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HomeMy WebLinkAbout01.17.2024 Telecom Board Agenda BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Ritch Kurtenbach Mike Young Amy Wienands City Council Liaison: Rob Nichols January 17, 2024 City Council Chambers 4:00 p.m. 1. Roll call. 2. Approval of the agenda, as presented. 3. Approval of minutes of January 3, 2024 regular session and January 8, 2024 Special Session, as presented. 4. Resolution approving the Waterloo Fiber Employee Handbook . 5. Motion approving purchase of NEA CDN Edge cache server from Ateme, Inc. of Englewood, CO, in the amount of $56,620.00 . 6. Motion approving an IPv4 Block in an amount not to exceed $43,000. 7. General comments from staff, consultants, and board members. 8. Adjourn. Kelley Felchle Board Secretary WATERLOO Telecommunications Utility Board of Trustees TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES Harold E. Getty Council Chambers January 3, 2024 4:00 p.m. 1. Members present: Kurtenbach, Young, and Batemon and Wienands. Absent: Van Fleet. 2. Moved by Batemon seconded by Young that the Agenda as proposed, be approved. Voice vote- Ayes: Four. Motion carried. 3. Moved by Batemon seconded by Young that the minutes of December 20, 2023 regular session as presented be approved. Voice vote- Ayes: Four. Motion carried. 4. Moved by Batemon seconded by Young to approve Change Order No. CR-2023-0007 for a net increase of $64,629.49, Change Order No. CR-2023-0008 for a net increase of $38,393.08, and Change Order No. CR-2023-0009 for $0.00, with ITG Communications, in conjunction with the Construction of a Backbone and Fiber-To-The-Premise Project, Contract No. 1088. Voice vote- Ayes: Four. Motion carried. Eric Lage, General Manager, provided an overview of the change orders. Mr. Kurtenbach questioned if the first change order was for homes being developed. Eric Lage explained that this is not, but he does anticipate future change orders for new developments. Ms. Wienands provided an overview of the development on Kimberly Lane. 5. Moved by Batemon seconded by Young to approve payment to the City of Waterloo for the purchase of a 2024 Chevy Equinox in the amount of $27,380 from Karl Chevrolet, and two 2024 Ram 2500 in the amount of $46,815 each from Karl of Marshalltown, and accepting title of said vehicles from the City of Waterloo. Voice vote- Ayes: Four. Motion carried. Eric Lage provided an overview of the purchases and explained which staff members will be utilizing the vehicles. 6. Moved by Batemon seconded by Young to approving purchase of a GPS locator from Subsurface Solutions in the amount of $13,684.00. Voice vote- Ayes: Four. Motion carried. Eric Lage provided an overview of the purchase. 7. General comments from staff, consultants, and board members. Eric Lage shared that the four test customers are up and running and they have not had many issues to date. He shared that staff are continuing to work on the employee handbook and five employees started on January 2. The pre-fab shelter floor has been poured and the shelter is arriving in the coming weeks. DC Power System will come through EPlus as a change order. Warren Lyon, Magellan Advisors, shared that the next location for a shelter will be on Linden by Public Works. They will begin procurement on a shelter after work order #3 is complete. Michael Regan, Entrust, provided an update on construction. Twenty-nine miles of conduit has been laid and nine miles of fiber are in the ground. He further provided an update on pending RFP’s. He clarified that Phase 1 of the project will be completed by the end of the year. Kelley Felchle, Board Secretary, shared that it is anticipated that the employee handbook will be wrapped up on Friday and they are working on developing a hiring process that can be included in the handbook as well. Mr. Kurtenbach questioned if there is still one position open. Page 2 Eric Lage confirmed that they plan to interview next week for the Products and Services Manager. He also explained that he would like the board to have input on developing a mission statement and core values. Mr. Kurtenbach questioned if there is a plan for advertising planned for this spring. Eric Lage provided an overview of the current advertising efforts and shared that there will be a proposal for advertising coming soon. 8. Adjourn. With no further business before the board, it was moved by Young seconded by Batemon that the meeting be adjourned at 4:23 p.m. Voice vote-Ayes: Four. Motion carried. Kelley Felchle Board Secretary TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES City Clerk’s Office January 8, 2024 12:00 p.m. 1. Members present: Kurtenbach, Young, and Batemon and Wienands and Van Fleet. 