HomeMy WebLinkAbout25. Telecom Board Agenda Packet - December 20, 2023
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BOARD
MEMBERS
Andrew
Van Fleet
Board Chair
Theodore
Batemon
Ritch
Kurtenbach
Mike
Young
Amy
Wienands
City Council
Liaison:
Rob
Nichols
December 20, 2023
City Council Chambers
4:00 p.m.
1. Roll call.
2. Approval of the agenda, as presented.
3. Approval of minutes of December 6, 2023 regular session and December 11,
2023 special session, as presented.
4. Resolution approving appointment of John Rath to the position of
Technical/NOC Support Manager, including an employment agreement, and
authorizing the Board Chair and Board Secretary to execute said document.
5. Resolution approving depository and authorizing official banking signatures for
Waterloo Fiber.
6. Resolution approving hiring Tony Staebell to the position of Field Services
Technician 2, at a rate of $35.00 per hour, plus benefits and hiring Mia Tien to the
position of Field Services Technician 1, at a rate of $24.18 per hour, plus benefits.
7. Motion approving a Professional Services Agreement with EN Engineering,
LLC, formally Magellan Advisors, LLC, in an amount not to exceed $1,107,300.00,
for project and construction management, inspections, and engineering support
services for the fiber backbone and fiber-to-the-home network project
implementation in calendar year 2024, and authorizing the Board Chair to execute
said document.
8. Motion approving an agreement with gWorks for financial and human resources
software, in the amount of $26,740, and authorizing the Accounting Manager to
execute said document.
9. Motion approving an agreement with T-Mobile for cellular services.
10. General comments from staff, consultants, and board members.
11. Adjourn.
Kelley Felchle
Board Secretary
WATERLOO
Telecommunications Utility Board of Trustees
TELECOMMUNICATIONS UTILITY
BOARD OF TRUSTEES
Harold E. Getty Council Chambers
December 6, 2023
4:00 p.m.
1. Members present: Kurtenbach, Young, Batemon and Wienands. Absent: Van Fleet. Ms.
Wienands joined the meeting at 4:08 p.m.
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 29, 2023 Regular
Session, as proposed, be approved. Voice vote-Ayes: Three. Motion carried.
4. Moved by Young seconded by Batemon that the resolution approving Employment
Agreements with Ian Crowther-Green, Erica Christiansen, Julie Eastman, and Erin
Langenberg, be approved.
Roll Call vote-Ayes: Three. Motion carried. Resolution 2023-035.
5. Moved by Young seconded by Batemon that the resolution approving hiring Markiea
Thurmond and Danna Morrow as Customer Support Level IIs, at a rate of $24.00 per hour,
including benefits, be approved.
Erica Christiansen, Customer Support Manager, shared that they had 130 applicants for the
position.
Roll Call vote-Ayes: Four. Motion carried. Resolution 2023-036.
6. Moved by Young seconded by Batemon that the motion approving a Request for Proposals
for the FY2024 Fiber Optic Network Asset Management Project, Contract No. 1098.
Michael Reagan, Entrust Solutions, provided an overview of the RFP.
Eric Lage, General Manager, shared that this is a system that would be shared with the city.
Voice vote-Ayes: Four. Motion carried.
7. Moved by Batemon seconded by Young that the 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.
Eric Lage, General Manager, explained the purpose of the agreement.
Voice vote-Ayes: Four. Motion carried.
8. Moved by Young seconded by Batemon that the purchase of splicer equipment from Power
and Tel of Piperton, TN, in the amount of $19,714.22, be approved.
Ian Crowther-Green, Outside Plant Supervisor, provided an overview of the purchase.
Voice vote-Ayes: Four. Motion carried.
9. General comments from staff, consultants, and board members.
Eric Lage, General Manager, shared that we have been working on health insurance and an
employee handbook with PDCM. They are working on a commercial with Amperage
Marketing as well.
Mike Regan, Entrust Solutions, provided a status update on the construction. He shared that
it is anticipated that the fiber will be in the fire station shelter by December 15th.
Chris Wendland shared that he continues to provide support for review and revision of any
documents as Kelley and Eric requests.
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Kelley Felchle, Board Secretary, shared that work continues on various agreements and the
building of the employee handbook with guidance from PDCM.
Mr. Kurtenbach questioned if there will be additional 28E Agreements coming.
Eric Lage commented that there would be some coming in with the city for various shared
services.
10. Adjourn.
With no further business before the board, it was moved by Batemon seconded by Wienands
that the meeting be adjourned at 4:21 p.m. Voice vote-Ayes: Four. Motion carried.
