 Managed Service Provider (MSP) 500 Elite 150 CRN° 2021 Tech Elite 250 Comparably 2021: Best Sales Team, Best Places to Work in Greater Washington DC Area, Best CEO for Women 2020 CRN° 2020 Solution Provider 500 list CRN° 2020 Managed Service Provider (MSP) 500 Elite 150 CRN° Tech Elite 250 Checkpoint Americas Cloud Partner of the Year Cisco Americas Technology Excellence Partner of the Year: Data Center Cisco Software Partner of the Year, East Region Cisco Commercial Partner of the Year, East Region Comparably 2020: • Best CEO • Best Work -Life Balance • Best CEO for Women Equinix Americas New Partner of the Year Juniper Networks Americas National Partner of the Year Juniper Networks Security Partner of the Year NetApp Public Sector Innovation Award NetApp Cloud First Partner of the Year NetAppFlash Growth Partner of the Year Vertiv 2020 SLED Partner of the Year Elaine Marion, Public Company CFO of the Year • 2020 Greater Washington Technology CFO Awards by NVTC Accreditations AICPA SSAE Type 2 SOC 1 OneSource Family of Software Products AICPA SSAE Type 2 SOC 1 Managed Services Center 2022 Partner of the Year Awards ouuo7,m�gi�, I HECHANNELCOE CRN. TECH ELITE 250 2022 I I THECNANNELCO.. THECHANNELCO. CRN. CRN. SOLUTION PROVIDER 500 2022 Cisco I'ar.ner xinrr to G, Award Winncr9 R ",% Best:reams CFI 6RFdIFR WRfHIN610N ROHN0106,1 AWARDS Page 4 e' AICPA SSAE Type 2 SOC 1 AICPA SSAE Type 2 SOC 2 HIPAA and HITECH IS09001 QMS PCI DSS Fiber Internet Network Equipment and Services RFP Service Desk Cloud Hosted Services Cloud Hosted Services Warehouse Operations Managed Services Center Advanced Authorizations and Staff Certifications $OC Strategic alliances with the industry's leading manufacturers keep ePlus engineers and sales professionals at the forefront of technology, enabling them to deliver industry -leading solutions to our clients. With an extensive roster of staff certifications, we also hold the following partnership designations: Amazon Web Services + Advanced Consulting Partner + Public Sector Partner + Solution Provider Partner + Immersion Day Partner + AWS Marketplace CPPO Partner + Storage Competency + Windows on EC2 Delivery Partner Check Point + 4 Star Partner + ASCP(EMS) Certified + Harmony Specialization Cisco: Gold Level Partner aws Dell Technologies: Titanium CheckTWARE �Point Master Specializations + Master Data Center and Hybrid Cloud Specialization + Master Collaboration Specialization + Master Networking Specialization + Master Security Specialization Advanced Specializations + Advanced Collaboration Architecture Specialization + Advanced Customer Experience Specialization + Advanced Data Center Architecture Specialization + Advanced Unified Contact Center Enterprise Specialization + Advanced SP Architecture Specialization + Advanced Security Architecture Specialization + Cisco Webex Calling with Calling Plan + Cisco Hyperflex Specialization + Cisco IoT Specialization + Cisco Webex Contact Center Specialization cISCo Partner Gold Certified Solution Provider D4 .LTechno]ogic; Portfolio and Solution Competencies: + Core Client + Server + Storage + Networking + Data Protection Fortinet F::ERTII1ET Expert Partner Level + SD -WAN Specialization + Cloud Business Model Certified + Integration Business Model Certified HP Inc. Amplify Partner Program Power Partner Hewlett Packard Enterprise Platinum Level Partner AI.'PLIFY Hybrid IT (Server/Storage) + HPE Partner Ready: Solution Provider — Platinum Partner + HPE Partner Ready: Services Partner — Gold Edge (Aruba/Networking) + HPE Partner Ready for Networking: Solution Provider — Platinum Partner + Silver Peak Partner Edge Program: Platinum Partner Intel + Intel Partner Alliance Program: Titanium Partner Page 5 e+ Juniper Networks Elite Partner Microsoft Gold Level Partner + Cloud Solutions Provider + Gold Application Integration + Gold Data Center + Gold Cloud Platform + Gold Cloud Productivity + Gold Windows and Devices NetApp Solution Specializations + FlexPod Specialized Implementation Services Certified + E-Series + HCI + ONTAP JuniPpc iiMicrosoft ff NetApp Star Partner Integration Services Certified + E-Series + ONTAP + ONTAP SAN NetApp Keystone Sell -with Professional Services Certified + ONTAP SAN Support Services Certified Additional Key Vendors Fiber Internet Network Equipment and Services RFP NUTANIX Pioneer Level Partner NVIDIA Accelerated Partner Palo Alto NUTANI MIDI& paloalto® Diamond Innovator Partner Level SASE Specialization Partner Pure Storage Elite Partner Service Delivery Partner (Managed Service Provider) VMware Ci PURESTORAGE vmwara Principal Partner + Data Center Master Services Competency + Networking Master Services Competency + VMware Cloud on AWS Master Services Competency + Data Center Virtualization Transform Networking and Security + Empower Digital Workspace Cloud Management and Automation + Cloud Provider + Cloud Native ARISTA COMMVAULT CROWDSTRIKE /wnetsl<ope NUTANI.