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HomeMy WebLinkAbout23. Telecom Board Agenda Packet - December 6, 2023 , BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Ritch Kurtenbach Mike Young Amy Wienands City Council Liaison: Rob Nichols December 6, 2023 City Council Chambers 4:00 p.m. 1. Roll call. 2. Approval of the agenda, as presented. 3. Approval of minutes of November 29, 2023 regular session, as presented. 4. Resolution approving Employment Agreements with Ian Crowther-Green, Erica Christiansen, Julie Eastman, and Erin Langenberg. 5. Resolution approving hiring Markiea Thurmond and Danna Morrow as Customer Support Level IIs, at a rate of $24.00 per hour, including benefits. 6. Motion approving a Request for Proposals for the FY2024 Fiber Optic Network Asset Management Project, Contract No. 1098. 7. Motion approving an Inter-Government Agency Wholesale Internet Bandwidth Services Agreement with Cedar Falls Utilities and authorizing the Board Chair and Board Secretary to execute said document . 8. Motion approving purchase of splicer equipment from Power and Tel of Piperton, TN, in the amount of $19,714.22. 9. General comments from staff, consultants, and board members. 10. Adjourn. Kelley Felchle Board Secretary WATERLOO Telecommunications Utility Board of Trustees TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES Harold E. Getty Council Chambers November 29, 2023 4:00 p.m. 1. Members present: Kurtenbach, Young, and Batemon. Absent: Wienands and Van Fleet. 2. Moved by Young seconded by Batemon that the Agenda as presented, be approved. Voice vote- Ayes: Three. Motion carried. 3. Moved by Young seconded by Batemon that the minutes of November 15, 2023 Regular Session, as proposed, be approved. Voice vote-Ayes: Three. Motion carried. 4. Public Hearing on FY2024 Budget – cancelled. Kelley Felchle, Board Secretary, explained that due to timing the hearing needed to be move. 5. Moved by Young seconded by Kurtenbach that the resolution setting date of public hearing as December 11, 2023 to adopt the 2024 budget, be approved. Kelley Felchle, Board Secretary, explained the process to adopt the budget. Roll Call vote-Ayes: Three. Motion carried. Resolution 2023-034. 5. Moved by Young seconded by Batemon that the motion approving Change Order No. CR- 2028-0005 with ITG Communications for a decrease of $13.97, in conjunction with the Construction of a Backbone and Fiber-To-The-Premise Project, Contract No. 1088, be approved. Michael Reagan, Magellan Advisors, provided an overview of the change order and explained that this accounts for the difference in labor and materials to change from a 24-port to a 12-port. Voice vote-Ayes: Three. Motion carried. 6. Moved by Young seconded by Batemon that the motion approving health insurance with Wellmark Blue Cross, dental insurance with Delta Dental, vision insurance with Avesis/Wellmark Blue Cross, group life and accidental death and disability with Mutual of Omaha, group long-term disability with Mutual of Omaha, and a welfare benefit plan with Advantage Administrators, be approved. Eric Lage, General Manager, provided a brief overview of the offerings and stated that the goal was to mimic the city’s policies as closely as possible. Dennis Curtis, PDCM, reviewed the various plans and coverages with the board members. With no further discussion, the chair called for a vote. Voice vote-Ayes: Three. Motion carried. 7. General comments from staff, consultants, and board members. Eric Lage, General Manager, shared that there are offers out to three CSR staff with the thought that two would be doing door-to-door sales and the third would remain in the office answering the phones, emails, and social media, etc. He noted that there is a meeting on December 4 to wrap up the employee handbook. The first of three mailers has been sent out and two more will follow in December and early January. These initial mailers is to bring brand awareness. Any subsequent mailers will be very targeted towards areas we are about to turn up service in. Crews continue to work jetting in fiber and splicing. The first several LCP’s will be complete by the end of the year and after the shelter is installed the we will turn up our permanent customers. The proof of concept network is coming along and we will be placing equipment in Fire Station No. 6. There is a list of about five test customers to get turned up before the end of the year with a target of the week of the 18th. Page 2 Mike Regan, Magellan Advisors, commented that the fiber path for the proof of concept network will begin construction the second half of next week. He is working on finalizing the materials and pricing with ITG. Once the final pricing is received, he will be submitting a change request for approvals and hopefully on the agenda for next Wednesday. He shared that he had a meeting with CellSite this morning and they are targeting the week of the 18th to begin the prep work for the shelter. He provided a progress update on the conduit and fiber and shared that a number of crews are in market distribution. He stated that the EDA RFP project bids are due tomorrow. He spoke a little on the fiber network management software to be used to document and manage existing and planned infrastructure and stated that we are just awaiting feedback from the City’s IT Department before adding it to both the city council and telecom board meeting agendas. 9. Adjourn. With no further business before the board, it was moved by Young seconded by Batemon that the meeting be adjourned at 4:36 p.m. Voice vote-Ayes: Three. Motion carried. Kelley Felchle Board Secretary 1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into effective as of September 18, 2023, by and between the Waterloo Telecommunications Utility, Waterloo, Iowa, d/b/a Waterloo Fiber, a municipal communications utility (the “Employer”), and Ian Crowther- Green (the “Employee”), each of whom understand as follows: WHEREAS, Employer desires to employ the services of Employee to serve in the capacity of Plant Engineering Supervisor; and WHEREAS, it is the desire of the Board of Trustees of the Waterloo Telecommunications Utility (hereinafter the “Board”), to provide certain benefits, establish certain conditions of employment, and set working conditions of said Employee; and WHEREAS, it is the desire of Employer to secure and retain the services of Employee, to provide inducement for him to continue to remain in such employment, and to provide a means for terminating Employee’s services at such time as he may be unable to fully discharge his duties or when Employer may otherwise desire to terminate his employment; and WHEREAS, Employee desires to be employed as Plant Engineering Supervisor of the Waterloo Telecommunications Utility. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: 1. Term of Agreement 1.1. Employee understands that he serves as Plant Engineering Supervisor at the discretion of the General Manager of Telecommunications (the “General Manager”). Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the General Manager to terminate the services of the Employee, at any time, subject only to the provisions set forth in this Agreement. 1.2. This Agreement shall expire on December 31, 2028 or upon termination of Employee’s employment, whichever occurs first. The Agreement shall be renewed for an additional five-year term unless one party delivers to the other party a written notice of non-renewal on or before September 30, 2028. 1.3. Nothing shall prevent, limit or otherwise interfere with the right of the Employee to resign at any time from his position with the Employer, subject only to the provisions set forth in this Agreement. 2. Compensation 2.1. Base Salary: Employer agrees to pay Employee an annual base salary of $109,990.40 per calendar year payable biweekly in equal installments. Effective January 1 of each calendar year, commencing on January 1, 2024, Employee’s annual base salary shall be increased by 2% as a cost-of-living adjustment. The amount of the annual base salary shall be set by Board resolution, which resolution, when adopted, shall become part of this section of the Agreement. This 2 Agreement shall be automatically amended to reflect any other salary adjustments provided or required by the Employer’s compensation policies. 2.2. Customer Sign-up Incentive Pay: In recognition of the vital role that the Employee serves in operating the Employer’s business and ensuring the timely and high-quality delivery of services to the Employer’s customers, and as an incentive for the Employee to oversee and direct a customer-driven organization so as to subscribe and maintain the greatest number of customers for the services offered or to be offered by the Employer, the Employer desires to offer incentive compensation to the Employee as described in the Waterloo Fiber Incentive Compensation Plan. Each calendar year during the term of this Agreement, the Employee shall be entitled to receive an incentive payment (the “Incentive”) calculated as set forth in said Plan. Except as set forth in Section 2.3 below, the Employer shall pay the Incentive to the Employee no later than March 31 of the following year. 2.3. Incentive Forfeiture and Repayment: Notwithstanding anything to the contrary in Section 2.2, Employee shall forfeit the Incentive in its entirety if, at any time before the Incentive is paid, (a) the employment of Employee is terminated for cause, as defined in Section 5 below, or (b) such employment is terminated for reasons other than cause but Employee has violated any of the restrictive covenants set forth in Section 13. If, during any post-employment period in which the restrictive covenants set forth in Section 13 are in force, the Employee is found to have engaged in conduct that violates any of such restrictive covenants, then in the Employer’s sole discretion and upon written demand the Employee shall be required to repay to the Employer the most recent Incentive payment received by the Employee. In addition to other methods, repayment may occur by offset against any severance payments owed. 2.4. Employer shall not, at any time during this Agreement, reduce the base salary or other benefits of Employee, except to the degree that such reduction occurs across-the-board for all employees of Employer. This provision shall not apply to the incentive pay structure detailed in Section 2.2 of this Agreement. 3. Performance Evaluation 3.1. The General Manager shall review and evaluate the performance of the Employee at least once annually. Said review and evaluation will be fair and reasonable based on the Employee’s job description on file and job performance based on criteria developed by Employer. Further, the General Manager shall provide the Employee with a summary written statement of the General Manager’s performance review and evaluation and provide an adequate opportunity for the Employee to discuss his evaluation with the General Manager. 3.2. Annually, the General Manager and Employee shall define such goals and performance objectives which they determine necessary for the proper operation of the Waterloo Telecommunications Utility and in the attainment of the Board’s policy objectives and shall further establish a relative priority among those goals and objectives, said goals and objectives to be reduced to writing. They shall generally be attainable within the time limitations as specified and the annual operating and capital budgets and appropriations provided. 3.3. In effecting the provisions of this section, the General Manager and Employee mutually agree to abide by the provisions of the applicable law. 3 4. Resignation 4.1. In the event Employee voluntarily resigns his position with Employer during his employment, Employee shall give Employer ninety (90) days’ written notice in advance unless the parties mutually agree otherwise. 4.2. In the event Employee voluntarily resigns his position with Employer during employment and provides written notice, Employee shall receive payment for unused vacation, sick and personal time and other benefits usually paid other Employees at separation pursuant to Employer's policies and procedures, unless otherwise specified in this Agreement. 4.3. If Employee does not provide proper written notice and voluntarily resigns from this position with Employer during employment, Employee shall not be entitled to receive any severance benefits, except he shall be eligible to receive payment of unused vacation, sick and personal time consistent with what is usually paid to other employees who voluntarily resign without proper written notice. 5. Termination for Cause 5.1. Employer may immediately terminate this Agreement at any time for cause. If Employee is terminated for cause, he shall receive no severance pay, except he shall be eligible to receive payment for unused vacation, sick and personal time and other benefits usually paid other Employees who are terminated for cause pursuant to the Employer’s policies and procedures. 5.2. For purposes of this Agreement, the term “for cause” shall mean, in the General Manager’s judgment, (a) serious misconduct, including but not limited to conduct, whether personal or professional, that may bring public embarrassment or disgrace to the Employer, (b) conviction of a serious violation of law or regulations, (c) documented unsatisfactory performance consistent with regulations set forth in the employee handbook, (d) failure to meet goals and performance objectives set by the Board, or (e) material breach of any of the terms of this Agreement, particularly including but not limited to any of the restrictive covenants set forth in Section 13. 6. Termination Without Cause; Severance 6.1. In the event Employer wishes to terminate employment without cause, it may do so by giving the Employee 90 days’ notice in writing. In such event, the Employee, if requested by the Employer, shall continue to render his services and shall be paid his regular compensation to the date of termination per the written notice. 6.2. Upon termination without cause the Employee shall be entitled to 90 calendar days of severance pay from the termination date and payment of unused vacation, sick and casual time and other benefits usually paid other Employees at termination pursuant to Employer's policies and procedures. 6.3. All health insurance benefits the Employee is participating in at the time of separation shall also continue for 90 calendar days after the date of employment termination. 4 6.4. With respect to any severance payments made to the Employee, the Employer agrees to pay the Employee every two weeks equal to 90 calendar days’ aggregate salary minus any and all applicable taxes, plus continue paid health insurance payments for the same duration. 7. Health and Dental, Disability, Pension and Life Insurance Benefits 7.1. It is understood that at the time of entering into this Agreement Employer does not have a disability and life insurance benefit plan. Employer agrees to establish policies and procedures to provide for leaves of absence and other benefits within one year of the effective date of this Agreement. 7.2. Employer shall, through the City of Waterloo, make available to Employee health insurance through Wellmark, dental insurance through Delta Dental, and eye insurance through Avesis. Employee agrees to pay for such insurance at the same rate as is charged to employees of the City of Waterloo. Employee understands that at such time as the utility has three employees, the utility will be required to obtain health, dental and vision insurance benefits and such benefits through the City of Waterloo shall be discontinued. 8. Work Hours 8.1. It is recognized that Employee must devote a significant time outside the normal office hours to the business of the Employer, and to that end Employee will be allowed appropriate flexibility in his normal office hours, as approved by the General Manager. 9. Paid Time Off - Sick, Vacation, Personal, and Holidays 9.1. Sick Time: Employee will be credited 40 hours of sick time upon employment through December 31, 2023. A bank of 96 hours of sick time will be accrued annually on January 1 of each calendar year, commencing on January 1, 2024. 9.2. Personal Time: On January 1, 2024, and January 1 of each calendar year thereafter Employee will receive 32 hours of personal time. 9.3. Vacation Time: Employee will be credited 40 hours of vacation time upon employment through December 31, 2023. A bank of 160 hours of vacation time will be accrued annually on January 1 of each calendar year, commencing on January 1, 2024. 9.4. Holidays: Employee is considered to be on-call twenty-four (24) hours a day; however, unless his services are needed, the Employee shall not be required to work on those days which have been designated as holidays by the Waterloo Telecommunications Utility. 10. Retirement 10.1. The IPERS pension plan will be available for the Employee to participate. The Employer will contribute the state mandated employer match into the plan. 5 11. General Business Expenses 11.1. Professional Dues and Subscriptions: Employer agrees to budget for and to pay for reasonable professional dues and subscriptions of the Employee necessary for continuation and full participation in national, regional, state, and local associations, and organizations necessary and desirable for the Employee’s continued professional participation, growth, and advancement, and for the good of the Employer. 11.2. The Employer acknowledges the value of having Employee participate and be directly involved in local civic clubs or organizations. Accordingly, Employer shall pay for the reasonable membership fees and/or dues to enable the Employee to become an active member in said clubs or organizations. 11.3. Travel Expense: Employer agrees to pay for eligible and properly approved travel expenses of Employee according to policies and procedures adopted by the Board. Receipts for all expenses, meeting agendas, Employee expense reports and any other documents required by policy shall be attached to paperwork submitted for payment, in accordance with bill payment policies and procedures adopted by the Board. Such documents shall be submitted as soon as possible after expenses are incurred. 11.4. The Utility agrees to reimburse the Employee for approved expenses as soon as possible after proper documentation is provided. Reimbursement will be made in accordance with the Utility’s bill payment schedule. 11.5. Employer shall furnish the Employee all equipment, material, manpower and transportation necessary to the efficient performance of the official duties of Employee’s position as determined by the Board. 12. Miscellaneous 12.1. Employee shall perform those duties as outlined in the job description approved by the Board, which establishes the Plant Engineering Supervisor position. 12.2. Employee shall devote his full time and talents to the best of his ability and to the best interest of the Waterloo Telecommunications Utility, in the discharge of his duties. 12.3. The employment provided for by this Agreement shall be the Employee’s primary employment. Any outside activity or employment duties may only be performed by Employee during Employer non-working hours and must not interfere with Employee’s ability to properly perform his job duties for Employer or pose a conflict of interest with Employer. When such outside employment consists of professional consultation or other related services, prior approval must be received from the General Manager. 12.4. Employer agrees that it shall defend, hold harmless, and indemnify the Employee against any tort, professional liability from all demands, claims, suits, actions, errors, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee’s duties in legal proceedings brought against him in his individual capacity or in his 6 official capacity, provided the incident arose while he was acting within the scope of his employment and not attributable to the Employee’s gross negligence or willful misconduct. 12.5. If in the good faith opinion of the Employer and Employee, conflict exists as regards to the defense of any such claim between the legal position of the Employer and the Employee, the Employee may engage counsel, in which event the Employer shall indemnify the Employee for the reasonable cost of legal counsel. 12.6. The Employer agrees to pay all reasonable litigation expenses of Employee throughout the pendency of any litigation to which the Employee is a party, witness or advisor to the Employer. Such expense payments shall continue beyond Employee’s service to the Employer as long as litigation is pending. 12.7. Employer agrees to pay Employee reasonable consulting fees and travel expenses when Employee serves as a witness, advisor or consultant to Employer regarding pending litigation, if the Employee is no longer working for the Employer at that time. 12.8. Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law. 12.9. Employee acknowledges that the Employer is in an organizational phase and certain policies and procedures relating to the organization are being developed. Employee agrees to work with the General Manager to develop policies and procedures for the Employer and abide by such policies and procedures upon adoption by the Board. 13. Restrictive Covenants 13.1. Covenant Against Competition: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee will not, directly or indirectly, solicit business with any current or potential customer, wherever located, of Employer. 13.2. Covenant Against Disclosure of Confidential Information: During the term of Employee’s employment with the Employer, and at any time after the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee shall not use for any purpose other than the Employer’s purposes, or disclose to any person or entity except as necessary in the ordinary conduct of Employer’s business and subject to the recipient’s execution of a non-disclosure agreement, any confidential information acquired during the course of his employment with the Employer. Employee shall not, directly or indirectly, copy, take, or remove from the Employer’s premises, any of the Employer’s books, records, customer lists, or any other documents or materials. The term “confidential information” as used in this Agreement includes, but is not limited to, records, lists, and knowledge of the Employer’s customers, methods of operation, plans, processes, trade secrets, and personnel records, as the same may exist from time to time, subject to such disclosures are may be required under the Iowa Open Records Law. 13.3. Non-solicitation of Customers: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of 7 Employee’s employment with the Employer for any reason whatsoever, Employee shall not solicit, induce, or attempt to induce any past or current customer of the Employer (a) to cease doing business in whole or in part with or through the Employer; or (b) to do business with any other person, firm, partnership, corporation, or other entity which performs services materially similar to or competitive with those provided by the Employer. 