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HomeMy WebLinkAbout04.17.2024 Telecom Board Agenda BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Ritch Kurtenbach Mike Young Amy Wienands City Council Liaison: Rob Nichols April 17, 2024 City Council Chambers 4:00 p.m. 1. Roll call. 2. Approval of the agenda, as presented. 3. Approval of minutes of March 20, 2024, regular session, as presented. 4. Motion to receive and file a notice of conclusion of employment of Julie Eastman and a severance payment of $4,727.83. 5. Motion approving an agreement with 3-GIS LLC for Fiber Optic Network Asset Management software, in the amount of $111,850 over 3 years, in conjunction with the FY2024 Fiber Optic Network Asset Management RFP, Contract No. 1098, and authorizing the General Manager to execute said document. 6. Motion approving an agreement with the National Cable Television Cooperative and authorizing payment to the same in the amount of $28,500. 7. Motion approving an agreement with ImOn for telephone services. 8. Motion approving Supplemental Agreement No. 1 with Entrust Solutions Group (Magellan), of Denver, Colorado, in conjunction with the FY 2023 Construction of a Fiber-to-the-Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088, and authorizing the General Manager of Telecommunications to execute said document. 9. Motion approving Change Order No. 2024-0011, for an increase in the amount of $72,112.07 in conjunction with the FY 2023 Construction of a Fiber-to-the-Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088. 10. Motion approving Change Order No. 2024-0012, for a decrease in the amount of $522,532.28 in conjunction with the FY 2023 Construction of a Fiber-to-the-Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088. 11. Update from Speer Financial, General Manager of Telecommunications, and consultants. 12. Adjourn. Kelley Felchle Board Secretary WATERLOO Telecommunications Utility Board of Trustees TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES City Council Chambers March 20, 2024 4:00 p.m. 1. Members present: Van Fleet, Batemon, Kurtenbach and Young. Ms. Wienands was absent. 2. Moved by Kurtenbach seconded by Young that the agenda as proposed, be approved. Voice vote-Ayes: Four. Motion carried. 3. Moved by Kurtenbach seconded by Batemon that the minutes of February 21, 2024, regular session, as presented, be approved. Voice vote-Ayes: Four. Motion carried. 4. Moved by Young seconded by Van Fleet to receive and file a notice of conclusion of employment of Julie Eastman and a severance payment of $7,958.23. Eric Lage, General Manager, explained that Julie Eastman resigned at the beginning of the month and that this severance pay is for her unused time off. Mr. Van Fleet commented that Chris Wendland might be helpful in the review and modification of future employment agreements to adjust calculations to one that is fair to both the company and the employee. Mr. Kurtenbach would like to see language that waives the severance payment if an employee leaves within the first 12 months of employment. The board discussed options for modification to employment agreements. Moved by Kurtenbach seconded by Young to table the item until the April meeting. Voice vote-Ayes: Four. Motion carried. 5. Moved by Kurtenbach seconded by Batemon to approve an agreement with 3-GIS LLC for Fiber Optic Network Asset Management software, in the amount of $111,850 over 3 years, in conjunction with the FY2024 Fiber Optic Network Asset Management RFP, Contract No. 1098, and authorizing the General Manager to execute said document. Eric Lage, General Manager, and Chris Youngblut, Information Services Director for the City of Waterloo, provided an overview of the software and answered questions from the board members. Moved by Van Fleet seconded by Young to amend the motion to read, “Motion approving to award an RFP with 3-GIS LLC for Fiber Optic Network Asset Management software, in conjunction with the FY2024 Fiber Optic Network Asset Management RFP, Contract No. 1098. Voice vote-Ayes: Four. Motion carried. 6. Moved by Young seconded by Kurtenbach to approve a Request for Proposal to Lease an Office Facility. The board members discussed the RFP and the potential of buying versus leasing. Voice vote-Ayes: Three. Abstain: One (Van Fleet due to having office space available to lease). Motion carried. 7. Update from Speer Financial, General Manager and consultants. Eric Lage, General Manager, provided an update on the current groundwork and the hut at Fire Station 6. He commented that they are working on the Camvio implementation, which is the billing and operations support software, explaining that it is a very complex project with a lot of moving parts. He shared Camvio plans on being here tentatively the week of April 29th as we bring on our next group of text Page 2 customers on our production network and iron out any kinks before bringing in an additional fifteen customers. Council Liaison Rob Nichols questioned the proposed date for getting new customers on line, not just on the production network. Eric commented that it is difficult to say at this point, but it would likely be sometime in June or July. He noted that it would be data only, as they are still waiting for the application for NCTC to be approved before figuring out channel line-up, agreements, etc. Mr. Kurtenbach questioned if multi-line phone services might be ready by the June/July timeframe. Eric explained that phones will be in the testing phase as well, but it shouldn’t be long thereafter. Maggie Burger, Speer Financial, shared that the City of Waterloo is holding their annual capital improvement bond issue on April 17, 2024. Included in that bond issue will be a short term 3-year note for twenty million dollars of general obligation capital loan note that the voters approved for this project. She provided an overview of how these funds could be used and how they would be dispersed. Michael Regan, Entrust, shared that ITG is maintaining good progress with construction, locates are keeping up with drilling crew activities and the equipment installation at the shelter is anticipated to be complete in early April. 8. Adjourn. With no further business before the board, it was moved by Kurtenbach seconded by Young that the meeting be adjourned at 4:35 p.m. Voice vote-Ayes: Four. Motion carried. Kelley Felchle Board Secretary Today's Date:Department: Effective Date:Job Classification: Employment Date:Employee Name: Retired Disability Related No Yes Resigned Termination Other Benefits (x) Hourly Rate 33.65$ Comments Waterloo Fiber follows their own EHB for payout language Approved by Date 3/22/2024 Human Resources Date 3/22/2024 3/22/2024 Payout -$ 4,727.83$ Waterloo Fiber Notice of Employment Severance The employment with the named City of Waterloo employee has been severed by reason of: -$ -$ -$ 0 0 0 0 0 Julie Eastman Accounting Manager Waterloo Fiber 11/20/2023 3/6/2024 Fiber Board Agenda Date: In accordance with City Policy, it is requested to allow payment which consists of the following: Total Payment Comp Time Pay Unscheduled Leave Other Pay Usable Sick Leave Casual Hours Total Hours Vacation-Accrued 140.5 Vacation-Current 0 -$ -$ 4,727.83$ 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. 3-GIS On-Premise Master License Agreement [v2.9/220921] Page 1 of 29 Licensed Software and Professional Services Master Agreement Customer Number C-2022-10-02874 This Licensed Software and Professional Services Master Agreement (the “Agreement”) dated as of the Effective Date is by and between City of Waterloo, Iowa and Waterloo Fiber (“Customer”), a Iowa Municipality, having an office at 625 Glenwood St. Waterloo, IA 50703 and 3-GIS, LLC an SSP Innovations Company (“3-GIS”), an Alabama limited liability company, having an office at 6766 S. Revere Parkway, Suite 100, Centennial, CO 80112 (each a “Party” and collectively the “Parties”) WHEREAS, Customer desires to obtain 3-GIS Licensed Software and related professional services and 3- GIS desires to provide Customer access to such offerings, subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. DESCRIPTION OF SOFTWARE LICENSE AND SERVICES AGREEMENT 3-GIS will make available to Customer certain proprietary Licensed Software, including related proprietary Documentation, and Maintenance, in addition to Services, all as specifically described in individual Orders to this Agreement. Each Order will include a description of the Licensed Software and Services to be provided or performed, any associated Deliverables, and the associated fees. Before 3-GIS will provide any Licensed Software or perform any Services, Customer must execute a corresponding Order. 3-GIS and Customer agree to the incorporation of the following attachments and such additional terms are made a part of this Agreement by reference: 1. General Terms and Conditions; 2. Licensed Software License Terms and Conditions - Attachment A; 3. Addendum for Google Street View Tile Access – Attachment B; 4. Base Maintenance Terms and Conditions – Attachment C; 5. Services Terms and Conditions – Attachment D; 6. 3-GIS Software Support Plan – Attachment E; and 7. API License Terms and Conditions – Attachment F. II. CUSTOMER AND 3-GIS CONTACTS City of Waterloo and Waterloo Fiber 3-GIS, LLC an SSP Innovations Company Chris Youngblut Dean Perry Director of Technology Chief Business Development Officer 625 Glenwood St. Waterloo, IA 50703 Tel No 319-291-4598 6766 S. Revere Parkway, Suite 100 Centennial, CO 80112 Tel No 720-229-0227 Email: chris.youngblut@waterloo-ia.org Email Dean.perry@sspinnovations.com DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 2 of 29 SIGNATURE PAGE FOLLOWS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 3 of 29 In consideration of the mutual obligations assumed under this Agreement, Customer and 3-GIS agree to the terms and conditions set forth in this Agreement and represent that this Agreement has been executed by each Party’s duly authorized representative. AGREED BY: City of Waterloo, Iowa 3-GIS, LLC an SSP Innovations Company By: By: Name: Quentin Hart Name : Jonathan Jachimiec Title: Mayor Title: Chief Financial Officer Date: Date: Waterloo Fiber By: Name: Andrew Van Fleet Title: Telecom Board Chair Date: GENERAL TERMS AND CONDITIONS 1. DEFINITIONS. 1.1 “3-GIS IP” means 3-GIS or 3-GIS Affiliate developed, created, or prepared Intellectual Property, but does not include Customer Data. 1.2 “Affiliate” of a Party means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the majority ownership of voting securities or by contract. 1.3 “Business Day” means a day other than Saturday, Sunday, or 3-GIS’ company holidays. 1.4 “Business Hours” means 8:00 a.m. to 5:00 p.m. US Central time on Business Days. 1.5 “Change” means any modification to the terms of an Order. 1.6 “Change Order” means any document agreed to by both Parties to effectuate a Change. 1.7 “Confidential Information” means information of a Party to this Agreement which is provided or disclosed to the other and is marked as confidential or proprietary. If the information is initially disclosed orally then it must be designated as confidential or proprietary at the time of the initial disclosure or within twenty (20) days after disclosure, the information must be reduced to writing and marked as confidential or proprietary. No information of the disclosing Party will be considered Confidential Information to the extent the information: DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 12 April 2024 | 10:37 CDT 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 4 of 29 (a) is in the public domain through no fault of the recipient either before or after disclosure; or (b) is in the possession of the recipient prior to the disclosure, or thereafter is independently developed by recipient’s employees or consultants who have had no prior access to the information; or (c) is rightfully received from a Third Party without breach of any obligation of confidence. 1.8 “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer to 3-GIS. 1.9 “Deliverable” means any written summary of results or any other written data, information, Document Deliverable, Software Deliverable, or other tangible materials provided to Customer and identified as a Deliverable in the Order. 1.10 “Document Deliverable” means any written summary of results or any other written data, information, or materials provided to Customer including data, comments, and conclusions pertaining to the Professional Services performed pursuant to the Order. 1.11 “Documentation” means, for a particular Release of the Licensed Software, 3-GIS’ proprietary materials and written information applicable to such Release, which is generally included with such Release at no additional charge, whether provided as printed material, as a document file, or online. Documentation normally includes, but is not limited to, a user guide and release content letters . For the avoidance of doubt, Documentation does not include any sales or marketing literature or other documentation that is not generally delivered with a Release of the Licensed Software. All Documentation shall be provided in English. 1.12 “Effective Date” means the date and time the last of the executing Parties to the Agreement in fact executes the Agreement. 1.13 “Fixed Price Services” means Services provided for a fixed fee as set forth in the Order. 1.14 “Intellectual Property” means all forms of intellectual property including, but not limited to, patents, trademarks, copyrights, trade secrets, methodologies, logos, techniques, processes, know-how, formulae, algorithms, logic designs, screen displays, schematics, source and object code computer programs or software, documents, mask work rights, design, ideas, product information, inventions and improvements thereto (whether or not patentable), and all works of authorship fixed in any medium of expression (including any form of online, digital, or electronic medium), whether or not copyrightable and whether registered or not. 1.15 “Licensed Software” means the proprietary software of 3-GIS that is in fact licensed to Customer pursuant to the terms of this Agreement, provided in object code form only, along with any Documentation, all associated files, disk, CD-ROMs, or other media on which the Licensed Software is provided, and any modifications, derivatives, adaptations, or customizations thereof or related thereto, whether or not such modifications, derivatives, adaptations, or customizations are provided pursuant to Support Services or otherwise. 1.16 “Malicious Code” means a computer program or piece of code that intentionally corrupts computing systems, software, and/or computer networks, including any so-called “worms” or “viruses”. 1.17 “Named User” means an individual who is an employee or contractor of Customer authorized by Customer to use Licensed Software installed on the Customer’s system, for whom Customer has obtained DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 5 of 29 a license to the Licensed Software, and who has been supplied a unique Named User identification and password. 1.18 “Non-Production Environment” means the computing environment composed of hardware systems and software applications being used only for the Customer’s internal test, training, and development use. 1.19 “Order” means each documented purchase of any item or service referencing this Agreement and executed by authorized representatives of both Parties. 1.20 “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity. 1.21 “Professional Services” means the work, services, projects, assignments, or tasks 3 -GIS shall perform as specifically set forth in an Order. 1.22 “Service(s)” means Professional Services, and/or Support Services as described in an Order. 1.23 “Software Deliverable” means the instructions for a computer, whether in the form of source code, object code, executable code, firmware, or otherwise and whether tangible or intangible, that is provided to Customer as a result of the performance of the Professional Services. For the avoidance of doubt, neither 3-GIS licensed software products nor the Licensed Software are Software Deliverables. 1.24 “Specification” means the technical and functional requirements for a Service or Deliverable as included in an Order or as otherwise agreed to in writing by the Parties. 1.25 “Third Party” means any Person not a signatory to this Agreement. 1.26 “Third Party Software” means any software that is not 3-GIS IP. 1.27 “Time and Materials Services” means 3-GIS will perform the Professional Services set forth in an Order on a per unit of time basis until the project is either completed or the authorized time is exhausted, whichever comes first. 2. EFFECTIVE DATE. This Agreement is effective on the date this Agreement is signed by both parties (“Effective Date”) and is valid until the expiration or termination of the Agreement. 3. FEES AND EXPENSES. Customer shall pay 3-GIS (a) License Fees, (b) Maintenance Fees, (c) Support Services Fees, and/or (d) fees for all other Services as applicable in the amounts stated in an Order. The fees for Services may be either a fixed price fee or a time and materials fee based upon the actual time worked and the applicable fee schedule, as indicated in an Order. Customer shall also reimburse 3-GIS for all reasonable expenses incurred in connection with the provision of the Licensed Software or Services, including travel, lodging, meals, and telephone costs. Actual travel time will be charged for services requiring more than three (3) hours of travel each way. 3-GIS reserves the right to limit Services to no more than eight (8) hours within a 24-hour period. 4. BILLING. For license fees and for Fixed Price Services, 3-GIS shall submit invoices to Customer according to the invoicing schedule set forth in the applicable Order or, if no invoicing schedule is provided, upon delivery of the Licensed Software or initiation of the Fixed Price Service. For reimbursable expenses and Services provided under a time-and-materials fee, 3-GIS shall submit monthly invoices to Customer, and Customer shall pay 3-GIS for Services rendered and expenses incurred as set forth on such invoice. 5. PAYMENTS. Automated Clearing House (ACH) is the required form of payment. Payments to 3-GIS must be in United States dollars. Invoice number should be referenced for all payments. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 6 of 29 ACH: Depository Name 3-GIS, LLC 6766 S Revere Parkway, Suite 100 Centennial, CO 80112 Bank Address KeyBank National Association 1675 Broadway, Suite 1400 Denver, CO 80202 Bank Telephone Number: 720-904-4351 Bank Contact: Stephanie Jackson Routing Number ACH/Wire: 307070267 Account Number: 769681106159 International Wire Swift Code: KEYBUS33 Type of Account: Checking Please send an email to: ar@sspinnovations.com immediately following ACH payment. For all other questions or concerns, please send an email to ar@sspinnovations.com or by phone at 720-613-1480. Customer shall pay invoiced amounts within thirty (30) days of the date on the invoice. 3-GIS reserves the right to require Customer to secure an irrevocable, standby letter of credit from a bank acceptable to 3-GIS to support payments to 3-GIS for any order placed pursuant to this Agreement at Customer’s sole cost and expense. The letter of credit shall be in an amount as determined by 3 -GIS and may not expire prior to one hundred twenty (120) days from its issuance. 6. OVERDUE PAYMENTS. If Customer fails to make any payment when due then, in addition to all other remedies that may be available: (i) 3-GIS may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the maximum rate permitted under applicable law; and (ii) if such failure continues for thirty (30) or more days following any notice that a payment is overdue, 3-GIS may suspend performance of any service ordered pursuant to this Agreement, including returning any on-site personnel to their usual work locations, until all past due amounts and interest thereon have been paid. The costs and expenses of any ramp-down and any subsequent re-start occasioned by this clause (including travel expenses) shall be fully borne by Customer. 3-GIS shall incur no liability to Customer or any Person as a result of a suspension occasioned by this clause. 7. TAXES. Fees payable under this Agreement are exclusive of taxes. Customer shall pay or reimburse 3- GIS for all transactional taxes (“Transactional Taxes”), including but not limited to value added, income, withholding, sales, or use taxes, customs or import duties, or other transactional assessments or levies imposed by any authority, government or government agency in connection with this Agreement, but excluding any taxes imposed on the net income of 3-GIS. If 3-GIS, its subcontractors, and/or their respective employees are required to pay any Transactional Taxes in connection with this Agreement, the fees under this Agreement shall be correspondingly increased. If, after the effective date of this Agreement, there are changes or developments which may result in an increase in any Transactional Taxes, and/or any new Transactional Taxes are levied upon the transactions contemplated by this Agreement, or if the methods of administering or the rates of any such Transactional Taxes are changed, and such new taxes or modified Transactional Taxes result in an increased potential transactional tax liability for 3-GIS, its subcontractors, and/or their respective employees under this Agreement, the fees under this Agreement shall be correspondingly increased. If Customer fails to pay any fees under this DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 7 of 29 Agreement, or any associated taxes, duties, levies or assessments, Customer shall pay all reasonable expenses incurred by 3-GIS, in collecting these sums, including reasonable attorney’s fees, interest and penalties. Customer shall provide to 3-GIS a summary of all amounts withheld during the year no later than thirty (30) Business Days after December 31 of each year, addressed to: 3-GIS by SSP Innovations Attention: Accounts Receivable 6766 S Revere Parkway, Suite 100 Centennial, CO 80112 8. CONFIDENTIALITY/NON-DISCLOSURE 8.1 Use of Confidential Information. Confidential Information disclosed by either Party to the other in connection with the Agreement will be used by the recipient Party only for the performance of this Agreement. 8.2 Disclosure of Confidential Information. Confidential Information disclosed under this Agreement by one Party to the other will be protected by the recipient from further disclosure, publication, and dissemination to the same degree and using the same care and discretion as the recipient applies to protect its own confidential or proprietary information from undesired disclosure, publication and dissemination. Except as set forth in the following paragraph, neither Party will disclose the other’s Confidential Information to any Third Party, other than an Affiliate, without prior written consent from the other Party. If Confidential Information is required by law, regulation, or court order to be disclosed, the recipient must first notify the disclosing Party and permit the disclosing Party to seek an appropriate protective order. 8.3 Disclosure to Employees and Consultants. Confidential Information disclosed under this Agreement may be disclosed to a receiving Party’s employees (including contract employees) or consultants who participate in the Services if the employees and consultants have been made aware of their responsibilities under this Agreement and the consultants (including contract employees) have signed a statement agreeing to be bound by the terms of this Agreement with respect to confidentiality. 8.4 Misuse of Confidential Information. Either Party’s failure to fulfill the obligations and conditions with respect to any use, disclosure, publication, release, or dissemination of the other Party’s Confidential Information in violation of the terms of this Article entitled “Confidentiality/Non-Disclosure” constitutes a material breach of this Agreement. In that event the aggrieved Party may, at its option and in addition to any other remedies that it may have, terminate this Agreement, its obligations and any rights or licenses granted upon thirty (30) days written notice to the other Party. In addition to any other remedies it may have, the aggrieved Party has the right to demand the immediate return of all copies of Confidential Information provided to the other Party under this Agreement. The Parties recognize that disclosure of Confidential Information in violation of this Agreement will result in irreparable harm. Each Party shall have the right to injunctive relief in the event of a disclosure in violation of this Agreement. 9. ASSIGNMENT. Neither this Agreement nor any license, right, or obligation granted under this Agreement shall be assignable or transferable (through insolvency proceedings, by mergers, by operation of law, by purchase or otherwise) by Customer without the prior written consent of 3-GIS. No purported assignment or transfer of this Agreement or of any license, right, or obligation granted under this Agreement shall be effective without such written consent, which shall not be unreasonably withheld. 