•• . okta Gigamon' Lenovo proofpoint Qumulo splunk> :tenable T HALES \\ vARonls veeeAm Page 6 e' The ePlus Difference Fiber Internet Network Equipment and Services RFP ePlus goes above and beyond to deliver the insightful strategies and innovative solutions our customers need to elevate their business. We bring deep expertise that spans the entire IT lifecycle and every critical discipline along with an unwavering commitment to the customer experience, enabling organizations to navigate challenging situations and achieve consistent results, faster. Positioned squarely at the forefront of today's most transformative technologies, ePlus helps organizations imagine, implement, and achieve more from technology. CLOUD - Create customized roadmaps, then design, implement, service, and support organizations on their journey to adopt private, hybrid, and public cloud services. ePlus helps customers address today's multi -cloud requirements surrounding security, compliance, cost optimization, visibility, and connectivity by helping them build and manage a cloud -enabled enterprise foundation. Cap SECURITY - Deliver custom cybersecurity programs built upon strong culture and integrated technology, aimed at defining and mitigating business risk, identifying business challenges and creating safer environments to achieve positive business outcomes. gDATA CENTER — Design and support all data center needs, including compute, virtualization, hyper converged, storage, and back up and disaster recovery solutions. VNETWORKING - Fully support automation and modernization of the network by optimizing access, connectivity, and security across on -premise, cloud, and hybrid environments, including multi- cloud/SDN, mobility/wireless, SD -WAN, and service provider networking. COLLABORATION — Foster effective communication —within internal teams and with customers — through voice and video calling, real-time messaging and meetings, video conferencing, and contact center solutions deployed on -premise or in the cloud. SA, SERVICES - Apply a unique outcomes -focused perspective to help organizations strategize for more agility, architect for better outcomes, accelerate for faster ROI, and optimize for greater resiliency —guiding them to a more modern, secure digital business. MI I FINANCING AND CONSUMPTION MODELS - Enable technology acquisitions with cost predictability and contract flexibility. Accelerate transformations by aligning costs with demand using custom consumption programs. Page 7 e' Fiber Internet Network Equipment and Services RFP Section 3 — Form & Content of Proposals 3.2 Submission of Proposals The Seller shall submit an electronic copy of their proposal on a flash drive that includes: • an executive summary of the Proposed Solution. ePlus Response — Acknowledged & comply. Please see the executive summary section of this response. a diagram of the Proposed Solution showing the components, connectivity, and link speeds ePlus Response — Please see Attachment 1 - Waterloo Fiber-ISP Network Design Diagrams. proposed rack elevations showing equipment power connections and breaker requirements ePlus Response - Please see Attachment 1 - Waterloo Fiber-ISP Network Design Diagrams. a completed copy of Exhibit A - Point by Point Response ePlus Response - Acknowledged & comply. Please see the completed Exhibit A. a completed copy of Exhibit B — Proposal Materials and Pricing ePlus Response - Acknowledged & comply. Please see the completed Exhibit B and supporting Attachment B.1 - Waterloo Fiber - Professional Services Proposal. any other pertinent documentation such as data sheets, diagrams, and training catalogs. ePlus Response — Please see Attachment 2 — Datasheets. references and contact information ePlus Response - See below customer references. A digital copy of the proposal shall be included with the submission in the most appropriate format of each item including MS Word, MS Excel, MS Visio, and/or Adobe Acrobat formats. All Exhibits required in the submission shall be completed and submitted in the format they were provided in the RFP. Sellers are required to submit electronic copies on a flash drive. Sellers submitting incomplete or materially deficient proposals may be disqualified. ePlus Response — Acknowledge & Comply. 