2. Moved by Kurtenbach seconded by Wienands that the Agenda as proposed, be approved. Voice vote- Ayes: Five. Motion carried. 3. Moved by Kurtenbach seconded by Batemon to approve Change Order No. CR-2024-0010 for a net increase of $79,097.24, with ePlus Technology, Inc., in conjunction with the 2023 Equipment and Services RFP. Voice vote-Ayes: Five. Motion carried. Eric Lage, General Manager, provided an overview of the change order. The board discussed the change order and timing for equipment arrival with the general manager. 4. Moved by Batemon seconded by Kurtenbach to approve award of RFP to Camvio, of Los Angeles, California, for the FY2024 Billing System, Operational Support System, Flow- Through Provisioning RFP, Contract No. 1097. Voice vote-Ayes: Five. Motion carried. Eric Lage, General Manager provided an overview of the software capabilities. He shared that this would also serve as the billing software for the utility. Previous discussions with Water Works and City of Waterloo were driving toward having Waterloo Fiber’s billing included on the existing water bill. The logistics of that, however, are proving difficult to implement with the customer launch rapidly approaching. The recommendation is to move forward with Camvio and continue to cooperate with the City and Water Works to see if a single utility bill is feasible in the future. He added that The board then discussed the RFP award with the general manager. The board requested that the general manager check with Camvio if the cost can be lowered to $150,000. 5. Moved by Kurtenbach seconded by Young to remove this item from the agenda as it was approved at the last meeting. Motion approving the purchase of a GPS locator from Subsurface Solutions in the amount of $13,684.00. Voice vote-Ayes: Five. Motion carried. 6. General comments from staff, consultants, and board members. Eric Lage shared that he and Mr. Van Fleet will be on the Steele Report on KWWL today talking about Waterloo Fiber. Mr. Batemon questioned if the new dwellings going up on Hwy. 63. Kelley Felchle, Board Secretary, shared that work is wrapping up on the Employee Handbook. 7. Adjourn. With no further business before the board, it was moved by Kurtenbach seconded by Young that the meeting be adjourned at 12:24 p.m. Voice vote-Ayes: Five. Motion carried. Kelley Felchle Board Secretary Ateme Inc. 750 W. Hampden Ave., Suite 290 80110 Englewood, United States Phone: 8653564445 www.ateme.com ATEME Inc - 750 W. Hampden Ave., Suite 290 - Englewood, CO 80110 - USA Commercial Proposal This proposal is valid for 1 month and replaces previous version (if any). This proposal may be revised based on finalisation of the Statement of Work. Third party HW prices are for information only and will need to be confirmed within 15 days after PO reception. The terms of this commercial offer are subject to the 'Ateme Inc. Standard terms and conditions for sale of Products and Services" and to the 'Ateme Inc. Standard terms and conditions for Support & Maintenance services". In case of conflicts between different documents, the following order will be considered: - Statements of Work applicable to Professional Services; - Ateme Inc.'s Proposal; - Ateme Inc. general Terms and Conditions; - Ateme Inc. Software End-User License Terms; - Ateme Inc. terms for Support and Maintenance Services. Waterloo Fiber - NEA CDN Date: 01/10/2024 Q-AE-SF-24360-2Quote Reference: Name: Mark Lane Phone: mlane@entrustsol.comEmail: Prepared by:Sales representative: Mark STROPKI Sales Director Mark STROPKI Sales Director Email:m.stropki@ateme.com Email: m.stropki@ateme.com Tel: +1 6147830142 tel: +1 6147830142 Billing and Delivery address Bill to : Waterloo Fiber Ship to : Waterloo Fiber 625 Glenwood St 50703 Waterloo IA USA 625 Glenwood St 50703 Waterloo IA US Page 2 / 6 Strictly confidential. Do not disclose without prior return agreement of Ateme Inc. ATEME Inc - 750 W. Hampden Ave., Suite 290 - Englewood, CO 80110 - USA Products NEA CDN License per Gpbs Part Number Description Quantity Unit Price Total Price NEA-CDN-DELIVERY-BY-GBPS Perpetual license for up to one 1 Gbps of delivery from the edge. Applies to NEA CDN. 10 1,850.00 18,500.00 Subtotal 18,500.00 NEA CDN Hardware Part Number Description Quantity Unit Price Total Price NEA-CDN-CACHE-HW-3.2TB-DL2111 Dell R640 Hardware for NEA-CDN 3.2TB. Requires SW licenses. 