13.4. Non-solicitation of Employees: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee shall not solicit for employment or employ, or solicit for engagement or engage as an independent contractor, any employee of the Employer, nor induce, influence, recruit, encourage or otherwise attempt to cause any employee of the Employer to terminate his or her employment with the Employer. 13.5. Remedies: In addition to all the remedies otherwise available to the Employer, including, but not limited to, recovery from Employee of damages and reasonable attorneys’ fees incurred in the enforcement of this Agreement, the Employer shall have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the terms of this Agreement. All the Employer’s remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies. 13.6. Reasonableness of Restrictions: Employee has carefully read and considered the provisions of this Section 13 and, having done so, agrees that the restrictions set forth herein (including, but not limited to, the time period of restriction and the geographical areas of restriction) are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Employer. 14. General Provisions 14.1. Integration: This Agreement sets forth and establishes the entire understanding between the Employer and the Employee relating to the employment of the Employee by the Employer. Any prior discussions or representations by or between the parties are merged into and rendered null and void by this Agreement. The parties by mutual written agreement may amend any provision of this Agreement. 14.2. Binding Effect: This Agreement shall be binding on the Employer and the Employee as well as their respective heirs, assigns, executors, personal representatives and successors in interest. 14.3. Effective Date: This Agreement shall become effective on Employee’s first date of employment. 14.4. Severability: The invalidity or partial invalidity of any portion of the Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the remaining provisions shall be deemed to be in full force and effect as if they have been executed by both parties subsequent to the expungement or judicial modifications of the invalid provision. 8 14.5. Other Terms and Conditions of Employment: Employer, in consultation with the Employee, may fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Employee, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, policies, or any other law. 14.6. Governing Law: This Agreement shall be governed by the laws of the State of Iowa. 15. Notices 15.1. Notices pursuant to this Agreement shall be given by deposit in the custody of the United States Postal Service, postage prepaid, addressed as follows: Employer: Board Secretary City Hall 715 Mulberry Street Waterloo, IA 50703 Employee: Ian Crowther-Green 822 Lynda Road Waterloo, IA 50701 (or to his most recent residence address as shown in the personnel or payroll records of the Employer) Alternatively, notices required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial practice. Notice shall be deemed given as of the date of personal service or as the date of deposit of such written notice, postage prepaid, in a US Postal Service receptacle. 16. Disputes 16.1. Informal Negotiation: The parties shall initially attempt to resolve all claims, disputes, or controversies arising under, out of, or in connection with this Agreement by conducting good faith negotiations. The dispute shall be considered to have arisen when one party sends to the other party a written notice of dispute. If the parties are unable to resolve the matter following good faith informal negotiations within thirty (30) days, the parties agree to submit the dispute to mediation. 16.2. Mediation: Within fourteen (14) days following the expiration of the time period for informal negotiations in 16.1, the parties shall attempt to agree upon a neutral and qualified mediator to assist the parties in resolving the dispute. If the parties fail to agree upon a mediator, the parties shall request the American Arbitration Association (“AAA”) to appoint a qualified mediator for a mediation to be held in Black Hawk County, Iowa. The period for mediation shall commence upon the appointment of the mediator and shall not exceed sixty (60) calendar days, unless such time period is extended by mutual agreement of the parties. The mediator’s fees and AAA fees shall be shared equally by the parties, but otherwise the parties will bear their own costs for mediation. If the parties are unable to resolve the matter through informal negotiations or mediation, the parties agree to submit such dispute to arbitration, which the parties agree shall 9 be the exclusive means for resolving disputes which the parties cannot otherwise resolve as described above. 16.3. Arbitration: Subject to prior compliance with the requirements of Sections 16.1 and 16.2, any dispute may be resolved by arbitration conducted pursuant to Chapter 679A of the Code of Iowa. The parties shall attempt to agree in writing upon a neutral and qualified arbitrator within fourteen (14) days following the delivery of written notice by either party to the other party setting out the dispute in general terms and requesting that the dispute be resolved by arbitration. If the parties cannot agree upon a single arbitrator, each party shall appoint its own arbitrator, and the arbitrators so appointed shall themselves appoint at least one additional arbitrator to ensure that there are an odd number of arbitrators. The decision of the arbitrator, or, in the case of more than one arbitrator, the simple majority decision of such panel of arbitrators, shall determine all issues in dispute between the parties. Said decision shall be final and binding and shall not be subject to appeal on a question of fact, law, or mixed fact and law, except as permitted under Chapter 679A. Arbitration shall be conducted in Waterloo, Iowa. Fees of the arbitrator(s) shall be shared equally by the parties, but otherwise each party will bear its own arbitration costs, including but not limited to attorney’s fees and expenses. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement while the dispute is being resolved. 16.4. Discovery in Arbitration: Consistent with the expedited nature of arbitration, each party will, upon written request of the other party, promptly provide the other with copies of documents legally relevant to the issues raised by any claim or counterclaim. Any dispute regarding discovery or the relevance or scope thereof shall be determined by the arbitrator(s), which determination shall be conclusive. All discovery shall be completed within sixty (60) days following appointment of the arbitrator(s). 16.5. Remedies: The arbitrator(s) may grant any relief available at law or in equity, including but not limited to equitable remedies of specific performance and injunction. Because the Employer will be irreparably damaged if the restrictive covenants set forth in Section 13 are not specifically enforced, it shall be entitled to an injunction restraining any violation of the said provisions by the Employee, or to any other appropriate decree of specific performance, in addition to any other remedies allowed by applicable law. The Employee hereby waives any requirement that the Employer post bond or show the likelihood of damages as a condition to issuance of a writ of injunction. 16.6. Attorney Fees: In the event of any mediation or arbitration to interpret, settle or enforce any of the provisions of this Agreement, each party shall bear its own attorney’s fees and costs, except that the Employee shall bear the reasonable attorney’s fees and expenses incurred by the Employer in any dispute where the Employee is found to have violated any of the restrictive covenants set forth in Section 13. IN WITNESS WHEREOF, the Waterloo Telecommunications Utility has caused this Agreement to be signed and executed by the Board Chair as duly authorized by resolution of the Board, and duly attested by the Board Secretary. 10 EMPLOYEE EMPLOYER _________________________ By: ___________________________ Ian Crowther-Green Andy Van Fleet, Board Chair Attest: _________________________ Kelley Felchle, Board Secretary 1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into effective as of October 16, 2023, by and between the Waterloo Telecommunications Utility, Waterloo, Iowa, d/b/a Waterloo Fiber, a municipal communications utility (the “Employer”), and Erica Christiansen (the “Employee”), each of whom understand as follows: WHEREAS, Employer desires to employ the services of Employee to serve in the capacity of Customer Service Manager; and WHEREAS, it is the desire of the Board of Trustees of the Waterloo Telecommunications Utility (hereinafter the “Board”), to provide certain benefits, establish certain conditions of employment, and set working conditions of said Employee; and WHEREAS, it is the desire of Employer to secure and retain the services of Employee, to provide inducement for her to continue to remain in such employment, and to provide a means for terminating Employee’s services at such time as she may be unable to fully discharge her duties or when Employer may otherwise desire to terminate her employment; and WHEREAS, Employee desires to be employed as Customer Service Manager of the Waterloo Telecommunications Utility. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: 1. Term of Agreement 1.1. Employee understands that she serves as Customer Service Manager at the discretion of the General Manager of Telecommunications (the “General Manager”). Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the General Manager to terminate the services of the Employee, at any time, subject only to the provisions set forth in this Agreement. 1.2. This Agreement shall expire on December 31, 2028 or upon termination of Employee’s employment, whichever occurs first. The Agreement shall be renewed for an additional five-year term unless one party delivers to the other party a written notice of non-renewal on or before September 30, 2028. 1.3. Nothing shall prevent, limit or otherwise interfere with the right of the Employee to resign at any time from her position with the Employer, subject only to the provisions set forth in this Agreement. 2. Compensation 2.1. Base Salary: Employer agrees to pay Employee an annual base salary of $74,006.40 per calendar year payable biweekly in equal installments. Effective January 1 of each calendar year, commencing on January 1, 2024, Employee’s annual base salary shall be increased by 2% as a cost-of-living adjustment. The amount of the annual base salary shall be set by Board resolution, which resolution, when adopted, shall become part of this section of the Agreement. This 2 Agreement shall be automatically amended to reflect any other salary adjustments provided or required by the Employer’s compensation policies. 2.2. Customer Sign-up Incentive Pay: In recognition of the vital role that the Employee serves in operating the Employer’s business and ensuring the timely and high-quality delivery of services to the Employer’s customers, and as an incentive for the Employee to oversee and direct customer service so as to subscribe and maintain the greatest number of customers for the services offered or to be offered by the Employer, the Employer desires to offer incentive compensation to the Employee as described in the Waterloo Fiber Incentive Compensation Plan. Each calendar year during the term of this Agreement, the Employee shall be entitled to receive an incentive payment (the “Incentive”) calculated as set forth in said Plan. Except as set forth in Section 2.3 below, the Employer shall pay the Incentive to the Employee no later than March 31 of the following year. 2.3. Incentive Forfeiture and Repayment: Notwithstanding anything to the contrary in Section 2.2, Employee shall forfeit the Incentive in its entirety if, at any time before the Incentive is paid, (a) the employment of Employee is terminated for cause, as defined in Section 5 below, or (b) such employment is terminated for reasons other than cause but Employee has violated any of the restrictive covenants set forth in Section 13. If, during any post-employment period in which the restrictive covenants set forth in Section 13 are in force, the Employee is found to have engaged in conduct that violates any of such restrictive covenants, then in the Employer’s sole discretion and upon written demand the Employee shall be required to repay to the Employer the most recent Incentive payment received by the Employee. In addition to other methods, repayment may occur by offset against any severance payments owed. 2.4. Employer shall not, at any time during this Agreement, reduce the base salary or other benefits of Employee, except to the degree that such reduction occurs across-the-board for all employees of Employer. This provision shall not apply to the incentive pay structure detailed in Section 2.2 of this Agreement. 3. Performance Evaluation 3.1. The General Manager shall review and evaluate the performance of the Employee at least once annually. Said review and evaluation will be fair and reasonable based on the Employee’s job description on file and job performance based on criteria developed by Employer. Further, the General Manager shall provide the Employee with a summary written statement of the General Manager’s performance review and evaluation and provide an adequate opportunity for the Employee to discuss her evaluation with the General Manager. 3.2. Annually, the General Manager and Employee shall define such goals and performance objectives which they determine necessary for the proper operation of the Waterloo Telecommunications Utility and in the attainment of the Board’s policy objectives and shall further establish a relative priority among those goals and objectives, said goals and objectives to be reduced to writing. They shall generally be attainable within the time limitations as specified and the annual operating and capital budgets and appropriations provided. 3.3. In effecting the provisions of this section, the General Manager and Employee mutually agree to abide by the provisions of the applicable law. 3 4. Resignation 4.1. In the event Employee voluntarily resigns her position with Employer during her employment, Employee shall give Employer ninety (90) days’ written notice in advance unless the parties mutually agree otherwise. 4.2. In the event Employee voluntarily resigns her position with Employer during employment and provides written notice, Employee shall receive payment for unused vacation, sick and personal time and other benefits usually paid other Employees at separation pursuant to Employer's policies and procedures, unless otherwise specified in this Agreement. 4.3. If Employee does not provide proper written notice and voluntarily resigns from this position with Employer during employment, Employee shall not be entitled to receive any severance benefits, except she shall be eligible to receive payment of unused vacation, sick and personal time consistent with what is usually paid to other employees who voluntarily resign without proper written notice. 5. Termination for Cause 5.1. Employer may immediately terminate this Agreement at any time for cause. If Employee is terminated for cause, she shall receive no severance pay, except she shall be eligible to receive payment for unused vacation, sick and personal time and other benefits usually paid other Employees who are terminated for cause pursuant to the Employer’s policies and procedures. 5.2. For purposes of this Agreement, the term “for cause” shall mean, in the General Manager’s judgment, (a) serious misconduct, including but not limited to conduct, whether personal or professional, that may bring public embarrassment or disgrace to the Employer, (b) conviction of a serious violation of law or regulations, (c) documented unsatisfactory performance consistent with regulations set forth in the employee handbook, (d) failure to meet goals and performance objectives set by the Board, or (e) material breach of any of the terms of this Agreement, particularly including but not limited to any of the restrictive covenants set forth in Section 13. 6. Termination Without Cause; Severance 6.1. In the event Employer wishes to terminate employment without cause, it may do so by giving the Employee 90 days’ notice in writing. In such event, the Employee, if requested by the Employer, shall continue to render her services and shall be paid her regular compensation to the date of termination per the written notice. 6.2. Upon termination without cause the Employee shall be entitled to 90 calendar days of severance pay from the termination date and payment of unused vacation, sick and casual time and other benefits usually paid other Employees at termination pursuant to Employer's policies and procedures. 6.3. All health insurance benefits the Employee is participating in at the time of separation shall also continue for 90 calendar days after the date of employment termination. 4 6.4. With respect to any severance payments made to the Employee, the Employer agrees to pay the Employee every two weeks equal to 90 calendar days’ aggregate salary minus any and all applicable taxes, plus continue paid health insurance payments for the same duration. 7. Health and Dental, Disability, Pension and Life Insurance Benefits 7.1. It is understood that at the time of entering into this Agreement Employer does not have a disability and life insurance benefit plan. Employer agrees to establish policies and procedures to provide for leaves of absence and other benefits within one year of the effective date of this Agreement. 7.2. Employer shall, through the City of Waterloo, make available to Employee health insurance through Wellmark, dental insurance through Delta Dental, and eye insurance through Avesis. Employee agrees to pay for such insurance at the same rate as is charged to employees of the City of Waterloo. Employee understands that at such time as the utility has three employees, the utility will be required to obtain health, dental and vision insurance benefits and such benefits through the City of Waterloo shall be discontinued. 8. Work Hours 8.1. It is recognized that Employee must devote a significant time outside the normal office hours to the business of the Employer, and to that end Employee will be allowed appropriate flexibility in her normal office hours, as approved by the General Manager. 9. Paid Time Off - Sick, Vacation, Personal, and Holidays 9.1. Sick Time: Employee will be credited 24 hours of sick time upon employment through December 31, 2023. A bank of 96 hours of sick time will be accrued annually on January 1 of each calendar year, commencing on January 1, 2024. 9.2. Personal Time: On January 1, 2024, and January 1 of each calendar year thereafter Employee will receive 32 hours of personal time. 9.3. Vacation Time: Employee will be credited 40 hours of vacation time upon employment through December 31, 2023. A bank of 160 hours of vacation time will be accrued annually on January 1 of each calendar year, commencing on January 1, 2024. 9.4. Holidays: Employee is considered to be on-call twenty-four (24) hours a day; however, unless her services are needed, the Employee shall not be required to work on those days which have been designated as holidays by the Waterloo Telecommunications Utility. 10. Retirement 10.1. The IPERS pension plan will be available for the Employee to participate. The Employer will contribute the state mandated employer match into the plan. 5 11. General Business Expenses 11.1. Professional Dues and Subscriptions: Employer agrees to budget for and to pay for reasonable professional dues and subscriptions of the Employee necessary for continuation and full participation in national, regional, state, and local associations, and organizations necessary and desirable for the Employee’s continued professional participation, growth, and advancement, and for the good of the Employer. 11.2. The Employer acknowledges the value of having Employee participate and be directly involved in local civic clubs or organizations. Accordingly, Employer shall pay for the reasonable membership fees and/or dues to enable the Employee to become an active member in said clubs or organizations. 11.3. Travel Expense: Employer agrees to pay for eligible and properly approved travel expenses of Employee according to policies and procedures adopted by the Board. Receipts for all expenses, meeting agendas, Employee expense reports and any other documents required by policy shall be attached to paperwork submitted for payment, in accordance with bill payment policies and procedures adopted by the Board. Such documents shall be submitted as soon as possible after expenses are incurred. 11.4. The Utility agrees to reimburse the Employee for approved expenses as soon as possible after proper documentation is provided. Reimbursement will be made in accordance with the Utility’s bill payment schedule. 11.5. Employer shall furnish the Employee all equipment, material, manpower and transportation necessary to the efficient performance of the official duties of Employee’s position as determined by the Board. 12. Miscellaneous 12.1. Employee shall perform those duties as outlined in the job description approved by the Board, which establishes the Customer Service Manager position. 12.2. Employee shall devote her full time and talents to the best of her ability and to the best interest of the Waterloo Telecommunications Utility, in the discharge of her duties. 12.3. The employment provided for by this Agreement shall be the Employee’s primary employment. Any outside activity or employment duties may only be performed by Employee during Employer non-working hours and must not interfere with Employee’s ability to properly perform her job duties for Employer or pose a conflict of interest with Employer. When such outside employment consists of professional consultation or other related services, prior approval must be received from the General Manager. 12.4. Employer agrees that it shall defend, hold harmless, and indemnify the Employee against any tort, professional liability from all demands, claims, suits, actions, errors, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee’s duties in legal proceedings brought against her in her individual capacity or in her 6 official capacity, provided the incident arose while she was acting within the scope of her employment and not attributable to the Employee’s gross negligence or willful misconduct. 