3.3 References and Contact Information The Owner requires sufficient corporate, financial, and reference information to adequately assess the qualifications of the Seller to sell, install, and support the Proposed Solution. The reference information will be used by the Owner to differentiate between Sellers with similar Proposed Solutions, and shall be provided in a separate document including the following information: Corporate Information The Seller shall provide an overview of their corporate structure. The overview should address the following specific items: • Name, address, and contact information of the Company and representative. ePlus Response — Nick Perry Senior Account Executive 13595 Dulles Technology Drive, Herndon, VA 20171 Phone: 906-282-3372 Page 8 e' Fiber Internet Network Equipment and Services RFP Email: nick.perry@eplus.com • Company History and Formation ePlus Response — Please see the ePlus Company Information section of this response. Ownership (Public or Privately Held) ePlus Response — Founded in 1990, ePlus inc. (NASDAQ NGS: PLUS) is a publicly traded company. Number of Employees ePlus Response —1500+ employees. Organizational chart of the management and implementation teams for the project ePlus Response - Organization Chart C, O download help Jason Maki Leon Mathew Sr Solutions Sr Frotesslonal Architect Svcs Mpr O —® Randy Rooney PracDce Director 0 Benjamin Bartsch se r onsultam Casey Halm., SrEngineer - E%MPT Chrls Oelke SrEnglneer- EXMPT Christopher Wilkins Lead Te,hniral Curtis Frame Engmeer Curt Wanner. SrEngineer - EXMPT George Pornd Engineer Jackie Politowi, S1 Project Manager l Q. Search... 111111 urrurrur 1111111111111 rrr 111111111111 Jeremyardrey Sr Consultant Bent Schroeder Engineer A detailed history of all mergers or acquisitions (if applicable). ePlus Response - CCI Systems business unit NSG was acquired by ePlus on May 15t, 2023. Press release link below- https://eplus.com/about-us/press-releases/details/2023/05/01/eplus-acquires-cci-systems-network- solutions-group Seller's financial condition and supporting documentation (ie. audited annual reports, etc.) ePlus Response — ePlus has an annual adjusted gross billings of $2.6B* and shareholders equity of $660.7M as of its most recent fiscal year ending March 31, 2022. Our full financial statements of quarterly and annual audited financials can be viewed at http://www.eplus.com/investors/financial- reporting/annual-reports or www.sec.gov. Implementation Experience WF will operate in a competitive marketplace with experienced incumbent CSP's, therefore the Seller's experience implementing and supporting CSP networks will be crucial to the successful launch and ongoing operation of WF. To this end, the Seller shall provide a brief summary of their experience implementing and supporting carrier -class networks for CSP customers. The summary should address the following specific experience: Implementations of municipal and/or commercial CSP networks Implementations of similar network architectures List of certifications relative to the Proposed Solution held by the implementation team Page 9 e' Fiber Internet Network Equipment and Services RFP List of partner certifications relative to the Proposed Solution held by the Seller ePlus Response - ePlus and previously CCI Systems business unit NSG has procured, implemented, and deployed many service provider networks in the US over the last 5 years. We have experience with traditional telcos, long -haul transport networks, utilities and municipalities, all in the state of Iowa. Customers like CFU, ImOn, City of Pella, City of Decorah, and Indianola MU are a few examples. We currently hold Cisco Master Specialization: Service Provider and were awarded A10's Partner of the Year along with Top Performing Technical Rep of the year. CCI Systems was awarded Calix Partner of the Year in 2021. The rest of the list of certifications/authorizations is listed above in this document. Sellers with specialization in the proposed equipment manufacturers' service provider architecture are preferred. Copies of formal manufacturer -conferred certifications including the certification name, description, requirements, and date of award/renewal should be provided in the Seller's response. ePlus Response — Please see: Attachment 3 CCI_SYSTEMS,_INC._Advanced_Service_Provider_Architecture_Specialized_5_30_2023, Attachment 4 - CCI_SYSTEMS,_INC._Master_Service_Provider_Technology_Specialized_5_30_2023, & Attachment 5- Cisco Partner Program Auth Letter_ePlus_5.26.23. The Seller shall submit a list of three (3) CSP references who have deployed similar architectures within the last five (5) years. The reference information shall include the company name with dates of implementation along with the name, address, and phone number of the individual(s) that may be contacted at the company. Seller shall omit all homogenous enterprise IT deployments (i.e., private corporate -centric networks) from their response and references. ePlus Response - Chris Pinkerton 573-380-6421 VP of Network Engineering Vexus Fiber 1/1/22-ongoing. We have completed 10 new network turnups with 4+ left to complete. Each network turnup was set up to operate as its own SP. Tracy Carollo 573-368-1123 CTO Ozark Fiber 3/23/23-ongoing. This project is near completion and should be completed by June 5tn Bob Winsel 573-822-1999 COO Rails Technologies 1/1/2019- 7/1/2022 We have helped turn up their entire network since inception. 