Kelley Felchle
Board Secretary
TELECOMMUNICATIONS UTILITY
BOARD OF TRUSTEES
Harold E. Getty Council Chambers
December 11, 2023
10:00 a.m.
1. Members present: Van Fleet, Kurtenbach, Young, and Batemon. Ms. Wienands joined the
meeting at 10:05 a.m.
2. Moved by Kurtenbach seconded by Batemon that the Agenda as presented, be approved. Voice
vote- Ayes: Four. Motion carried.
3. Public Hearing to adopt 2024 Budget.
3.1. Moved by Kurtenbach seconded by Batemon to open public hearing and receive and file
proof of publication of notice of said hearing. Voice vote-Ayes: Four. Motion carried.
Mr. Van Fleet noted there was no public comment received during the hearing.
3.2. Moved by Kurtenbach seconded by Batemon to close the public hearing. Voice vote-
Ayes: Four. Motion carried.
3.3. Moved by Kurtenbach seconded by Young that resolution adopting the budget for
calendar year ending December 31, 2024, be approved.
Eric Lage, General Manager, provided an overview of the proposed budget and
discussed construction progress and future staffing plans with the board.
Roll Call vote-Ayes: Five. Motion carried. Resolution 2023-037.
4. Moved by Young seconded by Wienands that the purchase of OTDR from VeEX, Inc., in the
amount of $16,120.00, be approved.
Eric Lage and Ian Crowther-Green, Outside Plant Engineer, provided an overview of the
purchase.
Voice vote-Ayes: Five. Motion carried.
5. Moved by Kurtenbach seconded by Young that Change Order No. CR-2023-006 with ITG
Communications, for a net increase of $9,141.59, in conjunction with the Construction of a
Backbone and Fiber-To-The-Premise Project, Contract No. 1088, be approved.
Eric Lage explained this is for the proof of concept network and the equipment to turn on
customers will be bypassing the hut since the hut is not installed yet. Many of these items
can be repurposed and the conduit and fiber itself can be repurposed when the fire station
joins the backbone.
Andy Van Fleet clarified that this equipment cost won’t be wasted on test customers.
Eric Lage confirmed and shared that this will help get testing started a month or two early.
Andy Van Fleet asked how the equipment would be secured in the fire station
Eric Lage explained it would be in its own secure location on the backside of the fire station
with separate access.
Ritch Kurtenbach questioned the status of the hut and anticipated completion date.
Eric Lage shared that they are currently running conduit to handles but he would need to get
an update from Magellan regarding the foundation.
Ian Crowther-Green said he was under the impression it would be completed in January.
Andy Van Fleet asked how many friendlies would be turned on as part of the test.
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Eric Lage commented that there is a list of four to five.
Andy Van Fleet questioned if that is enough.
Eric Lage shared that because we will be testing for over a month, he feels it is enough and
that Magellan and CFU both agreed.
Voice vote-Ayes: Five. Motion carried.
6. Adjourn.
With no further business before the board, it was moved by Kurtenbach seconded by Batemon
that the meeting be adjourned at 10:17 a.m. Voice vote-Ayes: Five. Motion carried.
Kelley Felchle
Board Secretary
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”) is made and entered into effective as of January
2, 2024, by and between the Waterloo Telecommunications Utility, Waterloo, Iowa, d/b/a
Waterloo Fiber, a municipal communications utility (the “Employer”), and John Rath (the
“Employee”), each of whom understand as follows:
WHEREAS, Employer desires to employ the services of Employee to serve in the capacity of
Technical/NOC Support 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 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 Technical/NOC Support 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 he serves as Technical/NOC Support 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 his position with the Employer, subject only to the provisions set forth in this
Agreement.
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2. Compensation
2.1. Base Salary: Employer agrees to pay Employee an annual base salary of $97,500 per
calendar year payable biweekly in equal installments. Effective January 1 of each calendar year,
commencing on January 2, 2025, 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
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
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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.
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.
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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.
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: A bank of 96 hours of sick time will be accrued annually on January 1 of each
calendar year, commencing on January 1, 2024.
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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: 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.
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.
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12. Miscellaneous
12.1. Employee shall perform those duties as outlined in the job description approved by the
Board, which establishes the Technical/NOC Support Manager 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
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.
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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
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.
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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.
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
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Employee: John Rath
1721 Dakota Drive
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
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
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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.