10. LIMITATION OF LIABILITY. IN NO EVENT WILL 3-GIS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF USE OR PRODUCTION, LOSS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 8 of 29 OF REVENUE, LOSS OF DATA, OR CLAIMS OF THIRD PARTIES EVEN IF 3-GIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCE WILL 3-GIS’ LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT THAT 3-GIS HAS BEEN PAID BY CUSTOMER ASSOCIATED WITH THE ORDER UNDER WHICH THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES HAS OCCURRED. 11. INDEMNIFICATION BY CUSTOMER. Customer agrees to indemnify, defend, and hold harmless 3-GIS, 3-GIS’ Affiliates, and 3-GIS’ employees and agents from any and all third party liability, claims, and or demands and all costs and expenses, including reasonable attorneys’ fees, in connection therewith, for or arising out of claims or lawsuits brought by third parties against 3-GIS, its Affiliates, its employees and agents based on: (i) Customer’s misuse of the Licensed Software, information or Deliverables provided under this Agreement, and or (ii) the possession or use by 3-GIS of any of the information, specifications, or data furnished to 3-GIS by Customer hereunder, which is claimed to constitute an infringement of a patent, copyright, trade secret, or other intellectual property right of any Third Party. 12. PUBLICITY. Except as expressly stated below, neither Party has any right or license to use in advertising, publicity, promotion, marketing, or other similar activity, any name, trade name, trademark, or other designation including any abbreviation, contraction, or simulation of the other without the prior, express, written permission of the other Party. Notwithstanding the foregoing, (i) 3-GIS may identify Customer as a 3-GIS customer and user of products and services provided under this Agreement without the prior written consent of Customer and (ii) Customer may identify 3-GIS as a vendor of the products and services provided under this Agreement without the prior written consent of 3-GIS. Further, Customer agrees that 3-GIS may issue a press release announcing the signing and general subject matter of this Agreement and the Services. Customer is prohibited from removing or obscuring any Esri patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any 3-GIS Software Deliverables, output, metadata file, or online or hard-copy attribution page of any data that is sourced from Esri or an Esri contributor with respect to 3-GIS Software Deliverables. 13. WAIVER. The failure of either Party at any time to enforce any of the provisions of this Agreement or any right under this Agreement, or to exercise any option provided, will in no way be construed to be a waiver of the provisions, rights, or options, or in any way to affect the validity of this Agreement. The failure of either Party to exercise any rights or options under the terms or conditions of this Agreement will not preclude or prejudice the exercising of the same or any other right under this Agreement. 14. FORCE MAJEURE. 14.1 3-GIS shall not be liable or responsible to the Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond 3-GIS’ control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, explosion, earthquake, epidemics, pandemics, or quarantines; (c) war, invasion, hostilities or war-like actions (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, action, or shutdown; (e) laws, actions, embargoes, or blockades in effect after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, labor shortages, or other industrial disturbances; and (i) shortage of adequate power, communication, or transportation facilities. 14.2 The impact of a Force Majeure Event on a 3-GIS supplier or subcontractor shall be considered to be a Force Majeure Event on 3-GIS. 14.3 In case of a Force Majeure Event, 3-GIS’ performance shall be extended by a reasonable period of time corresponding to the delay caused by the Force Majeure Event. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 9 of 29 15. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama without giving effect to any cho ice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Alabama. Any legal suit, action, or proceeding arising out of or related to this Agreement or any license or service provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Alabama in each case located in the city of Decatur and County of Morgan, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded in its entirety, and the Parties expressly agree not to be governed by the Uniform Computer Information Transactions Act or similar laws. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. 16. DISPUTE RESOLUTION. 16.1 Resolution Protocol. In the event of any controversy, claim, or dispute between the Parties arising under this Agreement that cannot be settled at the project manager level, the Parties shall first attempt to resolve the dispute at the business unit director level. Upon the written request of any Party (each a “Dispute Notice”), the other Party shall, within five (5) Business Days, designate an authorized representative for the purposes of resolving any dispute. If no authorized representative is designated within five (5) Business Days, the authorized representative shall be the Party’s signatory of this Agreement. If the dispute is not resolved at this level within ten (10) Business Days of the written request, the Parties shall attempt to resolve the dispute at the division president or equivalent level, for an additional period of ten (10) Business Days. Prior to the initiation of arbitration, all good faith efforts shall be made by the Parties to resolve all disputes on an informal basis. 16.2 Arbitration. To the extent any controversy, claim, or dispute is not resolved through the process outlined in the previous section and remains unresolved, the Parties agree that all such unresolved controversies, claims, or disputes or the breach of this Agreement, including questions concerning the scope and applicability of this dispute resolution provision, shall be finally settled by arbitration in Decatur, Morgan County, Alabama, pursuant to the rules then applying of the American Arbitration Association and the laws of the State of Alabama. The decision or award in writing of the arbitrator shall be binding and conclusive on the Parties to this Agreement and may if necessary be enforced by any court h aving jurisdiction in the same manner as a judgement in such court. The Parties undertake and agree that all arbitral proceedings conducted under this section shall be kept strictly confidential, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings. 16.3 Injunctive Relief. Notwithstanding the foregoing, either Party may, before or during the exercise of the dispute resolution procedures set forth above, apply to a court identified in the section entitled “Governing Law and Jurisdiction” for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of the dispute resolution procedures. 16.4 Continued Performance. Compliance with this article entitled “Dispute Resolution” shall not relieve either Party from compliance with any other obligation set out in this Agreement. Unless otherwise provided in this Agreement or except where clearly prevented by the issue in dispute, the DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 10 of 29 Parties agree to continue performing their respective obligations under this Agreement during dispute resolution proceedings. 17. COMPLIANCE WITH LAWS. Customer agrees to comply with all applicable laws and is responsible, at its sole cost and expense, for obtaining any and all governmental licenses, permits, authorizations, passes and approvals that may be required in connection with this Agreement. 18. CUSTOMER’S REEXPORT OBLIGATIONS. 18.1 Customer acknowledges that any services, commodities, software, and/or technical data provided under this Agreement shall be subject to the Export Administration Regulations (the “EAR”) administered by the United States Commerce Department, and that any export or reexport thereof must be in compliance with the EAR. Any technology provided by 3-GIS that is controlled for export purposes, may require prior approval by the appropriate U.S. Government agency. Should this technology provided by 3-GIS be export controlled, Customer will be bound by U.S. export statutes and regulations and shall comply with all export control requirements. Customer agrees that it shall not export or reexport, directly or indirectly, either during the term of this Agreement or after its expiration, any commodities, software and/or technical data (or direct products thereof) provided under this Agreement in any form to any person, entity, or location in violation of the EAR, or to destinations that are otherwise controlled or embargoed under United States law. 18.2 This Agreement is subject to the receipt of any approvals and/or consents required by applicable government agencies and authorities as may be required for the consummation of the transactions contemplated by this Agreement. 3-GIS shall have no liability to Customer for failure to deliver any deliverable or service under this Agreement as a result of the refusal of any governmental agency to issue any necessary approvals and consents for the delivery or performance of any such product, software, Deliverable or Service. 18.3 Customer is responsible for complying with any applicable laws in the jurisdiction(s) where Customer is located and where Customer is using the Licensed Software, including but not limited to data security, privacy, and export and import laws. 19. TERMINATION FOR CAUSE. 3-GIS shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately upon written notice to Customer, if Customer: (a) is in material or persistent breach of any of its obligations under this Agreement and either the breach is incapable of remedy or Customer has failed to remedy such breach within thirty (30) days after receiving written notice requiring it to remedy such breach; or (b) (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 20. SURVIVAL. The terms and conditions of this Agreement regarding confidentiality, payment, warranties, liability, dispute resolution, export laws, the terms of any license grant, as well as any other terms of this Agreement that by their sense and context are intended to survive the execution, delivery, DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 11 of 29 performance, termination, or expiration of this Agreement shall survive and remain in effect after expiration or termination of the Agreement, and shall apply to any permitted successors and assigns. Upon termination of the Agreement, the provisions of the Agreement, including those in the preceding sentence, which by their express terms survive termination, shall remain in full force and effect. 21. SEVERABILITY. If any provision of this Agreement or is void, voidable, unenforceable, or illegal in its terms, but would not be so if it were rewritten to eliminate such terms that were found to be voidable, unenforceable, or illegal and such rewrite would not affect the intent of the provision, then the provision must be rewritten to be enforceable and legal. 22. HEADINGS. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 23. ENGLISH LANGUAGE. Unless otherwise explicitly stated in an Order, 3-GIS shall provide all Services, materials, and Documentation in the English language. 24. ORDER OF PRECEDENCE. The terms of this Agreement shall be considered incorporated into each Order executed pursuant to the terms of this Agreement. In the event of any conflict or inconsistency among documents related to this Agreement, the following order of precedence shall be used to determine the resolution of the discrepancy, unless both Parties mutually agree in writing to an alternative decision. The order of precedence for between documents shall be as follows, from highest precedence to lowest precedence: a) An Order, as amended or modified by a Change Order (however, no Order shall be considered an amendment to this Agreement); b) Any amendments to this Agreement; c) Any exhibits or attachments to the Agreement; and d) The General Terms and Conditions of the Agreement. 25. NOTICES. Any notice, request, consent, claim, demand, waiver, or other communication under this Agreement have legal effect only if in writing and addressed to a Party as follows (or to such other address or such other person that a Party may designate from time to time upon notice to the other Party): City of Waterloo and Waterloo Fiber 3-GIS, LLC Chris Youngblut Dean Perry Director of Technology Chief Business Development Officer 625 Glenwood St 6766 S. Revere Parkway Waterloo, IA 50703 Suite 100 Centennial, CO 80112 Tel. No. Phone: 319-291-4598 Tel. No. (256) 560-0744 Notices sent in accordance with this Article 25 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (c) when received if sent by certified or registered US Mail, return receipt requested and postage prepaid. 26. INTERPRETATION. For purposes of this Agreement: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 12 of 29 words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. 27. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof. This Agreement supersedes any and all prior discussions and/or representations, whether written or oral, and no reference to prior dealings may be used to in any way modify the expressed understandings of this Agreement. Any future representations, promises and verbal agreements related to the products, product features, future product enhancements, product functionality, or services covered by this Agreement will be of no force or effect unless reduced in writing and made a part of this Agreement. This Agreement may not be amended or modified unless so done in writing signed by authorized representatives of both Parties. Any and all amendments to this Agreement shall specifically reference the fact the amendment is intended to alter the terms and conditions set forth herein. No Change Order or Specification shall affect the terms and conditions set forth herein. All terms and conditions printed on a Customer’s PO are void, even if issued subsequent to the effective date of this Agreement, and no term or condition printed on a Customer’s PO shall be deemed to constitute a change to this Agreement or impose a term or condition on 3-GIS, its Affiliates, or any other Person. END OF GENERAL TERMS AND CONDITIONS REMAINDER OF PAGE IS LEFT BLANK INTENTIONALLY DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 13 of 29 ATTACHMENT A - LICENSED SOFTWARE TERMS AND CONDITIONS The additional terms and conditions set forth in this Attachment A and the General Terms and Conditions of the Agreement shall govern the licensing and use of 3-GIS Licensed Software as described in an Order. 1. DEFINITIONS. 1.1 “Authorization Code(s)” means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings. 1.2 “Backup License” means a type of license that is installed in a cold standby environment intended to support a manual switchover of the Licensed Software product in the event of failure of the Production License environment. Each Backup License requires a corresponding Production License and the duration of the Backup License shall not exceed the term of the applicable Production License. 1.3 “Non Production License” means a software license type that is installable and useable for software development and/or testing environment. 1.4 “Production License” means the license(s) of the Licensed Software product provided to Customer for general production use as authorized by the Agreement. 1.5 “Release” means a particular, numbered version of the Licensed Software. 2. TITLE TO LICENSED SOFTWARE. The Licensed Software and Documentation are licensed, not sold, to Customer by 3-GIS and Customer does not have under or in connection with this Agreement any ownership interest in the Licensed Software or Documentation. Title, copyright, and all other ownership rights to the intellectual property in the Licensed Software and Documentation, including any modifications or customization thereof made hereunder, remains in 3-GIS. Title to Third Party Software remains with the licensor of such Third Party Software. 3. SYSTEM REQUIREMENTS. The Technical Operating Environment (“TOE”) means the hardware and software that is necessary for the proper operation of the Licensed Software, as stated in the current Documentation. Customer is responsible for licensing, procuring, installing, and maintaining the required TOE. 4. LICENSE GRANT. 4.1 Customer is hereby granted a personal, limited duration, nontransferable, and nonexclusive license to use the Licensed Software solely in conjunction with the license duration and the number of Named Users stated in an Order and solely for Customer’s internal business purposes. Additionally, Customer is granted a concurrent personal, nonexclusive, and nontransferable right to use the Documentation solely for Customer’s internal business purposes only for the license duration set forth in the Order. 5. LICENSE RESTRICTIONS. The Licensed Software and Documentation are subject to the following license restrictions: (a) Customer may make one (1) archival or backup copy of the Licensed Software only for the license duration set forth in the Order. (b) Customer may make copies of the Documentation solely for its internal use only for the license duration set forth in the Order. (c) Customer shall not remove or obscure any copyright, trademark notice or restrictive legend on the Licensed Software or Documentation. Customer shall reproduce such notices and legends DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 14 of 29 on any copy of the Licensed Software or Documentation which Customer makes pursuant to the terms of this Agreement. (d) No additional title or rights are transferred or implied, although a licensed right to use is granted. (e) Except as may be explicitly agreed in any contract between 3-GIS and Customer, 3-GIS reserves the right, in any way and without notice, to revise, not revise, update, or modify the Licensed Software, or the information upon which the Licensed Software was based, and assumes no responsibility for: (i) protecting the Licensed Software against obsolescence, (ii) providing any additional functionality in the Licensed Software, (iii) maintaining the Licensed Software, or (iv) providing other services with respect to the Licensed Software. (f) Customer shall not: (i) sell, distribute, assign, transfer, lend, or lease the Licensed Software; or (ii) reverse engineer, decompile, or disassemble the Licensed Software; (iii) use the Licensed Software in any manner that exceeds the usage limits or license duration as stated in an Order; (iv) make the Licensed Software available to anyone other than Named Users; (v) distribute Authorization Codes to any Third Party; (vi) make any attempt to circumvent the technological measure(s) that control access to the Licensed Software; (vii) use the Licensed Software to store or transmit infringing, libelous, tortious, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy or intellectual property rights; (viii) unbundle or independently use individual component parts of a bundled Licensed Software solution; (ix) store or transmit Malicious Code; (x) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof; or (xi) access the Licensed Software to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions, interfaces, or graphics, (3) copy any ideas, features, functions, interfaces, or graphics of the Licensed Software or (4) determine whether the Licensed Software is within the scope of any patent. (g) Licensed Software is subject to usage limits. Unless otherwise explicitly stated in an Order: (i) a quantity in an Order refers to Named Users, and the Licensed Software may not be accessed by more than that number of Named Users, (ii) a Named User’s user name, password, or any other Named User login credential may not be shared with any other individual, (iii) except as set forth in an Order, a Named User identification may only be reassigned to a new individual replacing one who will no longer use the Licensed Software, and (iv) Customer may not add a Third Party as Named User, other than a Third Party included within the definition of Named Users and subject to the terms of use applicable to the Licensed Software. If Customer exceeds a contractual usage limit, 3-GIS may work with Customer to seek to reduce Customer usage so that it conforms to that limit. If, notwithstanding 3-GIS efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute a Change Order for additional quantities of the applicable Licensed Software promptly upon 3-GIS delivery of the same. 6. INDEMNIFICATION BY 3-GIS. 6.1 3-GIS shall defend so much of any Third Party claim, action, or suit brought against Customer to the extent that such claim, action or suit alleges that the Licensed Software, or the use or possession of the Licensed Software, infringes or violates any existing United States patent or United States copyright. 3- GIS shall pay, indemnify, and hold Customer harmless (up to the total of the license fees received by 3 - GIS under this License Agreement) from and against any and all settlements agreed to by 3-GIS or final judgments which are attributable to such claims, including costs, damages and reasonable attorney’s fees DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 15 of 29 as finally awarded or agreed to in such settlements, provided, however, Customer notifies 3-GIS promptly, in writing, of such claim and grants 3-GIS sole control of the defense and all negotiations for settlement or compromise of such claim. 6.2 In the event an injunction is obtained against Customer’s use of the Licensed Software, or, in 3-GIS’ opinion, it appears likely that such an injunction will be obtained, 3-GIS shall, at its option: (i) secure Customer’s right to continue using such Licensed Software, (ii) replace or modify such Licensed Software to make it non-infringing, without altering its capabilities and functioning in the computer in which it was installed, or, if neither option (i) nor (ii) is commercially reasonable, then (iii) terminate/cancel Customer’s licenses and rights and refund Customer an amount representing the value of the unused portion of the license for the Licensed Software. The value of such unused portion of the license shall be a pro rata portion of the license fees actually paid by Customer to 3-GIS under this License Agreement and shall be determined by depreciating such fees over five years beginning with the initial delivery of the Licensed Software. Such license fees shall not include any fees for services or Maintenance. 6.3 The defense, indemnification, and other obligations of 3-GIS pursuant to this Article entitled “Indemnification By 3-GIS” do not apply to the extent that: (i) Customer modifies the Licensed Software and such modification causes such infringement; (ii) Customer uses the Licensed Software in a manner not permitted or contemplated under this Agreement and such use causes the alleged infringement; (iii) Customer is violating the license terms applicable to the Licensed Software; or (iv) the alleged infringement arises from events or circumstances outside of 3-GIS’ commercially reasonable control (including any third-party hardware, data, or software). 6.4 3-GIS shall have no liability of any kind to Customer with respect to intellectual property infringement in connection with Third Party software or intellectual property provided to Customer pursuant to this Agreement. 6.5 This article entitled “Indemnification By 3-GIS” sets forth 3-GIS’ entire liability with respect to intellectual property infringement. 7. LIMITED WARRANTIES AND DISCLAIMER OF WARRANTIES 7.1 Licensed Software Warranties. 7.1.1 3-GIS warrants that the first instance of a Licensed Software product delivered to Customer will operate in substantial conformance with the Documentation for ninety (90) days after delivery or installation by 3-GIS. If a breach of the foregoing warranty occurs, Customer’s sole and exclusive remedy shall be, at 3-GIS’ option, (a) replacement of the nonconforming Licensed Software within a commercially reasonable time, or (b) treatment of the Defect in accordance with the procedures set forth in Attachment C, provided Customer notifies 3-GIS in writing of the non-conformance within ninety (90) days of the date of shipment. The foregoing warranty is void if the Licensed Software has been modified by other than 3- GIS or its Affiliates and such modification causes or contributes to the nonconformance. 7.1.2 3-GIS warrants that the media for the Licensed Software as delivered to Customer is free from defects in materials and workmanship. If a breach of the foregoing warranty occurs, Customer’s sole and exclusive remedy and 3-GIS’ sole and exclusive obligation will be to replace the media for the Licensed Software within a commercially reasonable time and without charge to Customer, provided Customer notifies 3-GIS in writing of the defect in the media within thirty (30) days of the date of shipment. 