3.4 Payment Methods 3.4.1 Termination, Litigation, Debarment. The Seller must provide the following information for the past five (5) years ePlus Response — None. 3.4.2 Has the Seller had a contract for goods and/or services terminated for any reason? If so, provide full details regarding the termination. ePlus Response — No. Page 10 e' Fiber Internet Network Equipment and Services RFP 3.4.3 Describe any damages or penalties assessed against or dispute resolution settlements entered into by Seller under any existing or past contracts for goods and/or services. Provide full details regarding the circumstances, including dollar amount of damages, penalties and settlement payments. ePlus Response — None. 3.4.4 Describe any order, judgment or decree of any Federal or State authority barring, suspending or otherwise limiting the right of the Seller to engage in any business, practice or activity. ePlus Response — None. 3.4.5 A list and summary of all litigation or threatened litigation, administrative or regulatory proceedings, or similar matters to which the Seller or its officers have been a party. ePlus Response - Information about pending litigation is confidential and highly sensitive. ePlus maintains a combination of commercial, captive and insurance vehicles that we believe is adequate to satisfy any likely judgment or settlement. We do not believe any litigation that may be pending against ePlus will materially affect our ability to effectively perform the services contemplated by your request for proposal. 3.4.6 Any irregularities discovered in any of the accounts maintained by the Seller on behalf of others. Describe the circumstances and disposition of the irregularities. ePlus Response — None. 3.4.7 Failure to disclose these matters may result in rejection of the Proposal or termination of any subsequent Contract. The above disclosures are a continuing requirement of the Seller. Seller shall provide written notification to the Owner of any such matter commencing or occurring after submission of a Proposal, and with respect to the successful Seller, following execution of the Contract. ePlus Response — Acknowledged. 3.4.8 Seller agrees to submit monthly invoices and accept payment in the form of check or ACH. ePlus Response — Acknowledged. 3.5 Acceptance of Terms and Conditions By submitting a Proposal, Seller acknowledges its acceptance of the terms and conditions of the RFP and the General Terms and Conditions without change except as otherwise expressly stated in its Proposal. If the Seller takes exception to a provision, it must identify it by page and section number, state the reason for the exception, and set forth in its Proposal the specific RFP or General Terms and Conditions language it proposes to include in place of the provision. If Seller's exceptions or responses materially alter the RFP, or if the Seller submits its own terms and conditions or otherwise fails to follow the process described herein, the Owner may reject the Proposal, in its sole discretion. ePlus Response — Seller agrees in principle with many of the terms and conditions contained in the RFP terms and conditions. ePlus is submitting its response on the understanding and with the expectation that the Owner and ePlus will have the opportunity to work together to create a mutually acceptable contract, supplementing the terms and conditions in the RFP as appropriate. Specifically, ePlus' capacity in this bid is solely as a reseller and we are required to pass through certain terms and conditions from the manufacturer as well as any software / end user licenses. ePlus also takes exception to the following: § 7.4 Termination and Adjustment. Add the following language to the end of the paragraph: Notwithstanding the foregoing, Owner shall pay Seller the purchase price for all non -cancellable orders for equipment, software, support and other products that Seller placed prior to termination. For any Page 11 e' Fiber Internet Network Equipment and Services RFP cancellable orders for equipment, software, support and other products, the Owner shall reimburse Seller for any cancellation fees incurred by Seller. 