12.5. If in the good faith opinion of the Employer and Employee, conflict exists as regards to the defense of any such claim between the legal position of the Employer and the Employee, the Employee may engage counsel, in which event the Employer shall indemnify the Employee for the reasonable cost of legal counsel. 12.6. The Employer agrees to pay all reasonable litigation expenses of Employee throughout the pendency of any litigation to which the Employee is a party, witness or advisor to the Employer. Such expense payments shall continue beyond Employee’s service to the Employer as long as litigation is pending. 12.7. Employer agrees to pay Employee reasonable consulting fees and travel expenses when Employee serves as a witness, advisor or consultant to Employer regarding pending litigation, if the Employee is no longer working for the Employer at that time. 12.8. Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law. 12.9. Employee acknowledges that the Employer is in an organizational phase and certain policies and procedures relating to the organization are being developed. Employee agrees to work with the General Manager to develop policies and procedures for the Employer and abide by such policies and procedures upon adoption by the Board. 13. Restrictive Covenants 13.1. Covenant Against Competition: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee will not, directly or indirectly, solicit business with any current or potential customer, wherever located, of Employer. 13.2. Covenant Against Disclosure of Confidential Information: During the term of Employee’s employment with the Employer, and at any time after the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee shall not use for any purpose other than the Employer’s purposes, or disclose to any person or entity except as necessary in the ordinary conduct of Employer’s business and subject to the recipient’s execution of a non-disclosure agreement, any confidential information acquired during the course of her employment with the Employer. Employee shall not, directly or indirectly, copy, take, or remove from the Employer’s premises, any of the Employer’s books, records, customer lists, or any other documents or materials. The term “confidential information” as used in this Agreement includes, but is not limited to, records, lists, and knowledge of the Employer’s customers, methods of operation, plans, processes, trade secrets, and personnel records, as the same may exist from time to time, subject to such disclosures are may be required under the Iowa Open Records Law. 13.3. Non-solicitation of Customers: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of 7 Employee’s employment with the Employer for any reason whatsoever, Employee shall not solicit, induce, or attempt to induce any past or current customer of the Employer (a) to cease doing business in whole or in part with or through the Employer; or (b) to do business with any other person, firm, partnership, corporation, or other entity which performs services materially similar to or competitive with those provided by the Employer. 13.4. Non-solicitation of Employees: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee shall not solicit for employment or employ, or solicit for engagement or engage as an independent contractor, any employee of the Employer, nor induce, influence, recruit, encourage or otherwise attempt to cause any employee of the Employer to terminate his or her employment with the Employer. 13.5. Remedies: In addition to all the remedies otherwise available to the Employer, including, but not limited to, recovery from Employee of damages and reasonable attorneys’ fees incurred in the enforcement of this Agreement, the Emplo yer shall have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the terms of this Agreement. All the Employer’s remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies. 13.6. Reasonableness of Restrictions: Employee has carefully read and considered the provisions of this Section 13 and, having done so, agrees that the restrictions set forth herein (including, but not limited to, the time period of restriction and the geographical areas of restriction) are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Employer. 14. General Provisions 14.1. Integration: This Agreement sets forth and establishes the entire understanding between the Employer and the Employee relating to the employment of the Employee by the Employer. Any prior discussions or representations by or between the parties are merged into and rendered null and void by this Agreement. The parties by mutual written agreement may amend any provision of this Agreement. 14.2. Binding Effect: This Agreement shall be binding on the Employer and the Employee as well as their respective heirs, assigns, executors, personal representatives and successors in interest. 14.3. Effective Date: This Agreement shall become effective on Employee’s first date of employment. 14.4. Severability: The invalidity or partial invalidity of any portion of the Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the remaining provisions shall be deemed to be in full force and effect as if they have been executed by both parties subsequent to the expungement or judicial modifications of the invalid provision. 8 14.5. Other Terms and Conditions of Employment: Employer, in consultation with the Employee, may fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Employee, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, policies, or any other law. 14.6. Governing Law: This Agreement shall be governed by the laws of the State of Iowa. 15. Notices 15.1. Notices pursuant to this Agreement shall be given by deposit in the custody of the United States Postal Service, postage prepaid, addressed as follows: Employer: Board Secretary City Hall 715 Mulberry Street Waterloo, IA 50703 Employee: Erica Christiansen 14127 University Avenue Cedar Falls, IA 50613 (or to her most recent residence address as shown in the personnel or payroll records of the Employer) Alternatively, notices required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial practice. Notice shall be deemed given as of the date of personal service or as the date of deposit of such written notice, postage prepaid, in a US Postal Service receptacle. 16. Disputes 16.1. Informal Negotiation: The parties shall initially attempt to resolve all claims, disputes, or controversies arising under, out of, or in connection with this Agreement by conducting good faith negotiations. The dispute shall be considered to have arisen when one party sends to the other party a written notice of dispute. If the parties are unable to resolve the matter following good faith informal negotiations within thirty (30) days, the parties agree to submit the dispute to mediation. 16.2. Mediation: Within fourteen (14) days following the expiration of the time period for informal negotiations in 16.1, the parties shall attempt to agree upon a neutral and qualified mediator to assist the parties in resolving the dispute. If the parties fail to agree upon a mediator, the parties shall request the American Arbitration Association (“AAA”) to appoint a qualified mediator for a mediation to be held in Black Hawk County, Iowa. The period for mediation shall commence upon the appointment of the mediator and shall not exceed sixty (60) calendar days, unless such time period is extended by mutual agreement of the parties. The mediator’s fees and AAA fees shall be shared equally by the parties, but otherwise the parties will bear their own costs for mediation. If the parties are unable to resolve the matter through informal negotiations or mediation, the parties agree to submit such dispute to arbitration, which the parties agree shall 9 be the exclusive means for resolving disputes which the parties cannot otherwise resolve as described above. 16.3. Arbitration: Subject to prior compliance with the requirements of Sections 16.1 and 16.2, any dispute may be resolved by arbitration conducted pursuant to Chapter 679A of the Code of Iowa. The parties shall attempt to agree in writing upon a neutral and qualified arbitrator within fourteen (14) days following the delivery of written notice by either party to the other party setting out the dispute in general terms and requesting that the dispute be resolved by arbitration. If the parties cannot agree upon a single arbitrator, each party shall appoint its own arbitrator, and the arbitrators so appointed shall themselves appoint at least one additional arbitrator to ensure that there are an odd number of arbitrators. The decision of the arbitrator, or, in the case of more than one arbitrator, the simple majority decision of such panel of arbitrators, shall determine all issues in dispute between the parties. Said decision shall be final and binding and shall not be subject to appeal on a question of fact, law, or mixed fact and law, except as permitted under Chapter 679A. Arbitration shall be conducted in Waterloo, Iowa. Fees of the arbitrator(s) shall be shared equally by the parties, but otherwise each party will bear its own arbitration costs, including but not limited to attorney’s fees and expenses. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement while the dispute is being resolved. 16.4. Discovery in Arbitration: Consistent with the expedited nature of arbitration, each party will, upon written request of the other party, promptly provide the other with copies of documents legally relevant to the issues raised by any claim or counterclaim. Any dispute regarding discovery or the relevance or scope thereof shall be determined by the arbitrator(s), which determination shall be conclusive. All discovery shall be completed within sixty (60) days following appointment of the arbitrator(s). 16.5. Remedies: The arbitrator(s) may grant any relief available at law or in equity, including but not limited to equitable remedies of specific performance and injunction. Because the Employer will be irreparably damaged if the restrictive covenants set forth in Section 13 are not specifically enforced, it shall be entitled to an injunction restraining any violation of the said provisions by the Employee, or to any other appropriate decree of specific performance, in addition to any other remedies allowed by applicable law. The Employee hereby waives any requirement that the Employer post bond or show the likelihood of damages as a condition to issuance of a writ of injunction. 16.6. Attorney Fees: In the event of any mediation or arbitration to interpret, settle or enforce any of the provisions of this Agreement, each party shall bear its own attorney’s fees and costs, except that the Employee shall bear the reasonable attorney’s fees and expenses incurred by the Employer in any dispute where the Employee is found to have violated any of the restrictive covenants set forth in Section 13. IN WITNESS WHEREOF, the Waterloo Telecommunications Utility has caused this Agreement to be signed and executed by the Board Chair as duly authorized by resolution of the Board, and duly attested by the Board Secretary. 10 EMPLOYEE EMPLOYER _________________________ By: ___________________________ Erica Christiansen Andy Van Fleet, Board Chair Attest: _________________________ Kelley Felchle, Board Secretary 1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into effective as of November 20, 2023, by and between the Waterloo Telecommunications Utility, Waterloo, Iowa, d/b/a Waterloo Fiber, a municipal communications utility (the “Employer”), and Julie Eastman (the “Employee”), each of whom understand as follows: WHEREAS, Employer desires to employ the services of Employee to serve in the capacity of Accounting Manager; and WHEREAS, it is the desire of the Board of Trustees of the Waterloo Telecommunications Utility (hereinafter the “Board”), to provide certain benefits, establish certain conditions of employment, and set working conditions of said Employee; and WHEREAS, it is the desire of Employer to secure and retain the services of Employee, to provide inducement for her to continue to remain in such employment, and to provide a means for terminating Employee’s services at such time as she may be unable to fully discharge her duties or when Employer may otherwise desire to terminate her employment; and WHEREAS, Employee desires to be employed as Accounting Manager of the Waterloo Telecommunications Utility. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: 1. Term of Agreement 1.1. Employee understands that she serves as Accounting Manager at the discretion of the General Manager of Telecommunications (the “General Manager”). Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the General Manager to terminate the services of the Employee, at any time, subject only to the provisions set forth in this Agreement. 1.2. This Agreement shall expire on December 31, 2028 or upon termination of Employee’s employment, whichever occurs first. The Agreement shall be renewed for an additional five-year term unless one party delivers to the other party a written notice of non-renewal on or before September 30, 2028. 1.3. Nothing shall prevent, limit or otherwise interfere with the right of the Employee to resign at any time from her position with the Employer, subject only to the provisions set forth in this Agreement. 2. Compensation 2.1. Base Salary: Employer agrees to pay Employee an annual base salary of $69,992.00 per calendar year payable biweekly in equal installments. Effective January 1 of each calendar year, commencing on January 1, 2024, Employee’s annual base salary shall be increased by 2% as a cost-of-living adjustment. The amount of the annual base salary shall be set by Board resolution, which resolution, when adopted, shall become part of this section of the Agreement. This 2 Agreement shall be automatically amended to reflect any other salary adjustments provided or required by the Employer’s compensation policies. 2.2. Customer Sign-up Incentive Pay: In recognition of the vital role that the Employee serves in operating the Employer’s business and as an incentive for the Employee to oversee and direct accounting, payroll, and benefits, in a manner that supports the business’s ability to subscribe and maintain the greatest number of customers for the services offered or to be offered by the Employer, the Employer desires to offer incentive compensation to the Employee as described in the Waterloo Fiber Incentive Compensation Plan. Each calendar year during the term of this Agreement, the Employee shall be entitled to receive an incentive payment (the “Incentive”) calculated as set forth in said Plan. Except as set forth in Section 2.3 below, the Employer shall pay the Incentive to the Employee no later than March 31 of the following year. 2.3. Incentive Forfeiture and Repayment: Notwithstanding anything to the contrary in Section 2.2, Employee shall forfeit the Incentive in its entirety if, at any time before the Incentive is paid, (a) the employment of Employee is terminated for cause, as defined in Section 5 below, or (b) such employment is terminated for reasons other than cause but Employee has violated any of the restrictive covenants set forth in Section 13. If, during any post-employment period in which the restrictive covenants set forth in Section 13 are in force, the Employee is found to have engaged in conduct that violates any of such restrictive covenants, then in the Employer’s sole discretion and upon written demand the Employee shall be required to repay to the Employer the most recent Incentive payment received b y the Employee. In addition to other methods, repayment may occur by offset against any severance payments owed. 2.4. Employer shall not, at any time during this Agreement, reduce the base salary or other benefits of Employee, except to the degree that such reduction occurs across-the-board for all employees of Employer. This provision shall not apply to the incentive pay structure detailed in Section 2.2 of this Agreement. 3. Performance Evaluation 3.1. The General Manager shall review and evaluate the performance of the Employee at least once annually. Said review and evaluation will be fair and reasonable based on the Employee’s job description on file and job performance based on criteria developed by Employer. Further, the General Manager shall provide the Employee with a summary written statement of the General Manager’s performance review and evaluation and provide an adequate opportunity for the Employee to discuss her evaluation with the General Manager. 3.2. Annually, the General Manager and Employee shall define such goals and performance objectives which they determine necessary for the proper operation of the Waterloo Telecommunications Utility and in the attainment of the Board’s policy objectives and shall further establish a relative priority among those goals and objectives, said goals and objectives to be reduced to writing. They shall generally be attainable within the time limitations as specified and the annual operating and capital budgets and appropriations provided. 3.3. In effecting the provisions of this section, the General Manager and Employee mutually agree to abide by the provisions of the applicable law. 3 4. Resignation 4.1. In the event Employee voluntarily resigns her position with Employer during her employment, Employee shall give Employer ninety (90) days’ written notice in advance unless the parties mutually agree otherwise. 4.2. In the event Employee voluntarily resigns her position with Employer during employment and provides written notice, Employee shall receive payment for unused vacation, sick and personal time and other benefits usually paid other Employees at separation pursuant to Employer's policies and procedures, unless otherwise specified in this Agreement. 4.3. If Employee does not provide proper written notice and voluntarily resigns from this position with Employer during employment, Employee shall not be entitled to receive any severance benefits, except she shall be eligible to receive payment of unused vacation, sick and personal time consistent with what is usually paid to other employees who voluntarily resign without proper written notice. 5. Termination for Cause 5.1. Employer may immediately terminate this Agreement at any time for cause. If Employee is terminated for cause, she shall receive no severance pay, except she shall be eligible to receive payment for unused vacation, sick and personal time and other benefits usually paid other Employees who are terminated for cause pursuant to the Employer’s policies and procedures. 5.2. For purposes of this Agreement, the term “for cause” shall mean, in the General Manager’s judgment, (a) serious misconduct, including but not limited to conduct, whether personal or professional, that may bring public embarrassment or disgrace to the Employer, (b) conviction of a serious violation of law or regulations, (c) documented unsatisfactory performance consistent with regulations set forth in the employee handbook, (d) failure to meet goals and performance objectives set by the Board, or (e) material breach of any of the terms of this Agreement, particularly including but not limited to any of the restrictive covenants set forth in Section 13. 6. Termination Without Cause; Severance 6.1. In the event Employer wishes to terminate employment without cause, it may do so by giving the Employee 90 days’ notice in writing. In such event, the Employee, if requested by the Employer, shall continue to render her services and shall be paid her regular compensation to the date of termination per the written notice. 6.2. Upon termination without cause the Employee shall be entitled to 90 calendar days of severance pay from the termination date and payment of unused vacation, sick and casual time and other benefits usually paid other Employees at termination pursuant to Employer's policies and procedures. 6.3. All health insurance benefits the Employee is participating in at the time of separation shall also continue for 90 calendar days after the date of employment termination. 4 6.4. With respect to any severance payments made to the Employee, the Employer agr ees to pay the Employee every two weeks equal to 90 calendar days’ aggregate salary minus any and all applicable taxes, plus continue paid health insurance payments for the same duration. 7. Health and Dental, Disability, Pension and Life Insurance Benefits 7.1. It is understood that at the time of entering into this Agreement Employer does not have a disability and life insurance benefit plan. Employer agrees to establish policies and procedures to provide for leaves of absence and other benefits within one year of the effective date of this Agreement. 7.2. Employer shall, through the City of Waterloo, make available to Employee health insurance through Wellmark, dental insurance through Delta Dental, and eye insurance through Avesis. Employee agrees to pay for such insurance at the same rate as is charged to employees of the City of Waterloo. Employee understands that at such time as the utility has three employees, the utility will be required to obtain health, dental and vision insurance benefits and such benefits through the City of Waterloo shall be discontinued. 8. Work Hours 8.1. It is recognized that Employee must devote a significant time outside the normal office hours to the business of the Employer, and to that end Employee will be allowed appropriate flexibility in her normal office hours, as approved by the General Manager. 9. Paid Time Off - Sick, Vacation, Personal, and Holidays 9.1. Sick Time: Employee will be credited 24 hours of sick time upon employment through December 31, 2023. A bank of 96 hours of sick time will be accrued annually on January 1 of each calendar year, commencing on January 1, 2024. 9.2. Personal Time: On January 1, 2024, and January 1 of each calendar year thereafter Employee will receive 32 hours of personal time. 9.3. Vacation Time: Employee will be credited 24 hours of vacation time upon employment through December 31, 2023. A bank of 160 hours of vacation time will be accrued annually on January 1 of each calendar year, commencing on January 1, 2024. 9.4. Holidays: Employee is considered to be on-call twenty-four (24) hours a day; however, unless her services are needed, the Employee shall not be required to work on those days which have been designated as holidays by the Waterloo Telecommunications Utility. 