EMPLOYEE EMPLOYER
_________________________ By: ___________________________
John Rath Andy Van Fleet, Board Chair
Attest: _________________________
Kelley Felchle, Board Secretary
10
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Contact: Marcellus Nixon
Project Executive
EN Communications
mnixon@entrustsol.com
Project Management,
Construction Management
and Inspections, and
Engineering Support Services
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Executive Summary
EN Engineering, LLC (EN) is a leading national engineering services firm providing comprehensive
design, engineering, and consulting services to gas and electric utilities as well as other energy and
industrial end-markets. With over 3,000 professionals in 36 offices nationwide, EN offers customers
an unparalleled spectrum of services with expertise in electric power transmission, distribution,
generation and inspection, telecommunications, natural gas and oil pipeline infrastructure, gas
distribution, automation systems, integrity management, and industrial and refinery solutions. EN
supplied these services to over 500 clients in 2022.
EN provides comprehensive and dependable inspection, engineering, environmental services,
consulting, codes compliance, integrity, and process safety management services to utilities,
pipeline companies, and industrial customers. With first-hand experience operating and maintaining
energy infrastructure, our engineering professionals provide expertise in Gas Utility Operations,
Integrity Services, Process Safety Management, Pipeline Engineering, Automation Integration,
Electrical Design, and Industrial Solutions.
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Our history dates back to 1998 when a group of managers, engineers, and designers from Natural
Gas Pipeline Company of America (NGPL) formed the Energy Division of Epstein Architects &
Engineers. In 2002, EN Engineering, LLC was formed as a joint venture between Epstein’s Energy
Division and the Engineering & Technology Departments of Nicor Gas. Today, EN is owned by
Kohlberg & Company.
We have grown significantly from our beginnings, but we have continually maintained a strong
emphasis on the energy industry, focusing on the transmission and distribution segments of the
natural gas industry, liquids pipelines, automation, and electrical power distribution. The acquisition
of Wheatland Systems in 2010 greatly expanded the depth and breadth of EN’s Automation
Services offerings, particularly in the liquids arena, to our current oil and gas automation
capabilities.
The acquisition of Eta Engineering in 2013 enabled EN to expand its capabilities into the refining,
chemical, and process safety management sectors. Our acquisition of Russell Corrosion
Consultants in 2014 enhanced our expertise in corrosion control and integrity management for a
more diverse customer base. In 2015, we acquired Total Control Solutions and expanded our
automation services. Our acquisition of CNA, Inc. extended our breadth of services to include
surveying and landscape architecture. And our most recent acquisitions of Energy Initiatives Group,
Inc. (EIG) in 2017 and Texas Utility Engineering (TXUE) in 2018 expanded our electric power and
telecommunications services, including pole inspections and treatment. In 2019, Pondhop
Automation & Controls, LLC, and QC Data expanded our services in automation. In 2020, Kestrel
Power Engineering and in 2021, Spectrum Engineering, ESC Engineering, and G2 Integrated
Solutions also joined our team. Most recently, TG Advisers, Inc., FiberRise Communications, and
Magellan Advisors joined EN in 2022.
ISO COMPLIANCE
We strive to provide an engineering-focused approach to problem-solving by adhering to robust
project management techniques. EN Engineering, LLC is an ISO 9001:2015 certified company. A
copy of our Quality Manual is available upon request. EN uses ISO 9001 as its standard quality
management system for work approvals. ISO 9001 certification gives our clients confidence that our
work product is thoroughly vetted and approved.
Evaluations: Project designs are evaluated during our Quality Review process and supported by
the use of ISO checklists. Our Quality Review process includes 1) a formatting review to check
drafting quality standards, 2) engineering design review (codes, calculations, etc.), and 3) an
interdisciplinary or independent review to either cross-check for a cohesive and consistent design
among disciplines involved and/or provide an additional check by a qualified individual not
associated with the project.
EN Engineering will follow our ISO process for project reviews, and all project deliverables will be
transmitted via ENsured or an equivalent secured site requested and provided by the client.
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EN Communications Project Team
EN Communications’ proposed Project Team is depicted below; however, EN Communications
reserves the right to modify and change team members as necessary.
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Marcellus Nixon - Vice President of Consulting
Marcellus has more than 35 years of experience building fiber-optic infrastructure,
domestically and internationally, and is a trusted advisor in the high-speed internet
space. As Vice President of Consulting, Marcellus initiates consultant engagements
and guides clients through the planning phase for their projects, helping them
understand how to build for long-term infrastructure sustainability. Before joining EN
Communications, he most recently led a successful greenfield high-speed internet
project for United Cooperative Services in Burleson, Texas, including design,
construction, network deployment and operations, marketing and sales across 14
counties. Marcellus is a graduate of the University of Virginia.