2 18,360.00 36,720.00 Subtotal 36,720.00 Hardware Discount Part Number Description Quantity Unit Price Total Price EXCPDISC-H04 exceptional discount 1 (4,000.00)(4,000.00) Subtotal (4,000.00) Products total:USD 51,220.00 Invoicing and Payment terms 100% at delivery Net 30 Incoterms DDP - Delivered Duty Paid / Waterloo Notes Page 3 / 6 Strictly confidential. Do not disclose without prior return agreement of Ateme Inc. ATEME Inc - 750 W. Hampden Ave., Suite 290 - Englewood, CO 80110 - USA Services Setup Services are proposed here to assist in the installation, configuration and roll out of standard Ateme products in a supported ecosystem. As such, no project acceptance procedure is considered here to trigger invoicing of professional services and maintenance. If required, Ateme can also prepare a Project commercial proposal that would therefore be linked to a contract and detailed Scope of Work. Installation Part Number Description Quantity Unit Price Total Price SYS-INST-SAT Installation and system acceptance professional services 1 5,000.00 5,000.00 Subtotal 5,000.00 Shipping Part Number Description Quantity Unit Price Total Price SYS-SHIP Shipment of Hardware with decided freight forwarder and insurance 2 200.00 400.00 Subtotal 400.00 Services total:USD 5,400.00 Invoicing and Payment terms 100% at delivery Net 30 Notes Page 4 / 6 Strictly confidential. Do not disclose without prior return agreement of Ateme Inc. ATEME Inc - 750 W. Hampden Ave., Suite 290 - Englewood, CO 80110 - USA Pricing Summary Software total:USD 18,500.00 Hardware total:USD 32,720.00 Services total:USD 5,400.00 Grand total:USD 56,620.00 Invoicing terms 100% at delivery Payment terms Net 30 Incoterms DDP - Delivered Duty Paid / Waterloo Page 5 / 6 Strictly confidential. Do not disclose without prior return agreement of Ateme Inc. ATEME Inc - 750 W. Hampden Ave., Suite 290 - Englewood, CO 80110 - USA GENERAL TERMS & CONDITIONS All sales or licenses made by ATEME Inc. a corporation with offices at 750 W. Hampden Avenue, Suite 290, Englewood, CO 80110 ("ATEME") or its Affiliates as defined hereinafter, are made to the Buyer in compliance to the following General Terms and Conditions (hereinafter the "Agreement"). Affiliates shall mean any entity, directly or indirectly, controlling, controlled by or under common control with ATEME SA, where 'control" means the ownership of at least fifty percent (50%) of the equity or beneficial interests of such entity or the right to vote or appoint a majority of the board of directors or other governing body of such entity, and any other entity with respect to which ATEME SA or any such Affiliates has management or operational responsibility. 1. Acceptance This Agreement applies to that certain purchase order (the 'Purchase Order") received by ATEME from the Buyer for the acquisition of ATEME's products set forth in the Purchase Order (the 'Products") and the acquisition of license or support services set forth in the Purchase Order ('Services") which Services shall be provided to Buyer pursuant to the Customer Support Terms attached hereto as Exhibit A. ATEME's acceptance of the Purchase Order is conditional on Buyer's full consent to the terms and conditions set forth in this Agreement instead of those in Buyer's Purchase Order. Any terms and conditions contained on Buyer's Purchase Order shall be null and void. Any changes in this Agreement must be agreed in writing by an authorized officer of ATEME before becoming binding. 2. Incoterms All sales are made EXW or as per the incoterms specified in the quote which shall prevail in case of discrepancy. 3. Shipment In absence of specific shipping instructions from Buyer, ATEME will ship by the method it deems most appropriate to the address set forth in the Purchase Order. Unless otherwise specified, the Products shall be shipped in Seller's standard commercial packaging and any other special packaging shall be paid for by Buyer. 