10. Retirement 10.1. The IPERS pension plan will be available for the Employee to participate. The Employer will contribute the state mandated employer match into the plan. 5 11. General Business Expenses 11.1. Professional Dues and Subscriptions: Employer agrees to budget for and to pay for reasonable professional dues and subscriptions of the Employee necessary for continuation and full participation in national, regional, state, and local associations, and organizations necessary and desirable for the Employee’s continued professional participation, growth, and advancement, and for the good of the Employer. 11.2. The Employer acknowledges the value of having Employee participate and be directly involved in local civic clubs or organizations. Accordingly, Employer shall pay for the reasonable membership fees and/or dues to enable the Employee to become an active member in said clubs or organizations. 11.3. Travel Expense: Employer agrees to pay for eligible and properly approved travel expenses of Employee according to policies and procedures adopted by the Board. Receipts for all expenses, meeting agendas, Employee expense reports and any other documents required by policy shall be attached to paperwork submitted for payment, in accordance with bill payment policies and procedures adopted by the Board. Such documents shall be submitted as soon as possible after expenses are incurred. 11.4. The Utility agrees to reimburse the Employee for approved expenses as soon as possible after proper documentation is provided. Reimbursement will be made in accordance with the Utility’s bill payment schedule. 11.5. Employer shall furnish the Employee all equipment, material, manpower and transportation necessary to the efficient performance of the official duties of Employee’s position as determined by the Board. 12. Miscellaneous 12.1. Employee shall perform those duties as outlined in the job description approved by the Board, which establishes the Accounting Manager position. 12.2. Employee shall devote her full time and talents to the best of her ability and to the best interest of the Waterloo Telecommunications Utility, in the discharge of her duties. 12.3. The employment provided for by this Agreement shall be the Employee’s primary employment. Any outside activity or employment duties may only be performed by Employee during Employer non-working hours and must not interfere with Employee’s ability to properly perform her job duties for Employer or pose a conflict of interest with Employer. When such outside employment consists of professional consultation or other related services, prior approval must be received from the General Manager. 12.4. Employer agrees that it shall defend, hold harmless, and indemnify the Employee against any tort, professional liability from all demands, claims, suits, actions, errors, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee’s duties in legal proceedings brought against her in her individual capacity or in her 6 official capacity, provided the incident arose while she was acting within the scope of her employment and not attributable to the Employee’s gross negligence or willful misconduct. 12.5. If in the good faith opinion of the Employer and Employee, conflict exists as regards to the defense of any such claim between the legal position of the Employer and the Employee, the Employee may engage counsel, in which event the Employer shall indemnify the Employee for the reasonable cost of legal counsel. 12.6. The Employer agrees to pay all reasonable litigation expenses of Employee throughout the pendency of any litigation to which the Employee is a party, witness or advisor to the Employer. Such expense payments shall continue beyond Employee’s service to the Employer as long as litigation is pending. 12.7. Employer agrees to pay Employee reasonable consulting fees and travel expenses when Employee serves as a witness, advisor or consultant to Employer regarding pending litigation, if the Employee is no longer working for the Employer at that time. 12.8. Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law. 12.9. Employee acknowledges that the Employer is in an organizational phase and certain policies and procedures relating to the organization are being developed. Employee agrees to work with the General Manager to develop policies and procedures for the Employer and abide by such policies and procedures upon adoption by the Board. 13. Restrictive Covenants 13.1. Covenant Against Competition: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee will not, directly or indirectly, solicit business with any current or potential customer, wherever located, of Employer. 13.2. Covenant Against Disclosure of Confidential Information: During the term of Employee’s employment with the Employer, and at any time after the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee shall not use for any purpose other than the Employer’s purposes, or disclose to any person or entity except as necessary in the ordinary conduct of Employer’s business and subject to the recipient’s execution of a non-disclosure agreement, any confidential information acquired during the course of her employment with the Employer. Employee shall not, directly or indirectly, copy, take, or remove from the Employer’s premises, any of the Employer’s books, records, customer lists, or any other documents or materials. The term “confidential information” as used in this Agreement includes, but is not limited to, records, lists, and knowledge of the Employer’s customers, methods of operation, plans, processes, trade secrets, and personnel records, as the same may exist from time to time, subject to such disclosures are may be required under the Iowa Open Records Law. 13.3. Non-solicitation of Customers: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of 7 Employee’s employment with the Employer for any reason whatsoever, Employee shall not solicit, induce, or attempt to induce any past or current customer of the Employer (a) to cease doing business in whole or in part with or through the Employer; or (b) to do business with any other person, firm, partnership, corporation, or other entity which performs services materially similar to or competitive with those provided by the Employer. 13.4. Non-solicitation of Employees: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee shall not solicit for employment or employ, or solicit for engagement or engage as an independent contractor, any employee of the Employer, nor induce, influence, recruit, encourage or otherwise attempt to cause any employee of the Employer to terminate his or her employment with the Employer. 13.5. Remedies: In addition to all the remedies otherwise available to the Employer, including, but not limited to, recovery from Employee of damages and reasonable attorneys’ fees incurred in the enforcement of this Agreement, the Employer shall have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the terms of this Agreement. All the Employer’s remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies. 13.6. Reasonableness of Restrictions: Employee has carefully read and considered the provisions of this Section 13 and, having done so, agrees that the restrictions set forth herein (including, but not limited to, the time period of restriction and the geographical areas of restriction) are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Employer. 14. General Provisions 14.1. Integration: This Agreement sets forth and establishes the entire understanding between the Employer and the Employee relating to the employment of the Employee by the Employer. Any prior discussions or representations by or between the parties are merged into and rendered null and void by this Agreement. The parties by mutual written agreement may amend any provision of this Agreement. 14.2. Binding Effect: This Agreement shall be binding on the Employer and the Employee as well as their respective heirs, assigns, executors, personal representatives and successors in interest. 14.3. Effective Date: This Agreement shall become effective on Employee’s first date of employment. 14.4. Severability: The invalidity or partial invalidity of any portion of the Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the remaining provisions shall be deemed to be in full force and effect as if they have been executed by both parties subsequent to the expungement or judicial modifications of the invalid provision. 8 14.5. Other Terms and Conditions of Employment: Employer, in consultation with the Employee, may fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Employee, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, policies, or any other law. 14.6. Governing Law: This Agreement shall be governed by the laws of the State of Iowa. 15. Notices 15.1. Notices pursuant to this Agreement shall be given by deposit in the custody of the United States Postal Service, postage prepaid, addressed as follows: Employer: Board Secretary City Hall 715 Mulberry Street Waterloo, IA 50703 Employee: Julie Eastman 127 Ruby Drive Waterloo, IA 50702 (or to her most recent residence address as shown in the personnel or payroll records of the Employer) Alternatively, notices required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial practice. Notice shall be deemed given as of the date of personal service or as the date of deposit of such written notice, postage prepaid, in a US Postal Service receptacle. 16. Disputes 16.1. Informal Negotiation: The parties shall initially attempt to resolve all claims, disputes, or controversies arising under, out of, or in connection with this Agreement by conducting good faith negotiations. The dispute shall be considered to have arisen when one party sends to the other party a written notice of dispute. If the parties are unable to resolve the matter following good faith informal negotiations within thirty (30) days, the parties agree to submit the dispute to mediation. 16.2. Mediation: Within fourteen (14) days following the expiration of the time period for informal negotiations in 16.1, the parties shall attempt to agree upon a neutral and qualified mediator to assist the parties in resolving the dispute. If the parties fail to agree upon a mediator, the parties shall request the American Arbitration Association (“AAA”) to appoint a qualified mediator for a mediation to be held in Black Hawk County, Iowa. The period for mediation shall commence upon the appointment of the mediator and shall not exceed sixty (60) calendar days, unless such time period is extended by mutual agreement of the parties. The mediator’s fees and AAA fees shall be shared equally by the parties, but otherwise the parties will bear their own costs for mediation. If the parties are unable to resolve the matter through informal negotiations or mediation, the parties agree to submit such dispute to arbitration, which the parties agree shall 9 be the exclusive means for resolving disputes which the parties cannot otherwise resolve as described above. 16.3. Arbitration: Subject to prior compliance with the requirements of Sections 16.1 and 16.2, any dispute may be resolved by arbitration conducted pursuant to Chapter 679A of the Code of Iowa. The parties shall attempt to agree in writing upon a neutral and qualified arbitrator within fourteen (14) days following the delivery of written notice by either party to the other party setting out the dispute in general terms and requesting that the dispute be resolved by arbitration. If the parties cannot agree upon a single arbitrator, each party shall appoint its own arbitrator, and the arbitrators so appointed shall themselves appoint at least one additional arbitrator to ensure that there are an odd number of arbitrators. The decision of the arbitrator, or, in the case of more than one arbitrator, the simple majority decision of such panel of arbitrators, shall determine all issues in dispute between the parties. Said decision shall be final and binding and shall not be subject to appeal on a question of fact, law, or mixed fact and law, except as permitted under Chapter 679A. Arbitration shall be conducted in Waterloo, Iowa. Fees of the arbitrator(s) shall be shared equally by the parties, but otherwise each party will bear its own arbitration costs, including but not limited to attorney’s fees and expenses. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement while the dispute is being resolved. 16.4. Discovery in Arbitration: Consistent with the expedited nature of arbitration, each party will, upon written request of the other party, promptly provide the other with copies of documents legally relevant to the issues raised by any claim or counterclaim. Any dispute regarding discovery or the relevance or scope thereof shall be determined by the arbitrator(s), which determination shall be conclusive. All discovery shall be completed within sixty (60) days following appointment of the arbitrator(s). 16.5. Remedies: The arbitrator(s) may grant any relief available at law or in equity, including but not limited to equitable remedies of specific performance and injunction. Because the Employer will be irreparably damaged if the restrictive covenants set forth in Section 13 are not specifically enforced, it shall be entitled to an injunction restraining any violation of the said provisions by the Employee, or to any other appropriate decree of specific performance, in addition to any other remedies allowed by applicable law. The Employee hereby waives any requirement that the Employer post bond or show the likelihood of damages as a condition to issuance of a writ of injunction. 16.6. Attorney Fees: In the event of any mediation or arbitration to interpret, settle or enforce any of the provisions of this Agreement, each party shall bear its own attorney’s fees and costs, except that the Employee shall bear the reasonable attorney’s fees and expenses incurred by the Employer in any dispute where the Employee is found to have violated any of the restrictive covenants set forth in Section 13. IN WITNESS WHEREOF, the Waterloo Telecommunications Utility has caused this Agreement to be signed and executed by the Board Chair as duly authorized by resolution of the Board, and duly attested by the Board Secretary. 10 EMPLOYEE EMPLOYER _________________________ By: ___________________________ Julie Eastman Andy Van Fleet, Board Chair Attest: _________________________ Kelley Felchle, Board Secretary 1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into effective as of December 18, 2023, by and between the Waterloo Telecommunications Utility, Waterloo, Iowa, d/b/a Waterloo Fiber, a municipal communications utility (the “Employer”), and Erin Langenberg (the “Employee”), each of whom understand as follows: WHEREAS, Employer desires to employ the services of Employee to serve in the capacity of Strategic Communications Manager; and WHEREAS, it is the desire of the Board of Trustees of the Waterloo Telecommunications Utility (hereinafter the “Board”), to provide certain benefits, establish certain conditions of employment, and set working conditions of said Employee; and WHEREAS, it is the desire of Employer to secure and retain the services of Employee, to provide inducement for her to continue to remain in such employment, and to provide a means for terminating Employee’s services at such time as she may be unable to fully discharge her duties or when Employer may otherwise desire to terminate her employment; and WHEREAS, Employee desires to be employed as Strategic Communications Manager of the Waterloo Telecommunications Utility. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: 1. Term of Agreement 1.1. Employee understands that she serves as Strategic Communications Manager at the discretion of the General Manager of Telecommunications (the “General Manager”). Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the General Manager to terminate the services of the Employee, at any time, subject only to the provisions set forth in this Agreement. 1.2. This Agreement shall expire on December 31, 2028 or upon termination of Employee’s employment, whichever occurs first. The Agreement shall be renewed for an additional five-year term unless one party delivers to the other party a written notice of non-renewal on or before September 30, 2028. 1.3. Nothing shall prevent, limit or otherwise interfere with the right of the Employee to resign at any time from her position with the Employer, subject only to the provisions set forth in this Agreement. 2. Compensation 2.1. Base Salary: Employer agrees to pay Employee an annual base salary of $72,500 per calendar year payable biweekly in equal installments. Effective January 1 of each calendar year, commencing on January 1, 2024, Employee’s annual base salary shall be increased by 2% as a cost-of-living adjustment. The amount of the annual base salary shall be set by Board resolution, 2 which resolution, when adopted, shall become part of this section of the Agreement. This Agreement shall be automatically amended to reflect any other salary adjustments provided or required by the Employer’s compensation policies. 2.2. Customer Sign-up Incentive Pay: In recognition of the vital role that the Employee serves in operating the Employer’s business and ensuring the timely and high-quality delivery of services to the Employer’s customers, and as an incentive for the Employee to oversee and direct strategic communication so as to subscribe and maintain the greatest number of customers for the services offered or to be offered by the Employer, the Employer desires to offer incentive compensation to the Employee as described in the Waterloo Fiber Incentive Compensation Plan. Each calendar year during the term of this Agreement, the Employee shall be entitled to receive an incentive payment (the “Incentive”) calculated as set forth in said Plan. Except as set forth in Section 2.3 below, the Employer shall pay the Incentive to the Employee no later than March 31 of the following year. 2.3. Incentive Forfeiture and Repayment: Notwithstanding anything to the contrary in Section 2.2, Employee shall forfeit the Incentive in its entirety if, at any time before the Incentive is paid, (a) the employment of Employee is terminated for cause, as defined in Section 5 below, or (b) such employment is terminated for reasons other than cause but Employee has violated any of the restrictive covenants set forth in Section 13. If, during any post-employment period in which the restrictive covenants set forth in Section 13 are in force, the Employee is found to have engaged in conduct that violates any of such restrictive covenants, then in the Employer’s sole discretion and upon written demand the Employee shall be required to repay to the Employer the most recent Incentive payment received b y the Employee. In addition to other methods, repayment may occur by offset against any severance payments owed. 2.4. Employer shall not, at any time during this Agreement, reduce the base salary or other benefits of Employee, except to the degree that such reduction occurs across-the-board for all employees of Employer. This provision shall not apply to the incentive pay structure detailed in Section 2.2 of this Agreement. 3. Performance Evaluation 3.1. The General Manager shall review and evaluate the performance of the Employee at least once annually. Said review and evaluation will be fair and reasonable based on the Employee’s job description on file and job performance based on criteria developed by Employer. Further, the General Manager shall provide the Employee with a summary written statement of the General Manager’s performance review and evaluation and provide an adequate opportunity for the Employee to discuss her evaluation with the General Manager. 3.2. Annually, the General Manager and Employee shall define such goals and performance objectives which they determine necessary for the proper operation of the Waterloo Telecommunications Utility and in the attainment of the Board’s policy objectives and shall further establish a relative priority among those goals and objectives, said goals and objectives to be reduced to writing. They shall generally be attainable within the time limitations as specified and the annual operating and capital budgets and appropriations provided. 3 3.3. In effecting the provisions of this section, the General Manager and Employee mutually agree to abide by the provisions of the applicable law. 4. Resignation 4.1. In the event Employee voluntarily resigns her position with Employer during her employment, Employee shall give Employer thirty (30) days’ written notice in advance unless the parties mutually agree otherwise. 4.2. In the event Employee voluntarily resigns her position with Employer during employment and provides written notice, Employee shall receive payment for unused vacation, sick and personal time and other benefits usually paid other Employees at separation pursuant to Employer's policies and procedures, unless otherwise specified in this Agreement. 4.3. If Employee does not provide proper written notice and voluntarily resigns from this position with Employer during employment, Employee shall not be entitled to receive any severance benefits, except she shall be eligible to receive payment of unused vacation, sick and personal time consistent with what is usually paid to other employees who voluntarily resign without proper written notice. 5. Termination for Cause 5.1. Employer may immediately terminate this Agreement at any time for cause. If Employee is terminated for cause, she shall receive no severance pay, except she shall be eligible to receive payment for unused vacation, sick and personal time and other benefits usually paid other Employees who are terminated for cause pursuant to the Employer's policies and procedures. 5.2. For purposes of this Agreement, the term “for cause” shall mean, in the General Manager’s judgment, (a) serious misconduct, including but not limited to conduct, whether personal or professional, that may bring public embarrassment or disgrace to the Employer, (b) conviction of a serious violation of law or regulations, (c) documented unsatisfactory performance consistent with regulations set forth in the employee handbook, (d) failure to meet goals and performance objectives set by the Board, or (e) material breach of any of the terms of this Agreement, particularly including but not limited to any of the restrictive covenants set forth in Section 13. 6. Termination Without Cause; Severance 6.1. In the event Employer wishes to terminate employment without cause, it may do so by giving the Employee 30 days’ notice in writing. In such event, the Employee, if requested by the Employer, shall continue to render her services and shall be paid her regular compensation to the date of termination per the written notice. 