7.2 Third Party Software. THIRD PARTY SOFTWARE, INCLUDING, BUT NOT LIMITED TO, OPEN SOURCE SOFTWARE, IS PROVIDED ON AN “AS IS” BASIS. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 16 of 29 8. DISCLAIMER OF WARRANTIES. THE FOREGOING WARRANTIES AND, IF APPLICABLE, THE SERVICES WARRANTY SET FORTH IN ATTACHMENT D BELOW, ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS. ALL OTHER CONDITIONS, WARRANTIES, OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW, OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF 3-GIS HAS BEEN AWARE OF SUCH PURPOSE, AND, THE WARRANTY AGAINST INFRINGEMENT OF PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS. 9. TERMINATION/CANCELLATION. If Customer breaches one or more of its obligations hereunder, 3 -GIS may, upon its election and in addition to any other remedies that it may have, terminate/cancel the license and rights granted to Customer under this License Agreement by not less than thirty (30) days written notice to Customer specifying any such breach, unless within the period of such notice all breaches specified therein have been remedied. Upon termination/cancellation of the license and rights granted hereunder, Customer shall cease using the Licensed Software and destroy or return all Licensed Software furnished hereunder, including any copies, and certify such destruction or return in writing to 3-GIS. Such termination/cancellation shall not affect any obligations of Customer incurred prior to such termination/cancellation, nor shall 3-GIS have any obligation to refund any monies paid to it hereunder. The termination/cancellation rights of 3-GIS provided herein are in addition to all other rights and remedies available to 3-GIS. Upon any such termination/cancellation, any 3-GIS obligation hereunder shall terminate/cancel automatically. 10. THIRD PARTY BENEFICIARY. Owners of any Third Party Software embedded into the Licensed Software or bundled with a Licensed Software solution are third party beneficiaries of this Agreement. 11. THIRD PARTY COMPONENTS. In the event the Oracle JDBC Driver is included in the Licensed Software solution, Customer shall not redistribute the Oracle JDBC Driver or its documentation. END OF SOFTWARE LICENSING TERMS AND CONDITIONS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 17 of 29 ATTACHMENT B - ADDENDUM FOR GOOGLE STREET VIEW TILE ACCESS Only in the event that Customer orders Google Street View licensed tile access as indicated in an Order, the following additional terms and conditions apply to Customer’s Licensed Tile Access (as such term is defined below). 1. LICENSE GRANT. 1.1 In accordance with the Customer’s order as set forth in an Order, and upon payment of the associated fee set forth in an Order, Customer is hereby granted a personal, limited duration, nontransferable, and nonexclusive license to access Google Street View Tiles exclusively through the 3- GIS Web application (“Licensed Tile Access”). 2. DURATION OF THE LICENSE. The fixed duration of the Licensed Tile Access runs concurrently with the fixed license duration of for Google Street View Tiles as set forth in the applicable Order. 3. TITLE. Title to the Google Maps Tile API Service and the Google Street View Tiles remains at all times with Google. 4. SPECIAL TERMS AND CONDITIONS. Notwithstanding anything in the Agreement to the contrary: 4.1 The following terms and conditions applicable to Licensed Tile Access, Google Maps, Google Street View, and Google Earth (each a “Google Service” and collectively the “Google Services”) are incorporated by reference as if they were fully set out herein, and are listed in order of precedence if there is a conflict between such terms: (i) the Google Services’ Acceptable Use Policy at https://cloud.google.com/maps- platform/terms/other/universal-aup/; (ii) the Google Services’ Legal Notices at https://maps.google.com/help/legalnotices_maps/; and (iii) the Google Services’ Additional Terms of Service at https://maps.google.com/help/terms_maps.html. Customer shall use the Google Services in a manner that is consistent with these above-referenced terms and conditions and shall compel all of its users to do the same. 4.2 Use of Licensed Tile Access shall be limited strictly to obtaining access of Google Services through the 3-GIS Web application. 4.3 The base fee for the Licensed Tile Access is set forth in an Order. Google and Street View are the registered trademarks of Google LLC. ©2018 Google LLC All rights reserved. END OF ADDENDUM FOR GOOGLE STREET VIEW TILE ACCESS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 18 of 29 ATTACHMENT C – BASE MAINTENANCE TERMS AND CONDITIONS The following are 3-GIS’ additional terms and conditions for Base Maintenance. Base Maintenance is defined as and limited to the following services: (1) correction of material Defects in accordance with this Attachment C and (2) providing Base Maintenance Releases. Under Base Maintenance, and strictly with regard to the Licensed Software, Customer is entitled to the services set forth hereunder. 1. DEFINITIONS 1.1 “Acknowledgment” or “Acknowledge” means a response to Customer by an employee of 3-GIS that he or she is gathering Problem Determination information in response to a Problem reported by Customer. 1.2 “Base Maintenance Period” means a period beginning at the conclusion of the previous Base Maintenance Period for Base Maintenance renewals and continuing for the period set forth in an Order of this Agreement or, if no period is set forth, for one calendar year. 1.3 “Major Releases” means new or supplemental releases of the Licensed Software that are provided at no additional charge to purchasers of Base Maintenance and which include only limited additional functionality and/or contain corrections to the License Software provided as part of Base Maintenance. Base Maintenance Releases are not Enhancement Releases. 3-GIS and its licensors have sole discretion in determining whether a Release is an Enhancement Release or a Base Maintenance Release and t he schedule for and content of any such release. 1.4 “Defect” means a condition in the Licensed Software that causes the Licensed Software to substantially fail to conform to Documentation in effect on the date of delivery of the Licensed Software. An error in the Documentation is not a Defect of the License Software. If the Documentation is determined to be in error, it will be corrected and provided to the Customer. 1.5 “Documentation” shall have the meaning set forth in Attachment A, “Licensed Software Terms and Conditions.” 1.6 “Problem” means a condition reported by Customer to 3-GIS or identified by 3-GIS in which the Licensed Software appears to not be functioning in substantial conformance with the Documentation. 1.7 “Problem Determination” means 3-GIS’ isolation of a Problem as either (a) a Defect or (b) a problem of another nature which has adversely affected the performance of the Licensed Software, (e.g., operational errors, database, hardware, or firmware issues, interfacing products, Third Party Software, etc.). 1.8 “Severity 1 Problem” means the Licensed Software is completely inoperable. 1.9 “Severity 2 Problem” means the Licensed Software is usable, but an essential component of the Licensed Software is inoperable or malfunctioning. 1.10 “Severity 3 Problem” means the Licensed Software is usable, but a nonessential component is inoperable or malfunctioning. 2. PROBLEM REPORTING INFORMATION. 2.1 Reporting Information. Customer is responsible for reporting all Problems through JIRA (support ticket system) and providing the following information in the Problem report: a) call-back telephone number; b) version number; DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 19 of 29 c) nature of the situation; d) assessment of Severity level as described above; e) description/history of the Problem and Customer’s efforts to resolve it (if any); f) Software access and diagnostic reports (if applicable); and g) any other information reasonably required by 3-GIS to diagnose the Problem. 2.2 Problem Identification. Prior to reporting Customer shall: a) identify the Problem and the part(s) of the Licensed Software believed to be the source of the Problem b) determine that all known corrections or workarounds provided through Customer Support or contained in Knowledge Base which pertain to the Problem have been applied; and c) collect necessary and available supporting documentation for use by 3-GIS in diagnosing the Problem. 2.3 Problem Diagnosis Coordination. If Customer reports a Problem, Customer will be responsible for providing necessary materials (e.g., remote dial-in access, database access, printouts) required by 3-GIS to diagnose the Problem in an efficient manner. 2.4 Acknowledgement of Severity Level. 3-GIS will respond to the Customer to Acknowledge the severity level of the Problem within the time frames set forth below. After investigation, 3-GIS may change the severity level for that Problem. After Acknowledgement, 3-GIS will make a Problem Determination. If 3- GIS determines that the Problem is not a Defect, 3-GIS will inform Customer that the Problem is outside the scope of Base Maintenance. 3-GIS will then inform Customer that any further services related to the Problem, if offered and provided by 3-GIS, shall be charged at 3-GIS’ then current rates for time and materials services. 2.5 Severity 1 Problem (i) 3-GIS will Acknowledge a Severity 1 Problem within one (1) Business Day, on average. (ii) If 3-GIS makes a Problem Determination that the Severity 1 Problem is due to a Defect, 3 -GIS will use commercially reasonable efforts to electronically or telephonically provide or communicate a correction or workaround for the Defect within 3 Business Days, on average, of such Problem Determination. Customer must have knowledgeable staff available to aid in the investigation and must apply the Licensed Software correction or workaround as soon as it is provided by 3-GIS. 2.6 Severity 2 Problem (i) 3-GIS will Acknowledge this level Problem within two (2) Business Days on average. (ii) If 3-GIS makes a Problem Determination that the Severity 2 Problem is due to a Defect, 3 -GIS will use commercially reasonable efforts to electronically provide a correction or workaround for the Defect within 10 Business Days, on average, of such Problem Determination or provide Customer with written notice within that time that the effort will require further research, resources, or analysis. Customer must have knowledgeable staff available to aid in the investigation and must apply an agreed upon Licensed Software correction or workaround as soon as it is provided by 3-GIS. 2.7 Severity 3 Problem (i) 3-GIS will Acknowledge this level Problem within three (3) Business Days on average. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 20 of 29 (ii) If 3-GIS makes a Problem Determination that the Severity 3 Problem is due to a Defect, 3-GIS will evaluate the Defect for possible inclusion of a correction or workaround in a future Base Maintenance Release. 2.8 All Base Maintenance-related communications will be conducted in English. 3. THIRD PARTY SOFTWARE MAINTENANCE In the event that 3-GIS determines that a Problem is caused by Third Party Software bundled or embedded in the Licensed Software, as Customer’s sole and exclusive remedy 3-GIS will report such Problem to the licensor of such Third Party Software and supply Customer with any corrections or workarounds that such licensor provides to 3-GIS. Notwithstanding anything else in this Agreement, if a licensor of 3-GIS does not provide support to 3-GIS for the Third Party Software for any reason, 3-GIS shall have the option to terminate Base Maintenance. In such event, 3-GIS shall refund Customer an amount representing the value of the unused portion of the Base Maintenance. Such value shall be a pro rata portion of the Base Maintenance fees actually paid by Customer to 3-GIS under this Base Maintenance Agreement and shall be determined by depreciating such fees on a monthly basis over the Base Maintenance Period. 4. INSTALLATION AND SUPPORT OF BASE MAINTENANCE RELEASES. Customer is responsible for installing all Major Releases within three (3) months of the issuance date of such release of the Licensed Software. 3-GIS will no longer maintain prior Major Releases three (3) months after the issuance date of the current Base Maintenance Release and therefore the Customer may be required to upgrade if an existing issue or bug requires code modifications to a prior release. 5. MODIFICATION OF LICENSED SOFTWARE. If Customer modifies the Licensed Software outside the prescribed methods outlined in the Documentation, 3-GIS will not continue to provide Base Maintenance for the Licensed Software. END OF BASE MAINTENANCE TERMS AND CONDITIONS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 21 of 29 ATTACHMENT D - SERVICES TERMS AND CONDITIONS The additional terms and conditions set forth in this Attachment D and the General Terms and Conditions of the Agreement shall govern the provision of 3-GIS Services as described in an Order. 1. ALLOCATION OF INTELLECTUAL PROPERTY AND GRANT OF LICENSES 1.1 License to Use the Deliverables. Subject to the restrictions set forth below and in an Order, 3-GIS grants to Customer a personal, nontransferable, nonexclusive license to use and copy the Deliverables solely for Customer’s internal business purposes including providing services and Deliverables for its customers as identified in an Order. This license shall include the right for the Customer to permit access to the Deliverable to Customer’s consultants, contractors, or suppliers who as part of their agreement with Customer have a need to receive or use copies of such Deliverables as long as such consultant, contractor, supplier, or customer is subject to an agreement requiring such consultant, contractor, or supplier to maintain the confidentiality of the Deliverable, and which limits the use of the Deliverable by the consultant, contractor, or supplier to providing services to Customer. Customer shall include a 3 -GIS copyright notice on all copies of Deliverables. The Services and any Deliverables are not “work for hire” and 3-GIS shall own all right, title, and interest to the Deliverables. No direct or indirect ownership interest, license right, or usage right in the Services or Deliverables are granted or created by implication. 1.2 Ownership of Newly Created Intellectual Property. Any Intellectual Property, including any patentable or unpatentable discoveries, ideas, including methods, techniques, know-how, concepts, or products (“Invention”) or any works fixed in any medium of expression, including copyright and mask work rights (“Works of Authorship”) created during the course of the Services shall be the sole and exclusive property of the creating Party. 1.3 No Rights By Implication. No direct or indirect ownership interest or license rights in Inventions, Works of Authorship, or other Intellectual Property, including software or patents, are granted or created by implication in this Agreement. Any grant of an ownership interest or license rights in an Invention, Work of Authorship or other Intellectual Property including software or patents must be negotiated in a separate agreement. 3-GIS will use reasonable efforts to inform Customer of any 3-GIS owned Inventions, Works of Authorship, or other Intellectual Property that 3-GIS believes may be necessary for Customer to use the Deliverable or to meet the purposes set forth in this Agreement. 1.4 License Restrictions. Except as specifically otherwise provided in this Agreement or an Order, Customer shall not make, sell, translate, export, license, sublicense, localize, use with any time-sharing or for service bureau arrangements, or transmit to any person outside of Customer’s internal business organization or Affiliates the Deliverables. Customer shall not reverse engineer, decompile, disassemble, or apply any process, technique, or procedure or make any attempt to ascertain or derive the source code of the Deliverables. If the Services performed hereunder involve the customization of a 3-GIS software application, Customer acknowledges and agrees that the Deliverables may only be used in connection with such software, and such software is licensed pursuant to a separate license agreement between the Parties for an additional fee. Unless otherwise provided in an Order, nothing in this Agreement grants Customer a license to use 3-GIS software products. 1.5 Third Party Software. Customer agrees to execute any applicable Third Party end user license agreement for Third Party Software that is delivered to Customer as part of an Order. Any Third Party Software furnished to Customer by 3-GIS shall remain the property of the respective Third Party. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 22 of 29 1.6 Similar Work for Other Customers. 3-GIS may perform the same or similar services for others, including providing the same or similar conclusions and recommendations provided that Customer Confidential Information is not disclosed. 1.7 3-GIS Know-How. Customer acknowledges that during its normal course of dealings with 3-GIS, 3-GIS and its personnel may create, develop, or become acquainted with certain ideas, concepts, methods, techniques, processes, and skills (collectively referred to as “Know How”) pertaining to the products and services developed and provided to Customer under this Agreement. Customer hereby agrees that 3-GIS shall be entitled to use, disclose, distribute, and otherwise employ any such Know How in conducting its business, including the performance of services and development of software for other customers. 2. CUSTOMER’S RESPONSIBILITIES 2.1 Access to Premises and Information. During the performance of any Service pursuant to an Order, Customer shall: ● Cooperate with 3-GIS in all matters relating to the Services and appoint a Customer employee to serve as the primary contact with respect to the Services and who will have the authority to act on behalf of Customer with respect to matters pertaining to the performance of this Agreement; ● Provide such reasonable requested access to and use of the premises (including weekend and after-hours access), equipment, or software of Customer, its customer, and/or any other Third Party as 3-GIS deems necessary to perform the Services, including appropriate work space accommodations, office supplies, network connectivity, telephone service, and meeting room facilities; ● Provide such documentation or other information as 3-GIS may request in order to carry out the Services in a timely manner and ensure that such documentation or other information is complete and accurate in all material respects; and ● Review and provide timely feedback to 3-GIS on all Deliverables and provide qualified technical personnel to support 3-GIS as needed during performance of the Services. 2.2 Responsiveness. Customer shall respond promptly to any 3-GIS request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for 3-GIS to perform Services and fulfill this Agreement, including the associated schedule. 2.3 Customer Data. Customer is solely responsible for ensuring its systems, software, and data are adequately backed up prior to 3-GIS executing the Services. In the unlikely event of data loss or corruption, the Customer will be responsible for restoring its systems, software, and/or data back to their original state. 2.4 Additional Responsibilities. Any additional Customer responsibilities will be described in an Order or a Specification. 3. WARRANTY AND DISCLAIMER OF WARRANTIES 3.1 Warranty. 3-GIS warrants that the Services and Deliverables provided will substantially conform to the applicable Specification(s) associated with such Services and Deliverables as set forth in an Order or other mutually-agreed Specification document, and the Services will be performed in a professionally diligent manner by qualified personnel (“Satisfactory Work”). DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 23 of 29 3.2 Correction of Unsatisfactory Work. 3-GIS will respond with qualified personnel to any Service or Deliverable which is not Satisfactory Work that has been reported by Customer within thirty (30) days of the performance of a Service or receipt of a Deliverable. 3-GIS will reperform the Service or provide a revised Deliverable at no additional charge to Customer. 3.3 Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ATTACHMENT, 3-GIS: 3.3.1 MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ALLEGED TO ARISE AS A RESULT OF CUSTOM AND USAGE; 3.3.2 DISCLAIMS ALL OTHER CONDITIONS, WARRANTIES, OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW, OR OTHERWISE; AND 3.3.3 NEITHER ASSUMES NOR ACCEPTS ANY LIABILITY TO CUSTOMER OR ITS CUSTOMERS WITH RESPECT TO THE QUALITY OR SUFFICIENCY OF ANY RESULTS TO BE ACHIEVED BY THE USE OF THE SERVICES AND ANY DELIVERABLES OR OTHER INFORMATION FURNISHED TO CUSTOMER. 3.4 Post Warranty Maintenance. Customer shall be responsible for the maintenance of any Deliverables provided. In the event Customer elects to have 3-GIS perform such maintenance, such maintenance must be explicitly provided pursuant to a separate order. 3.5 Time and Materials Limitations. For Time and Materials Services, the Services will be provided up to the maximum amount of time as stated in an Order. 3-GIS shall have no obligation to work beyond the number of hours set forth in an Order. 3-GIS cannot commit to firm Deliverables, guaranteed results, or a fixed schedule of performance on a Time and Materials Services engagement. 3-GIS will apply diligent effort to the purpose stated in an Order or in an applicable Specification; however, should the Services require more time than estimated, 3-GIS will require a Change Order prior to performing additional Services. 4. INDEMNIFICATION PROVISIONS 4.1 3-GIS’ Obligations. Subject to the limitations set forth in this article entitled “Indemnification Provisions” and the limitation of liability provisions set forth elsewhere in this Agreement, 3-GIS will defend, at its expense, an action, suit, or proceeding brought against Customer by a Third Party (“Claim”), and indemnify Customer from any judgments, settlements, and reasonable attorney’s fees resulting therefrom, to the extent such Claim is (i) attributable to bodily injury, death, or physical damage to tangible property caused by 3-GIS’ negligent acts or omissions arising under this Agreement; or (ii) based upon an allegation that the final version of a Software Deliverable, as of its delivery date, infringes a valid United States patent, copyright, or trademark, or misappropriates a Third Party’s trade secret (“Infringement Claim”). 4.2 Conditions. 3-GIS’ defense and indemnification obligations are conditioned upon: ● Customer providing prompt written notice to 3-GIS in writing of any Claim or Infringement Claim; ● 3-GIS having sole control of the defense of any actions and negotiations related to the defense or settlement of any Claim or Infringement Claim; and ● Customer cooperating fully in the defense or settlement of any Claim or Infringement Claim. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 24 of 29 4.3 Exclusions. 3-GIS will have no obligation to defend Customer or to pay any resulting costs, damages, or attorneys’ fees for any Claim or Infringement Claim alleging direct or contributory infringement of a Software Deliverable (i) by the combination of or integration with a product, process, or system not supplied by 3-GIS; (ii) by material alteration by anyone other than 3-GIS or its subcontractors; (iii) by use after Customer has been notified of possible infringement; (iv) use after modifications are provided to Customer; (v) use after a return for refund as described below is ordered by 3-GIS; (vi) the creation of which was pursuant to specifications provided by Customer; (vii) use other than as specified in the applicable documentation (including, but not limited to, this Agreement, any applicable Specification, and the project’s Deliverables); or (viii) the infringement claim is based on a patent or copyright owned, controlled, licensed by, or licensable to others by Customer or any of its Affiliates. In no event will the indemnification for Infringement Claims apply to any software provided without charge. 4.4 3-GIS’ Mitigation Options. In connection with any Infringement Claims, 3-GIS, in its sole discretion and at its own expense, may either (i) obtain rights for Customer to continue using the Software Deliverable; (ii) replace the Software Deliverable with a non-infringing alternative, or modify the allegedly infringing elements of the Software Deliverable, while maintaining substantially similar software functionality or data/informational content; or (iii) refund to Customer a prorated portion of the license fees paid by Customer for the infringing Software Deliverable(s), based on a five (5)-year, straight-line depreciation basis beginning from the initial date of delivery, in which case Customer will uninstall, cease all use of and return to 3-GIS the infringing Software Deliverable(s). 