3.6 Firm Proposal Terms The Seller shall guarantee in writing the goods and/or services offered in the Proposal are currently available and that all Proposal terms, including price, will remain firm for the number days indicated on the RFP cover sheet 90 days following the deadline for submitting Proposals. ePlus Response — Acknowledged. Not all goods and/or services offered in the Proposal are currently available. Lead times for the goods and/or services offered are provided in Exhibit B. 3.7 Proposal Shall Include Only Generally Available Equipment and Software ePlus Response — Compliant. a. All Seller supplied programs and software must be field operational before the date the proposal is submitted. ePlus Response — Acknowledged. b) Demonstrations must utilize the proposed equipment, programs or software precisely as proposed. ePlus Response — Acknowledged. c) Unless otherwise specified in the specifications, all items on which a Seller submits a proposal must be new, of the latest model or manufacture, and be at least equal in quality to that specified in the bidding documents. ePlus Response — Compliant. 3.8 Seller Required to Identify Patented Items, and Copyrighted Text, Information, Data, or Software Included in Its Proposal; Seller Required to Include with Its Proposal any Licenses that Owner Will be Expected to Execute. ePlus Response — Compliant. All Patented Items, and Copyright Text, Information, Data or Software are identified and described in Attachment 2 — Datasheets. Sellers shall identify any patented equipment, processes, materials, or hardware, or any copyrighted text, information, data, or software that it proposes to supply as part of the goods or services it is required to provide under the RFP. Every Seller shall likewise identify the licensing agent for the patented or copyrighted items, and shall provide with its proposal a copy of any licensing or user agreement that the Owner will be expected to execute for the use of patented equipment, processes, materials, or hardware, or copyrighted text, information, data, or software included in a proposal, as well as the anticipated cost to the Owner, if any, for use under a license or agreement. The Seller to whom the contract is awarded warrants that the intellectual property rights of third parties (e.g. copyright, trademark, or patent) will not be violated by the Seller's or the Owner's use of any equipment, process or service provided in response to the RFP. ePlus Response - Acknowledged. Notwithstanding anything to the contrary, as Seller has no control over the manufacturing of the equipment/products ("Products") sold herein, it cannot and does not indemnify the Owner for claims arising out of Products, including, but not limited to, claims by third parties that Products infringe any patent, copyright, trademark or trade secret. Seller shall pass through any rights to indemnification that it receives from the manufacturer to the Owner. Page 12 Fiber Internet Network Equipment and Services RFP Non-GAAP Financial Information Year Ended March 31, 1TM Ended June 30, Technologysegment net sales [1] Costs incurred related to sales of third -party maintenance, software assurance and subscirption/SaaS licenses, and servi Adjusted gross billings 2022 2021 2020 2019 2018 2022 2021 $ 1,733,036 $ 1,507,954 $ 1,530,138 $ 1,329,520 $ 1,372,765 $ 1,781,463 $ 1,567,088 887,578 755,911 697,747 589,475 526,920 908,087 783,390 $ 2,620,614 $ 2,263,865 $ 2,227,885 $ 1,918,995 $ 1,899,685 $ 2,689,550 $ 2,350,478 Net earnings Provision for income taxes Depreciation and amortization [2] Share based compensation Acquisition and integration expense Interest and financing costs [3] Other(income) expense [4] Adjusted EBITDA Adjusted EBITDA margin $ 105,600 $ 74,397 $ 69,082 $ 63,192 $ 55,122 $ 104,421 $ 80,555 41,284 32,509 26,877 23,038 28,769 40,918 33,831 14,646 13,951 14,156 11,824 9,921 13,930 14,361 7,114 7,167 7,954 7,244 6,464 7,152 6,995 - 271 1,676 1,813 2,150 - 242 928 521 294 - - 907 415 432 (571) (680) (6,696) 348 2,708 (596) $ 170,004 $ 128,245 $ 119,359 $ 100,415 $ 102,774 $ 170,036 $ 135,803 9.3% 8.2% 7.5% 7.3% 7.2% 9.1% 8.3% [1] Amounts for fiscal year209 have been adjusted to reflect the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. [2] Amount excludes depreciation related to the financing segment. [3] Amount excludes interest on notes payable from our financing segment. [4] Other income, interest income, and foreign currencytransaction gains and losses. Page 13