4. Delivery Shipping dates set forth in the Purchase Order are given on an indicative basis. ATEME may send partial deliveries and invoice each such delivery separately. The Buyer cannot refuse such partial deliveries. Unless otherwise agreed in a Purchase Order, Buyer shall pay all related transportation, insurance and customs costs and fees. 5. Order Cancellation Once a Purchase Order has been received by ATEME but prior to shipment of the Product, Buyer may cancel this Purchase Order. Any such cancellations shall be subject to administrative charges to be paid by Buyer in accordance with the following schedule. Buyer may also postpone the shipment of a Product specified in a Purchase Order once in writing for up to ninety (90) days after the scheduled ship date identified in the order acknowledgement. If a Purchase Order has been postponed and then subsequently cancelled (or deemed cancelled because Buyer has not authorized shipment prior to the end of the postponement period) the cancellation charge shall apply. Number of days prior to ship date that cancellation is received by SellerCancellation charge as a percent of original Purchase Order - 1-30 100% - 31-90 50% - 91 or more 25% Notwithstanding the foregoing, in the event that, at any time prior to shipment, Buyer reasonably determines that the technical configuration of the Products as described in the relevant Purchase Order are in fact incompatible with Buyer's network (a "Configuration Error"), then Buyer may cancel the Purchase Order for an administrative fee equal to twenty-five percent (25%) of the original Purchase Order amount, provided that Buyer submits both (i) a replacement Purchase Order for the same number of (correctly configured) units of Product as covered by the original Purchase Order, and (ii) detailed supporting documentation describing the Configuration Error. 6. Payment 6.a The applicable prices for the Products or Services are set forth in Sellers' prices list. All prices are listed in US dollars or Euros. All payments are to be made in USPayment terms dollars or Euros; if payment is made in a currency that is not the one used in the quotation, Buyer shall make payment using the exchange rate published by the Federal Reserve Bank of New York as of the close of business on the date of the Purchase Order. Buyer is responsible for payment of all transportation, handling, insurance and brokerage charges incurred in delivering the Products to Buyer's location. All invoices are payable thirty (30) calendar days from date of invoice. Amounts past due shall be subject to late payment interests eligible for capitalization, at the legal interest rate of the European Central Bank for capital refinancing operations plus ten (10) points 6.b Buyer agrees to pay all taxes or levies of whatever nature arising out of or in connection with this Agreement, excluding any taxes based on ATEME's net income. Buyer shallTaxes reimburse ATEME in full for any of the foregoing taxes or levies paid by ATEME for which Buyer is responsible hereunder. If Buyer asserts that any transaction under this Agreement is tax exempt, Buyer will provide ATEME with an exemption certificate acceptable to the taxing authorities. If Buyer is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, ATEME receives an amount equal to the sum it would have received had no such deduction or withholding been made. The buyer shall promptly deliver to ATEME a certificate as prescribed by Law, reflecting the amount deducted or withheld. 7. Warranties 7.a Hardware Warranty: Unless otherwise specified in the accompanying documentation, ATEME warrants that the hardware Products (excluding any software contained therein) purchased hereunder shall be free from defects of material and workmanship under normal use and service. For a period of one (1) year following shipment of the Product, ATEME shall at no charge and at its sole option (i) supply either new or refurbished replacement parts for defective parts of the Products or new or refurbished Products to replace defective Products; or (ii) repair defective Products. 7.b RMA: Buyer must obtain a Return Merchandise Authorization ('RMA") from ATEME prior to returning any Products for repair or replacement. After having received the information necessary to investigate, ATEME shall issue an RMA number to Buyer if necessary. The cost of shipping Products to ATEME shall be supported by Buyer and the return shipping cost shall be paid by ATEME. However, if the returned Products are neither non-conforming nor defective, ATEME shall bill Buyer for the cost of such shipping. 7.c After receiving a quote, the Buyer must indicate his willingness to undertake repairs by sending a purchase order. Once the repair mechanism has been completed, ATEME shall send an invoice to the Buyer. 