4.5 Customer Affiliates. 3-GIS is not required to indemnify or defend Customer against Claims brought by any Customer Affiliate. 4.6 Exclusive Remedy. This article entitled “Indemnification Provisions” provides the sole and exclusive remedies of Customer and 3-GIS’ entire liability in the event of a Claim. Customer has no right to recover and 3-GIS has no obligation to provide any other or further remedies, whether under another provision of the Agreement or any other legal theory or principle in connection with a Claim. END OF PROFESSIONAL SERVICES TERMS AND CONDITIONS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 25 of 29 ATTACHMENT E – 3-GIS SOFTWARE SUPPORT PLAN The additional terms and conditions set forth in this Attachment E, together with Attachment D, and the General Terms and Conditions of the Agreement shall govern the provision of the 3-GIS Software Support Plan Services (“Support Services”) as described herein. 3-GIS will provide Support Services up to the number of contracted hours in support of Customer’s 3-GIS software solution for the one year period commencing as set out in the applicable Order (the “Support Services Commencement Date”). Capitalized terms not otherwise defined in this Attachment shall have the meaning assigned to them elsewhere in the Agreement. 1. SUPPORT SERVICES 1.1 3-GIS’ Call Center can be reached directly at +1 256-560-0744 and is available during Business Hours. All Call Center communications will be conducted in English. 1.2 Customer may choose to use the hours provided for Support Services to seek 3-GIS’ assistance with upgrades on major releases. Such assistance shall be comprised of 3-GIS consultation services covering the following topics: ● Backups of data and 3-GIS products ● Uninstall of existing products ● Install of new products ● Configuration changes needed to support the version ● Data schema changes needed to support the version ● Republishing and applying of the Sever Object Extension file ● Base Testing after upgrade 1.3 Customer may also use Support Services for a wide range of additional tasks that will assist in its administration of a 3-GIS software solution. 3-GIS will not complete these tasks for the Customer but will provide a supportive level of assistance to the Customer associated with the types of requests in Table 1, below. 2. EXCLUSIONS 2.1 The following services are not included as part of Support Services: ● Investigation of network issues ● Certificate changes or investigation ● Operating systems ● Esri upgrades, licensing, service packs, or installs ● Database maintenance, troubleshooting, and administration tasks ● Data scrubbing, clean-up, or correction ● Integration with other systems or software ● System configuration changes not essential for an upgrade ● Unsupported or undocumented system configuration changes DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 26 of 29 ● Data Conversion work outside of Drag and Drop tool ● Esri tools not incorporated into 3-GIS’ software ● User and access changes ● Jasper reports ● Automated design support or requests 3. ADDITIONAL TERMS 3.1 Support Services are provided on an annual basis commencing with the Support Services Commencement Date. 3.2 Unused support hours at the end of the annual term shall be deemed consumed at the end of the annual term and no credit or refund shall be provided. 3.3 Support Services will automatically renew for annual terms on the anniversary of the Support Services Commencement Date unless Customer provides written notice to cancel the renewal in advance of the effective renewal date. TABLE 1 - 3-GIS SOFTWARE SUPPORT PLAN MATRIX Support Plan Tier Level 1 Level 2 Level 3 Billing Frequency Annual Annual Annual Annual Support Hours Included 20 60 120 Fee for Additional Support Services (per hour) $195 $175 $175 Software Upgrade Assistance (Up To 8 Hours) 0 1 2 Access to the 3-GIS Support Hotline Yes Yes Yes Limited 3-GIS-related Esri functionality support (includes: Add Features; MXD changes/Publish; Server Configuration) Yes Yes Yes END OF 3-GIS SOFTWARE SUPPORT PLAN DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 27 of 29 ATTACHMENT F - API LICENSE TERMS AND CONDITIONS This API License Attachment (“Attachment”) to that certain Licensed Software and Professional Services Master Agreement sets forth the additional terms and conditions which, along with the terms and conditions set forth in the Agreement, shall govern the licensing and use of the 3-GIS API. 1. Definitions. (a) “API” means the application programming interface and any API Documentation or other API materials made available to Customer by 3-GIS. (b) “API Documentation” means the API documentation made available to Customer by 3-GIS from time to time. (c) “API Key” means the security key 3-GIS makes available for Customer to access the API. (d) “3-GIS Products” means the Licensed Software as such term is defined in the Agreement. (e) “Customer Applications” means any software, firmware, or hardware Customer causes to interact with the API. 2. License Grant. Subject to and conditioned on its compliance with all terms and conditions set forth in this Attachment, 3-GIS hereby grants Customer a limited, revocable, non-exclusive, non- transferable, non-sublicensable license during the term and for the usage tier set forth in the applicable API Order to use the API solely for its internal business purposes solely in conjunction with the 3-GIS Products. Customer acknowledges that there are no implied licenses granted under this Attachment. 3- GIS reserves all rights that are not expressly granted. Customer may not use the API for any other purpose without its prior written consent. Customer must obtain an API Key from 3-GIS’ support team. Customer may not share its API Key with any third party, must keep its API Key and all log-in information secure, and must use the API Key as its sole means of accessing the API. 3. Use Restrictions. In addition to all usage restrictions set forth in the Agreement, except as expressly authorized under this Attachment, Customer may not: (a) copy, modify, or create derivative works of the API, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part; (d) remove any proprietary notices from the API or API Key; or (e) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Customer will comply with all terms and conditions of this Attachment, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be included in the Documentation from time to time. 4. Customer Applications. Customer agrees to monitor the use of the API for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Attachment or the DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 28 of 29 Agreement. As between Customer and 3-GIS, Customer is responsible for all acts and omissions of its end users in connection with Customer Application and their use of the API, if any. Customer agrees that Customer is solely responsible for posting any privacy notices and obtaining any consents from its end users required under applicable laws, rules, and regulations for their use of Customer Applications. 5. No Support Services; Updates. This Attachment does not entitle Customer to any Support Services for the API. Customer acknowledge that 3-GIS may update or modify the API from time to time and at its sole discretion (in each instance, an “Update”), and may require Customer to obtain and use the most recent version of the API. Updates may adversely affect how Customer Applications communicate with the 3-GIS Products. Customer is required to make any changes to Customer Applications that are required for integration as a result of such Update at its sole cost and expense. Customer continued use of the API following an Update constitutes binding acceptance of the Update. 6. Intellectual Property Ownership; Feedback. Customer acknowledges that 3-GIS and/or its licensors own all right, title, and interest, including all intellectual property rights, in and to the API and the 3-GIS. Customer will use commercially reasonable efforts to safeguard the API (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Customer will promptly notify 3-GIS if Customer becomes aware of any infringement of any intellectual property rights in the API. If Customer or any of its employees, contractors, and agents sends or transmits any communications or materials to 3-GIS by mail, email, telephone, trouble ticket, or otherwise, suggesting or recommending changes to the API and/or the 3-GIS Products, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. Customer hereby assign to 3- GIS on its behalf, and on behalf of its employees, contractors, and agents, all right, title, and interest in, and 3-GIS is free to use, without any attribution or compensation to Customer or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although 3-GIS is not required to use any Feedback. 7. Disclaimer of Warranties. Notwithstanding anything in the Agreement or this Attachment to the contrary, THE API IS PROVIDED “AS IS” AND 3-GIS SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. 3-GIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 3-GIS MAKES NO WARRANTY OF ANY KIND THAT THE API, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY THIRD PARTY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY CUSTOMER APPLICATIONS, SYSTEM, OR OTHER SERVICES, OR ANY THIRD PARTY’S SOFTWARE, HARDWARE, FIRMWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 8. Indemnification. Customer agrees to indemnify, defend, and hold harmless 3-GIS and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) its (or its officers, directors, employees, agents, affiliates) use or misuse of the API, (b) its breach of this Attachment, and (c) Customer Applications. In the event 3-GIS seek indemnification or defense from Customer under this provision, 3-GIS will promptly notify Customer in writing of the claim(s) brought against 3-GIS for which 3-GIS seek indemnification or defense. 3-GIS reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of its DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. Page 29 of 29 choice. Customer may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by 3-GIS or bind 3-GIS in any manner, without its prior written consent. In the event 3-GIS assume control of the defense of such claim, 3-GIS will not settle any such claim requiring payment from Customer without its prior written approval. 9. Limitations of Liability. SOLELY AS IT RELATES TO OR ARISES OUT OF THE GRANT OF API USAGE RIGHTS UNDER THIS ADDENDUM, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL 3-GIS, ITS SUCCESSORS, OR ASSIGNS, BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED DOLLARS EVEN IF 3-GIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR 3-GIS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. Term and Termination. The term of this Attachment commences when Customer executes the applicable Order for the API and will continue in effect until terminated as set forth in this Section or upon the expiration of the limited duration for API usage granted in the applicable Order for the API. Customer’s right to use the API will terminate immediately and automatically if Customer violates any of the terms and conditions of this Attachment. Upon termination of this Attachment for any reason, all licenses and rights granted to Customer under this Attachment will also terminate and Customer must cease using, destroy, and permanently erase from all devices and systems Customer directly or indirectly control all copies of the API. Any terms that by their nature are intended to continue beyond the termination or expiration of this Attachment will survive termination. Termination will not limit any of 3- GIS’s rights or remedies at law or in equity. 11. Export Regulation. In addition to the export obligations set forth in the Agreement, Customer will not make the API accessible from or to any jurisdiction or country to which export, re - export, or release is prohibited by applicable law, rule, or regulation. END OF API LICENSE TERMS AND CONDITIONS DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 1 Order Number 01 Customer No. C-2022-10-02874 April 15, 2024 DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 2 Table of Contents 1 Overview .................................................................................................................................... 3 2 Contact Information ................................................................................................................... 3 3 Service Subscriptions .................................................................................................................. 4 4 Support Services ......................................................................................................................... 4 5 Fixed Price, T&M and Other Services ........................................................................................... 4 5.1 Fixed Price Fees ................................................................................................................................. 4 Time and Material Fees ............................................................................................................................. 5 6 Invoicing Schedule ...................................................................................................................... 5 7 API Access .................................................................................................................................. 7 7.1 Access Tier ......................................................................................................................................... 7 8 Tasks To Be Performed ............................................................................................................... 7 8.1 Project Management Services .......................................................................................................... 7 8.2 Project Planning and Kickoff ............................................................................................................. 8 8.3 Implementation and Deployment Services ...................................................................................... 8 8.4 Acceptance Testing ......................................................................................................................... 11 8.5 Training ........................................................................................................................................... 11 9 Location of Services .................................................................................................................. 13 10 Deliverable Acceptance Process ................................................................................................ 13 11 Anticipated Schedule of Services ............................................................................................... 13 12 Project Assumptions ................................................................................................................. 14 13 Changes .................................................................................................................................... 14 14 Signatures ................................................................................................................................ 15 DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 3 Overview This Order (“Order Number 01”), adopts and incorporates by reference the terms and conditions of the 3-GIS On Premise Subscription and Professional Services Master Agreement (“Master Agreement”), which was entered into on ______________ between 3-GIS, LLC (“3-GIS”) and City of Waterloo, Iowa and Waterloo Fiber (“Customer”) (each a “Party” and together may be referred to as the “Parties”). This Order Number 01 is effective beginning on the date last executed by a Party hereto (“Effective Date”) and will remain in effect until all obligations of each Party arising hereunder are fully and finally performed (“Expiration Date”), unless earlier terminated in accordance with the Master Agreement. Capitalized terms used but not otherwise defined in this Order Number 01 shall have the meanings set out in the Master Agreement. 3-GIS shall provide the following Services under the terms and conditions of the Master Agreement and any additional terms contained in this Order. Contact Information 3-GIS, LLC City of Waterloo, Iowa and Waterloo Fiber Sales Main Lori Sullivan   Phone 512.983-5674  lsullivan@3-gis.com  Chris Youngblut City of Waterloo, Director of Technology Phone: 319-291-4598 chris.youngblut@waterloo-ia.org Accounts Receivable Accounts Payable 720.279.9894, ext. 2500 (office) AR@sspinnovations.com Bridgett Wood City of Waterloo, Finance Director 715 Mulberry St. Waterloo, IA 50703 Bridgett.wood@waterloo-ia.org 319-291-0141 ext. 3009 Project Management Project Management TBD TBD DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 4 Service Subscriptions 3-GIS Product Qnty Subscription Duration Unit Fee Annual Fee 3-GIS Enterprise License Agreement (1) 3-GIS Network Solution Core Production Server (No Esri) 1 3 Year Subscription $17,500.00 $17,500.00 (1) 3-GIS Network Solution Core Non-Production Server (No Esri) (20) 3-GIS Enterprise Advanced Web, Basic Web, or Mobile Named User Access Annual Total $17,500.00 Support Services 3-GIS shall provide ENTERPRISE Level 1 Support as described in the Support Matrix set forth in Attachment B of the Agreement. The annual fee associated with this Support shall be: 3-GIS Product Subscription Duration Quantity Unit Fee Annual Fee 3-GIS Level 1 Support Package 3 Year Subscription 1 $6,000.00 $6,000.00 Annual Total $6,000.00 Fixed Price, T&M and Other Services Fixed Price Fees Fixed Price Service Service Description Quantity Unit Fee Total 3-GIS Set-Up Production Set up of 3-GIS Web Production Environment with Standard Schema and configuration. 1 $13,000.00 $13,000.00 DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 5 Fixed Price Service Service Description Quantity Unit Fee Total 3-GIS Set-Up Other Set up of 3-GIS Web Other Environment with Standard Schema and configuration. 1 $6,500.00 $6,500.00 Training- 3-GIS Web 1.5 days of Remote 3-GIS Web Training for up to 8 Users 1 $3,250.00 $3,250.00 Training- Admin 1/2 Day of Remote Admin Training for up to 5 System Administrators 1 $1,950.00 $1,950.00 Training- Server Training Up to 4 hours Remote 3-GIS Server Admin Training for up to 5 System Administrators. 1 $1,950.00 $1,950.00 Configuration Workshop Up to 8 hours of a remote workshop for gathering configuration requirements for the 3-GIS environment. 1 $4,300.00 $4,300.00 Total $30,950.00 Time and Material Fees T&M Services Service Description Quantity Hourly Rate Total T&M Professional Services 3-GIS Configuration T&M Block of Hours to be used for configuration of 3-GIS data schema, configuration of application or testing activities 40 $260.00 $10,400.00 Total $10,400.00 Invoicing Schedule Invoicing Schedule Line Item Milestone Amount Fee (USD) Subscriptions Payment Milestones DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 6 Invoicing Schedule Year 1 - Software Subscription Upon System Set-Up Completion 100% of Annual 3-GIS Software Subscriptions $17,500.00 Year 2 - Software Subscription Year 2 Renewal Date 100% of Annual 3-GIS Software Subscriptions $17,500.00 Year 3 - Software Subscription Year 3 Renewal Date 100% of Annual 3-GIS Software Subscriptions $17,500.00 Support Payment Milestones Year 1 - Level 1 Support Upon System Access 100% of Support Costs $6,000.00 Year 2 - Level 1 Support Year 2 Renewal Date 100% of Support Costs $6,000.00 Year 3 - Level 1 Support Year 3 Renewal Date 100% of Support Costs $6,000.00 Services Payment Milestones Installation and Configuration At Project Kick-Off 100% of Installation and Standard Configuration Services Costs $19,500.00 3-GIS Training Upon Completion of All Trainings 100% of 3-GIS Training Costs $7,150.00 Configuration Workshop Upon Completion of Workshop 100% of 3-GIS Training Costs $4,300.00 T&M Services Monthly (through the last Saturday of the Month) 100% of Used Hours $10,400.00 Total $111,850.00 DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 7 API Access Access Tier 3-GIS shall provide Customer with Access Tier API access pursuant to the terms set forth in Attachment F of the Agreement. Access Tier is defined as follows: The Access Tier of 3-GIS APIs provide access to a limited library of APIs which are read -only and do not allow for the modification or creation of any data stored in 3 -GIS. The Access Tier of API’s include access to the following API endpoints: ● OTDR Trace ● Signal Trace ● Common Point of Failure ● Broadcaster ● General Query Access Tier APIs are available to any 3-GIS Enterprise Customer. Access Tier APIs do not include access to any testing or development environments. The Access Tier API does not include support or consultation services around proper API usage or integrations, even if product Support Services are ordered. API support services may be ordered separately on a Time and Material basis. Tasks To Be Performed Project Management Services 3-GIS will provide a Project Manager (PM) to support the project for the duration of the project, to monitor the schedule and quality of the Deliverables, the project budget, and to specifically oversee the performance of the Services. Additionally, the 3-GIS Project Manager shall:  Review project objectives.  Identify all software installation, training, system design, system development, implementation, test activities, and network audit, system integration and deployment that 3-GIS, and its subcontractors shall complete and provide a project schedule for completing same  Facilitate communication between the Customer and 3-GIS personnel and subcontractors and direct the 3-GIS and subcontractor project personnel. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 8  Monitor the progress of the Services and Deliverables and prepare progress/status reports on a regular basis. Project Planning and Kickoff 3-GIS Project Manager will schedule a project kickoff meeting to make introductions of project stakeholders, detail the project scope, cover any schedule needs and requirements, overview project milestones, build a communications plan, and assign action items to facilitate project progress. Implementation and Deployment Services 1.1.1 Software Installation 3-GIS is to deploy 3-GIS Web and Admin on customer owned servers and configure the 3-GIS solution based on the Standard configuration and schema. All work will be conducted remotely. 1.1.2 System Set-up 1.1.2.1 Standard Configuration 3-GIS will configure 3-GIS Web to include:  1 Map Service  2-3 User Groups (TBD License Type from EA) o Advanced o Administrator o Basic (TBD)  Standard Plotting Template 1.1.2.2 Additional Configurations This order includes:  8-hour configuration workshop will be conducted to review changes to be made to the system. The outcome of these workshop(s) is the Configuration request form. This form will outline all the requests and the estimated time to complete each task.  Not to exceed 40 hours of T&M services that can be used to configure to the standard setup and or support Acceptance Testing activities as referenced in RFP 1.6. However, the 3-GIS and Waterloo have agreed to forgo the RFP requirement where the Bidder will help develop the specific ATP tests and procedures that would be perform by the Owner and Bidder during implementation of the Proposed Solution. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 9 1.1.2.3 Customer Architecture Selection The Customer is responsible for the set-up of the architecture where 3-GIS will be installed. The following must be set-up to complete the installation and configuration of 3-GIS. Full system requirements were provided in the 3-GIS system requirements provided to the customer. Below are set-up options that impact how the project will be completed:  Server Set-up three-tier with portal federation  Esri ArcGIS Server Advanced 10.9.1 o Esri ArcGIS Desktop 10.8.1 needed for publishing only  3-GIS Configuration Database type will be Postgres  Esri Geodatabase will be Microsoft SQL  Authentication method will be Windows Active Directory 1.1.2.4 Inclusions  Standard setup includes: o Deployment of the standard 3-GIS system configuration and data model.  If no acceptance is given in five business days, the changes will be deemed as accepted.  Additional configuration as outlined in section 8.3.2.2 Exclusions  The items below are excluded from the standard setup and implementation of 3-GIS and will require a separate order form and/or CR. o Bill of Materials (BOM) o Quality Assurance/Quality Check (QA/QC) o Work Order configuration o Work Packets o Splice Audit and Reconcile o Duct space management o MDU o Mobile - Offline basemap support o Custom Reports o Material List o Annotate Features o Auto Dimensions DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 10 o Schematics o Wavelengths o Complex Equipment o Equipment Manager  Set-up of system add-on licenses / extensions  Data loading or data migration not outlined in this Order.  