Michael Regan – Project Manager
Michael joins EN Communications Broadband bringing in 23 years of experience in the
Telecommunications Industry. Over that time, he has managed integration projects
and cost reduction initiatives that transformed evolving networks. He is a results-
driven professional who has led growth, innovation and change in the competitive and
services industries. Proven track record of optimizing program performance and
customer satisfaction. His philosophy in the professional space is focused around his
personal drive, integrity, effective communication skills and results-based performance.
He earned his bachelor’s degree in Mathematical Sciences from Northern Illinois
University.
John Williams - Engineering Program Manager
John joins EN Communications Broadband after 16 years of prior experience leading the
citywide deployments of fiber to the home broadband for Bristol Tennessee Essential
Services and Erwin Utilities, Tennessee. Over that time, he has developed unique
expertise in engineering, building and operating fiber to the home networks within the
municipal utility environment. John believes in using a pragmatic approach to building
networks. John’s experience includes design engineering of fiber backbone and fiber to
the home, network design for SCADA, municipal and educational networks and expansion
of established broadband networks. He also has significant expertise in running network
operations centers, outage management systems, billing, reporting and customer call
centers, all within the municipal utility environment. John is a Professional Engineer (PE)
licensed in multiple states. He earned his Bachelor of Science degree in Computer
Engineering from Tennessee Technology University and his Master of Science in
Computer Science from East Tennessee State University.
Gene Allred - Director of Construction
Joining the USAF was Gene’s introduction to the communications industry. From Airbase
Operator to encryption and decryption of documents Gene has thrived in the
communications industry. After the USAF, Gene joined forces with AT&T
Telecommunications. Moving from Local 911 Operator, Resident and Business Tech, Pay
Phone Tech to Construction Manager. Gene chaired the Quality of Life Committee for
labor and management relations. Employee of the month seven times while on the
Resident side. Gene has also worn many hats during his time at Vantage Point Solutions.
Senior Inspector/Resident to Construction Manager and convergent thinker
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Cole Henkle - Director – Broadband Design
Cole has a decade of experience managing large broadband designs. He manages the
full life cycle of engineering projects from inception to completion, managing all permitting
activities and personnel in local and remote locations. He has direct experience working
with major carriers, municipalities and regional governments on regional fiber and
broadband deployments across the US, some of which include Google Fiber, Verizon and
the Cities of Hillsboro, OR, Chesapeake, VA, Portsmouth, VA, Boulder, CO, and Ann
Arbor, MI. Mr. Henkle led the City of Hillsboro design engineering project, with 100 miles
of fiber backbone and 5,000 homes designed and built to date.
Mark Lane – Senior Technical Consultant
Mark Lane has over 30 years of experience in enterprise IT, carrier network operations,
and technology consulting. While serving as CTO for Bristol Virginia Utilities OptiNet, he
helped provide the strategic direction and practical implementation responsible for their
fiber-to-the-premise (FTTP) network build-out and broadband service deployment for eight
counties in Southwest, VA. His vision and leadership contributed to Bristol, VA being
selected as an Intelligent Community Forum Top 7 Intelligent City in 2009. Mark received
a bachelor’s in computer science from the University of Tennessee.
Tylor Canfield – Permit Technician
Tylor combines organization and precise tracking with easy communication practices to
take on any permitting needs. He digs deep at the beginning of projects to identify any
issues that could arise when permitting is set to begin, from simple jurisdictional
requirements to complex unknown ownership resolution. He shows experience in large
scale projects covering multiple jurisdictions simultaneously.
A background in construction leadership allows him to implement structure into his process
that creates easy readability within the rest of the team, ensuring everyone is always on the
same page. That same background acts as a final QC buffer of design constructability
before submiss
Melissa Johnston – Back Office - Construction
Melissa supports multiple broadband infrastructure projects internationally by project
tracking and reporting. Melissa has over 20 years’ experience in telecommunications
including business owner, engineering, designing, GIS, and make-ready construction of
fiber optics networks. She also has extensive experience in the field of aerial as well as
diversity in underground fiber optics. With her broad knowledge of the industry, she operates
exceptionally with clients.
Danielle Aubuchon - Project Coordinator
Danielle Aubuchon is a Project Coordinator for Magellan Broadband. Before joining
Magellan, Danielle taught Mathematics in a public middle school. Her teaching experience
has proven valuable in project management, an expert at coordinating and facilitating
meetings and helping others achieve their goals. Danielle feels that it is important to
educate communities in technological advances while preserving the community’s way of
life. She can assist the community as it grows, keeping the project progressing and helping
its members adapt to change more easily.