7.d Ownership and the associated risks of the Products returned for repair shall remain to the Buyer's. However, according to 7.c, if six months after receipt of the quote the Buyer has not indicate his willingness to undertake the repairs or claimed the Product, the ownership of the Product shall be transferred to ATEME. As a result, ATEME will be entitled to assign the Product to recycling. The Buyer waives any action against ATEME concerning the recycled Product. 7.e Software: ATEME warrants the software for a period of ninety (90) days following shipment. SELLER DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED 7.f Procedures: Warranty obligations apply only to Products returned to ATEME's premises, transportation and customs charges prepaid by buyer, during the applicable warranty period and confirmed defective by ATEME. Further, the warranty obligations set forth the sole and exclusive remedy to Buyer. 7.g Procedures: Warranty obligations apply only to Products returned to ATEME's premises, transportation and customs charges prepaid by buyer, during the applicable warranty period and confirmed defective by ATEME. Further, the warranty obligations set forth the sole and exclusive remedy to Buyer. 7.h Exclusions: The warranties will not apply to any Products that have been repaired or altered by others than ATEME, damaged by Buyer's or any other third party, fail to meet environmental specifications, or subjected to misuse, negligence, accident, unusual physical or electrical stress, or other causes than the normal and intended use of the Products. Out of Warranty Costs: All out-of-warranty costs for repair or replacement (including the costs of shipment) shall be supported by Buyer. Out-of-warranty diagnostic investigations,7.i repairs, workarounds, and/or replacements are subject to a charge as quoted by ATEME and accepted by Buyer evidenced by a purchase order. Such out-of warranty repairs shall be done under the Buyer's liability. Disclaimers: THE WARRANTY FOR THE PRODUCTS SET FORTH HEREIN IS IN LIEU OF, AND SELLER HEREBY DISCLAIMS, ALL OTHER WARRANTIES EXPRESSED,7.j STATUTORY OR IMPLIED, WHETHER ORAL OR WRITTEN, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. 8. Limitation of Liability SELLER'S TOTAL LIABILITY ARISING OUT OF THIS SALE OR THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE PAID BY BUYER. IN NO EVENT WILL SELLER BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. The limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its purpose. 9. Ownership All patents, trademarks, trade names, copyrights, mask works, design rights, trade secrets, know-how and other proprietary rights in or related to the Products or the Service and any ATEME's Confidential Information are and shall remain the exclusive property of ATEME or its licensors, whether or not specifically recognized or perfected under the laws of the country where the Products, Services or items of ATEME Confidential Information are located. Buyer will not take any action that jeopardizes such proprietary rights or acquire any such right in the Products, Services or ATEME's Confidential Information, except the limited right to use the Confidential Information in operating the Products or Services. Page 6 / 6 Strictly confidential. Do not disclose without prior return agreement of Ateme Inc. ATEME Inc - 750 W. Hampden Ave., Suite 290 - Englewood, CO 80110 - USA 10. Software License Buyer is hereby granted a limited, non-transferable, nonexclusive, fully paid license to use the software and the documentation solely in conjunction with the Products or Services purchased under this Agreement (subject to the limitation in 10(b) below, if applicable) and solely for use by Buyer for its internal business purposes. Buyer receives no title or ownership rights to such software or documentation. Except for the license granted in this section, all right, title and interest in the software and documentation, and all copies thereof, shall remain the exclusive property of ATEME or its licensors. This Agreement does not entitle Buyer to the receipt or use of, or access to, software source code or any right to reproduce the software or the documentation, and Buyer agrees that it shall not decompile, disassemble, reverse engineer or otherwise attempt to gain access to the software source code. This license shall terminate and Buyer's right to use the software shall cease upon termination of this Agreement for any reason. Buyer shall destroy all copies of the software upon termination of the license and shall certify such destruction to ATEME in writing. 