Projections other than WGS84 Web Mercator  Customizations to the 3-GIS software code.  Data Conversion/Migration/Import (including non-telco) not outlined in this order.  Manage Tier API Access, unless purchased.  Additional Support for API utilization not outlined in this order.  3-GIS Mobile for Android is delivered via an .apk file for side loading on devices. Delivery into a Mobile Data Management Platform or Private/Public Google Play Store is not included. 1.1.2.5 Setup Assumptions  Customer will have knowledgeable staff with the proper level of access to complete needed tasks.  Customer will have properly licensed versions of all software.  Customer will allow 3-GIS to have access to the system at some level (Full VPN access or supervised access). 1.1.2.6 Responsibility/Task Matrix Item Responsible Party Type User Names and Email address Customer Task Technical documentation (e.g., 3-GIS Knowledge Base, meeting notes, JIRA tickets) in electronic format 3-GIS Task Appoint project participants and stakeholders and define their roles during implementation Customer Task Static Corporate IP Address Customer Task DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 11 Acceptance Testing 1.1.3 Functional Acceptance Testing Overview 3-GIS will provide the Customer with a Functional Acceptance plan based on the standard configuration of the 3-GIS Network Solution. 3-GIS will install the standard configuration 3-GIS Network Solution software for Customer evaluation using the 3-GIS delivered and accepted Functional Acceptance plan documents. 3-GIS will provide remote staff to perform resolution support to issues discovered during the Functional Acceptance phase 1.1.3.1 Functional Acceptance Plan The Customer will test the 3-GIS application suite to verify that it functions in accor dance with the 3-GIS delivered plan. The Customer will record results on the provided Acceptance Plan. Acceptance testing will be conducted over a period of five (5) business days immediately following 3-GIS Network Solutions software installation and LMS/E-learning training. 1.1.3.2 Issue Resolution Upon completion of the functional Acceptance Plan, 3-GIS will resolve known issues within five (5) business days. 1.1.3.3 Acceptance Criteria This phase will be considered complete once the test is able to be completed success fully. 1.1.3.4 Assumptions Customer will complete the online LMS/E-Learning prior to or as part of the Functional Acceptance Testing Training 1.1.4 Training Overview 3-GIS will conduct instructor-led training performed remotely in accordance with Customer purchased training options shown below. In addition, 3-GIS provides access to 3-GIS LMS training modules for all users. The training modules are web-based and use a named user access method. Dates for training are scheduled a minimum of two weeks in advance. LMS mod ules should be completed by all trainees at least 3 days before the instructor lead training date . DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 12 1.1.5 Training Ordered Course Description Intended Audience Delivery Method Seats In Course Duration (Days) 3-GIS Web Advanced Users Remote 5 1.5 Days 3-GIS Admin Admin Users Remote 5 .5 Days 3-GIS Systems Admin System Admins Remote 5 .5 Days 3-GIS Online Learning (LMS) All Users with Named User Accounts Remote Equal to named users Self-Paced 1.1.6 Training Responsibility/Task Matrix Item Responsible Party Type 2.5 days of training to include: 3-GIS Web, 3-GIS Admin, and System Admin 3-GIS Task Access to 3-GIS E-Learning/LMS training modules for named users 3-GIS Task Names and Email accounts of uses for E-Learning/LMS accounts Customer Task Attendance of appropriate staff at training sessions and equipped with computers Customer Task Training room and projectors Customer Task Complete needed LMS/E-Learning Courses prior to the start of instructor led training Customer Task 1.1.7 Training Assumptions Training Assumptions  For Mobile Training, the Customer must have 3-GIS mobile tablets prior to training. o The device must be running Android Pie 9.0 or above o 64-bit processor o Minimum 16 GB of free storage o Minimum 4 GB of Ram o A file manager app must be installed on the Android device.  3-GIS staff will have access to internet while in training sessions. DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 13  Customer’s internet can support all users using 3-GIS and a video conferencing system.  All on-site training assumes safe travel conditions for the 3-GIS staff. If travel is not possible, training will be conducted remotely.  Customer will take the LMS online courses prior to onsite/remote training for best results.  3-GIS Training staff will be provided access to the customer environment at least 3 business days in advance of the scheduled customer training. Location of Services All services will be provided remotely. Deliverable Acceptance Process Acceptance of deliverables should be made in writing within five (5) to ten (10) business days of receipt, as defined in the final deliverable schedules. Each deliverable requiring the Customer’s approval shall be deemed accepted and “signed off” by the Customer unless rejected, in writing, within 10 consecutive business days of receipt. Rejection notification must include su fficient written detail to enable 3-GIS to make any necessary changes and deliver contractually compliant final deliverable. Anticipated Schedule of Services The following represents an estimated timeline for the services listed in this order form. At contract sign-off, the schedule will be reviewed and updated per 3-GIS and customer availability. Week  Description  Responsibility  Week 0  Contract Signed  3-GIS and WL  Week 2  Project Kickoff  3-GIS and WL  Week 3  Esri Server Setup WL Week 4 Server Environment Walkthrough  3-GIS  Week 5 3-GIS System Install (Dev and Prod) 3-GIS  Week 6 Customer FAT Completion and Resolution WL Week 7 Training 3-GIS and WL DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 14 Week 8 Configuration Spreadsheet review 3-GIS and WL Week 9 Configuration Workshop 3-GIS and WL Week 10 Configuration of the System 3-GIS Week 11 Final Acceptance 3-GIS and WL Week 12 Support Handoff  3-GIS and WL  Project Assumptions 3-GIS price proposal is based upon the following key assumptions:  Customer will have proper staff available for project needs, including a project lead.  Customer will be in communication with 3-GIS staff as needed to complete the scope of work as outlined in this order within the timeline specified .  Customer will provide 3-GIS resources with timely remote and adequately privileged access to systems required.  Customer will perform reviews of, provide verbal feedback and digital correspondence for, and provide approval (where required by 3-GIS) of any 3-GIS (or partner) generated documentation or portions of the solution, including customer testing activities, as dictated within the agreed-upon project schedule.  If significant delays to the project occur because these assumptions are not met, a Change Request may be required to extend the project schedule and cost (or "to determine the impact to cost and schedule of the project").  Payment and applicable fees will be due per the terms and conditions outlined in this order form upon the email receipt of each invoice notwithstanding an y other requirements you may request for invoice delivery.  If your company requires a purchase order (PO) to make a payment, please provide the PO, including PO # and Amount, immediately upon contract signing. PO amount should equal the total amount of the services listed in the order form. Changes During 3-GIS’ performance under this Order Number 01, either Party may request a Change in the Order’s scope in a writing delivered to the other Party’s project manager. Any modification DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 15 of this Order must be made by a Change Order. No Change, as contemplated in this paragraph, shall become effective until such Change is agreed to by both Parties in a written Change Order. Signatures IN WITNESS WHEREOF, the Parties hereto have executed this Order Number 01 as of the dates referenced below, and each signatory further represents that they are duly authorized representatives as of the dates below. AGREED BY: City of Waterloo, Iowa 3-GIS, LLC by SSP Innovations By: By: Name: Quentin Hart Name: Jonathan Jachimiec Title: Mayor Title: Chief Financial Officer Date: Date: Waterloo Fiber By: Name: Andrew Van Fleet Title: Telecom Board Chair Date: DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC 12 April 2024 | 10:37 CDT ©2022 3-GIS, LLC CONFIDENTIAL AND PROPRIETARY Page 16 Attachment – Certificate of Insurance March 2024 DocuSign Envelope ID: 8DDD16CA-5D6C-40AD-863C-757137B99ACC National Cable Television Cooperative Member Agreement This Member Agreement (“Agreement”) is entered into as of _________________ __, 20__ by and between National Cable Television Cooperative, Inc. ("NCTC") and Waterloo Municipal Communications Utility. (Member) Recitals. Whereas, NCTC was organized with the goal of reducing the operating costs of its cable television system members by, among other things, combining the individual purchasing power of its members to achieve economies of scale; Whereas, NCTC has entered into master agreements with various video programming vendors, hardware purchase relationships with various hardware vendors, and other arrangements with other service providers; Whereas, Member either is, or wishes to become, a member of NCTC and has delivered to NCTC a membership application (the "Membership Application"); and Whereas, NCTC and Member wish to formalize the relationship between them in accordance with this Agreement. Now, therefore, in consideration of the mutual promises described below, the parties agree as follows: 1. Membership Eligibility. Membership in NCTC is available to an organization engaged in the business of providing television reception or service for the public primarily by means of a cable television system as defined under Federal law. Member represents that it meets this and any other applicable membership eligibility requirements and is either operating a cable television system or has demonstrated to NCTC's satisfaction that it is constructing a cable television system. Member will provide any documentation requested by NCTC to verify its eligibility under this Section and NCTC's bylaws. 2. Binding Effect of Bylaws. Member understands that the bylaws of NCTC, together with the terms of this Agreement, describe and define the relationship between Member and NCTC. Member agrees to abide by all terms of the NCTC bylaws and this Agreement. A copy of the current NCTC bylaws is attached as Exhibit A. These bylaws may be amended from time to time (under the procedures described in the bylaws) and, in the event of such an amendment, the amended bylaws will be provided to Member and Member will be bound by any such amendments (provided, however, Member will have a right to terminate its membership in NCTC within ten (10) days if it is not satisfied with any amended bylaws). Some matters explicitly addressed in the bylaws are repeated in this Agreement for clarity, but that should not be taken to limit the effect of other bylaws provisions not repeated. 3. Membership Fees. Member has previously paid, or concurrently with the execution of this Agreement is paying, the initial membership fee described in the bylaws and the Member Application. As provided in the bylaws, NCTC may assess annual dues, and Member agrees to pay any such dues in the amounts, and at the times, specified by the Board of Directors. 2 4. Master Agreements. Member may elect to participate in purchasing programming, hardware and/or other services under agreements or arrangements negotiated by NCTC ("Master Agreements)". NCTC will advise all members of the availability of Master Agreements and will afford members an opportunity to participate, subject to additional eligibility requirements or exclusions (penetration and otherwise) deemed appropriate by NCTC or provided in the applicable Master Agreements. If Member wishes to participate under a Master Agreement, Member will execute a System Participation Form (or other form as NCTC may deem appropriate) identifying the cable systems controlled by Member that will carry programming service and/or such election to acquire hardware and/or other services under the Master Agreement, along with any other documents or information required in connection with completing the Master Agreement. Members are directly liable to all suppliers for compliance with all terms of Master Agreements in which they participate. Complete copies of Master Agreements are available for inspection at NCTC's office and at NCTC's Internet Web Site, and photo copies will be provided to Member at no charge upon reasonable request. If Member elects to participate under a Master Agreement, it will be deemed to be aware of, and to have agreed to be bound by, all of the terms of the Master Agreement. NCTC RESERVES THE RIGHT TO DENY PARTICIPATION UNDER ANY MASTER AGREEMENT TO ANY MEMBER FOR GOOD CAUSE TO BE DETERMINED IN NCTC'S SOLE DISCRETION AND/OR REQUIRE MEMBER TO SATISFY ADDITIONAL CONDITION(S) PRIOR TO PARTICIPATION. MEMBERS ARE FREE TO PURCHASE ANY PROGRAMMING, HARDWARE AND/OR OTHER SERVICES INDEPENDENTLY OF NCTC EXCEPT AS OTHERWISE LIMITED HEREIN. 5. Master Agreement Renewals. Some Master Agreements may provide for automatic renewal unless a member elects to terminate prior to a specified date. While NCTC will normally attempt to advise its members of upcoming renewal dates, it is not obligated to do so and Member must maintain appropriate contract administration records. Whether or not there is automatic renewal, in some cases a member may continue to carry programming or purchase hardware and/or services after a new agreement term has taken effect but without executing a new agreement. It is Member's responsibility to discontinue service or cease acquisition of hardware and/or other services through NCTC if it does not intend to remain obligated, and Member will be responsible for all liability and costs (and will indemnify NCTC from any liability and costs, including attorneys' fees) arising from a supplier's claim that a member is bound as a result of continued programming carriage, the purchase and/or acquisition of services through NCTC. 6. Master Agreement Amendments. NCTC may determine that it is in the best interest of its members that the terms of a Master Agreement be modified (to settle a dispute with the supplier or otherwise). Member understands and agrees, however, that it may not be able to continue programming carriage or the purchase of goods and/or services under the terms of the previous version of the amended agreement. Member agrees to continue to be bound by the terms of any Master Agreement that is modified by NCTC. 7. Hardware Purchases. NCTC assists members in the procurement of hardware as an independent dealer or distributor, and has entered into Master Agreements or other arrangements with various hardware vendors. Members electing to purchase hardware through NCTC will do so subject to the terms of NCTC's hardware invoice and the terms and conditions of the Master Agreement or other arrangement between NCTC and the supplier (if any). Copies of all such terms will be made available by NCTC, and if Member elects to purchase hardware will be deemed to be aware of, and to have agreed to be bound by, all the terms of those documents. All hardware sold to Member is intended for use by Member and Member agrees it shall not resale or sub-distribute such hardware to any third party without NCTC’s prior written consent. 3 8. Security Agreements for Hardware Purchases. Member hereby grants to NCTC, and NCTC retains, a purchase money security interest as defined below, in all goods purchased by Member from NCTC, whenever purchased and wherever located. This security interest will continue until NCTC has received full payment for the goods. Member agrees to execute any financing statements and more detailed security agreements upon NCTC's request, and to provide any additional information requested by NCTC, including the location where the hardware will be located. In the event that the law of Member’s jurisdiction does not permit Member to grant the security interests described herein, Member shall pay or pre-pay for goods purchased by Member from NCTC on such commercially reasonable terms as NCTC may require. For the purpose of this Agreement, “purchase money security interest” shall mean a security interest in any goods purchased by Member through NCTC on credit and which shall expire upon Member’s full payment for the same. 9. Timely Payments. NCTC’s ability to achieve its goal of reducing the operating costs of its members is highly dependent upon NCTC receiving timely payment of all amounts owed by a Member under a Master Agreement or hardware purchase arrangement. Member must pay all amounts due on or before the due date specified in the applicable Master Agreement or hardware purchase arrangement or specified on NCTC's invoice, whichever is earlier. NCTC has adopted the Payment & Collections Policy attached hereto as Exhibit B that includes additional terms relating to the expulsion of delinquent members and NCTC intends to continue to adhere to the terms of this policy. NCTC has the right to impose late payment fees without notice to members and reserves its right to modify Exhibit B at any time without notice to Member. 10. Rebate Procedure. From time to time rebates may be paid by NCTC to members who have participated under certain programming agreements. Except as otherwise required under the terms of specific programming agreements, the amount and timing of such payments, and the manner in which they are allocated to members, is in NCTC's sole discretion. After termination a Member has no right to any future rebate payments, regardless of the whether any such rebates were "earned in" or relate to a period prior to termination. NCTC may set off rebates otherwise payable to Member against other amounts owed by Member to NCTC or to third party vendors under Master Agreements or for hardware purchases in its sole discretion. 11. Confidentiality. As a member of NCTC, Member will have access to confidential and proprietary information belonging to NCTC, programmers and hardware and service suppliers (collectively, the "NCTC Confidential Information"). Among other things, NCTC is contractually bound to maintain the confidentiality of Master Agreement terms and members electing to participate under those agreements agree they have and will comply with such confidentiality obligation. These agreements include terms and conditions including, but not limited to programming fees, hardware prices quoted by NCTC, volume discount levels, promotional and marketing support opportunities, as well as other initiatives and/or communications developed by NCTC that include the items listed herein including negotiation status, updates, future intentions and all such information concerning the relationships between NCTC and its members, are included in "NCTC Confidential Information." Member agrees to preserve confidentiality of all NCTC Confidential Information and not disclose that information to any third party (except to employees with a need to know and who have been advised of the confidential nature of the information), or use that information in any way except in direct connection with the operation of Member's cable television system, without the prior written consent of NCTC. The use of this information for purposes of negotiating a separate, more favorable arrangement with a programming, hardware or other service provider, or similar misuse of NCTC Confidential Information for Member's own benefit to the detriment of NCTC is not permissible. This obligation will not apply to information 4 shown by Member to be in the public domain through no fault of Member, known by Member prior to disclosure by NCTC, or provided to Member by a third party not under any confidentiality obligation. Members that are municipalities or are otherwise subject to a "freedom of information" law or statute agree and represent that, to the best of their knowledge, information and belief, NCTC Confidential Information is not subject to disclosure under that law or statute. Member's obligations under this Section will survive termination of this Agreement or Member's membership in NCTC. 12. Representations and Warranties of Member. Member represents and warrants to NCTC that all information contained in the Membership Application or otherwise provided to NCTC by Member at any time is complete and accurate, and that all representation and warranties made by Member under any Master Agreement (or other agreement entered into by NCTC) will be complete and accurate. 13. Indemnification. Member agrees to indemnify, defend and hold NCTC and its officers, directors and employees harmless from and against any liability and costs (including attorney’s fees) incurred by NCTC as a result of Member's breach of this Agreement or other obligation to NCTC, including Member’s breach of any of the terms of any Master Agreement, Member’s breach of any terms of any agreements with respect to hardware purchase and sale, or any disputes between Member and another member(s) or between Member and a programmer or other supplier. This obligation will survive termination of this Agreement or Member's membership in NCTC. 14. Limit on NCTC Liability. NCTC will use its best efforts to negotiate favorable Master Agreements and hardware purchase arrangements. The final decision on whether to accept the terms of these agreements rests solely with Member, except as may otherwise be agreed. Member agrees that NCTC will not be liable to Member for any damages (actual, consequential, or otherwise) arising from the terms of any Master Agreement or hardware purchase arrangement negotiated by NCTC or arising from any other conduct of NCTC related to the targeting, negotiation, operation and/or management of any Master Agreement or hardware purchase arrangement. 15. Default. Member will be considered in "Default" under this Agreement if (i) it breaches any obligation to NCTC under this Agreement or otherwise and fails to cure that breach upon ten (10) days’ notice by NCTC; or (ii) it breaches any obligation under any Master Agreement or hardware purchase arrangement negotiated by NCTC under which Member participates; or (iii) otherwise engages in conduct reasonably determined by NCTC to not be in the best interests of NCTC; or (iv) fails to satisfy the Minimum Participation Requirements described in paragraph 16.. Upon default NCTC may terminate Member as described below, pursue damages from Member, and/or limit Member's access to information from NCTC or opportunities to participate under NCTC programming or other arrangements. 16. Minimum Participation Requirement. Member is required to and agrees to satisfy the following minimum participation requirements: (i) Within three hundred sixty-five (365) days after the effective date of this Agreement and for the remainder of this Agreement’s term, participate in at least two (2) Master Agreements with programmers from the network family groups (as designated by NCTC in its sole discretion) and at least one (1) other master programming agreement of the Member’s choosing; and (ii) Make expenditures for hardware and other services (not including programming) through NCTC’s Technology Solutions department of at least $10.00 per subscriber during the first year of membership (number (i) and (ii) collectively, the “Minimum Participation Requirements”). The network families were included in your membership offer letter and NCTC reserves the right to alter the network families in its own discretion but upon reasonable notice to Member. The number of 5 subscribers subject to the $10.00 per subscriber hardware purchase requirement was taken from the application you submitted and provided to you in the membership offer letter. 17. Member Termination. The bylaws of NCTC (and NCTC's Payment and Collections (policy attached as Exhibit B) describe the mechanism for terminating members no longer eligible for membership or who have violated terms of the bylaws. NCTC will have a similar right to terminate a member who is in Default under this Agreement. Upon termination of Member's membership in accordance with the bylaws, the Payment and Collection policy, or this Agreement, Member will have no further rights under this Agreement, or under any Master Agreement it has entered into as a member of NCTC (including, without limitation, any right to rebates), and will immediately return all NCTC Confidential Information in its possession. Upon termination Member will have no right to re-payment of any previously paid membership fees or member dues. After termination, Member will remain obligated to pay all amounts due to NCTC or others under any pre-existing agreements and will continue to be bound by the provisions of Sections 8 - 21 of this Agreement. 