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Purpose
EN Communications (formerly Magellan Advisors), is currently contracted to perform PM/CM/CI and
Engineering Support Services to support the City and Waterloo Fiber’s deployment of the Waterloo
Backbone, and Waterloo Fiber Distribution network, and related systems for both. This proposal
extends services through 2024, including month 4 of 16 of OSP construction activities.
Statement of Work
EN Communications proposes continuation of the following SOW:
PHASE 1 – PROJECT MANAGEMENT
EN Communications will continue to provide an experienced Project Manager (“PM”) and Project
Management Team to oversee all technical and operational tasks required to continue the support
of the launch of the Waterloo Fiber network, including both backbone and FTTH components.
Additional resources including EN communications’ Project Executive, Technical Consultants, and
others will be tasked with fulfilling various portions of these tasks throughout the duration of this
engagement. Expected tasks include:
Manage and coordinate day-to-day activities of moving the City’s network into construction
as expeditiously as possible following the City’s procurement process, contract approval
and notice to proceed.
Ensure all Federal Funding contract requirements are included in each procurement where
necessary.
Manage Project Capital Expenditure budgets and develop reports as necessary.
Team with Construction Manager and Construction Inspectors to manage the project
implementation plan, including tracking to schedule, budget, issues identification and
resolution, and risk mitigation.
Provide regular progress reports, and schedule and coordinate all project related calls, as
well as ad-hoc vendor/coordination discussions.
Refine and revise the project implementation plan to reflect the OSP buildout schedule and
all necessary steps to implement and turn-up the network.
Develop working relationship with Cedar Falls Utilities (CFU) for wholesale services and
operational support, including integration into the 28E agreement(s) for shared video (cable
TV) headend, IP transit peering for Internet access, and exploration of collocation and NOC
services beneficial to Waterloo Fiber’s ongoing operations.
Oversee negotiation of programming, transport, and licensing agreements with NCTC for
video service offering.
Work with EN Communications’ Subject Matter Experts (SMEs) to create the designs,
functional specifications, scopes of work, and RFP’s necessary for implementation of
Waterloo Fiber including network equipment, operating support systems (OSS),
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prefabricated shelters, inside plant, service fulfillment, and operational services. EN
Communications’ SME’s will research and advise on all options available to the city specific
to each procurement including value-engineering designs, developing Statements of Work
(SoW), and validating costs to budget. Our team will deliver customized SOWs for each
procurement, recommend the appropriate procurement vehicle, and participate in the
procurement process including pre-bid conferences, bidder inquiries, issuing RFP
addendums, evaluating bids, making recommendations, and assisting in final negotiations.
Project related procurements may include:
o Fiber-Optic OSP Construction (RFP in development)
o Fiber Management Systems
o Operating Support Systems
o Billing Systems
o Data Center/Building Renovations/Architectural Engineering
o Inside Plant (ISP), Power, Environmental, Access Security, etc.
o Network Equipment and Software
o Wholesale Internet and Transport Services
o Voice Services and Video (Cable TV) Components and Integrators
o Data Center Colocation and Entrance Facility Options
o Fiber-Optic OSP Operations, Maintenance, and Monetization
o Service Installation and Activation for Subscribers
o Contracted Network Operations Services
Manage design changes, and value engineering opportunities for the fiber-optic network,
including coordinating all project approvals/changes, change orders, billing/invoice
approvals by vendors, and other project administrative functions.
Work with EN Communications SME’s and vendors to ensure that equipment and software
are implemented, configured, and tested prior to launch.
Assist in development of job descriptions, interviews, staffing readiness, and suggested
workplace environment.
Support Business Operations and Readiness:
o Prepare for customer service readiness (“CSR”) by determining workflows for all
new site order types (e.g. initial installs, changes, trouble handling, etc.)
o Assist with billing and accounting setup
o Oversee integration of BSS/OSS systems for order management, service
provisioning, and subscriber billing
o Setup processes to interact with O&M vendors for scheduling work orders,
adds/moves/changes, and repairs
o Test processes prior to production launch
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Oversee deployment of the service edge and upstream services including CFU Internet,
CFU video, and iMon voice.
Develop and oversee acceptance tests of the network and services.
Oversee production launch based on rollout plan with post-rollout review.
Develop maintenance procedures for repair and restoration. Ensure smooth transition to
City Operations and City staff.