11. Intellectual Property Intellectual Property Indemnification: ATEME will defend Buyer against claims based on an allegation by any third party that the Products or Services supplied to ATEME hereunder infringe a patent valid in the European Union issued as of the date such Products or Services were shipped by Seller. ATEME, at its own expense, shall defend the Buyer against any claim, suit or proceeding insofar as such claim, suit or proceeding is based on an allegation that the Product or Service directly infringe patent, copyright, or trade secret, and will pay those damages, liabilities or costs (excluding consequential and exemplary damages) finally awarded against the Buyer, by the highest court of competent jurisdiction, or agreed to in writing by ATEME as settlement or compromise, as a result of such claim, suit or proceeding; PROVIDED ATEME shall be (i) promptly notified of such claim, suit or proceeding, (ii) given all evidence in the Buyer's possession, custody or control, and (iii) given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise. The Buyer shall be entitled to participate in its defense at its own expense with counsel of its own choosing. ATEME shall have no liability hereunder with respect to any claim of infringement which is based upon (i) a combination of the Product with any other product not furnished by ATEME hereunder, (ii) any modification or addition to the Product or the documentation by a party other than ATEME, (iii) any effective use of a Product according to a process not allowed by ATEME or (iv) use of other than the most current, unaltered update to the Product. In the event of an infringement allegation for which ATEME is obligated to indemnify the Buyer, ATEME may at its sole discretion: (i) obtain a license that allows Licensee to continue to use the Products, (ii) replace or modify the Products so as to be non- infringing, or (iii) if neither (i) nor (ii) is available to ATEME at a commercially reasonable expense, then ATEME may accept the return of the Product and, if the infringing Product is still used by the Buyer, shall refund to the Buyer the depreciated value of the license fee paid for the use of such product to ATEME by the Buyer. If ATEME elects to provide any one of the options set forth in (i) and (ii) above, ATEME 's indemnity obligation under this Agreement will be fulfilled as to that individual claim, except for any damages, liabilities or costs (excluding consequential and exemplary damages) incurred by the Buyer prior to ATEME taking such action. If ATEME elects the option set forth in (iii) above, ATEME's indemnity obligation under this Agreement shall be entirely fulfilled. ATEME shall not indemnify the Buyer or any other customer against essential patent claims related to the implementation of international standards. In this respect, for instance, in the event a third party brings any claim that Beneficiaries should pay royalties for using H.264, HEVC or any other standard in its IPTV service, ATEME shall not provide indemnification. 12. Confidentiality Buyer shall hold the software and other non-public information about ATEME's technology, Products and Services (the 'Confidential Information") in confidence. Buyer shall not disclose, distribute or make available any part of the Confidential Information to any third par ty without ATEME's prior written consent. Buyer shall take every reasonable precaution to protect the confidentiality of the Confidential Information. These obligations shall not extend to any information relating to the Confidential Information that is now or later becomes available without restriction to the general public by acts not attributable to Buyer. Buyer acknowledges that ATEME's Confidential Information is unique property of extreme value to Seller, and that unauthorized use or disclosure thereof would cause Seller irreparable harm that could not be compensated by monetary damages, entitling Seller to injunctive and preliminary relief. 13. Product Changes ATEME reserves the right to make substitutions, modifications and improvements to the Products or Services, provided that such substitutions, modifications or improvements shall not materially affect performance of the Products or Services. 