18. Notices. Any notice required under this Agreement will be effective if given in writing and addressed to Member at the address set forth in the Membership Application (or any substitute addresses of which NCTC is given proper notice) or if to NCTC addressed to its principal address. Notice will be effective three days after mailing in US mail, certified mail return receipt requested, or one day after being sent by reputable overnight courier. 19. Governing Law. Except for the state law requirements related to filing security agreements described in paragraph 8, this Agreement will be governed by, and construed in accordance with, the laws of the state of Kansas (without regard to any conflicts of laws principles). 20. Entire Agreement. This Agreement, together with the bylaws of NCTC and any other policy statements or other documents promulgated by NCTC in accordance with the bylaws, and the terms of any applicable agreements relating to programming, service and hardware purchases, constitute the entire agreement between NCTC and Member. 21. Dispute Expenses. In any dispute arising under this Agreement, Member will reimburse NCTC for all attorneys’ fees, costs and related expenses incurred in connection with any such dispute in which NCTC prevails. In Witness Whereof, NCTC and Member have executed this Agreement as of the date set forth in the first paragraph above. Content Affiliate Member National Cable Television Cooperative, Inc. By:_______________________________ By:_______________________________ Name:____________________________ Jeff Nourse Title:_____________________________ SVP of Legal and Regulatory Affairs 6 AMENDED AND RESTATED BYLAWS OF NATIONAL CABLE TELEVISION COOPERATIVE, INC. EFFECTIVE FEBRUARY 17, 2023 BYLAW I: NAME, OFFICES, GOALS AND DEFINITIONS SECTION 1.01. Name. The name of the Corporation shall be: NATIONAL CABLE TELEVISION COOPERATIVE, INC., and may do business under any fictitious name approved by the Board of Directors. SECTION 1.02. Offices. The principal office of the Corporation shall be located in the greater metropolitan area of Kansas City in the State of Kansas. The Corporation may have such other offices, either within or without the State of Kansas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time. SECTION 1.03. Goals. The principal goal of the Corporation is to reduce the operating costs of its Members in a manner that creates revenues to continually fund the Corporation. The strategy used will be to lawfully and ethically combine the individual purchasing powers of Member companies to achieve economies of scale commensurate to their aggregate size. The tactics used to achieve this goal and strategy shall include the execution and operation of master programming network and broadcast affiliation agreements, bulk purchase contracts, commitment agreements and other group purchasing arrangements as may be required to meet the needs of our Members and further the goals of the Corporation. SECTION 1.04. Definitions. As used in these Bylaws, the following terms shall have the meanings set forth below. Singular terms shall include the plural, plural terms shall include the singular, and both shall include logical derivatives. (a) Broadband Subscribers means the subscribers reported to the Corporation for which Member provides an Internet connection. 7 (b) Bylaws means these Bylaws as such Bylaws may be supplemented, changed or amended from time to time. (c) Content Affiliate means an Eligible Entity that has signed a Member Agreement and that is allowed to purchase programming content, designated broadband services, technology, hardware or any other goods and services through the Corporation for which it meets the eligibility requirements for participation. (d) Change of Control means: (i) a change in ownership or equity participation interests in a Member such that a third party (i.e., an entity that is not the Member immediately prior to such change): (A) that did not Control such Member immediately prior to such change had Control following such change, or (B) that had Control of such Member immediately prior to such change lacked Control following such change, or (ii) the sale or disposition of all or substantially all of the assets of an entity; (iii) the dissolution or liquidation of the entity; or (iv) any other transaction or arrangement that, in the Corporation’s opinion, effectively modifies the right to direct or manage the business of a Member in a fashion or to the extent comparable to any of the foregoing. (e) Control/Controlled means (i) owning beneficially, directly or indirectly, at least fifty percent (50%) of the equity interests of an entity, or (ii) owning beneficially, directly or indirectly, or having the right to vote or direct the vote of at least fifty percent (50%) of the voting interests of an entity. (f) Corporation means National Cable Television Cooperative, Inc. 8 (g) Director means a director of the Corporation, whether a Non -Voting or Voting Director (whether a Member-Sponsored or Outside Director), as the context requires. (h) Elected Term means the term of office of a Voting Director for the time specified in Bylaw IV. (i) “Eligible Entity” means a facilities-based provider of video or broadband services that delivers last mile service via a terrestrial network to consumers or businesses for the purposes of supporting the telecommunications services industry. (j) Master Agreement means any agreement that the Corporation makes available to one or more of its Members, including without limitation, any agreement between the Corporation and a vendor, as implemented and as amended from time to time, pursuant to which a Member may elect to acquire (i) programming with Member payments to the programmer(s) for such programming remitted to the Corporation and forwarded to the programmer(s), or (ii) broadband services, technology and/or hardware or other goods or services. (k) Member means an Eligible Entity admitted as a member of the Corporation and not terminated pursuant to these Bylaws, and the procedures, rules and regulations of the Corporation, and which has executed a Member Agreement with the Corporation making them a Content Affiliate or a Technology Affiliate. (l) Member Affiliate means an entity that: (i) owns 50.1% of a Member; (ii) is at least 50.1% owned by a Member; or (iii) is under common control by an entity that owns 50.1% of Member; and (iii) satisfies the eligibility requirements of the Corporation that the Corporation determines in its sole discretion, provided that the Member associated with such entity: (y) is a Member in good standing of Corporation and (z) delivers such information, and executes such agreements and guarantees as the Corporation may reasonably request or require; and provided further that the Member and/or entity for which such Member is seeking Member Affiliate status (or having Member Affiliate status once recognized as an Member Affiliate) also delivers such information, and executes agreements and guarantees as the Corporation may reasonably request or require. Member Affiliate status is not automatic. The fact that an entity may appear to meet the definition of “Member Affiliate” shall in no way be 9 construed to mean that such entity is, or has standing as, a Member Affiliate under these Bylaws. Where applicable in these Bylaws, references to a “Member” shall apply to the Member’s Affiliates, subject to the provisions of Section 2.03(a). The term “Member Affiliate” shall be applicable to all Members. (m) Member Agreement means an agreement between the Corporation and a Member, as such agreement may be amended or supplemented from time to time provided Corporation gives prior written notice to Member no less than 30 days before any change. (n) Member-Sponsored Director means a Voting Director elected by the Members pursuant to Section 4.01(a) who serves as an officer, director, principal, partner or employee of his or her Sponsor Member. (o) Membership means the status of being a Content Affiliate, Technology Affiliate or Member Affiliate. (p) Minimum Participation Requirement means the required purchasing and data reporting requirements for Content Affiliates and Technology Affiliates designated by the Corporation and consistent with Section 2.02(d). (q) Non-Voting Director means (i) the Immediate Past Chair of the Board of Directors, unless otherwise serving out the remainder of an Elected Term, (ii) the President/CEO of the Corporation, and (iii) other persons elected as provided in Section 4.01(c)(iii). (r) Outside Director means a Voting Director elected by the Board of Directors pursuant to Section 4.01(b) who is not affiliated with a Member. (s) Participate means a Member has offered to its subscribers and subscribers are receiving programming pursuant to a Master Agreement for programming or a Member has purchased or is purchasing broadband services, technology, hardware or other goods or services pursuant to a Master Agreement. 10 (t) Participating Subscribers means Broadband Subscribers reported to the Corporation and/or subscribers reported to the Corporation in connection with any programming purchased through the Corporation. (u) Sponsor Member means a Member for which a Director serves as an officer, director, principal, partner or employee. (v) Technology Affiliate means an Eligible Entity that has signed a Member Agreement and that is allowed to purchase designated broadband services, technology, hardware or other goods and services through the Corporation. (w) Voting Director means a director of the Corporation who is (i) elected by the Members as a Member-Sponsored Director pursuant to Section 4.01(a), or (ii) elected by the Board of Directors as an Outside Director pursuant to Section 4.01(b), or (iii) elected to fill a Voting Director vacancy pursuant to Section 4.02 of these Bylaws. BYLAW II: MEMBERSHIP SECTION 2.01. Membership. (a) Membership Applications. An Eligible Entity may apply to the Corporation for Membership. Applications for Membership shall be made in writing addressed to the Corporation in such form and with payment of such fees as the Corporation may prescribe from time to time. (b) Authority for Policies & Procedures. The Corporation, acting through its President/CEO, may reasonably adopt such policies and procedures implementing the provisions of these Bylaws and imposing additional terms relating to Membership of Content Affiliates and Technology Affiliates, including minimum participation and/or spending requirements, reporting requirements, operations or otherwise that the President/CEO deems reasonable to benefit and protect the Corporation on a case by case basis. SECTION 2.02. Member Admissions and Programming. 11 (a) Membership Considerations. Any Eligible Entity fulfilling the eligibility requirements of Section 2.01 may apply to the Corporation for Membership. Any Eligible Entity demonstrating that it has the financial responsibility, technical ability, and adequate facilities in conformity with the objectives of the Corporation as set forth in the Articles of Incorporation may be admitted to Membership upon approval by the Corporation and upon consideration of such additional factors as the Corporation deems advisable in its discretion. (b) Outstanding Balances. (i) The Corporation shall not admit a new Member if the Eligible Entity or its respective Member Affiliates or any predecessor in interest has unpaid or unresolved outstanding liabilities due the Corporation, whether for programming, broadband, hardware, technology or otherwise. This limitation specifically prohibits the admission of a Member owning, operating, or Con trolling any system for which any payment to the Corporation has not been paid or resolved by any predecessor entity. (ii) The Corporation shall not accept applications to launch or switch-over programming or the ability to purchase new programming, broadband, hardware, technology or other services through the Corporation on any systems owned, operated, or Controlled by an existing Member if that system was previously owned, operated or Controlled by an entity which has unpaid or unresolved outstanding liabilities due the Corporation whether for programming, broadband, hard ware, technology or otherwise. This limitation specific ally prohibits the launch or switch- over of programming on any system for which any programming payment to the Corporation has not been paid or resolved by any predecessor entity. (c) Grandfather Provision. A Member permitted to purchase content as determined pursuant to the Bylaws in effect prior to May 11, 2022, and admitted as a Member prior to May 11, 2022, shall remain a Member after May 11, 2022 and shall be considered a Content Affiliate. (d) Minimum Participation Requirements (i) Content Affiliates. Effective January 1, 2017, each Content Affiliate shall Participate in at least two large programming Master Agreements as may be 12 designated by Corporation in its discretion, and at least one other programming Master Agreement of the Content Affiliate’s choice. Content Affiliates not satisfying this Minimum Participation Requirement shall be permitted to continue to Participate in any Master Agreement in which they have elected for the remainder of such Master Agreement’s term but Content Affiliate shall not be permitted to enter into any new and/or renewal Master Agreement unless Corporation consents in writing and through such consent, Content Affiliate shall come into compliance with this Section. (ii) Minimum Participation Requirements; Annual Fees – Technology Affiliates. Effective January 1, 2023, each Technology Affiliate shall be expected to Participate in Master Agreements for eligible products and services that generate revenues to the Corporation from administrative, transaction or other fees in accordance to a size-based schedule published by the Corporation for each Fiscal year during which a Technology Affiliate is a Member except Corporation may modify the Minimum Participation Requirement to account for Technology Affiliates that become Members in the Corporation during the middle of the Fiscal Year or must change their Minimum Participation Requirement as a result of a Change of Control or by mutual agreement between Corporation and Technology Affiliate. To the extent Technology Affiliate does not satisfy the minimum annual fee designated by Corporation in any year, Corporation shall invoice and Technology Affiliate shall pay the difference. Administrative transaction and other fees in excess of the designated minimum shall be retained by Corporation. (iii) Minimum Data Reporting Requirements. All Members shall report data to the Corporation as determined by the President/CEO at least once annually for the purposes of pursuing the Corporation’s goals, determining the number of Member votes under Section 3.07 and determining the applicable Minimum Participation Requirement fees for Technology Affiliates for Section 2.02(d)(ii). Such information may include but shall not be limited to video subscribers, Broadband Subscribers, revenues and/or non-labor capital expenditures. Members that fail to provide the minimum data requirements each year may be restricted from Participating in Master Agreements. SECTION 2.03. Affiliates and Technology Affiliates. 13 (a) Member Affiliate Status. (i) Member Affiliate Eligibility. A Member satisfying the definition of Member Affiliate may seek authorization to Participate in one or more Master Agreements as in which the Member Affiliate may be eligible. Affiliate status is not automatic and no guarantee of participation in any master Agreement is implied or promised. Member Affiliates must satisfy the requirements set forth by the Corporation. Once determined in the sole discretion of the Corporation, Member Affiliate status shall continue only as long as the requirements of these Bylaws remain satisfied, any agreement required of the Member Affiliate is still in place and the Membership of the entity to which the Member Affiliate is associated with has not terminated or been terminated. (ii) No Voting or Other Rights. A Member Affiliate shall have no voting rights or other rights in the Corporation. For purposes of determining the voting rights of a Member pursuant to the voting table in Section 3.07 of these Bylaws and Article NINTH of the Articles of Incorporation, an Affiliate’s Participating Subscribers shall be aggregated with the Participating Subscribers of the Member Affiliate’s sponsoring Member to determine the number of votes such Member may cast in an applicable Member election or vote. (b) Technology Affiliate Status. (i) Eligibility. Technology Affiliates are Eligible Entities that shall satisfy the entry requirements the Corporation determines in its sole discretion, provided that the Technology Affiliate (i) applies to the Corporation for Technology Affiliate status, and (ii) delivers such information, and executes such agreements and guarantees as the Corporation may reasonably request or require. SECTION 2.04. No Transfer of Membership. Membership in the Corporation and all related rights shall not be transferable except as may be allowed in writing by Corporation in its sole and complete discretion. SECTION 2.05. Termination of Membership. 14 (a) Subject to the provisions of this Section, each Member shall continue as a Member, and each Member Affiliate shall continue as a Member Affiliate, until one of the following occurs, in which case all rights of Membership (and status as Member Affiliate) shall terminate automatically unless a notice period is otherwise specified: (i) Member Agreement Breach. Member or any of its Member Affiliates breaches any material obligation to the Corporation, and fails to cure that material breach within thirty (30) calendar days of the Corporation’s delivery of written notice of the breach to Member, except that termination shall occur immediately upon Member’s breach of copyright obligations or such lesser time as is provided in any applicable Master Agreement for the breach; (ii) Master Agreements Breach. Member or any of its Member Affiliates breaches any obligation or any of their respective representations or warranties under any Master Agreement or other agreement negotiated by the Corporation under which Member or any of its Member Affiliates Participates and such entity fails to cure that material breach within thirty (30) calendar days of the Corporation’s delivery of written notice of the breach to Member, except that termination shall occur immediately upon Member’s breach of copyright obligations or such lesser time as is provided in any applicable Master Agreement for the breach; (iii) Payment Obligation Breach. Member or any of its Member Affiliates breaches any payment obligation with respect to any Master Agreement, and the obligated entity fails to pay and cure the breach within five (5) calendar days of the Corporation’s delivery to Member of notice of the breach; (iv) Voluntary Withdrawal. Member or any of its Member Affiliates is not currently Participating and delivers notice of voluntary withdrawal and termination of Membership to the Corporation or causes such notice to be given; (v) Nonparticipation in Time. Member or any of its Member Affiliates is inactive or fails to satisfy the Minimum Participation Requirements or the Minimum Reporting Requirements described in Section 2.02(d) unless significant exigent circumstances exist as determined by the Corporation and the period of time is extended in writing by mutual agreement of the Corporation and Member; 15 (vi) Change of Control. A Change of Control occurs in Member; (vii) Non-Satisfaction of Membership Eligibility. Member no longer satisfies the eligibility requirements of the Corporation; (viii) Undermining Corporation Mission and Goals. Member may be terminated by Corporation upon ninety (90) days written notice if, in the reasonable discretion of Corporation, Member is: (i) acting contrary to the intent and purpose of being a cooperative member; or (ii) undermining or threatening to undermine the Corporation’s mission or goals; after Corporation has provided Member a reasonable opportunity to cure. (ix) Other Grounds. The Corporation delivers written notice to Member that Member’s Membership or the status of any Member Affiliate is terminated pursuant to the provisions of these Bylaws, pursuant to another agreement with the Corporation to which Member or any Member Affiliate is a party, or pursuant to an order of a court or administrative body. (b) Survival of Contractual Obligations. Termination of Membership will not extinguish any claims of the Corporation or others against the terminated or terminating Member and its Member Affiliate(s) to the Corporation and others under any agreements existing prior to or after termination, and the terminated or terminating Member and its Member Affiliate(s) will continue to be bound by any applicable provisions of any agreements between the former Member and the Corporation (including without limitation, provisions for bankruptcy, payment, indemnification, and confidentiality). (c) Notice of Termination and/or Default. If any Member is entitled to notice of termination and/or default under more than one provision of these Bylaws, any policies of the Corporation, and/or any applicable agreements, the provision specifying the shortest notice period will control. (d) Subscriber Count Zero; Transfer to Technology Affiliate Status. In the event Member’s video participating subscriber count (aggregated with its Member Affiliates) is zero for a period of ninety (90) calendar days, Member shall be 16 automatically transferred to Technology Affiliate status and be subject to the Minimum Participation Requirements as described in these Bylaws. SECTION 2.06. Annual Dues. Each Member shall pay annual dues to the Corporation in accordance with such schedule as may be adopted by the Board of Directors. Failure to assess annual dues in one year will not waive the right to assess annual dues in any subsequent year. SECTION 2.07. Fees Generally. The Corporation, acting through its President/CEO, may impose fees from time to time as may be determined by the President/CEO. Fees need not be uniform for all entities. Fees are non-refundable. SECTION 2.08. Security Arrangements. The Corporation shall be entitled to adopt from time to time such arrangements as it shall deem appropriate in order to ensure payment by the Members and their Member Affiliates on a timely basis of all outstanding balances and fees, including, without limitation, prepayment of stipulated amounts by Members to cover such fees and any additional requirements as designated by the Corporation. BYLAW III: MEMBER MEETINGS SECTION 3.01. Annual Meeting. The annual meeting of the Members shall be held on such date, at such time and at such place, including remotely, within or without the State of Kansas as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. SECTION 3.02. Special Meetings. Except as otherwise provided in the Articles of Incorporation, a special meeting of the Members may be called at any time by the Board of Directors or the President/CEO and shall be called by the President/CEO or the Secretary at the request in writing of Members holding together at least twenty percent of the votes entitled to be cast at such meeting. Any special meeting of the Members shall be held on such date, at such time and at such place within or without the State of Kansas as the Board of Directors or the officer calling the meeting may designate. At a special meeting of the Members, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting 17 unless all of the Members are present in person or by proxy, in which case any and all business may be transacted or corporate action taken at the special meeting. SECTION 3.03. Notice of Meetings. Except as otherwise provided in these Bylaws or by law, written or electronic notice of each meeting of the Members shall be given not less than ten (10) nor more than (60) days before the date of the meeting to each Member entitled to vote at such meeting. The notice shall be directed to the Member’s physical address or the e-mail address as it appears in the records of the Corporation. Any notice required under this Section shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. SECTION 3.04. Quorum. The voting Members present in person or represented by proxy after proper notice has been given shall constitute a quorum at any meeting of the Members. SECTION 3.05. Adjourned Meetings. The holders of a majority of the votes entitled to be cast at a meeting, whether present in person or represented by proxy, may adjourn from time to time. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Members may transact any business which might h ave been transacted by them at the original meeting. SECTION 3.06. Organization. The Chair or, in his absence, the Vice Chair, shall call all meetings of the Members to order, and shall act as Chair of such meetings. In the absence of the Chair and the Vice Chair, the holders of a majority of votes entitled to be cast at such meeting present in person or represented by proxy shall elect a Chair pro tem. The Secretary of the Corporation shall act as Secretary of all meetings of the Members; but in the absence of the Secretary, the Chair may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least 10 calendar days before every meeting of Members, a complete list of Members entitled to vote at such meeting, arranged in alphabetical order and 18 showing the address of each Member. Such list shall be opened for inspection at the time and place of the meeting. SECTION 3.07. Voting. Except as otherwise provided in the Articles of Incorporation or by law, each Member shall be entitled to exercise one or more votes, in person or by proxy, at every meeting of Members according to the table set forth below (based on the aggregate number of Participating Subscribers reported to the Corporation as of thirty (30) days prior to the record date for the Member vote, following applicable procedures set forth in these Bylaws): Number of Aggregate Participating Subscribers (video and broadband subscribed) as Reported to Corporation Number of Votes 500,001 + 10 100,001 – 500,000 8 40,001 – 100,000 6 5,001-40,000 4 0-5,000 2 (a) Proxies. Each Member may authorize another person or persons to act for them by proxy, but no such proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any Member, the vote upon any matter before a meeting of Members shall be by ballot. (b) Acts of Corporation. In all matters other than the election of the Board of Directors of the Corporation, the affirmative vote of a majority of the aggregate votes entitled to be cast by such Members present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater number is required by the law or the Articles of Incorporation. Voting Directors shall be elected by a plurality of the aggregate votes entitled to be cast by such Members present in person or represented by proxy at a Members’ meeting and entitled to vote thereon. (c) Failure to Report Subscribers. To the extent Member does not report Participating Subscribers in the most recent time period in which such data was 19 requested by the Corporation, the Corporation shall use the number zero for the purposes of calculating the Member’s number of votes in the applicable category. BYLAW IV: BOARD OF DIRECTORS SECTION 4.01. Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The Board of Directors shall consist of at least three (3) and no more than fifteen (15) Voting Directors which shall consist of: (i) Member-Sponsored Directors elected by the Members, including (ii) up to four (4) Outside Directors as may be elected by the Board of Directors in accordance to Section 4.01(b)); and (iii) such number of Non-Voting Directors as may be elected by the Board of Directors in accordance to Section 4.01(c)(iii). (a) Member-Sponsored Directors. Member-Sponsored Directors shall be elected at the annual meeting of Members. Each Member-Sponsored Director so elected shall hold office until (i) the end of the Member -Sponsored Director’s Elected Term, or (ii) (iii) the Member-Sponsored Director’s earlier resignation or removal, except as hereinafter otherwise provided for filling vacancies. (i) Sponsor Member Required. (A) A Member-Sponsored Director must be an officer, director, principal, partner or employee of a Sponsor Member; and (B) No person shall be elected or continue to serve as a Member-Sponsored Director if: (1) that person’s Sponsor Member has been terminated as a Member; or (2) that person is no longer an officer, director, principal, partner or employee of that Sponsor Member. Any such person shall be deemed removed as a Member - Sponsored Director immediately upon such status change, regardless of whether the Corporation is made aware of the change. Any Member-Sponsored Director so affected shall immediately tender his or her resignation. Either the Board shall reduce the number of authorized Member-Sponsored Directors or the vacancy created by this removal shall be filled in the manner outlined in Section 4.02. (ii) Classes. The Member-Sponsored Directors shall be divided into three classes. Class size shall be distributed as evenly as practicable. 20 (iii) Member-Sponsored Director Elected Terms. Elected Terms for Member- Sponsored Directors shall last three years, beginning at the annual meeting at which a class of Member-Sponsored Directors is elected and ending at the fourth annual meeting after such class election. (iv) Term Limit. No Member-Sponsored Director may serve more than four consecutive Elected Terms except the fourth Elected Term of any Director shall automatically extend if such Director announces his or her intention of running for either Chair or Vice Chair, and such announcement is made within the 90 days prior to the end of said Director’s fourth Elected Term. The fourth Elected Term of that Director shall then continue for as long as he or she serves as Chair or Vice Chair or is otherwise terminated pursuant to these Bylaws. (b) Outside Directors. The Board of Directors may elect up to four (4) Outside Directors to serve an initial two (2) year Elected Term and subsequent one-year Elected Terms not to exceed nine (9) consecutive years. (c) Non-Voting Directors. (i) The Immediate Past Chairman shall serve as a Non-Voting Director, unless otherwise serving out the remainder of an Elected Term. (ii) The President/CEO shall be a Non-Voting Director. (iii) Such other persons as may from time to time be elected by a majority of the whole Board for a term as determined by the Board as Non-Voting Directors. SECTION 4.02. Removal and Vacancies. (a) Members. Members may remove any Director, with or without cause, at a special meeting (stated in the meeting notice to be called for that purpose). To the extent a Director so removed was a Member-Sponsored Director, the Members may elect a successor Director for the remainder of the removed Director’s Elected Term. If Members do not elect a successor Member -Sponsored Director at such special meeting removing a Director, or if the removed Director was not a Member- 21 Sponsored Director (but was an Outside Director or Non-Voting Director), the Voting Directors may elect a successor Director as provided in the next subsection. (b) Voting Directors Currently in Office. Voting Directors may elect a successor Director to fill a vacancy, by the affirmative vote of a majority of the Voting Directors then in office, even though less than a quorum, if a vacancy occurs for any of the following reasons: (i) Members remove a Member-Sponsored Director as provided in 4.02(a) and the Members do not elect a successor Member-Sponsored Director at the meeting of Members removing that Member-Sponsored Director from the Board; (ii) Members remove an Outside or Non-Voting Director; (iii) The Board removes a Non-Voting Director; (iv) A Director resigns or dies; (v) The authorized number of authorized Directors increases; (vi) A Director and/or his or her Sponsor Member no longer satisfy the requirements of Section 4.01(a)(i) (regarding Sponsor Member status); or (vii) A vacancy occurs for any other reason and the Board chooses to elect a successor. Any Director elected to fill any such vacancy or newly created Directorship pursuant to this Section, whether by Members or Voting Directors, shall hold office (i) for the remainder of the term, or (ii) until the Director’s respective successor is elected and qualified, or (iii) until the Director’s earlier resignation or removal. (c) Voting Directors with Scheduled Resignation. When a Director resigns effective at a future date, Voting Directors may elect a successor Director for the remainder of the vacancy, by the affirmative vote of a majority of the Voting Directors then in office, including those who have so resigned effective at a future date. The 22 election of the successor Director for the remainder of the vacancy shall be deemed effective when such resignation becomes effective. (d) Successor Director Term Not Counted as Elected Term. Director election pursuant to this Section 4.02 shall not count for the determination of term limits pursuant to Section 4.01. SECTION 4.03. Place of Meeting. The Board of Directors may hold its meetings within or without the State of Kansas as the Board from time to time shall determine. SECTION 4.04. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be mailed or e-mailed to every Director at least five days before the first meeting held in pursuance thereof. SECTION 4.05. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman, or by a majority of the Directors then in office. (a) Notice Requirements. Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two business days before the meeting or by causing the same to be transmitted by email or facsimile at least one business day before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business other than an amendment of these Bylaws may be transacted at any special meeting, and an amendment of these Bylaws may be acted upon if the notice of the meeting shall have stated that the amendment of these Bylaws is one of the purposes of the meeting. (b) Exception to Notice. At any meeting at which every Director shall be present, even though without any notice, any business may be transacted, including the amendment of these Bylaws. SECTION 4.06. Quorum. Subject to the provisions of Section 4.02 of this Bylaw, a majority of the Directors in office (but in no case less than one-third of the total 23 number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time. SECTION 4.07. Organization. The Chair shall preside at all meetings of the Board of Directors. In the absence of the Chair, a Vice Chair shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors; but in the absence of the Secretary, the Chair may appoint any person to act as Secretary of the meeting. SECTION 4.08. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, establish one or more committees, each committee to consist of two or more of the Directors of the Corporation. The Board may designate one or more Directors or non-directors as members of any committee. (a) Appointment of Replacement Committee Member. In the absence or disqualification of a member of a committee, the members of the committee present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act as a committee member at the meeting in the place of any such absent or disqualified member. (b) Committee Authority. Any such committee, to the extent provided by resolution passed by a majority of the whole board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the Members the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the Members a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws. 24 (c) Voting Exception. The Board of Directors may also, by resolution passed by a majority of the whole Board, grant Non-Voting Directors and/or non-directors the right to vote as members of any such committee. When a Non-Voting Director or non- director is granted a committee vote, the actions approved by such committee with the vote of a Non-Voting Director or non-director shall be subject to approval by a majority of the whole Board. SECTION 4.09. Conference Telephone Meetings. Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, the Board of Directors or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting. SECTION 4.10. Annual Report. At the annual meeting of the Members, the Board of Directors shall present a summary of the audited financial statements of the Corporation for the most recently completed fiscal year. The Annual Report of Directors shall be filed with the records of the Corporation and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting of Members. SECTION 4.11. Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all of the Directors or committee of the Board of Directors, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be. BYLAW V: OFFICERS SECTION 5.01. Officers. The officers of the Corporation shall be the Chair, a Vice Chair, a President/CEO, a Secretary, a Treasurer, and such Executive Vice Presidents, 25 Senior Vice Presidents, or Vice Presidents as shall be designated by the President/CEO after consultation with Board of Directors subject to Section 5.01(b). (a) General. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Any number of offices may be held by the same person, except the offices of President/CEO and Secretary may not be held by the same person. (b) Removal. All officers, agents and employees shall be subject to removal with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to any applicable contract rights. All agents and employees other than officers elected shall also be subject to removal, with or without cause, at any time by the officers appointing them. (c) Vacancies. Any vacancy caused by the death of any officer, his or her resignation, removal, or otherwise, may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors. (d) Bonds. The Corporation may obtain surety bonds (at the Corporation’s cost) with respect to any or all officers of the Corporation. SECTION 5.02. Election, Powers and Duties of the Chair; Role of Past Chair. (a) Election and Term. The Chair of the Corporation shall be elected by the Board of Directors at its first meeting after every other annual meeting of the Members. The Chair shall serve in office for a term of two years. The Chair shall not serve more than two consecutive terms except upon a two-thirds affirmative vote of all Voting Directors. The current Chair of the Corporation will remain in office until his or her successor has been elected or the Chair no longer is a Member Sponsored Director pursuant to Section 5.01(a)-(c). The failure to hold such election shall not, of itself, terminate the term of office of the current Chair. The Chair is not required to be a Voting Director. (b) Role. The Chair of the Corporation shall preside at all meetings of the Members and all meetings of the Board of Directors, and shall have such other 26 powers and perform such other duties as may from time to time be assigned to him by these Bylaws or by the Board of Directors. (c) Immediate Past Chair. Following the expiration of the term as Chair, this Director shall serve as the “Immediate Past Chair” for a period of two years but the Immediate Past Chair may choose to continue to serve in the same role in excess of two years until such time as a new Chair is elected or the Immediate Past Chair chooses to resign. In the event the Immediate Past Chair resigns, the position shall go unfilled until the next Chair is elected. The Immediate Past Chair shall also serve as a Non-Voting Director under Section 4.01, unless otherwise serving out the remainder of an Elected Term. SECTION 5.03. Election, Powers and Duties of the Vice Chair. (a) Election and Term. The Vice Chair of the Corporation shall be elected by the Board of Directors at its first meeting after every other annual meeting of the Members. The Vice Chair shall not serve more than two consecutive terms except upon a two-thirds affirmative vote of all Voting Directors The current Vice Chair of the Corporation will remain in office until his or her successor has been elected. The failure to hold such election shall not, of itself, terminate the term of office of the current Vice Chair. The Vice Chair is not required to be a Voting Director. (b) Role. The Vice Chair shall perform all duties incident to the office of the Chair if the Chair is unable to perform those duties and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by these Bylaws or by the Board of Directors or the Chair. SECTION 5.04. Election, Powers and Duties of the President/CEO. The President shall be the Chief Executive Officer of the Corporation and shall manage the affairs of the Corporation under the direction of the Board of Directors. The President shall be designated by the Board of Directors and shall remain in office unt il relieved by the Board of Directors. The President shall also serve as a Non -Voting Director under Section 4.01. The President/CEO shall prepare and submit, at each scheduled meeting of the Board of Directors, a comprehensive report of the progress and status of the affairs of the Corporation. The President/CEO shall perform such other duties as may be assigned to him by the Board of Directors. 27 SECTION 5.05. Powers and Duties of the Vice Presidents. One or more Executive Vice Presidents, Senior Vice Presidents, or Vice Presidents may be appointed by the Board of Directors. The duties of the Executive Vice Presidents, Senior Vice Presidents, and the Vice Presidents shall be those assigned to them by the President/CEO and the Board of Directors. SECTION 5.06. Powers and Duties of the Secretary. The Secretary shall attend all meetings of the Members and the Board of Directors; shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose; shall give proper notice of the meetings of Members and Board of Directors; shall keep an account of the Membership in such manner and subject to such regulations as the Board of Directors may prescribe; and shall perform such other duties as shall be assigned to the office of Secretary by the President/CEO and the Board of Directors. SECTION 5.07. Powers and Duties of the Treasurer. (a) The Treasurer shall have the custody of the funds and securities of the Corporation; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. (b) The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or President/CEO, taking proper vouchers for such disbursements, and shall render to the President/CEO and Directors, whenever they may require it, an account of all the transactions of the Treasurer. (c) The Treasurer shall perform such other duties as the Board of Directors or the President/CEO may from time to time prescribe or require. BYLAW VI: MISCELLANEOUS SECTION 6.01. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year. 28 SECTION 6.02. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation. SECTION 6.03. Reserved. SECTION 6.04. Record Date. In order that the Corporation may determine the Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and the record date for determining Members for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. SECTION 6.05. Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by any officer of the Corporation designated by the Board or the Chair. SECTION 6.06. Corporate Emblem. The Board of Directors may adopt a suitable emblem, which all Members in good standing shall be privileged to display at places of business, on advertising material and on appropriate business documents. The President shall be empowered to take all necessary and appropriate steps, when directed by the Board of Directors, to protect the Corporation against the misuse of its emblem and to prevent its display by non-Members. 29 SECTION 6.07. Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as shall from time to time be designated by the Board of Directors or pursuant to authority delegated by the Board. Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depositary by the Treasurer and/or such other officers or persons as shall from time to time be designated by the Treasurer. SECTION 6.08. Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidence of indebtedness of the Corporation. When authorized to do so, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances. SECTION 6.09. Waivers of Notice. Whenever any notice whatsoever is required to be given by law, by the Articles of Incorporation or by these Bylaws to any person or persons, a waiver thereof in writing, signed by the person or persons entitled to the notice, or a waiver by electronic transmission by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to notice. SECTION 6.10. Indemnification of Directors, Officers and Employees. The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action, suit or proceeding, whether criminal 30 (unless convicted), civil, administrative or investigative, by reason of the fact that he/she, his/her testator or intestate is or was a Director, officer, employee or agent of the Corporation or is or was serving, at the request of the Corporation, as a Director, officer or employee or agent of another corporation, partnership, joint venture, trust or other enterprise. SECTION 6.11. Restriction on Corporate Activity. Notwithstanding any other provision set forth herein, the Corporation shall not, in pursuit of any of its lawful corporate purposes, play any role whatsoever: (i) in determining the content of any programming of any Member; or (ii) in determining the rates charged by any Member to its subscribers. In setting forth the above limitations on the Corporation's activities, it is the express intent of the Corporation to take no action whatsoever which will in any way abate full and unfettered competition among the Members, whether with respect to the public or among themselves. SECTION 6.12. Amendments. These Bylaws and any amendment thereof may be altered, amended or repealed, or new Bylaws may be adopted, by the Board of Directors at any regular or special meeting by the affirmative vote of a majority of all of the Voting Directors, provided in the case of any special meeting at which all of the Voting Directors are not present, that the notice of such meeting shall have stated that the amendment of these Bylaws was one of the purposes of the meeting; but these Bylaws and any amendment thereof, including the Bylaws adopted by the Board of Directors, may be altered, amended or repealed and other Bylaws may be adopted by the holders of a majority of the votes entitled to be cast at any annual or special meeting of the Members, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting. SECTION 6.13. Compensation of Officers and Board of Directors. The officers and Board of Directors of the corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors. SECTION 6.14. Miscellaneous. Upon the dissolution or final liquidation of the Corporation, the Corporation’s assets shall be distributed as determined by the Board of Directors. Revise Date: February 17, 2023 31 Payment and Collections Policy This Payment and Collections Policy (the “Policy”) describes the terms and conditions pursuant to which a Member purchases Programming and Hardware Product (as defined below) through the National Cable Television Cooperative, Inc. Section 1.01 Definitions a. Account Hold shall be defined as a remedy available to NCTC pursuant to which a Member may not place any additional Hardware Product orders with Suppliers, enter any additional master agreements with Programmers, launch additional services in any Member system through NCTC, or participate in any other services or benefits of NCTC membership. b. Credit Review shall be defined as NCTC’s review of a Member’s financial statements, payment history and other documents or information for the purposes of determining the credit worthiness of the Member. c. Credits shall be defined as any amount of money owed to a Member by NCTC. d. Good Standing shall be defined as the term or concept by which a Member is: (i) eligible to participate in Master Programming Agreements and/or purchase Hardware Products through NCTC; (ii) up to date with all payments due NCTC for Programming and Hardware Products; and (iii) in compliance with the Member Agreement, NCTC Bylaws and NCTC policies. e. Hardware Products shall be defined as the collective term to distinguish various mechanical components consisting of customer premise equipment, inside and outside plant materials, drop materials, software and other products and services offered for sale through NCTC and sold by a Supplier to a Member. f. Master Programming Agreement shall be defined as an agreement between a Programmer, NCTC and a Member by which Member may access Programming through NCTC. g. Member shall be defined as an entity admitted as a member of NCTC and not terminated pursuant to the Bylaws, procedures, rules and regulations of NCTC, and which has executed a Member Agreement with the NCTC. h. Member Agreement shall be defined as the agreement between NCTC and a Member, as such agreement may be amended or supplemented from time to time. i. NCTC shall be defined as the National Cable Television Cooperative, Inc. j. Payment Month shall be defined as the month for which the Programming payment is due. 32 k. Pre-Authorized Draft shall be defined as the pre-approved regular debit of a Member’s bank account for the purposes of paying for Hardware Products and/or Programming purchased through the NCTC. l. Programmer shall be defined as an entity providing Programming to one or more Members pursuant to a current or expired Master Programming Agreement. m. Programming shall be defined as one or more video signals. n. Programming Payment Due Date shall be defined as the 15th day of the month following the Service Month. o. Service Month shall be defined as the month for which a Member receives service from a Programmer. p. Subscriber Report shall be defined as the aggregate data a Member is required to provide to NCTC pursuant to a Master Programming Agreement. q. Supplier shall be defined as an entity providing Hardware Products to a Member through NCTC. Section 1.02 NCTC as Facilitator a. NCTC is a not-for-profit corporation that facilitates Programming and Hardware Product purchases of its Members. NCTC seeks to reduce its Members’ operating and capital costs through the negotiation and efficient administration of agreements on behalf of Members for Programming and Hardware Products. NCTC acts as an order request facilitator and payment processor for Programming and Hardware Products. Nothing in this Policy or elsewhere shall constitute NCTC as a seller, reseller or distributor of Programming or Hardware Products to purchaser, Member. NCTC is acting only as a conduit with respect to a Member’s purchases of Programming and/or Hardware Product under the terms of the Member Agreement, Master Programming Agreements, Supplier agreements, NCTC Bylaws, or any NCTC policy, whether as order facilitator or billing processor. Section 1.03 Events of Default a. Each of the following shall be considered an Event of Default: i. Member’s breach and/or failure to perform or fulfill any term, condition or obligation in the Member Agreement, Master Programming Agreements, Supplier agreements, NCTC Bylaws, or any NCTC policy. ii. Member’s failure to make proper payment for Programming or Hardware Product in accordance to this Policy, a Master Programming Agreement or a Supplier agreement. 