6.2. Upon termination without cause the Employee shall be entitled to 90 calendar days of severance pay from the termination date and payment of unused vacation, sick and casual time and other benefits usually paid other Employees at termination pursuant to Employer's policies and procedures. 4 6.3. All health insurance benefits the Employee is participating in at the time of separation shall also continue for 90 calendar days after the date of employment termination. 6.4. With respect to any severance payments made to the Employee, the Employer agrees to pay the Employee every two weeks equal to 90 calendar days’ aggregate salary minus any and all applicable taxes, plus continue paid health insurance payments for the same duration. 7. Health and Dental, Disability, Pension and Life Insurance Benefits 7.1. It is understood that at the time of entering into this Agreement Employer does not have a disability and life insurance benefit plan. Employer agrees to establish policies and procedures to provide for leaves of absence and other benefits within one year of the effective date of this Agreement. 7.2. Employer shall, through the City of Waterloo, make available to Employee health insurance through Wellmark, dental insurance through Delta Dental, and eye insurance through Avesis. Employee agrees to pay for such insurance at the same rate as is charged to employees of the City of Waterloo. Employee understands that at such time as the utility has three employees, the utility will be required to obtain health, dental and vision insurance benefits and such benefits through the City of Waterloo shall be discontinued. 8. Work Hours 8.1. It is recognized that Employee must devote a significant time outside the normal office hours to the business of the Employer, and to that end Employee will be allowed appropriate flexibility in her normal office hours, as approved by the General Manager. 9. Paid Time Off - Sick, Vacation, Personal, and Holidays 9.1. Sick Time: Employee will be credited 8 hours of sick time upon employment through December 31, 2023. A bank of 96 hours of sick time will be accrued annually on January 1 of each calendar year, commencing on January 1, 2024. 9.2. Personal Time: On January 1, 2024, and January 1 of each calendar year thereafter Employee will receive 32 hours of personal time. 9.3. Vacation Time: Employee will not receive vacation time upon employment through December 31, 2023. A bank of 160 hours of vacation time will be accrued annually on January 1 of each calendar year, commencing on January 1, 2024. 9.4. Holidays: Employee is considered to be on-call twenty-four (24) hours a day; however, unless her services are needed, the Employee shall not be required to work on those days which have been designated as holidays by the Waterloo Telecommunications Utility. 10. Retirement 10.1. The IPERS pension plan will be available for the Employee to participate. The Employer will contribute the state mandated employer match into the plan. 5 11. General Business Expenses 11.1. Professional Dues and Subscriptions: Employer agrees to budget for and to pay for reasonable professional dues and subscriptions of the Employee necessary for continuation and full participation in national, regional, state, and local associations, and organizations necessary and desirable for the Employee’s continued professional participation, growth, and advancement, and for the good of the Employer. 11.2. The Employer acknowledges the value of having Employee participate and be directly involved in local civic clubs or organizations. Accordingly, Employer shall pay for the reasonable membership fees and/or dues to enable the Employee to become an active member in said clubs or organizations. 11.3. Travel Expense: Employer agrees to pay for eligible and properly approved travel expenses of Employee according to policies and procedures adopted by the Board. Receipts for all expenses, meeting agendas, Employee expense reports and any other documents required by policy shall be attached to paperwork submitted for payment, in accordance with bill payment policies and procedures adopted by the Board. Such documents shall be submitted as soon as possible after expenses are incurred. 11.4. The Utility agrees to reimburse the Employee for approved expenses as soon as possible after proper documentation is provided. Reimbursement will be made in accordance with the Utility’s bill payment schedule. 11.5. Employer shall furnish the Employee all equipment, material, manpower and transportation necessary to the efficient performance of the official duties of Employee’s position as determined by the Board. 12. Miscellaneous 12.1. Employee shall perform those duties as outlined in the job description approved by the Board, which establishes the Strategic Communications Manager position. 12.2. Employee shall devote her full time and talents to the best of her ability and to the best interest of the Waterloo Telecommunications Utility, in the discharge of her duties. 12.3. The employment provided for by this Agreement shall be the Employee’s primary employment. Any outside activity or employment duties may only be performed by Employee during Employer non-working hours and must not interfere with Employee’s ability to properly perform her job duties for Employer or pose a conflict of interest with Employer. When such outside employment consists of professional consultation or other related services, prior approval must be received from the General Manager. 12.4. Employer agrees that it shall defend, hold harmless, and indemnify the Employee against any tort, professional liability from all demands, claims, suits, actions, errors, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee's duties in legal proceedings brought against her in her individual capacity or in her 6 official capacity, provided the incident arose while she was acting within the scope of her employment and not attributable to the Employee’s gross negligence or willful misconduct. 12.5. If in the good faith opinion of the Employer and Employee, conflict exists as regards to the defense of any such claim between the legal position of the Employer and the Employee, the Employee may engage counsel, in which event the Employer shall indemnify the Employee for the reasonable cost of legal counsel. 12.6. The Employer agrees to pay all reasonable litigation expenses of Employee throughout the pendency of any litigation to which the Employee is a party, witness or advisor to the Employer. Such expense payments shall continue beyond Employee’s service to the Employer as long as litigation is pending. 12.7. Employer agrees to pay Employee reasonable consulting fees and travel expenses when Employee serves as a witness, advisor or consultant to Employer regarding pending litigation, if the Employee is no longer working for the Employer at that time. 12.8. Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law. 12.9. Employee acknowledges that the Employer is in an organizational phase and certain policies and procedures relating to the organization are being developed. Employee agrees to work with the General Manager to develop policies and procedures for the Employer and abide by such policies and procedures upon adoption by the Board. 13. Restrictive Covenants 13.1. Covenant Against Competition: During the term of Employee’s employment with the Employer and for a period of eighteen (18) months from the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee will not, directly or indirectly, solicit business with any current or potential customer, wherever located, of Employer. 13.2. Covenant Against Disclosure of Confidential Information: During the term of Employee’s employment with the Employer, and at any time after the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee shall not use for any purpose other than the Employer’s purposes, or disclose to any person or entity except as necessary in the ordinary conduct of Employer’s business and subject to the recipient’s execution of a non-disclosure agreement, any confidential information acquired during the course of her employment with the Employer. Employee shall not, directly or indirectly, copy, take, or remove from the Employer’s premises, any of the Employer’s books, records, customer lists, or any other documents or materials. The term “confidential information” as used in this Agreement includes, but is not limited to, records, lists, and knowledge of the Employer’s customers, methods of operation, plans, processes, trade secrets, and personnel records, as the same may exist from time to time, subject to such disclosures are may be required under the Iowa Open Records Law. 13.3. Non-solicitation of Customers: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of 7 Employee’s employment with the Employer for any reason whatsoever, Employee shall not solicit, induce, or attempt to induce any past or current customer of the Employer (a) to cease doing business in whole or in part with or through the Employer; or (b) to do business with any other person, firm, partnership, corporation, or other entity which performs services materially similar to or competitive with those provided by the Employer. 13.4. Non-solicitation of Employees: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee shall not solicit for employment or employ, or solicit for engagement or engage as an independent contractor, any employee of the Employer, nor induce, influence, recruit, encourage or otherwise attempt to cause any employee of the Employer to terminate his or her employment with the Employer. 13.5. Remedies: In addition to all the remedies otherwise available to the Employer, including, but not limited to, recovery from Employee of damages and reasonable attorneys’ fees incurred in the enforcement of this Agreement, the Employer shall have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the terms of this Agreement. All the Employer’s remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies. 13.6. Reasonableness of Restrictions: Employee has carefully read and considered the provisions of this Section 13 and, having done so, agrees that the restrictions set forth herein (including, but not limited to, the time period of restriction and the geographical areas of restriction) are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Employer. 14. General Provisions 14.1. Integration: This Agreement sets forth and establishes the entire understanding between the Employer and the Employee relating to the employment of the Employee by the Employer. Any prior discussions or representations by or between the parties are merged into and rendered null and void by this Agreement. The parties by mutual written agreement may amend any provision of this Agreement. 14.2. Binding Effect: This Agreement shall be binding on the Employer and the Employee as well as their respective heirs, assigns, executors, personal representatives and successors in interest. 14.3. Effective Date: This Agreement shall become effective on Employee’s first date of employment. 14.4. Severability: The invalidity or partial invalidity of any portion of the Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the remaining provisions shall be deemed to be in full force and effect as if they have been executed by both parties subsequent to the expungement or judicial modifications of the invalid provision. 8 14.5. Other Terms and Conditions of Employment: Employer, in consultation with the Employee, may fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Employee, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, policies, or any other law. 14.6. Governing Law: This Agreement shall be governed by the laws of the State of Iowa. 15. Notices 15.1. Notices pursuant to this Agreement shall be given by deposit in the custody of the United States Postal Service, postage prepaid, addressed as follows: Employer: Board Secretary City Hall 715 Mulberry Street Waterloo, IA 50703 Employee: Erin Langenberg 5104 William Drive Waterloo, IA 50701 (or to her most recent residence address as shown in the personnel or payroll records of the Employer) Alternatively, notices required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial practice. Notice shall be deemed given as of the date of personal service or as the date of deposit of such written notice, postage prepaid, in a US Postal Service receptacle. 16. Disputes 16.1. Informal Negotiation: The parties shall initially attempt to resolve all claims, disputes, or controversies arising under, out of, or in connection with this Agreement by conducting good faith negotiations. The dispute shall be considered to have arisen when one party sends to the other party a written notice of dispute. If the parties are unable to resolve the matter following good faith informal negotiations within thirty (30) days, the parties agree to submit the dispute to mediation. 16.2. Mediation: Within fourteen (14) days following the expiration of the time period for informal negotiations in 16.1, the parties shall attempt to agree upon a neutral and qualified mediator to assist the parties in resolving the dispute. If the parties fail to agree upon a mediator, the parties shall request the American Arbitration Association (“AAA”) to appoint a qualified mediator for a mediation to be held in Black Hawk County, Iowa. The period for mediation shall commence upon the appointment of the mediator and shall not exceed sixty (60) calendar days, unless such time period is extended by mutual agreement of the parties. The mediator’s fees and AAA fees shall be shared equally by the parties, but otherwise the parties will bear their own costs for mediation. If the parties are unable to resolve the matter through informal negotiations or mediation, the parties agree to submit such dispute to arbitration, which the parties agree shall 9 be the exclusive means for resolving disputes which the parties cannot otherwise resolve as described above. 16.3. Arbitration: Subject to prior compliance with the requirements of Sections 16.1 and 16.2, any dispute may be resolved by arbitration conducted pursuant to Chapter 679A of the Code of Iowa. The parties shall attempt to agree in writing upon a neutral and qualified arbitrator within fourteen (14) days following the delivery of written notice by either party to the other party setting out the dispute in general terms and requesting that the dispute be resolved by arbitration. If the parties cannot agree upon a single arbitrator, each party shall appoint its own arbitrator, and the arbitrators so appointed shall themselves appoint at least one additional arbitrator to ensure that there are an odd number of arbitrators. The decision of the arbitrator, or, in the case of more than one arbitrator, the simple majority decision of such panel of arbitrators, shall determine all issues in dispute between the parties. Said decision shall be final and binding and shall not be subject to appeal on a question of fact, law, or mixed fact and law, except as permitted under Chapter 679A. Arbitration shall be conducted in Waterloo, Iowa. Fees of the arbitrator(s) shall be shared equally by the parties, but otherwise each party will bear its own arbitration costs, including but not limited to attorney’s fees and expenses. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement while the dispute is being resolved. 16.4. Discovery in Arbitration: Consistent with the expedited nature of arbitration, each party will, upon written request of the other party, promptly provide the other with copies of documents legally relevant to the issues raised by any claim or counterclaim. Any dispute regarding discovery or the relevance or scope thereof shall be determined by the arbitrator(s), which determination shall be conclusive. All discovery shall be completed within sixty (60) days following appointment of the arbitrator(s). 16.5. Remedies: The arbitrator(s) may grant any relief available at law or in equity, including but not limited to equitable remedies of specific performance and injunction. Because the Employer will be irreparably damaged if the restrictive covenants set forth in Section 13 are not specifically enforced, it shall be entitled to an injunction restraining any violation of the said provisions by the Employee, or to any other appropriate decree of specific performance, in addition to any other remedies allowed by applicable law. The Employee hereby waives any requirement that the Employer post bond or show the likelihood of damages as a condition to issuance of a writ of injunction. 16.6. Attorney Fees: In the event of any mediation or arbitration to interpret, settle or enforce any of the provisions of this Agreement, each party shall bear its own attorney’s fees and costs, except that the Employee shall bear the reasonable attorney’s fees and expenses incurred by the Employer in any dispute where the Employee is found to have violated any of the restrictive covenants set forth in Section 13. IN WITNESS WHEREOF, the Waterloo Telecommunications Utility has caused this Agreement to be signed and executed by the Board Chair as duly authorized by resolution of the Board, and duly attested by the Board Secretary. 10 EMPLOYEE EMPLOYER _________________________ By: ___________________________ Erin Langenberg Andy Van Fleet, Board Chair Attest: _________________________ Kelley Felchle, Board Secretary City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT REQUEST FOR PROPOSAL F.Y. 2024 FIBER OPTIC NETWORK ASSET MANAGEMENT Waterloo Fiber City of Waterloo, IA November 2023 CONTRACT NO. 1098 City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT Table of Contents 1. INTRODUCTION 2. ADMINISTRATIVE INFORMATION 3. FORM AND CONTENT OF PROPOSALS 4. SCOPE OF WORK 5. SPECIFICATIONS 6. EVALUATION AND SELECTION 7. CONTRACTUAL TERMS AND CONDITIONS City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT SECTION 1 INTRODUCTION 1.1 Purpose The City of Waterloo, Iowa (City) and the Municipal Telecommunications Utility (MTU) of the City of Waterloo are soliciting sealed proposals for the purpose of identifying an appropriate vendor to supply fiber asset management, conduit assets and mapping software to be used to document and manage existing and planned City and Waterloo Fiber (WF) Outside Plant (OSP), allowing the City to accurately document the location and status of fiber assets within the City. The City has begun implementation of its high-speed Fiber-To-The-Premise (FTTP) 10 Gigabit Symmetrical-Passive Optical Network (XGS-PON) communications Network. The City is seeking a turnkey go-live ready system including all required software, installation materials, and professional services to implement the WF network described in this RFP. The City reserves the right to reject any or all bids, re-advertise for new bids, and to waive informalities in the bids submitted. Bids may be held by the City, for a period not to exceed thirty (30) days from the day of the opening of bids for the purpose of reviewing the bids and investigating the responsibility of bidders, prior to awarding the contract. The City desires to establish, where possible, a direct relationship with all equipment and software manufacturers in the Proposed Solution. Therefore, any components in the Proposed Solution that are available for direct purchase by the City from the manufacturer must be quoted to allow for direct purchase. All manufacturer lead times for equipment must be included in the Proposed Solution. Scope of work service requirements are more particularly identified in Section 4 of this RFP. Specifications and compatibility requirements are more particularly identified in Section 5 of this RFP. The City has contracted the services of Magellan to manage the selection, procurement, and integration of their new network. All references to “WF”, “Waterloo Fiber”, and “Waterloo Fiber personnel” include City and Magellan staff by extension. The Bidder is solely responsible for ensuring all equipment, software, and services required to fully commission the network as described by this RFP and its supporting documents are included in their Proposed Solution. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT 1.2 Definitions The City has made every effort to use industry standard terminology throughout this RFP and to provide clear definitions unique to the context. If the prospective Bidder has questions on terminology or context, it is the responsibility of the Bidder to request clarification in writing. Likewise, the Bidder should define terms that may be unclear in their proposal. The following definitions and clarifications are provided: Term Definition City City of Waterloo, IA CSP (Communication Service Provider) A commercial telecommunications provider offering some combination of information, entertainment, and/or application services to retail and/or wholesale customers over a network by leveraging the infrastructure as a rich, functional platform. MTU (Municipal Telecommunications Utility) The new retail CSP created by the City of Waterloo, IA. WF (Waterloo Fiber) The marketing brand of the broadband system operated by the MTU (MTU dba/WF). RFP (Request for Proposal) Consists of this requirements document with all its exhibits and attachments. Proposed Solution Defined as all materials, software, licensing, and labor necessary to implement the turn-key system described and required by this RFP. Owner The City to include their designated project managers, staff, and consultants. Bidder A Bidder submitting a Proposed Solution purported to satisfy the requirements of the RFP. Contract The contract(s) entered into with the successful Bidder(s) as described in Section 7.1. Qualified Bidder A Bidder that has the capability in all material respects to perform the scope of work and specifications of the Contract. In determining whether a Bidder is a Qualified Bidder, the Owner may consider various factors including, but not limited to, the Bidder’s competence and qualifications to provide the goods or services requested, the Bidder’s integrity and reliability, the past performance of the Bidder and the best interest of the Owner. Qualified Proposal A Proposal that complies with the material provisions of this RFP. ISP (Inside Plant infrastructure) All racks, cable management, power, cooling, electronics, and installation components located inside an environmentally controlled structure. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT OSP (Outside Plant Infrastructure) Fiber optic cable, vaults, cabinets, pedestals, splice enclosures, and installation components located underground and/or aerially on poles. Project Completion Defined as the time when the Bidder has:  delivered, installed, configured, and successfully tested the proposed network, and  provided all required documentation and training, and  received final acceptance from the Owner 1.3 Overview of the RFP Process This RFP is designed to provide Bidders with the information necessary to develop a Proposed Solution. The RFP process is for the Owner’s benefit and is intended to provide the Owner with competitive information to assist in the selection process. It is not intended to be comprehensive. Each Bidder is solely responsible for determining all factors affecting the design, configuration, and implementation of a comprehensive proposal that will accomplish the technical and business goals described by this RFP. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT 1.4 RFP Schedule The Owner will make every effort to adhere to the following schedule leading to the award of a contract; however, this schedule is subject to change. Bidders will be notified of significant schedule changes: Project Calendar Anticipated Event Dates:  Issuance of the RFP December 7, 2023  Non-Mandatory Pre-Bid Meeting December 12, 2023  Final Submission of Bidders’ Questions December 15, 2023  Response to Bidders’ Questions December 21, 2023  Proposals Due January 4, 2023  City consideration of proposals & approval of award of Contract January 16, 2024 Utility consideration of proposals & approval of award of Contract January 17, 2024  Contract Signed and Mobilization Commences January 29, 2024  Commence Installation February 12, 2024  Complete Installation No Later Than TBD 1.5 Proposal Submission On behalf of the City of Waterloo and the Municipal Telecommunications Utility of the City of Waterloo, notice is hereby given that sealed proposals will be received by the City Clerk of the City of Waterloo, Iowa, at her office in the City Hall of the said City on the 4th day of January, 2024 before 1:00 p.m. for the F.Y. 2024 FIBER OPTIC NETWORK ASSET MANAGEMENT, Contract No. 1098, Proposals received after the deadline for submission of bids as stated herein shall not be considered and shall be returned to the late Bidder unopened. 1.6 Project Acceptance The Bidder must demonstrate to the Owner full and complete compliance with all requirements in the RFP and must successfully complete an Acceptance Test Plan (ATP) to validate the operational performance of the Proposed Solution to receive final acceptance for Project Completion. The Owner reserves the right to withhold final payment until the Bidder meets all requirements in this RFP to the Owner’s satisfaction. The Bidder shall provide as part of their proposal a list of acceptance tests in addition to those in Section 4 that they believe best demonstrate the operation and performance of the City and WF networks as described in this RFP. The specific ATP tests and procedures to perform them will be developed jointly by the Owner and Bidder during implementation of the Proposed Solution. After completion of the network implementation, the Owner will review the scope of work in Section 4 to determine if the Proposed Solution as installed satisfies the RFP requirements. The City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT Owner will document in writing any deficiencies discovered, and upon the Bidder’s completion or correction of these items, the Owner shall authorize final payment to the Bidder. 1.7 Deployment Strategy and Schedule The Bidder shall work with the Owner to ensure that the necessary site preparations (server installation) are made to support the February 12, 2024, Commencement Installation Date and that the necessary equipment and services are shipped/delivered in a timely manner. The Bidder shall provide in their Proposal an estimated timeline relative to the contract award date with projected milestones including equipment delivery, high level design, equipment installation, acceptance testing, and Project Completion. If applicable, no equipment shall be shipped or invoiced without prior written approval from the Owner. 1.8 Project Contract Requirements The Owner will award the Contract to the Bidder whose proposal the Owner believes will provide the best value to the Owner. The City reserves the right to reject any or all proposals, re-advertise for new proposals, and to waive informalities in the proposals submitted. Proposals may be held by the City, for a period not to exceed thirty (30) days from the day of the opening of proposals for the purpose of reviewing the proposals and investigating the responsibility of Bidders, prior to awarding the Contract. The Owner desires to establish, where possible, a direct relationship with all software manufacturers in the Proposed Solution. Therefore, any components in the Proposed Solution that are available for direct purchase by the Owner from the manufacturer must be quoted to allow for direct purchase. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT SECTION 2 ADMINISTRATIVE INFORMATION 2.1 Restriction on Communication From the issue date of this RFP until a Notice of Intent to Award the Contract is issued, Bidders may contact only the Issuing Officer, Michael Regan (mregan@entrustsol.com). The Issuing Officer will respond only to written questions regarding the procurement process. Questions related to the interpretation of this RFP must be submitted as provided in Section 2. Oral questions related to the interpretation of this RFP will not be accepted. Bidders may be disqualified if they contact any City of Waterloo employee or official other than the Issuing Officer about the RFP. This section shall not be construed as restricting communications related to the administration of any Contract currently in effect between a Bidder and the City of Waterloo. 2.2 Downloading the RFP from the Internet The RFP document and any addenda to the RFP will be posted at the Waterloo municipal government bids website. The Bidder is advised to check the website periodically for Addenda to this RFP, particularly if the Bidder downloaded the RFP from the Internet as the Bidder may not automatically receive addenda. It is the Bidder’s sole responsibility to check daily for addenda to posted documents. 2.3 Procurement Timetable The dates provided in the procurement schedule within this RFP are provided for informational and planning purposes. The Owner reserves the right to change the dates. If the Owner changes any of the deadlines for Bidder submissions, the Owner will issue an addendum to the RFP. 2.4 Non-Mandatory Pre-Proposal Conference On behalf of the City of Waterloo and the Municipal Telecommunications Utility (MTU) of the City of Waterloo, notice is hereby given that sealed proposals will be received by the City Clerk of the City of Waterloo, Iowa, at her office in the City Hall of the said City on the 4th day of January, 2024 before 1:00 p.m. for the F.Y. 2024 FIBER OPTIC NETWORK ASSET MANAGEMENT, Contract No. 1098. Proposals received after the deadline for submission of bids as stated herein shall not be considered and shall be returned to the late bidder unopened. A Non-Mandatory Pre-Bid Meeting will be held at 10:00 am local time on December 12, 2023 join via Microsoft Teams video conference, Meeting ID: 239 517 467 582, Passcode: CrtK6F, Click here to join the meeting Inquiries should Be Directed to: Michael Regan, via email only at: mregan@entrustsol.com. All questions must be submitted via e-mail before 5:00 pm, Friday, December 15, 2023. RFP documents may be examined at the City Clerk’s Office. Electronic copies of RFP documents in PDF format are available for download on the Waterloo municipal government bids website. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT It shall be the responsibility of the Bidder to monitor the City’s website and above noted e- procurement websites for published addenda. All fully executed addendum must be returned to Owner with proposal submission. Owner will not accept faxed or emailed addenda. In Compliance with this RFP and to All the Conditions Imposed Therein and Hereby Incorporated by Reference, the Undersigned Offers, And Agrees to Furnish Services requested in the solicitation. The pre-bid conference may be recorded. Questions asked at the conference that cannot be adequately answered during the conference may be deferred. A copy of the questions and answers will be sent to Bidders who submit a letter of intent to propose and will be posted in the form of an addendum at: the Waterloo municipal government bids website. 2.5 Questions, Requests for Clarification, and Suggested Changes Bidders are invited to submit written questions and requests for clarifications regarding the RFP. Bidders may also submit suggestions for changes to the specifications of this RFP. The questions, requests for clarifications, or suggestions must be in writing and received by Michael Regan, Issuing Officer, on or before the date and time listed within the RFP. Oral questions will not be permitted. If the questions, requests for clarifications, or suggestions pertain to a specific section of the RFP, Bidder shall reference the page and section number(s). The Owner will send written responses to questions, requests for clarifications, or suggestions received from Bidders before the date listed within the RFP. Owner’s written responses will become an addendum to the RFP. If the Owner decides to adopt a suggestion that modifies the RFP, the Owner will issue an addendum to the RFP. The Owner assumes no responsibility for oral representations made by its officers or employees unless such representations are confirmed in writing and incorporated into the RFP through an addendum. 2.6 Amendment to the RFP The Owner reserves the right to amend the RFP at any time using an addendum. The Bidder shall acknowledge receipt of all addenda in its Proposal. 2.7 Amendment and Withdrawal of Proposal The Bidder may amend or withdraw and resubmit its Proposal at any time before the Proposals are due. The amendment must be in writing, signed by the Bidder and received by the time set for the receipt of Proposals. Electronic mail and faxed amendments will not be accepted. Bidders must notify Michael Regan, Issuing Officer, in writing prior to the due date for Proposals if they wish to completely withdraw their Proposals. 2.8 Proposal Opening The Owner will open Proposals after the deadline for submission of Proposals has passed. The Proposals will remain confidential until the Owner has issued a Notice of Intent to Award a Contract. However, the names of Bidders who submitted timely Proposals will be publicly available after the Proposal opening. The announcement of Bidders who timely submitted Proposals does not mean that an individual Proposal has been deemed technically compliant or accepted for evaluation. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT Proposals will be considered by the City of Waterloo at its meeting at 5:30 pm on January 16, 2024 and the Board of Trustees of the Municipal Telecommunications Utility at its meeting at 4:00 pm on January 17, 2024, in the Harold E. Getty Council Chambers in City Hall, 715 Mulberry Street, Waterloo, Iowa. The Council and Board may approve awarding a Contract at said meetings, or at such other time and place as shall then be announced. 2.9 Costs of Preparing the Proposal The costs of preparation and delivery of the Proposal are solely the responsibility of the Bidder. 2.10 No Commitment to Contract The Owner reserves the right to reject any or all Proposals received in response to this RFP at any time prior to the execution of the Contract. Issuance of this RFP in no way constitutes a commitment by the Owner to award a contract. 2.11 Rejection of Proposals The Owner may reject outright and not evaluate a Proposal for reasons including, without limitation: 2.11.1 The Bidder fails to deliver a complete Proposal. 2.11.2 The Bidder acknowledges that a mandatory specification of the RFP cannot be met. 2.11.3 The Bidder’s Proposal changes a material specification of the RFP or the Proposal is not compliant with the mandatory specifications of the RFP. 2.11.4 The Bidder’s Proposal limits the rights of the Owner. 2.11.5 The Bidder fails to include information necessary to substantiate that it will be able to meet a specification of the RFP as provided in Section 5 of this RFP. 2.11.6 The Bidder fails to timely respond to the Owner’s request for information, documents, or references. 2.11.7 The Bidder presents the information requested by this RFP in a format inconsistent with the instructions of the RFP or otherwise fails to comply with the specifications of this RFP. 2.11.8 The Bidder initiates unauthorized contact regarding the RFP with a City employee or official other than, Michael Regan, Issuing Officer. 2.11.9 The Bidder provides misleading or inaccurate responses. 2.11.10 The Bidder’s Proposal is materially unbalanced. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT 2.11.11 There is insufficient evidence (including evidence submitted by the Bidder and evidence obtained by the Owner from other sources) to satisfy the Owner that the Bidder is a Qualified Bidder. 2.12 Reference Checks The Owner reserves the right to contact any reference to assist in the evaluation of the Proposal, to verify information contained in the Proposal and to discuss the Bidder’s qualifications and the qualifications of any subcontractor identified in the Proposal. 2.13 Information from Other Sources The Owner reserves the right to obtain and consider information from other sources concerning a Bidder, such as the Bidder’s capability and performance under other contracts, the qualifications of any subcontractor identified in the Proposal, the Bidder’s financial stability, past or pending litigation, and other publicly available information. 2.14 Verification of Proposal Contents The content of a Proposal submitted by a Bidder is subject to verification. If the Owner determines in its sole discretion that the content is in any way misleading or inaccurate, the Owner may reject the Proposal. 2.15 Proposal Clarification Process The Owner reserves the right to contact a Bidder after the submission of Proposals for the purpose of clarifying a Proposal. This contact may include written questions, interviews, site visits, a review of past performance if the Bidder has provided goods and/or services to the City of Waterloo or any other political subdivision wherever located, or requests for corrective pages in the Bidder’s Proposal. The Owner will not consider information received from or through Bidder if the information materially alters the content of the Proposal or the type of goods and/or services the Bidder is offering to the Owner. An individual authorized to legally bind the Bidder shall sign responses to any request for clarification. Responses shall be submitted to the Owner within the time specified in the Owner’s request. Failure to comply with requests for additional information may result in rejection of the Proposal. 2.16 Disposition of Proposals All Proposals become the property of the Owner and shall not be returned to the Bidder. Once the Owner issues a Notice of Intent to Award the Contract, the contents of all Proposals will be public records available for inspection by interested parties. 2.17 Copyright Permission By submitting a Proposal, the Bidder agrees that the Owner may copy the Proposal for purposes of facilitating the evaluation of the Proposal or to respond to requests for public records. By submitting a Proposal, the Bidder consents to such copying and warrants that such copying will not City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT violate the rights of any third party. The Owner shall have the right to use ideas or adaptations of ideas that are presented in Proposals. 2.18 Release of Claims By submitting a Proposal, the Bidder agrees that it will not bring any claim or cause of action against the Owner based on any misunderstanding concerning the information provided in the RFP or concerning the Owner’s failure, negligent or otherwise, to provide the Bidder with pertinent information in this RFP. 2.19 Evaluation of Proposals Submitted Proposals that are timely submitted and are not rejected will be reviewed and evaluated in accordance with Section 6 of the RFP. The Owner will not necessarily award a Contract resulting from this RFP to the Bidder offering the lowest cost. Instead, the Owner will award the Contract(s) to the Qualified Bidder(s) whose Qualified Proposal the Owner believes will provide the best value to the Owner. 2.20 Award Notice and Acceptance Period Notice of Intent to Award the Contract(s) will be sent to all Bidders submitting a timely Proposal and may be posted at the website listed within the RFP. Negotiation and execution of the Contract(s) shall be completed no later than thirty (30) days from the date of the Notice of Intent to Award or such other time as designated by the Owner. The Bidder’s form of contract may be utilized and the Owner reserves the right to negotiate the terms of the agreement. If the successful Bidder fails to negotiate and deliver an executed Contract by that date, the Owner, in its sole discretion, may cancel the award and award the Contract to the remaining Bidder the Owner believes will provide the best value to the Owner. 2.21 No Contract Rights until Execution No Bidder shall acquire any legal or equitable rights regarding the Contract unless and until the Contract has been fully executed by the successful Bidder and the Owner. 2.22 Choice of Law and Forum This RFP and the Contract shall be governed by the laws of the State of Iowa. Changes in applicable laws and rules may affect the award process or the Contract. Bidders are responsible for ascertaining pertinent legal requirements and restrictions. Any and all litigation or actions commenced in connection with this RFP shall be brought in the appropriate Iowa forum. 2.23 No Minimum Guaranteed The Owner does not guarantee any minimum level of purchases under the Contract. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT SECTION 3 FORM AND CONTENT OF PROPOSALS 3.1 Explanation to Bidders Any explanation desired by a bidder regarding the meaning or interpretation of the Notice to Bidders, Plans, Specifications, etc., must be requested in writing on or before December 7, 2023. Any interpretation made will be in the form of an addendum to the Notice to Bidders, Plans, Specifications, etc., and will be furnished to all prospective bidders. Its receipt by the bidder must be acknowledged in the space provided on the Proposal Form. Oral explanations or instructions given before the award of the Contract will not be binding. 3.2 Submission of Proposals A proposal must be sealed in a separate envelope or on a flash drive sealed in a separate envelope and marked to indicate its contents. If forwarded by mail, one envelope shall be placed in a second and mailed to the City Clerk. All proposals must be filed with the City Clerk of the City of Waterloo at her office in the City Hall before the time specified for receipt of proposals. Proposals received prior to the advertised hour of opening will be securely kept sealed. The officer whose duty it is to open them will decide when the specified time has arrived, and no proposal received thereafter will be considered. Proposals shall address the items noted in Tasks I – V in Section 4, the Specifications included in Section 5, and the evaluation criteria identified in Section 6.3 herein. 3.3 References and Contact Information The Owner requires sufficient corporate, financial, and reference information to adequately assess the qualifications of the Bidder to sell, install, and support the Proposed Solution. The reference information will be used by the Owner to differentiate between Bidders with similar Proposed Solutions, and shall be provided in a separate document including the following information: Corporate Information The Bidder 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  Company History and Formation  Ownership (Public or Privately Held)  Number of Employees  Organizational chart of the management and implementation teams for the project  A detailed history of all mergers or acquisitions (if applicable).  Bidder’s financial condition and supporting documentation (i.e. audited annual reports, etc.) Implementation Experience City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT WF will operate in a competitive marketplace with experienced incumbent CSP’s, therefore the Bidder’s experience implementing and supporting CSP networks will be crucial to the successful launch and ongoing operation of WF. To this end, the Bidder 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 implementation  List of certifications relative to the Proposed Solution held by the implementation team  List of partner certifications relative to the Proposed Solution held by the Bidder Bidders with specialization in the proposed software 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 Bidder’s response. The Bidder shall submit a list of three (3) CSP references who have deployed similar implementations 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. Bidder shall omit all homogenous enterprise IT deployments (i.e., private corporate-centric networks) from their response and references. 3.4 Termination, Litigation, Debarment 3.4.1 The Bidder must provide the following information for the past five (5) years 3.4.2 Has the Bidder had a Contract for goods and/or services terminated for any reason? If so, provide full details regarding the termination. 3.4.3 Describe any damages or penalties assessed against or dispute resolution settlements entered into by Bidder 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. 3.4.4 Describe any order, judgment or decree of any Federal or State authority barring, suspending or otherwise limiting the right of the Bidder to engage in any business, practice or activity. 3.4.5 A list and summary of all litigation or threatened litigation, administrative or regulatory proceedings, or similar matters to which the Bidder or its officers have been a party. 3.4.6 Any irregularities discovered in any of the accounts maintained by the Bidder on behalf of others. Describe the circumstances and disposition of the irregularities. 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 Bidder. Bidder shall provide written notification to the Owner of any such matter City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT commencing or occurring after submission of a Proposal, and with respect to the successful Bidder, following execution of the Contract. 