TASK 2: PROJECT ENGINEERING SUPPORT
EN Communications proposes to continue providing engineering support for the project during the
full construction and deployment effort. There will be numerous requirements for drawings to be
revised and modified during the permit process, and to support field changes that may occur in the
field. Engineering support will include a design project management resource, additional fielding
efforts in the Waterloo market as needed, and ongoing management and oversight from EN
Communications’ Iowa licensed Professional Engineer (“PE”).
TASK 3: CONSTRUCTION MANAGEMENT
EN Communications’ Construction Manager (“CM”) will act as the City’s liaison to the Outside Plant
(OSP Construction Contractors) team and will manage the overall construction of the City’s fiber-
optic network(s). The CM will review overall compliance with project schedules and specifications,
assessing Contractor adherence to public works and right of way restrictions, performance of
construction activities, and development of applicable project documentation.
Other tasks that will be performed include:
Managing the overall Construction deployment of the Outside Plant (OSP), ensuring
schedule management, specification compliance and documentation.
Approving all materials to be used in the job, as well as all construction subcontractors.
Act as the main point of contact for selected OSP Contractor, addressing field issues,
coordinating daily activities, assessing compliance with both health and safety requirements
and with applicable permits.
Coordinating with the City as applicable on updates with project reporting, construction
activities, material access and handling, production tracking, documentation control,
administrative requirements.
Production tracking, coordination with construction vendor, assessing adherence to
schedule commitments, troubleshooting, tracking completion of punch list items, confirming
final completion and delivery, and turnover to operations.
Review of production installations to specifications and assisting the City to manage the
project within budget and schedule timelines.
Facilitating “onsite” quarterly, cross-functional meetings with the City, providing applicable
construction updates, identifying any issues with, and resolution of, applicable action items.
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TASK 4: CONSTRUCTION INSPECTION
EN Communications will provide Construction Inspection (“CI”) services for the City as Waterloo’s
network is constructed. EN Communications has assumed at least (1) one construction inspector to
start but may require a second. Our estimates include a single inspector for either each
Construction Prime Contractor, or for every 4 construction crews.
EN Communications’ construction inspectors will provide on-site supervision to determine
compliance with project specifications, safety and permitting requirements. In addition, EN
Communications will provide quality review on installation and ground restoration in real time. All
field data and information related to changes in the field, as built and redline information will also be
acquired and reviewed in real time. In addition to these services, on-site inspection services provide
field representation, to assist the City with oversight of crews in the field. Field inspection services
include the following, as well as per diem, lodging, and vehicles for local CI resources up to 6 days
per week:
Real time inspection services, including compliance and specification review of installations.
Onsite assessment of installed quantities and installation quality assurance.
Review of compliance with safety standards including OSHA, city, county, and state
requirements, as well as maintenance of traffic compliance and permit-specific
requirements.
Review of local, state, and federal code compliance including the National Electric Safety
Code.
Onsite supervision of fiber-optic testing (OTDR and power meter) and compliance.
Field level decision-making to minimize crew downtime.
Review of deliverable accuracy for all documentation including red lines, directional bore
logs and production sheets.
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Pricing
The tasks outlined in the Scope above, will be performed on a monthly fixed price basis, excluding
travel expenses that will be billed as incurred on a not-to-exceed basis, and invoiced as follows.
Task(s)/Description Cost
Task 1: Project Management $26,750
Task 2: Project Engineering Support $5,350
Task 3: Construction Management
(Includes 1 in market Construction Manager/Inspector) $32,100
Task 4: Construction Inspection
(1 inspector per 4 construction crews)
(Each contractor requires one inspector if multiple contractors)
$24,075 1
Monthly Total $88,275
Estimated Monthly Travel Expenses (billed as incurred) $4,000
Monthly Total $92,275
1 Additional inspectors billed at $21,400 per month.
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Estimated Schedule
Our proposed schedule for 2024 is as follows:
Table 1 - Services Jan 2024 – Dec 2024
Billing
Month/Year
(Month #)
Desc.