33 iii. The cancellation of payment by Member and/or the refusal/rejection of any payment made to NCTC without replacement in a manner acceptable to NCTC. iv. The refusal by any guarantor to guarantee the payment and performance of any future debt, liability and obligation of Member if required by NCTC. v. Failure of Member to remain in Good Standing. b. Remedies Upon Default c. NCTC may, in its discretion, exercise one or more of any of the following rights upon a Member default: i. Place Member’s account on Account Hold. NCTC may place Member on Account Hold until such time as NCTC, in its sole discretion, believes Member has provided adequate assurance of its ability to fulfill its payment obligations to NCTC. d. At NCTC’s discretion, Member may be allowed to purchase additional Hardware Products on a pre-paid, cash basis. e. Withhold Credits and/or Year End Rate Adjustments owed to Member i. Notify all Programmers of default. ii. Charge Member for reimbursement to NCTC for all reasonable out of pocket third party costs, including attorneys fees, incurred in the collecting unpaid amounts. iii. Charge a late payment fee the lesser of 1.5% or the maximum allowed by applicable law. iv. Charge Member for any termination/cancellation fees and/or penalties charged by Programmers and/or Suppliers (if any). v. Terminate membership in NCTC. vi. Require Member to prepay all charges for services received from Programmers. and Suppliers and/or provide other acceptable assurances of payment. vii. Require Member to pay all invoices via Pre-Authorized Draft. viii. Terminate all Hardware Product open orders. ix. Terminate access to NCTC website. x. Perform a Credit Review. 34 xi. Lower the amount of credit NCTC issues to Member. xii. Audit a Member’s subscriber counts. xiii. Back bill the Member for any unpaid fees owed to a Programmer. xiv. Require Member to provide a guarantee signed by an approved corporate parent. xv. Exercise any and all rights and remedies available to it under the Member Agreement, Master Programming Agreements, Supplier agreements, NCTC policy or any other rights and remedies at law or in equity. Section 1.04 Remedies for Impairment a. In the event NCTC reasonably determines there is a impairment in a Member’s ability to pay or perform, then NCTC may, in its discretion: i. Place Member on Account Hold; ii. Perform a Credit Review; iii. Require Member to prepay all charges for services received from Programmers and Suppliers; iv. Require Member to pay all invoices via Pre-Authorized Draft; and/or v. Take any other action consistent with ensuring payment and compliance with the Member Agreement, Master Programming Agreements, Supplier agreements, NCTC Bylaws, or any NCTC policy. b. Notwithstanding anything in this Policy, there may be other reasons to place a Member on Account Hold. Section 1.05 Programming Payment Process a. NCTC invoices all Members for Programming on or about the 28th day of the Service Month. All payments are due to NCTC on or before the Programming Payment Due Date and shall be made by one of the following methods: (i) check; (ii) debit from Member’s account via pre-authorized draft; (iii) wire payment; (iv) payment through the Automated Clearing House (“ACH”); or 35 (v) prepayment pursuant to NCTC’s procedures. b. NCTC reserves the right in its sole discretion, to determine how it shall receive payment from each Member. c. Member must submit its Subscriber Report by the 20th day of each month. In the event Member does not submit its Subscriber Report for a given month, it shall be deemed Member’s representation that it had no change in its subscribers or other reporting since the last report was made to NCTC. Notwithstanding anything in this Policy to the contrary, Member recognizes its obligation to provide an accurate and timely Subscriber Report consistent with the terms and conditions of each Master Programming Agreement. d. All payments must be submitted to NCTC by the Member entity. e. All payments shall be made in U.S. Dollars drawn on a U.S. bank. For the purposes of clarification only, the following timeline for payment and remedies shall typically apply to invoices issued for Programming: Time Line Action Taken On or about the 28th day of the Service Month NCTC sends invoice to Member. 15th day of Payment Month Member payments due to NCTC for Programming. 26th day of Payment Month NCTC adds the lesser of 1.5% or the maximum allowed by law as a monthly late fee to all unpaid Programming balances due. NCTC places Member on Account Hold and notifies Member via letter. NCTC sends Member notice of membership termination. 31st day of Payment Month Membership terminates. NCTC sends notice of termination to Programmers. Section 1.06 Group Purchasing Payment Process a. NCTC typically invoices a Member for Group Purchasing Products one to two business days after NCTC receives the invoice from the Supplier for Products purchased by Member (the “Supplier Invoice”). Once the Supplier invoice is received by NCTC, a separate invoice is generated by NCTC and sent to the Member (the “NCTC Invoice”). All payments are due to NCTC upon receipt of the NCTC Invoice and shall be made by one of the following methods: (i) check; (ii) debit from Member’s account via pre-authorized draft; (iii) wire payment; 36 (iv) payment through the Automated Clearing House (“ACH”); or (v) prepayment pursuant to NCTC’s procedures. b. NCTC reserves the right in its sole discretion, to determine how it shall receive payment from each Member. c. All payments must be submitted to NCTC by the Member entity. d. All payments shall be made in U.S. Dollars drawn on a U.S. bank. For the purposes of clarification only, the following timeline for payment and action taken shall typically apply to Hardware Product transactions: Time Line Action Taken Typically one to two business days after NCTC receives the Supplier Invoice. NCTC sends the NCTC Invoice to Member. Member Receipt of Invoice Payment due from Member. 25th day after NCTC Invoice is issued NCTC sends Member an e-mail notifying Member that it shall be placed on Account Hold if payment is not received by the 45th day. 45th day after NCTC Invoice is issued NCTC places Member on Account Hold and notice of Account Hold is sent to Member. 60th day after NCTC Invoice is issued NCTC adds the lesser of 1.5% or the maximum allowed by law as a monthly late fee to all past due NCTC Invoices; open orders with Suppliers cancelled. 61st day after NCTC Invoice is issued NCTC sends Member notice of membership termination. 66th day after NCTC Invoice is issued Membership terminates. NCTC sends notice of termination to Programmers. Section 1.07 Prepayment Terms a. Programming. Any Member that chooses or is required to prepay for Programming must pay for two months of estimated Programming fees in each of the first two months after beginning prepay. After the first two months, NCTC and Member will reconcile the Member’s account based on the NCTC rates for Programming using the actual number of subscribers for which Programming was provided. All payments shall be due no later than the 15th of the month. If Member fails to make full and timely payment, including any late fees and penalties, it shall be considered an Event of Default and NCTC shall have all rights and remedies available to it under the Member Agreement, Master Programming Agreements, Supplier Agreements, NCTC Bylaws, any NCTC policy at law or in equity. 37 b. Group Purchasing. Any Member that chooses or is required to prepay for Hardware Product shall make payments based on the quote provided to Member by a representative of NCTC, inclusive of tax and shipping, if available. A Member may pay via any of the methods listed in paragraph 8 on NCTC’s regular drafting days or upon a date requested by Member (but in no case later than the regularly scheduled drafting days). Once the Supplier Invoice is received, NCTC shall reconcile the Member’s account based on the actual cost of Hardware Product and invoice the Member accordingly. c. In the event a Member is required to prepay for Programming and/or Hardware Products, NCTC may, but is not obligated to, allow Member to purchase on credit in the future at NCTC’s sole discretion. Section 1.08 Application of Funds a. NCTC reserves the right to apply all monies collected to past due amounts (if any) owed by Member to NCTC at its discretion, whether such past due amount is for Programming or Hardware Products, prior to applying the payment to the most recent monthly balance. Any remaining payment shall then be applied against the Programming or Hardware Product costs owed to NCTC at its discretion. Any monies remaining due to NCTC after application of funds to an existing balance shall be considered late and subject to the remedies described in the Member Agreement, Master Programming Agreement, Supplier agreement, NCTC Bylaws, or any NCTC policy. Section 1.09 Credits a. Any Credit received from a Supplier or Programmer for the benefit of a Member shall be applied to Member’s account by NCTC in its sole discretion. NCTC reserves the right to apply a Credit to any past due balances including applying a Credit for Programming against an outstanding balance for Hardware Product, and vice versa, in its sole discretion. b. To the extent a Programmer issues a monetary Credit to NCTC as a result of any dispute, NCTC may, in its sole discretion, choose to issue such Credit to Member to the extent the amount of such Credit exceeds any monies Member owes to NCTC, whether pursuant to this Policy or otherwise. Section 1.10 Policy as Supplement; Changes to Policy a. This Policy supplements the Member Agreement, Master Programming Agreements, Supplier agreements, NCTC bylaws, and any NCTC policy. This policy may be revised at any time without notice and may be enforced at the reasonable discretion of NCTC. b. Any failure of NCTC to follow this Policy or the process described in this Policy shall not affect (i) Member’s liability for the payment for Programming or Hardware Products 38 received, and (ii) the validity of Member’s Order Request or Order Transmittal, if such Order Request or Order Transmittal is processed and Supplier ships the Hardware Products. Waiver or inaction in one case shall not be deemed to apply in another. Section 1.11 Dispute Procedures a. In the event Member disputes a charge with any Programmer or Supplier, Member agrees to notify NCTC of the dispute. NCTC may, but is not obligated to postpone the payment due date including any NCTC-charged fees or penalties. In the event NCTC postpones the due date for Member, Member agrees NCTC may make demand for such funds at any time, whether or not Member has resolved the dispute with Programmer or Supplier and Member agrees to make full and immediate payment to NCTC upon demand. If Member fails to make full and timely payment, including any late fees and penalties, it shall be considered an Event of Default and NCTC shall have all rights and remedies available to it under the Member Agreement, Master Programming Agreements, Supplier agreements, NCTC bylaws, any NCTC policy at law or in equity. Page 1 of 1 ADDENDUM NO. 1 TO THE EN COMMUNICATIONS CONTRACT - CITY OF WATERLOO IA – PROJECT MANAGEMENT, CONSTRUCTION MANAGEMENT, CONSTRUCTION INSPECTION AND ENGINEERING SUPPORT SERVICES 2024 CITY OF WATERLOO, IOWA DATE: April 3, 2024 The following is a revision to the EN COMMUNICATIONS CONTRACT - CITY OF WATERLOO IA – PROJECT MANAGEMENT, CONSTRUCTION MANAGEMENT, CONSTRUCTION INSPECTION AND ENGINEERING SUPPORT SERVICES 2024: o Per the agreement, there will be one (1) Construction Inspector for every four (4) construction crews. o The current number of crews to the number of inspectors has a ratio of 7:1, which requires one (1) additional Construction Inspector to be added to the monthly pricing schedule. o This additional Construction Inspector will be billed at $21,400 per month, from April through December 2024. o An additional $2,000 per month will be added to cover the estimated monthly travel expenses (will be billed as incurred on a not-to-exceed basis) for this inspector. Any revisions to any of the Contract Documents made by this Addendum shall be considered as the same revision to any and all related areas of the Contract Documents not specifically called out in this Addendum. ________________________________________ ________________________________________ Quentin Hart Eric Lage Mayor of Waterloo, Iowa General Manager of Telecommunications City of Waterloo Waterloo Fiber ________________________________________ David Klimas Chief Operating Officer EN Engineering, LLC CITY OF -ENTRUST Change Order Request TERLOO �w SOLUTIONS GROUP .� Commnirypponuniry ofo Mage//an u No • CR-2024-0011 • $72,112.07 ITG • 2/21/2024 Michael Regan Client/Owner PM Broadband Implementation • City of Gene Allred Waterloo/Waterloo Fiber • Director of Construction The following Change Order has been created to account for labor & material to temporarily add connectivity to the South Front Networks (SFN) Data Center (203 W 13th St.) from the City's Fuel Pump Facility (Black Hawk St. between W 11 th St. & W 12th St.). This Scope of Work (SOW) was not part of the original design. NOTE: Waterloo Fiber will be handling the SOW for the interconnect between the City's backbone and Fire Station 6. Waterloo Fiber (WF) requested to add connectivity to the South Front Networks (SFN) Data Center for internet redundancy back to Fire Station 6 as the other phases of the project are constructed. WF has approval to utilize the City's existing backbone network and is working on an agreement with the City (Mohammad Elahi). WF also has approval to connect to SFN and is working with Jay Hanke on agreement. Waterloo Fiber will be handling the SOW for the interconnect between the City's existing backbone and Fire Station 6. Labor &material pricing are net new costs to the project and has been provided by ITG, approved by Waterloo Fiber. NOTE: ITG labor fee for tracer wire below is $0, only charging for the material. Itemized Breakdown ofWork- Location Work Order A Description IF-antity Labor Underground - Buried Labor Directional Bore (0) 1", (1) 2", (0) 1.25"-->[LF] 300 $ 11.95 $ 3,585.00 Directional Bore (1)1", (1) 2", (0)1.25"-->[LF] 735 $ 13.75 $ 10,106.25 Directional Bore (1)1", (2) 2", (0)1.25"-->[LF] 482 $ 15.85 $ 7,639.70 Directional Bore (1)1", (1) 2", (2)1.25"-->[LF] 661 $ 18.15 $ 11,997.15 Directional Bore (0)1", (1) 2", (2)1.25"-->[LF] 84 $ 15.85 $ 1,331.40 Install Muletape in New Conduit -->[FT] 5,630 $ 0.25 $ 1,407.50 Install #12 AWG Insulated Tracer Wire-->[LF] 1,816 $ - $ - Install 5/8"x8' Copper Clad Ground Rod -->[EA] 13 $ 52.00 $ 676.00 Install 3.5" Dia PVC Round Marker Posts with Orange Dome Top with Test Station -->[EA] 2 $ 65.00 $ 130.00 Installation, Underground Fiber Cable - Including Slack (Regular Loose Tube Fiber)-->[LF] 2,489 $ 1.20 $ 2,986.80 Installation, Small Vault, 13" x 24" (Composite) -->[EA] 6 $ 150.00 $ 900.00 Installation, Vault 24" x 36"-->[EA] 7 $ 240.00 $ 1,685.00 Installation, Large Vault 30" x 48"-[EA] 2 $ 420.00 $ 840.00 Installation, Extra Large Vault 33" x 60"-->[EA] 2 $ 540.00 $ 1,080.00 Sawcut, Remove and Replace Asphalt 6" Thick-->[SgrFt] 22 $ 28.00 $ 616.00 Sawcut, Remove and Replace Concrete 6" Thick-->[SgrFt] 22 $ 32.00 $ 704.00 Sawcut, Remove and Replace Asphalt 8" Thick-->[SgrFt] 22 $ 30.00 $ 660.00 Sawcut, Remove and Replace Concrete 8" Thick-->[SgrFt] 22 $ 33.00 $ 726.00 Sawcut, Remove and Replace Asphalt 10" Thick-->[SgrFt] 22 $ 31.00 $ 682.00 Sawcut, Remove and Replace Concrete 10" Thick-->[SgrFt] 22 $ 34.00 $ 748.00 Splicing Labor Install New Splice Case & Prep Cable -[EA] 2 $ 200.00 $ 400.00 Splicing, Fusion, Single Fiber -->[EA] 24 $ 25.00 $ 600.00 Splicing Fusion, Single fiber Pigtail at panel -[EA] 24 $ 25.00 $ 600.00 Testing, OTDR, Bi-Directional, Power Meter Testing -->[EA] 12 $ 1.25 $ 15.00 Patch Panels and Cabinets Labor Install rack mounted patch panel (Any Size) and tails -->[EA] 2 $ 115.00 $ 230.00 General Labor Pull fiber through building -->[FT] 100 $ 2.15 $ 215.00 Install 2" Electric Metal Tubing (EMT)-->[LF] 2 $ 7.32 $ 14.64 4" Core Bore -->[EA] 1 $ 225.00 $ 225.00 2" Building Riser with LB - Up to 10'-->[EA] 1 $ 112.00 $ 112.00 Install Nema Enclosure -->[EA] 1 $ 55.00 $ 55.00 *** Fiber Material 24 CT Fiber Cable -->[FT] CR Labor Subtotal 2,489 $ 0.40 $ 50,962.44 $ 995.60 Underground Material 1" HDPE Roll Conduit, Orange - SDR 11-->[FT] 1,878 $ 0.38 $ 71764 1.25" HDPE Roll Conduit, Orange - SDR 11-[FT] 1,490 $ 0.48 $ 715.20 2" HDPE Roll Conduit, Orange - SDR 11-->[FT] 2,744 $ 1.00 $ 2,744.00 Mule Tape -[FT] 5,630 $ 0.04 $ 225.20 #12 AWG Solid Thhn Insulated Tracer Wire -->[FT] 1,816 $ 0.11 $ 199.76 5/8"x8' Copper Clad Ground Rod -->[EA] 13 $ 16.24 $ 211.12 Small Vault, 13" x 24" - Composite -->[EA] 6 $ 339.52 $ 2,03712 Vault, 24" x 36"-->[EA] 7 $ 699.76 $ 4,898.32 Large Vault, 30" x 48"-->[EA] 2 $ 1,046.77 $ 2,093.54 Extra Large Vault 33" x 60" (Split Lid) -[EA] 2 $ 2,270.43 $ 4,540.86 3.5" Dia PVC Round Locate Posts with Orange "Top Hat", 8 ft. in length with shorting straps -->[EA] 2 $ 31.55 $ 63.10 Closures Material FOSC 450 D Closure -[EA] 2 $ 336.06 $ 672.12 D Size splice Tray -->[EA] 2 $ 25.91 $ 51.82 Slack Basket for D-Gel Closure -->[EA] 1 $ 22.13 $ 22.13 Patch Panels and Cabinets Material 12 port rack mount panel -->[EA] 2 $ 226.29 $ 452.58 NEMA Enclosure -[EA] 1 $ 513.52 $ 513.52 CR Materials Subtotal $ 21,149.6� Magellan Sign -Off Print Name / Title: Gene Allred Signature: Date: 2/21 /2024 Contractor Manager (not needed for design change requests) Print Name / Tide: Bryan Siebenberg Signature: Date: Client/Owner (Attn) Print Name / Title: 3/8/24 Quentin Hart, Mayor of Waterloo Signature: 62C�GJ(iZ 51GNED Date: 4/1 /2024 Director of Construction Vice President of Operations No CR-2024-0012 ITG Michael Regan PM Broadband Implementation City of Waterloo/Waterloo Fiber Will Be Subject To The Withholdings and Release Set Forth In The Contract Sections 6.2(f)(i) and (ii)Retainage Change Order Request Gene Allred Director of Construction Client/Owner 3/6/2024 ($522,532.28)Change Order Name: Construction Contractor Name (Attn) Magellan Project Manager: Client/Owner (Attn) Change Order Type Change Order Cost: Request Date: Requested By: Magellan Sign-Off Design/Engineering Change Request Overview Description of Change (include location) Reason for Change Labor & material pricing has been provided by ITG, approved by Waterloo Fiber under Contract 1088. NOTE: ITG labor fee for tracer wire below is $0, only charging for the material.Material Submittals/ Specifications The City of Waterloo was awarded a $20.5M RAISE Grant to fund a road project, which consists of 3 phases along La Porte Rd from Byron Ave to E. Shaulis Rd. As part of the grant requirements, the infrastructure that was to be installed along this portion of La Porte Rd under Contract 1088 will now be part of the Scope of Work covered under this grant. And therefore, the associated labor & material will need to be deducted. The following Change Order has been created to account for removal of labor & material from the project CONSTRUCTION OF A FIBER-TO-THE-PREMISE FEEDER/DISTRIBUTION AND BACKBONE NETWORK PROJECT, CONTRACT 1088 due to that specific Scope of Work being covered under a recently awarded grant to the City of Waterloo. Location Work Order # Labor Underground - Buried Labor 1,532 $ (18.15) $ (27,805.80) 2,731 $ (15.85) $ (43,286.35) 237 $ (13.75) $ (3,258.75) 202 $ (15.85) $ (3,201.70) 9,793 $ (11.95) $ (117,026.35) 71 $ (13.75) $ (976.25) 1,702 $ (18.15) $ (30,891.30) 22,333 $ (0.25) $ (5,583.25) 15,430 $ - $ - 27 $ (52.00) $ (1,404.00) 12 $ (65.00) $ (780.00) 30,168 $ (1.20) $ (36,201.60) 23,883 $ (1.20) $ (28,659.60) 16 $ (150.00) $ (2,400.00) 4 $ (180.00) $ (720.00) 37 $ (240.00) $ (8,880.00) 2 $ (420.00) $ (840.00) 2 $ (540.00) $ (1,080.00) 134 $ (28.00) $ (3,752.00) 134 $ (32.00) $ (4,288.00) 134 $ (30.00) $ (4,020.00) 134 $ (33.00) $ (4,422.00) 134 $ (31.00) $ (4,154.00) 134 $ (34.00) $ (4,556.00) Splicing Labor 42 $ (200.00) $ (8,400.00) 1,192 $ (25.00) $ (29,800.00) $ - *** $ (376,386.95) Materials Fiber Material 5,216 $ (0.40) $ (2,086.40) 24,952 $ (2.00) $ (49,904.00) 3,173 $ (0.49) $ (1,554.77) 2,502 $ (0.57) $ (1,426.14) 8,043 $ (0.90) $ (7,238.70) 7,209 $ (1.32) $ (9,515.88) 2,723 $ (2.06) $ (5,609.38) 233 $ (2.15) $ (500.95) Underground Material 13,371 $ (0.38) $ (5,080.98) 17,071 $ (0.48) $ (8,194.08) 1,702 $ (1.00) $ (1,702.00) 22,333 $ (0.04) $ (893.32) 15,430 $ (0.11) $ (1,697.30) 27 $ (16.24) $ (438.48) 4 $ (408.05) $ (1,632.20) 16 $ (339.52) $ (5,432.32) 37 $ (699.76) $ (25,891.12) 2 $ (1,046.77) $ (2,093.54) 2 $ (2,270.43) $ (4,540.86) 12 $ (31.55) $ (378.60) Closures Material 21 $ (282.02) $ (5,922.42) 21 $ (17.31) $ (363.51) 6 $ (40.73) $ (244.38) 7 $ (336.06) $ (2,352.42) 7 $ (25.91) $ (181.37) 2 $ (22.13) $ (44.26) 10 $ (65.23) $ (652.30) 7 $ (81.95) $ (573.65) *** $ (146,145.33) *** $ (522,532.28) Commscope CSC150 Micro Closure -->[EA] Description 2” HDPE Roll Conduit, Orange – SDR 11 -->[FT] Install Muletape in New Conduit -->[FT] Install #12 AWG Insulated Tracer Wire -->[LF] Directional Bore (1) 1", (0) 2", (0) 1.25" -->[LF] Directional Bore (2) 1", (0) 2", (0) 1.25" -->[LF] Directional Bore (1) 1", (1) 2", (2) 1.25" -->[LF] Itemized Breakdown of Work Directional Bore (1) 1", (0) 2", (2) 1.25" -->[LF] Quantity Unit Price Amount Directional Bore (1) 1", (0) 2", (3) 1.25" -->[LF] Directional Bore (0) 1", (0) 2", (3) 1.25" -->[LF] Directional Bore (0) 1", (0) 2", (2) 1.25" -->[LF] 3.5" Dia PVC Round Locate Posts with Orange "Top Hat", 8 ft. in length with shorting straps -->[EA] FOSC 450 B Closure -->[EA] Splice Tray for B-Gel Closure (SM12) -->[EA] Small Vault, 17” x 30” -->[EA] Small Vault, 13” x 24” - Composite -->[EA] Vault, 24" x 36" -->[EA] Large Vault, 30” x 48” -->[EA] D Size splice Tray -->[EA] Slack Basket for D-Gel Closure -->[EA] Slack Basket for B-Gel Closure -->[EA] Mule Tape -->[FT] #12 AWG Solid Thhn Insulated Tracer Wire -->[FT] 5/8"x8' Copper Clad Ground Rod -->[EA] FOSC 450 D Closure -->[EA] Commscope CSC100 Micro Closure -->[EA] Sawcut, Remove and Replace Asphalt 10" Thick -->[SqrFt] Sawcut, Remove and Replace Concrete 10" Thick -->[SqrFt] Install New Splice Case & Prep Cable -->[EA] TOTAL CR COST 1.25” HDPE Roll Conduit, Orange – SDR 11 -->[FT] CR Labor Subtotal 1” HDPE Roll Conduit, Orange – SDR 11 -->[FT] 48 CT Micro Fiber Cable -->[FT] 24 CT Micro Fiber Cable -->[FT] 12 CT Micro Fiber Cable -->[FT] 288 CT Fiber Cable -->[FT] 24 CT Fiber Cable -->[FT] Extra Large Vault 33" x 60" (Split Lid) -->[EA] 288 CT Micro Fiber Cable -->[FT] 144 CT Micro Fiber Cable -->[FT] 96 CT Micro Fiber Cable -->[FT] CR Materials Subtotal Installation, Small Vault, 17” x 30” -->[EA] Sawcut, Remove and Replace Concrete 6" Thick -->[SqrFt] Sawcut, Remove and Replace Asphalt 8" Thick -->[SqrFt] Sawcut, Remove and Replace Concrete 8" Thick -->[SqrFt] Splicing, Fusion, Single Fiber -->[EA] Install 5/8"x8' Copper Clad Ground Rod -->[EA] Install 3.5" Dia PVC Round Marker Posts with Orange Dome Top with Test Station -->[EA] Installation, Underground Fiber Cable - Including Slack (Regular Loose Tube Fiber) -->[LF] Installation, Underground Fiber Cable - Including Slack (Micro fiber must be blown in) -->[LF] Installation, Extra Large Vault 33" x 60" -->[EA] Sawcut, Remove and Replace Asphalt 6" Thick -->[SqrFt] Installation, Vault 24" x 36" -->[EA] Installation, Large Vault 30" x 48" -->[EA] Installation, Small Vault, 13” x 24” (Composite) -->[EA] Print Name / Title: Signature: Date: Print Name / Title: Signature: Date: Print Name / Title: Signature: Date: **End** Gene Allred Director of Construction Bryan Siebenberg Vice President of Operations Client/Owner (Attn) Contractor Manager (not needed for design change requests) Approvals Magellan Sign-Off 3/7/2024 3/7/24 Jamie Knutson, P.E. 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