3.5 Acceptance of Terms and Conditions By submitting a Proposal, Bidder acknowledges its acceptance of the terms and conditions of the RFP without change except as otherwise expressly stated in its Proposal. If the Bidder 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 language it proposes to include in place of the provision. If Bidder's exceptions or responses materially alter the RFP, or if the Bidder 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. 3.6 Firm Proposal Terms The Bidder 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. 3.7 Proposal Shall Include Only Generally Available Equipment and Software a) All Bidder supplied programs and software must be field operational before the date the proposal is submitted. b) Demonstrations must utilize the proposed equipment, programs or software precisely as proposed. c) Unless otherwise specified in the specifications, all items on which a Bidder 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. 3.8 Bidder Required to Identify Patented Items, and Copyrighted Text, Information, Data, or Software Included in Its Proposal; Bidder Required to Include with Its Proposal any Licenses that Owner Will be Expected to Execute. Bidders 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 Bidder 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 Bidder 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 Bidder's or the Owner's use of any equipment, process or service provided in response to the RFP. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT SECTION 4 SCOPE OF WORK 4.1 Scope of Work For the purposes of this RFP, the following definition of the City of Waterloo (City) and Waterloo Fiber (WF) Outside Plant (OSP) establishes the assets to be managed with the respondent’s proposed software. OSP refers to all of the physical cabling and supporting infrastructure (such as conduit, cabinets, splice boxes, tower or poles), and any associated hardware located between a demarcation point in a facility and a demarcation point in another facility or customer location. 4.2 TASK I – DESCRIBE HOW PROPOSED SOFTWARE WILL SUPPORT OSP OPERATIONS 4.2.1 OSP Asset Management The software must support the inventory and connectivity of the complete fiber network and OSP including all assets. Fiber management supports traditional fiber transport, point-to-point networks, and fiber rings networks. The software must be able to manage all OSP assets through a mapping interface and be interoperable with the fiber optic management components or extensions of the software. Software features and functions for managing conduit cannot be standalone or separate from the fiber optic management components as they are inter-related. Modular or extension based- software is acceptable as long as the modules or extensions integrate directly with other software modules or extensions. 4.2.2 Fiber Optic Network Design The solution must support the planning, engineering design, analysis, and maintenance of the OSP facility network with modeling for conduit, fiber, and other relevant equipment components, and accommodate the connectivity of the complete network from any terminating device to any inside plant (ISP) termination point. The software must provide for the management of fiber-specific assets. The software must also introduce process improvements by providing a circuit provisioning and service remediation capability by creating and optimizing alternative routes in the event of fiber faults or fiber outages and mapping “what if scenarios” for extending and/or remediating services to customers on the network. 4.2.3 Work Order Integration The software must support key business processes for work order design, execution, mapping, asset records management, and maintenance records of the entire system. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT As job work requests come in for service repair, provisioning, network extensions, or other changes or maintenance, staff will be required to update the geospatial network model with modifications. Attribution of network facilities as desired, including the association of compatible units, validating all edits using business rules and generating work instructions and/or prints (i.e., digital, and printed copies of work to be performed) to support the physical network changes will be necessary. 4.2.4 Field Automation For network repairs, modifications, and extensions, field automation capabilities will allow the City to dispatch field crews with corresponding job information. The software must be compatible with the City geospatial platform outlined in Section II and standard issue tablets or phones to allow mobile field crews the tools to trace networks and locate faults, validate the physical network model to the digital network model, capture inspection/status information about field equipment, and capture redlines against the digital network model representing as built changes. It is desired to have mobile software to manage field work and also enables staff to dispatch or reassign work and trouble crews. 4.2.5 Digital Image Management High-resolution imagery (both orthogonal and oblique aerial imagery) is used extensively by the City of Waterloo for a variety of different applications. Aerial imagery will be provided through .sid files from Eagleview. This imagery will be used during network maintenance and field engineering operations to help understand the location and characteristics of the physical network. The software must support large volumes of asset imagery (high resolution, large coverage, multiple-time snapshots) with a high-performance image management and retrieval system for improved productivity and quick access to images when viewing OSP assets in a mapping interface (i.e., images and photos geo-coded and “pinned” to the appropriate OSP asset). Enterprise Sharing The software must provide the tools to share the most recent information on the physical network and its attributes. These include desktop viewing and analysis tools linked to the central geo-database, as well as internet and intranet portals that may include dashboard and executive business intelligence information. 4.3 TASK II - PROVIDE A SOFTWARE FEATURES & FUNCTIONS CAPABILITY MATRIX FOR STANDALONE AND SERVER-BASED SOFTWARE In addition to the aforementioned OSP operations that the software must maintain, the software proposed should consist of: City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT  A standalone desktop software (integrated with ESRI ArcGIS® Software); and/or  A server-based web/cloud software (integrated with ESRI ArcGIS® Server Software).  Have the ability to integrate with other networking monitoring systems such as; Solar Winds, Juniper, etc., to quickly visualize faults/alarms to identify services that are impacted. The software must provide a minimum of the following features and functions: 1. Data Management a. Geo-database schema for asset data management b. OSP Facilities i. Conduit and Fiber Cable ii. Cabinets iii. Network Points iv. Managed and Unmanaged Switches v. Hand-holes vi. Splices vii. Radio transceivers used inside or outside buildings, such as wireless access points, and hardware associated with them, such as antennas and towers. viii. Traffic Controllers ix. Other Miscellaneous OSP equipment assets c. Location d. Faults e. Connectivity f. Detailed Connection and Splice Modeling g. Calculate circuit/fiber distance between two points including twist factor, index of refraction and fiber ring configurations h. Store attenuation losses, including splice and mated-connector losses i. Ability to hierarchically list fiber assets from map regions to signals on a cable j. Creation and visualization of physical connectivity between the optical fiber 2. Select and Retrieve Data for any OSP Asset a. Display geographic views of the outside plant (OSP) b. Graphical views such as map view, schematic view, rack view, etc. 3. Map Functionalities a. Measure Tool b. Go to latitude/longitude c. Decimal Degree d. X, Y coordinates e. Degree Minute Second 4. Map Navigation tools a. Zoom In b. Zoom Out City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT c. Pan d. Full Extent e. View Attributes using Identify Tool 5. Search Tool a. Address Based Search b. Address c. Tax ID d. Land Mark 6. Inventory Search a. Conduit b. Branch c. Joint d. Cable 7. Redlining a. Graphics Redlining b. Text Redlining 8. Query & Analyze a. What is it? b. Where is it? c. Physical attributes and capacity? d. How is it connected? e. Project details f. Lifespan (~ installation date) 9. Physical Connectivity a. Calculate circuit/fiber distance between two points including twist factor and fiber ring configurations 10. Fault Tracing and Visualization a. Determines location of a fault using results of an optical time-domain reflectometer (OTDR) test b. Traces distance from equipment port to location c. Places a Fault feature at a location 11. Detail Network Tracing a. Trace from any point in any direction 12. Project Management: a. Standard analysis and reporting of OSP assets b. Reporting The Server Software shall provide the following features and functions: 13. Log-In Page that supports Microsoft or SAML-Azure Active Directory Authentication City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT 14. Map Viewer 15. Map Functionalities: a. Measure Tool b. Go to latitude/longitude c. Decimal Degree d. X, Y coordinates e. Degree Minute Second 16. Map Navigation tools a. Zoom In b. Zoom Out c. Pan d. Full Extent e. View Attributes using Identify Tool 17. Search Tool a. Address Based Search b. Address c. Plot d. Land Mark 18. Inventory Search a. Conduit b. Branch c. Joint d. Cable 19. Redlining a. Graphics Redlining b. Text Redlining 20. Fault Tracing: - Fault location Pop-Up box consists of the following: a. Alarm type b. Location c. Distance from nearest network interconnects d. Nearest Landmark e. Latitude/Longitude 21. Report Generation City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT 4.4 TASK III – PROVIDE SOFTWARE LICENSING COSTS PER USER Provide software license costs and annual maintenance costs for the proposed software. Provide discounts, if applicable to municipal governments. Please specify the software license type as well (e.g., per seat, concurrent user, server based, etc.) Software Costs Quantity Description Unit Cost Total Cost License Type1 1Please specify the software license type (per seat, concurrent user, server based, etc.) Maintenance Costs Quantity Description Unit Cost Total Cost 4.5 TASK IV – PROVIDE TRAINING COSTS PER USER Provide training costs per user for the software proposed. Indicate type: administrator, technical user, end user. Do not include travel and lodging costs. Training Costs Quantity Description Unit Cost Total Cost City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT 4.6 TASK V - PROVIDE EXAMPLE PROJECT PLAN FOR SOFTWARE IMPLEMENTATION Provide an example of a step-by-step project plan that the City can use as a guideline for implementing the software. Please identify the necessary steps to fully implement all features and functions of the software proposed. Include in the plan software installation steps, configuration steps, training steps, deployment steps, and testing steps. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT SECTION 5 SPECIFICATIONS 5.1 Overview The Proposed Solution must include all the equipment, software, and services necessary for the Bidder to provide to the Owner a turnkey, tested, operational-ready asset management system complete with documentation and staff training. The successful Bidder shall provide the goods and services to the Owner in accordance with the specifications as provided in this RFP. Proposals must identify any deviations from the specifications of this RFP or specifications the Bidder cannot satisfy. If the Bidder deviates from or cannot satisfy the specification(s) of this RFP, the Owner may reject the Proposal. The Bidder shall be solely responsible for validating the Proposed Solution is sufficiently configured with the components and capacity required to serve the subscriber growth and service mix described in this RFP. The Bidder shall be responsible for engineering all link capacities and hardware configurations to ensure acceptable service performance and subscriber experience on the WF network. 5.2 General Description of Requirements Proposals will be accepted from qualified companies that provide commercial-off- the-shelf (COTs) GIS-based software to manage OSP assets: fiber optic network, conduit, signs and signals, (e.g., streetlights, splice cabinets, etc.) as well as miscellaneous telecommunications assets (copper, radio communications systems). In general, the following items shall be addressed by respondents, in accordance with the scope of work outlined in Section III of this RFP. 1. Demonstrate adherence to the City’s Information Technology Computing and Software Standards identified in Section IIB below. PLEASE NOTE: any exceptions or deviations to IT Computing and Software Standards listed below, must be clarified, and described in the respondents RFP submission. 2. Propose software to manage the City’s and Water Fiber’s OSP assets and business processes identified in Section III-Scope of Work. 3. Provide software licensing costs per unit price and annual maintenance City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT costs for standalone desktop software (either client-server and/or web- based is acceptable) to analyze, manage, maintain, view and query complex OSP assets that meets the City’s minimum specifications (refer to Section III-Scope of Work). 4. Provide licensing costs per unit price and provide annual maintenance costs for a web-based web application to analyze, manage, maintain, view and query complex OPS assets that meets the City’s minimum specifications (refer to Section III-Scope of Work). 5. Provide training costs per user for the proposed software. 6. Provide an example of a step-by-step project plan that the City can use as a guideline for implementing all features and functions provided by the proposed software. 5.3 Technical Requirements – Information Technology Computing and Software Standards The software must support and run properly under the City of Waterloo’s current enterprise geospatial environment identified below and listed in Table 1. All proposed software must integrate with the pre- existing geospatial platform if on-premises solution. Microsoft SQL Server 2019 enterprise edition or above; Environmental Systems Research Institute (ESRI) ArcGIS Enterprise version 10.9.1; ESRI ArcGIS Pro v2.9.x and Microsoft .NET Desktop Runtime 5.x (only for customizations and/or integration with application programming interfaces (APIs)). Any exceptions or deviations from City of Waterloo IT computing and software standards must be clearly and concisely stated in the respondents RFP submission. The City has the right to reject any RFP submission that does not meet these standards. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT Table 1 - City of Waterloo IT Computing and Software Standards1 System Standard Provider Authentication Active Directory Browser Edge, Chrome, or Firefox at current release Database Server Microsoft SQL Server 2019 Geospatial Databases (Geo-Databases) ESRI ArcGIS Enterprise v10.9.1 Geospatial Platform (GIS) ESRI ArcGIS Enterprise v10.9.1 GIS Web Server ESRI Portal for ArcGIS v10.9.1 Office Suite Microsoft 365 Server Operating System(s) Microsoft Windows Server 2019 Web Application Server Microsoft IIS Workstation Operating System Window 10 1Software standards applicable to the Fiber Optic Network (FON) Asset Management Software request for proposal. 5.4 Warranty, Maintenance, and Technical Support For all critical components, the City and WF shall require 24x7x365 next business day (NBD) hardware maintenance, access to technical support center services, and software updates for patches and feature releases. Maintenance and support services shall be quoted for a 3-year term. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT SECTION 6 EVALUATION AND SELECTION 6.1 Introduction This section describes the evaluation process that will be used to determine which Proposal(s) provides the greatest benefit to the Owner. The Owner will not necessarily award the Contract to the Bidder offering the lowest cost to the Owner. Instead, the Owner will award to the Bidder whose Qualified Proposal the Owner believes will provide the best value to the Owner. 6.2 Evaluation Committee The Owner will conduct a comprehensive, fair, and impartial evaluation of Proposals received in response to this RFP. The Owner will use an evaluation committee to review and evaluate the Technical Proposals. The evaluation committee will recommend an award based on the results of their evaluation to the Owner or to such other person or entity who must approve the recommendation. 6.3 Proposal Evaluation and Scoring The evaluation of the proposals and any requested oral presentations will be based on the following criteria: Submitters should organize Proposals into the following Sections: A. Professional Qualifications B. Past Involvement with Similar Projects C. Proposed Project Team and Organization D. Complete Software Features and Functions Matrix E. Fee Proposal (include in a separate sealed envelope) F. Authorized Negotiator G. Appendices The following Section describes the elements that should be included in each of these proposal sections and the weighted point system that will be used for evaluation of the proposals. A. Professional Qualifications – 10 Points 1. State the full name and address of your organization and, if applicable, the branch office or other subordinate element that will perform, or assist in performing, the work hereunder. Indicate whether it operates as an individual, partnership, or corporation. If as a corporation, include whether it is licensed to operate in the State of Iowa. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT 2. State history of the firm, in terms of length of existence, types of services provided, etc. Identify the technical details which make the firm qualified for this work. 3. Provide specific examples of experience working with municipalities and/or similar lines-of-business (e.g., public and/or privately held fiber optic networks). B. Past involvement with Similar Projects - 10 Points The proposal must indicate proven ability to complete similar projects within the budgeted amounts. A summary of related projects is to be included in this section. A list of references for all projects described in this section must be included. The list shall include contact name, owner name, address, and phone number. C. Proposed Project Team and Organization - 5 Points The organizational structure of the Respondent will be evaluated in terms of its effective use of personnel; relevant experience and time commitment of key personnel, especially the designated Project Manager and sub-consultants (if applicable); logic of project organization; adequacy of labor commitment and resources; capability to reallocate resources as needed to meet project schedules. D. Software Features and Functions - 50 Points A detailed software features/functions matrix is to be presented which lists all software features and functions determined to be necessary to accomplish the work of this project. The matrix shall include, but not be limited to, the requirements listed in Section III of this RFP. A demonstration will be required as part of the evaluation lasting no more than 90 minutes. . City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT E. Fee Proposal - 25 Points Fee quotations shall be submitted in a separate sealed envelope with the proposal. The proposed fee must detail the costs for the software to be licensed. The fee proposed must include the total estimated cost for per unit for software as well as annual maintenance costs. Provide training costs for the software proposed. This total may be adjusted after negotiations with the City and prior to signing a formal contract, if justified. F. Authorized Negotiator 1. Include the name and phone number of persons(s) in your organization authorized to negotiate the Software licenses. G. Proposal Evaluation 1. The Selection Committee may include representatives from Information Technology Department, Public Services Area, and Field Operations Unit. Members of the Selection Committee will evaluate each proposal by the above-described criteria and point system (A through E) to select a short list of firms for further consideration. The City reserves the right to not consider any proposal which it determines to be unresponsive and deficient in any of the information requested for evaluation. A proposal with all the requested information does not guarantee the proposing firm to be a candidate for an interview. The Committee may contact references to verify material submitted by the Respondents. The City will determine whether the final scope of the project to be negotiated will be entirely as described in this RFP, a portion of the scope, or a revised scope. 2. The Committee then may schedule the interviews with the selected firms. The selected firms would then be given the opportunity to discuss in more detail their qualifications, past experience, software features and functions as well as software license costs. 3. The interview must include the project team members expected to complete a majority of work on the project, but no City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT more than three members’ total. The interview may consist of a presentation of approximately thirty (30) minutes by the Respondent, including the person who will be the project manager on this Contract followed by approximately thirty (30) minutes of questions and answers. 4. The firm will be re-evaluated by the above criteria (A through F) after the interview. After evaluation of the software license proposals, further negotiation with the selected candidate firm will be pursued leading to the award of a Contract by Purchasing Division City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT SECTION 7 CONTRACT TERMS AND CONDITIONS 7.1 Contract Terms and Conditions The Contract that the Owner expects to award as a result of this RFP shall comprise all or the specifications, terms and conditions of the RFP, written clarifications or changes made by the Owner to the RFP through an amendment to the RFP in accordance with the provisions of the RFP, the offer of the successful Bidder contained in its Proposal, and any other terms deemed necessary by the Owner. No objection or amendment by a Bidder to the provisions or terms and conditions of the RFP shall be incorporated into the Contract unless the Owner has explicitly accepted the Bidder’s objection or amendment in writing. The Owner reserves the right to either award a Contract(s) without further negotiation with the successful Bidder or to negotiate Contract terms with the successful Bidder if the best interests of the Owner would be served. 