PM
PE CM CI Expenses Monthly
Total
January 2024
(Month 1) Month $26,750 $5,350 $32,100 $24,075 $4,000 $92,275
February 2024
(Month 2) Month $26,750 $5,350 $32,100 $24,075 $4,000 $92,275
March 2024
(Month 3) Month $26,750 $5,350 $32,100 $24,075 $4,000 $92,275
April 2024
(Month 4) Month $26,750 $5,350 $32,100 $24,075 $4,000 $92,275
May 2024
(Month 5) Month $26,750 $5,350 $32,100 $24,075 $4,000 $92,275
June 2024
(Month 6) Month $26,750 $5,350 $32,100 $24,075 $4,000 $92,275
July 2024
(Month 7) Month $26,750 $5,350 $32,100 $24,075 $4,000 $92,275
August 2024
(Month 8) Month $26,750 $5,350 $32,100 $24,075 $4,000 $92,275
September
2024
(Month 9)
Month $26,750 $5,350 $32,100 $24,075 $4,000 $92,275
October 2024
(Month 10) Month $26,750 $5,350 $32,100 $24,075 $4,000 $92,275
November
2024
(Month 11)
Month $26,750 $5,350 $32,100 $24,075 $4,000 $92,275
December
2024
(Month 12)
Month $26,750 $5,350 $32,100 $24,075 $4,000 $92,275
Cost Estimates through December 2024 $1,107,300
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Signature & Acceptance
Signature of this Proposal by Client warrants that all components of this Proposal are
acceptable to the City of Waterloo and that the person(s) signing this Proposal has the
right, power, and authority to execute the Proposal.
EN Engineering, LLC
28100 Torch Parkway SE,
Suite 400, Warrenville, IL 60555
City of Waterloo
715 Mulberry Street
Waterloo, IA 50703
Print Name: Courtney Violette Print Name:
Title: Chief Management Officer Title:
Signature:
Signature:
Date: November 6, 2023 Date:
Ordering Document: Waterloo Fiber-Area 1 -
gWorks Essentials-Finance Hub and HR Hub
Standard
Waterloo Fiber-Area 1
624 Glenwood St
Waterloo, IA 50703
Julie Eastman
julie.eastman@waterloofiber.com
+13192910175
Reference: 20231215-121121884
Quote created: December 15, 2023
Quote expires: December 29, 2023
Quote created by: Jessica Osterman
"Account Executive"
jessica@gworks.com
+14028091717
Comments from Jessica Osterman
Per Company policy, once our January 1 term renewal invoices release on October 1, any Ordering
Documents with a Calendar Year term signed between October 1 - December 31, 2023, will be
invoiced for the applicable stub period plus next year's Calendar Year Term annual amount. As an
added benefit to your community, this policy locks in your Ordering Document pricing at our
2023 pricing rate
Products & Services
Item & Description Quantity Unit Price Total
Finance Hub - Implementation and Onboarding 1 $15,000.00 $15,000.00
HR Hub Onboarding - New HR Hub Clients 1 $2,500.00 $2,500.00
Fresh Start & Module Implementation - Accounts Payable,
Bank Reconciliation, General Ledger, set up Chart of Accounts,
& Receipt Management
Onboarding Services for New Client to HR Hub. See
https://www.gworks.com/solutions/hr-hub/
Item & Description Quantity Unit Price Total
Finance Hub - Annual Subscription 1 $7,200.00
/ year
$7,200.00 / year
HR Hub Base Fee - Annual Subscription 1 $600.00
/ year
$600.00 / year
HR Hub Standard - Annual Subscription 1 $1,440.00
/ year
$1,440.00 / year
Annual subtotal $9,240.00
One-time subtotal $17,500.00
Total $26,740.00
Annual subscription for Accounts Payable, General Ledger,
Bank Reconciliation, and Receipt Management
for 1 year
Annual Base Subscription for HR Hub for 1 year
Annual Subscription for HR Hub Standard for 12 employees for 1 year
Purchase terms
Upon signature of the parties, this Order is a legally enforceable agreement.
This Order shall be in effect as of the last date in the signature boxes below (“Effective Date”) and shall
continue until the end of the term of the last Service in this Order, unless earlier terminated in accordance
with the express termination rights set forth in this Order, if any, and the Master Services Agreement. A
Service set forth above shall be in effect from the Effective Date and shall continue for the initial term
specified herein for such Service, unless earlier terminated in accordance with the express termination rights
set forth in this Order, if any, and the Master Services Agreement. Web-based Services and Desktop Services
terms are one-year in length from January 1 – December 31 (“Calendar Year”). If this Effective Date is within a
Calendar Year, the initial term prorates from the Effective Date month to the end of the Calendar Year. Upon
expiration of the initial term of the applicable Web-based or Desktop Service, such Service will automatically
renew for additional successive renewal periods of a one-year in term length aligned to the Calendar Year for
such Service, unless earlier terminated in accordance with the express termination rights set forth in this
Order, if any, and the Master Services Agreement or unless either party provides the other party written
notice of non-renewal no less than thirty (30) days prior to the end of the then-current initial term or renewal
term for such Service.