14. Breach of Agreement Either party reserves the right to terminate this Agreement immediately upon notice to the other party in the event that the other party is in breach of a material obligation hereunder, including, but not limited to, failure to comply with credit terms. If Buyer is in breach, Buyer shall remain liable for all unpaid sums and reimburse ATEME for all damages suffered or incurred as a result of Buyer's breach. The remedies provided herein will be in addition to all other legal means and remedies available to ATEME. ATEME reserves the right at ATEME's sole option to require Buyer to accept delivery of and pay for all Products on order as of the termination date. Any payment obligations of Buyer to ATEME and the obligations of either party under Sections 7(h), 8 - 10, 12, 14 - 16 shall survive termination of this Agreement for any cause. 15. Termination Either party may terminate this Agreement if either files or has filed against it a petition in bankruptcy or otherwise for the protection of debtors, makes an assignment for the benefit of creditors, has a trustee or receiver appointed for all or substantially all of its assets any of which are not discharged within sixty (60) days. ATEME reserves the right at its sole option to require Buyer to accept delivery of and pay for all Products on order as of the termination date. Termination of this Agreement by ATEME will be without prejudice to any other remedies ATEME may have. 16. General 16.a Failure of either party to enforce at any time any of the provisions hereof will not be construed to be a waiver of the right of such party thereafter to enforce any suchNo Waiver provisions. 16.b Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of ATEME and any such attempt atAssignment assignment will be null and void. ATEME shall be entitled to assign all or any portion of this Agreement. 16.c THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF FRANCE, WITHOUT REFERENCE TO ITS CONFLICT OFGoverning Laws and Disputes LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Any action or proceeding seeking to enforce any provision of, or based on any claims for equitable relief arising out of this Agreement or the transaction contemplated hereby may be brought against any Party only in front of Paris Commercial Court. 16.d Each party acknowledges that it is fully informed and in compliance with the Personal Data Protection Regulations, especially but not limited to Regulation 2016/679/EUPersonal Data of April 27, 2016, that it considers as essential. 16.e Other than Buyer's obligation to make payment for amounts due and payable under this Agreement, neither party shall be responsible for delays in fulfilment ofForce Majeure obligations under this Agreement due to an event of Force Majeure as defined by the law or the jurisprudence. 16.f All notices under this Agreement shall be in writing at the address first set forth above or as provided by each party to the other.Notices 16.g If any portion of this Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and the partiesSeverability shall seek in good faith to agree to substitute for the invalid provision a valid provision that most closely approximates its terms. 16.h this Agreement, including all exhibits hereto, supersedes all proposals, oral or written, all negotiations, conversations or discussionsENTIRE AGREEMENT; MODIFICATIONS between the parties and contains the entire understanding and agreement of the parties relating to this subject matter. Buyer represents and agrees that it has not relied on any representation or warranty other than those contained herein in entering into this agreement. NO MODIFICATION TO THIS AGREEMENT, NOR ANY WAIVER OF ANY RIGHTS, SHALL BE EFFECTIVE UNLESS AGREED TO IN A WRITING SIGNED BY BOTH (I) BUYER AND (II) ATEME'S GENERAL COUNSEL. IPv4 Market Group 4655 Lower River Road Lewiston, NY 14092 716.348.6768 January 5, 2024 Waterloo Fiber 625 Glenwood Street Waterloo, IA 50703 Subject: IPv4 Quote for Waterloo Fiber IPv4 Block: /22 Total Number of IPv4 Addresses: 1024 Unit Price: $40.00 Per IP Total: $40,960 USD Quote valid until January 19, 2024. Process Steps: 1. Buyer approves this Quote. 2. Buyer provides ARIN ORG ID. 3. Buyer examines the IPs for cleanliness. We provide an MXTOOLBOX report showing 90 blacklist site checks to support this. 4. Broker invoices Buyer. 5. Buyer pays to “holding account” via wire transfer. 6. Seller transfers /22 to Buyer. 7. Once the IPs are in Buyer’s ARIN account, Broker pays Seller. 8. Seller provides Paid Invoice to Buyer. Please let me know if you have any questions. Best Regards, Sandra Brown President IPv4 Market Group, LLC.