7.2 Contract Length The term of the Contract will be for three (3) years. The Owner shall have the sole option to renew the Contract upon the same or more favorable terms and conditions. 7.3 Insurance The Bidder shall carry liability insurance which shall save the City harmless and protect the public and any person from injury sustained by the reason of the prosecution of the work or the handling or storing of materials therefor, and said Bidder shall also carry liability insurance which shall meet the requirements of the Iowa Worker’s Compensation Law. Before work shall be started on this contract, the Bidder shall furnish the City Clerk with proper affidavit or Affidavits executed by representatives of duly qualified insurance companies, evidencing that said insurance company or companies have issued liability insurance policies, effective during the life of the contract, or for a period of a least ten (10) days following the filing of written notice of cancellation, protecting the public and any person from injuries or damages sustained by reason of carrying on the work involved in the Contract. The affidavit shall specifically evidence the following forms of insurance protection: (a) Public liability insurance covering all operations performed by persons directly employed by the Bidder. (b) Public liability insurance covering all operations performed by any Subcontractor to whom a portion of the work may have been assigned. (c) Public liability insurance covering all work upon the project performed by any independent Bidder working under the direction of either the principal Contractor or a Subcontractor. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT (d) Motor vehicle bodily injury liability insurance and property damage liability insurance on all motor vehicles employed on the work, whether owned by the Bidder or by other persons, firms, or corporations. (e) The minimum protection shall be as follows: Comprehensive General Liability Insurance General Aggregate Limit $ 5,000,000.00 Products—Completed Operations Aggregate Limit $ 5,000,000.00 Each Occurrence Limit $ 5,000,000.00 Comprehensive Automobile Liability Insurance $ 1,000,000.00 The Bidder shall have the City of Waterloo, Iowa, named as an "Additional Named Insured" and it must be stated on the certificate. Coverage shall be written on a primary and non-contributory basis and shall include a waiver of subrogation in favor of the City of Waterloo. A certificate, or a policy if requested, shall be filed with the Owner. All certificates and/or policies of insurance furnished by the Contractor to be filed with the City Clerk shall include the name and address of the agency issuing the same. It shall also be required that the City Clerk be notified by registered mail of the cancellation or expiration of the above insurance. To the fullest extent permitted by law the Bidder shall defend, indemnify, and hold harmless the City and their agents, representatives, officers and employees (“Indemnitees”) from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from or in connection with the performance of the Work, provided that any such claim, damage, loss or expense is caused in whole or in part by any act or omission of the Bidder, anyone directly or indirectly employed by it or anyone for whose acts any of them may be liable. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity or contribution which would otherwise exist as to any party or person described in the Contract Documents. In any and all claims against the Owner or any of its agents, officers or employees by any employee of the Bidder, any Subcontractor, any person directly or indirectly employed by any of them or anyone for whose acts may be liable, the indemnification obligation under this Subsection 4 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Bidder or any Subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit acts. All policies shall be in form and with insurance carriers acceptable to the City of Waterloo. Each such policy shall provide that thirty (30) days’ prior written notice of cancellation must be given to City before cancellation of the policy will be effective. Bidder will take all steps required to prevent all such insurance from lapsing or being canceled. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT 7.4 Termination and Adjustment A. If Bidder fails to fulfill its obligations under this Contract, the Owner may terminate this Contract after giving the Bidder ten days written notice to cure such failure. The ten-day cure period will begin on the date shown on the written notification from the Owner. If within the 10-day period Bidder fails to cure to the reasonable satisfaction of the Owner, then the Owner may give notice that it is terminating this Contract and Bidder shall cease all activity associated with this Contract at such time as the notification is received. The Owner has the right to set off the cost of procuring another contractor to perform or complete the Scope of Work in the event Bidder fails to perform the Work satisfactorily. B. At any time prior to completion of the Work, the Owner may, in its sole discretion, terminate the Contract by providing the Bidder written notice of its intention to terminate. Unless the notification provides otherwise, Bidder shall cease all activity associated with this Contract at the time the notification is received. If the termination is without fault of the Bidder, the Owner shall pay for Work satisfactorily performed to the date of termination and reimburse Bidder for unrecoverable expenses Bidder incurred prior to receiving the notification. 7.5 Indemnification Requirements For purposes of this section 7.5, the term “Owner” means the City of Waterloo and its elected and appointed officials, agents, employees, volunteers, and others working on its behalf. To the fullest extent permitted by law, Bidder agrees to defend, pay on behalf of, indemnify, and hold harmless the Owner against any and all claims, demands, suits, damages or losses, together with any and all outlay and expense connected therewith including, but not limited to, attorneys’ fees and court costs that may be asserted or claimed against, recovered from or suffered by the Owner by reason of any injury or loss including, but not limited to, personal injury, bodily injury including death, property damage, including loss of use thereof, and economic damages that arise out of or are in any way connected or associated with Bidder’s work or services under this Contract, including that of its officers, agents, employees, subcontractors and others under the control of Bidder, except to the extent caused by or resulting from the sole negligence of the Owner. Bidder’s obligation to indemnify the Owner contained in this Contract is not limited by the amount or type of damages, compensation or benefits payable under any workers’ compensation acts, disability benefit acts, or other employee benefits acts. The Owner shall not be liable or in any way responsible for any injury, damage, liability, claim, loss or expense incurred by Bidder arising out of or in any way connected or associated with Bidder’s work or services under this Contract, including that of its officers, agents, employees, subcontractors and others under control of Bidder, except to the extent caused by or resulting from the sole negligence of the Owner. Bidder expressly assumes responsibility for any and all damage caused to Owner property arising out of or in any way connected or associated with Bidder’s work or services under this Contract, including its officers, agents, employees, subcontractors and others under the control of Bidder. City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT 7.6 Ownership of Documents The Bidder agrees that the Owner is the sole and exclusive owner of all designs, design plans, images, drawings, models, survey notes, reports, specifications, studies, records and other data and documents, in whatever form, prepared under this Contract (the "Design Documents"). The Bidder hereby irrevocably assigns, transfers and conveys to the Owner all right, title and interest in and to the Design Documents and all intellectual property rights and proprietary rights arising out of the Design Documents, including copyrights, patents, trademarks, and derivative works and interests. The Bidder warrants to the Owner that the Design Documents will be free from any claims or encumbrances of intellectual property or proprietary rights of the Bidder and any third party, including any employee, agent, contractor, sub-Contractor, subcontractor, subsidiary or affiliate of Bidder. Upon completion or termination of this Contract, the Bidder shall immediately turn over to the Owner all Design Documents not previously delivered to the Owner. To the extent any of the Bidder’s rights in the Design Documents are not subject to assignment or transfer, including any moral rights and any rights of attribution and integrity, the Bidder hereby irrevocably and unconditionally waives such rights, and the enforcement of them, and agrees not to challenge the Owner's rights in and to the Design Documents. 7.7 Ownership of Data Any and all Owner data stored on the Bidder’s servers or within the Bidder’s custody is the sole property of the Owner. The Bidder, subcontractor(s), officers, agents, and assigns shall not make use of, disclose, sell, copy or reproduce the Owner’s data in any manner, or provide to any entity or person outside of the Owner without the express written authorization of the Owner. In the event resulting Contract is terminated for any reason, or upon expiration, and in addition to all other rights to property set forth, the Selected Bidder shall make available to the Owner, at no cost, all Owner data stored within the system, stored on the Bidder’s servers, or within the Bidder’s custody, within fifteen (15) days of termination or Bidder request. In the event resulting Contract is terminated for any reason, or upon expiration, and in addition to all other rights to property set forth, the Owner shall retain ownership of all data, work products, and documentation, created pursuant to the resulting Contract. 7.8 Data Privacy and Security Bidder shall comply with all relevant federal, state, and local laws and regulations on security and privacy. Bidder shall have and follow a disaster recovery plan. Bidder shall only store and process Owner data within the continental United States. As a requirement to the Contract, the Bidder shall back up all Owner data daily to an offsite hardened facility. 7.9 Payment Terms Bidder agrees to submit monthly invoices and accept payment in the form of check or ACH. 7.10 Sales Tax City of Waterloo FIBER OPTIC NETWORK ASSET MANAGEMENT This project is subject to sales tax. QUOTEPower & Telephone 200 Keough Drive Piperton, TN 38017 Ack Date Cancel Date Order # 11/30/2023 12/21/2023 7838831-00 PO#Page # REV AFL SPLICER QUOTE 1 Ship To:City of Waterloo Traffic Operations 408 E. 6th Street non-taxable Waterloo, IA 50703 Contact: Paul Smith 9018663142 paul.smith@ptsupply.com Cust #:263433 Bill To: City of Waterloo Traffic Operations 408 E. 6th Street Waterloo, IA 50703 Currency USD Reference IAN Sales Rep In PWS Instructions Terms FREIGHT PAID AS QUOTED Net 30 Days Ship Point Via Ship Date Power & Tel DM Dist Center WHS ROUTING Requested Ship Date:11/30/2023 Freight In / Out N / N Page 1 of 2 This sale is subject to Seller's full Terms and Conditions of Sale available at https://www.ptsupply.com/terms-and-conditions. Seller will not be bound by any different or additional terms or conditions in Buyer's purchase order or otherwise communicated by Buyer unless such terms are expressly and specifically agreed to by Seller in writing. No conduct on the part of Seller including, but not limited to, (i) acceptance of a purchase order without expressly rejecting any Buyer terms or conditions reflected therein; (ii) or delivery of goods; or (iii) acceptance of payment, will constitute acceptance by Seller of such different or additional terms or conditions. Notes Ln #Product and Description Quantity Ordered Qty U/M Unit Price Price U/M Net Amount 1 S017521 KIT 90S+ CORE ALIGNMENT FUSION SPLICER W/CT50 ** APPROX 2 WEEK LEAD TIME** - ** THIS ITEM IS NON-CANCELABLE, NON-RETURNABLE ** 1.00 EA 10,151.94 EA 10,151.94 2 S017111 HOLDER FIBER FH-70-250 ** THIS ITEM IS NON-CANCELABLE, NON-RETURNABLE ** 1.00 PR 257.83 PR 257.83 3 S017113 HOLDER FIBER FH-70-900 ** THIS ITEM IS NON-CANCELABLE, NON-RETURNABLE ** 1.00 PR 257.83 PR 257.83 4 S018318 SPLICER FUSION KIT 45S CLAD ALIGNMENT Included: Qty Part No. Description 1 S017030 CT-50 Cleaver 1 S018327 SS-05 Dual Fiber Coating Stripper 1 S017111 FH-70-250 Fiber Holder 1 S017113 FH-70-900 Fiber Holder 1 S018332 SP-04 Set Plates (45S) 1 S018324 BTR-17 Battery Pack (45S) 1 S018168 ADC-21 AC Adapter (FSR-11X, CT-11X, and 35S/45S) 1 S014390 ACC-09 AC POWER CORD (ADC- 08/09/09A/10/19/ 19A) 1 S014777 USB DATA CABLE 1 S017103 ELCT2-16B Electrodes (90S(+), 90R, 31/41S, 45S) 1 S018336 WT-10 Work Tray (45S) 2.00 EA 4,007.65 EA 8,015.30 QUOTEPower & Telephone 200 Keough Drive Piperton, TN 38017 Ack Date Cancel Date Order # 11/30/2023 12/21/2023 7838831-00 PO#Page # REV AFL SPLICER QUOTE 2 Ship To:City of Waterloo Traffic Operations 408 E. 6th Street non-taxable Waterloo, IA 50703 Contact: Paul Smith 9018663142 paul.smith@ptsupply.com Cust #:263433 Bill To: City of Waterloo Traffic Operations 408 E. 6th Street Waterloo, IA 50703 Currency USD Reference IAN Sales Rep In PWS Instructions Terms FREIGHT PAID AS QUOTED Net 30 Days Ship Point Via Ship Date Power & Tel DM Dist Center WHS ROUTING Requested Ship Date:11/30/2023 Freight In / Out N / N Page 2 of 2 This sale is subject to Seller's full Terms and Conditions of Sale available at https://www.ptsupply.com/terms-and-conditions. Seller will not be bound by any different or additional terms or conditions in Buyer's purchase order or otherwise communicated by Buyer unless such terms are expressly and specifically agreed to by Seller in writing. No conduct on the part of Seller including, but not limited to, (i) acceptance of a purchase order without expressly rejecting any Buyer terms or conditions reflected therein; (ii) or delivery of goods; or (iii) acceptance of payment, will constitute acceptance by Seller of such different or additional terms or conditions. Ln #Product and Description Quantity Ordered Qty U/M Unit Price Price U/M Net Amount 1 S018326 CC-45 Carrying Case (45S) 1 S017121 FDB-05 Fiber Scrap Collector (CT-50) 1 S018328 AD-16A Fiber Adapter (CT-50 & CT-16 up to 900um) ** APPROX 4-6 WEEK LEAD TIME ** - 5 S017111 HOLDER FIBER FH-70-250 ** THIS ITEM IS NON-CANCELABLE, NON-RETURNABLE ** 2.00 PR 257.83 PR 515.66 6 S017113 HOLDER FIBER FH-70-900 ** PRICING VALID 30 DAYS ** UNABLE TO CANCEL/ RETURN ARO ** FREIGHT PAID AS QUOTED DEVIATION REQUIRES RE-QUOTE ** LEAD TIMES ARE SUBJECT TO CHANGE ** THIS ITEM IS NON-CANCELABLE, NON-RETURNABLE ** 2.00 PR 257.83 PR 515.66 6 Lines Total Total Order Quantity 9.00 Subtotal 19,714.22 Taxes 0.00 Total 19,714.22 TERMS AND CONDITIONS OF SALE EXCLUSIVE TERMS: ACCEPTANCE OF BIDS, QUOTES, OFFERS, PURCHASE ORDERS, COST ESTIMATES, AND COUNTEROFFERS FOR PRODUCTS, SERVICES, OR MATERIAL (“PRODUCTS”) IS CONDITIONAL ON THE PERSON, FIRM, OR COMPANY ORDERING PRODUCTS’ (“BUYER”) ASSENT TO THESE TERMS AND CONDITIONS OF SALE (“TERMS”). Seller will not be bound by any different or additional terms or conditions proposed or submitted by Buyer, regardless of form, unless expressly and specifically agreed to by Seller in writing. No conduct on the part of Seller, including but not limited to, (i) acceptance of a purchase order without expressly rejecting any Buyer terms or conditions reflected therein; (ii) delivery of Product; or (iii) acceptance of payment for Product, will constitute acceptance by Seller of such different or additional terms or conditions. GENERAL: Purchases are subject to current credit approval and to these Terms. Prices quoted are valid for 14 days or until stated expiration date on quote. Changes in the quantity, payment terms, shipping destination or special handling that differ from quote may result in price adjustments. All Products quoted as stock are subject to changes in availability without notice. Unless otherwise agreed by Seller in writing, payment of invoices is due within 30 days of the invoice date. Seller retains a security interest in all Product until the invoice is paid in full. Good faith dispute of invoice must be made in accordance with current procedures within 15 days of invoice date, regardless of payment terms binding sale of Products. Invoices must be disputed per line charge; all non-disputed charges are due and payable per payment terms. Invoices not paid when due are subject to finance charges computed up to the rate allowed by applicable law on the unpaid balance from due date until paid. Return of Products requires prior written authorization by Seller and not all Products are returnable. Cancellation and/or restocking fees may be imposed by Seller or the Product manufacturer. All shipping and performance dates are approximate. From time to time, Seller may designate certain Products as non-cancelable, non- returnable, non-reschedulable (“NCNR”). All NCNR Products are subject to the following restrictions: (i) purchase orders accepted by Seller for NCNR Products cannot be canceled for any reason; (ii) NCNR Products cannot be returned for any reason other than a manufacturing defect or nonconformity subject to the terms of any manufacturer warranty applicable to the NCNR Products; and (iii) the shipment date requested by Buyer for the NCNR Products cannot be rescheduled by Buyer. All Products are deemed accepted unless Buyer notifies Seller of any nonconformities or defects within 15 days from the date of receipt of the Products. Unless otherwise agreed by Seller in writing, title and risk of loss transfers to Buyer when Products are consigned to the carrier and it is Buyer’s responsibility to file any claim against the carrier. Prices quoted do not reflect applicable taxes, duties, export fees, transportation and freight charges. Seller part numbers are for reference only. Seller reserves the right to ship functionally equivalent Products from any manufacturer without prior notice to the Buyer. FORCE MAJEURE: Seller’s nonperformance shall be excused to the extent that such performance is rendered impossible by (i) strike, fire, flood, governmental acts or orders or restrictions; (ii) epidemic, disease, or pandemic; (iii) failure of Seller’s suppliers; or (iv) any other reason where failure to perform is beyond the reasonable control of and is not caused by Seller’s negligence. Further, Buyer agrees, understands, and accepts that Seller may purchase Products to be sold to Buyer from third- parties. Buyer agrees, understands, and accepts that, if a third-party supplier of Seller increases the cost of any item, Seller may increase the price charged to Buyer for the same or similar item. In the event Seller’s third-party suppliers restrict or delay supply of Products to Seller, Seller may restrict or delay supply to Buyer due to the reduction, delay, or elimination of supply faced by Seller. Buyer agrees that such change in price or in supply that is caused by Seller’s third-party suppliers does not and cannot constitute a breach of contract on the part of Seller and shall not be cause for Buyer to seek or recover any economic damages from Seller. All agreements between Seller and Buyer as to price, quantity, and delivery of Products are expressly conditioned upon Seller’s ability to obtain supply from third-parties at the prices, quantity, and timing of delivery available as of the agreement to supply Buyer. Any material changes in price, quantity, or timing of supply may be passed on to Buyer by Seller. GOVERNING LAW AND DISPUTE RESOLUTION: All sales are governed by, and the rights and obligations of the parties shall be construed and enforced in accordance with, the laws of State of Tennessee. Any dispute, controversy or claim shall be solely and finally settled by arbitration conducted in Memphis, Tennessee in accordance with the Commercial Arbitration rules of the American Arbitration Association then in force. The parties shall abide by all awards rendered in arbitration proceedings, and all such awards may be enforced and executed upon by any court having jurisdiction over the party against whom enforcement of such award is sought. SEVERABILITY. If any part or provision of these Terms is determined to be invalid, or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of these Terms, which shall remain in effect. WARRANTY DISCLAIMER: SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ON PRODUCTS SOLD BY SELLER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER BY SELLER IN NO WAY AFFECTS THE TERMS OF ANY WARRANTY PROVIDED BY THE MANUFACTURER OF THE PRODUCTS OR THE PROVIDER OF SERVICES SOLD BY SELLER. LIMITATION OF LIABILITY AND REMEDY: Failure to give Seller written notice of any claim related to the Products within 30 days after Buyer’s receipt of the products, services, or material shall constitute a waiver by Buyer of all such claims, including claims for damaged or defective goods, shortage, negligence or any other cause whatsoever. SELLER’S LIABILITY ARISING OUT OF OR RELATED TO THE SALE OF THE PRODUCTS, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER TO SELLER, OR IN SELLER’S SOLE DISCRETION, THE REPAIR OR REPLACEMENT OF THE PRODUCTS AT ISSUE. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. THE PRICE STATED FOR THE PRODUCTS IS IN CONSIDERATION FOR LIMITING SELLER’S LIABILITY AS PROVIDED HEREIN. FURTHER, WITHOUT LIMITING THE FOREGOING AND EXPRESSLY SUBJECT TO IT, SELLER SHALL HAVE NO LIABILITY FOR COVERAGE IN THE EVENT SELLER IS UNABLE TO SUPPLY BUYER AT THE PRICE(S) AGREED UPON FOR PRODUCTS, FOR A SHORT SUPPLY IN PRODUCTS, A FAILURE TO SUPPLY PRODUCTS OR A DELAY IN SUPPLYING PRODUCTS, IF SUCH CAUSE IS CAUSED BY SELLER’S THIRD-PARTY SUPPLIERS INCLUDING, BUT NOT LIMITED TO, A PRICE INCREASE CHARGED TO SELLER, A CHANGE, REDUCTION, OR ELIMINATION IN SUPPLY OR A CHANGE IN THE TIMING OF SUPPLY. No action, regardless of form, arising out of the transactions under these Terms and Conditions of Sale may be brought by Buyer more than one (1) year after the cause of action has accrued. Seller neither assumes nor authorizes any other person to assume for it any greater liability in connection with any sales of Products. v.1-2023