Upon termination or expiration of a Service: (a) Client shall immediately pay all outstanding amounts it owes
to gWorks for such Service as set forth in the table above; (b) Client shall immediately cease using such
Service; (c) gWorks may take steps to change, remove, or otherwise block Client’s access to such Service; and
(d) upon payment in full of all fees owed to it, gWorks shall deliver to Client any Deliverables related to such
Service, in their current form as of the effective date of termination or expiration, along with all
documentation, Specifications, and Client Materials in gWorks’ possession related to such Service. Annual
fees are nonrefundable. Notwithstanding the above, if, within thirty (30) days after the termination of a
Service data export is requested by Client, gWorks shall export such data files to Client, and such services will
be charged at gWorks then-standard rates. No termination or expiration of a Service, this Order, or the Master
Services Agreement will affect Client’s obligation to pay all amounts set forth in the table above.
Fees for all one-time Implementation or Professional Onboarding or Professional Services and fees for all
Web-based Services and Desktop Services are due and payable as follows:
Implementation or Professional Onboarding or Professional Services fees are due in full upon the
Effective Date of this Order.
Annual fees are payable in full or prorated based on the calendar month on the execution of this
Ordering Document for the first year. For subsequent terms, the annual subscription, license, and
product support fees (collectively, "annual fees") are due before or by the start of the Calendar Year
term thereafter.
Any Professional Services not defined in this Ordering Document are billable at gWorks’ current hourly
billable rate, or at gWorks sole discretion may be a separate Ordering Document of defined Services. Onsite
service requests are billable at gWorks’ current hourly billable rate with a minimum of eight (8) hours. One-
time complimentary remote, web-based training is included with each Desktop Service within 15 days of
software implementation. If the Client does not complete this complimentary training within 15 days, the
training will be billable at gWorks’ current hourly billable rate. Complimentary training will not exceed 2
hours per Desktop Service, or as set forth at gWorks sole discretion.
This Order, including the then-current Master Services Agreement & Terms of Service and Privacy Policy, and
all other agreements, policies, and documents incorporated herein, contains the entire agreement of the
parties with respect to the subject matter hereof and shall supersede any and all prior or contemporaneous
discussions, negotiations, agreements, or understandings between the parties, whether written or oral,
regarding the subject matter hereof.
This Order may be executed in one or more counterparts, each of which will be deemed to be an original
copy of this Order, and all of which, when taken together, will be deemed to constitute one and the same
agreement. This Order may be executed and delivered via facsimile, electronic mail, or other electronic
transmission methods (including pdf or any electronic signature complying with the U.S. federal ESIGN Act
of 2000), and the execution and delivery of this Order by such methods shall be deemed to be valid and
effective for all purposes.
This Order is subject to the agreements, policies, and documents set forth below, all of which are
incorporated herein by reference. By signing this Order, the Client expressly agrees to all terms and
conditions in the agreements, policies, and documents set forth below.
Master Services Agreement & Terms of Service: https://www.gworks.com/g2msatos/
Product Support Agreement: https://www.gworks.com/2023-productsupportagreement/
Privacy Policy: https://www.gworks.com/privacy-policy/
By signing this Order, the individual signing on behalf of Client certifies and warrants that they are
authorized to sign on behalf of the Client, agree to the terms of this Order and any documents incorporated
herein and that, upon their signature, this Order and any documents incorporated herein will become the
legally binding agreement of the Client.
Signature
Before you sign this quote, an email must be sent to you to verify your identity. Find your profile below to request a verification
email.
Julie Eastman
julie.eastman@waterloofiber.com [sig|req|signer1 ]
Brad Whittle
bwhittle@gworks.com [sig|req|signer2 ]
Questions? Contact me
Jessica Osterman
"Account Executive"
jessica@gworks.com
+14028091717
gWorks
3905 S 148th St
Ste 200
Omaha, NE 68144
USA
Monthly Cost Discount Quantity Total
$41.00 15.00%2 $69.70
$23.50 15.00%5 $99.88
$0.00
$0.00
MSRP Discount Quantity Total
$629.99 $629.99 2 $0.00
$999.99 $0.00 3 $2,999.97
$599.99 $0.00 2 $1,199.98
* All listed pricing excludes any applicable taxes, fees, and surcharges.
Monthly Service Plan
Government Unlimited Smartphone Subsidy Level 1
One-Time Costs
iPhone 13 128GB
Government Unlimited Mobile Internet for Tablet
iPad Pro 11" 4th GEN 128GB
iPad 10th GEN 64GB
Total Monthly Service*$169.58
One-Time Costs*
Total Annual Costs*
$4,199.95
$6,234.85