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10.16.2024 Telecom Board Agenda
B BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Ritch Kurtenbach Mike Young Amy Wienands City Council Liaison: Rob Nichols October 16, 2024 Mollenhoff Conference Room Waterloo City Hall 4:00 p.m. 1. Roll call. 2. Approval of the agenda, as presented. 3. Approval of minutes of September 18, 2024, Regular Session, and October 2, 2024, Special Session, as presented. 4. Resolution authorizing payment of bills. 5. Resolution approving hiring Ross Horbach to the position of Product and Services Manager at a salary of $80,000 per year plus benefits, effective November 4, 2024, conditioned on passing a background check and executing an employment agreement. 6. Resolution approving a Fiber Project Reimbursement Agreement and a Supplement to the Fiber Project Reimbursement Agreement with City of Waterloo, estimated to be in the amount of $18,000,000.00, in conjunction with the Fiber Project, and authorizing the Board Chair and Board Secretary to execute said document. 7. Resolution setting date of hearing as October 30, 2024, to approve a lease agreement with Twin Trees, LLC, to lease office space at 402 E. 4th Street, in conjunction with the Request for Proposals to Lease an Office Facility. 8. Motion approving a Collection Services Agreement with Municipal Collections of America and authorizing the General Manager of Telecommunications to execute said document. 9. Motion awarding the Auditing Services RFP to BerganKDV and authorizing the General Manager of Telecommunications to execute necessary documents. 10. Motion approving an Addendum to the Emergency Repair and Maintenance Contract with ITG Communications, LLC, and authorizing the General Manager of Telecommunications to execute said document. WATERLOO Telecommunications Utility Board of Trustees 11. Motion approving a Pole Attachment Contract with MidAmerican Energy and authorizing the General Manager of Telecommunications to execute said document. 12. Motion approving Change Order No. 2024-0015, for an increase of $25,937.04, in conjunction with the FY2023 Construction of a Fiber-to-the-Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088. 13. Motion approving Change Order No. 2024-0016, for an increase of $1,313.00, in conjunction with the FY2023 Construction of a Fiber-to-the-Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088. 14. Motion approving purchase of an annual Calix Support License in the amount of $10,890.00. 15. General update from the General Manager of Telecommunications and consultants. 16. Adjourn. Kelley Felchle Board Secretary TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES Council Chambers September 18, 2024 4:00 p.m. 1. Members present: Van Fleet, Mr. Kurtenbach, Mr. Young, and Mr. Batemon. Absent: Wienands. 2. Moved by Kurtenbach seconded by Batemon that the agenda, as presented, be approved. Voice vote-Ayes: Four. Motion carried. 3. Moved by Kurtenbach seconded by Batemon that the minutes of September 4, 2024, Special Session, as presented, be approved. Voice vote-Ayes: Four. Motion carried. 4. Moved by Kurtenbach seconded by Batemon to adopt a resolution approving preliminary plans, specifications, form of contract, etc., setting date of bid opening as October 17, 2024, and date of public hearing as November 20, 2024, in conjunction with the FY 2025 prefabricated shelter at 1700 Idaho Street, for the Municipal Telecommunications Utility Project, Contract No. 1112, and direct the City Clerk to publish notice. Roll Call vote-Ayes: Four. Motion carried. Resolution No. 2024-009. Eric Lage, General Manager of Telecommunications, provided an overview of the project. Mr. Kurtenbach questioned budget the anticipated cost. Eric Lage explained it should be in the range of about $100K. 5. Moved by Kurtenbach seconded by Young approving an As-Built Contract with Entrust Solutions Group of Warrenville, IL, in the amount of $479,274.20, in conjunction with the Fiber Optic Network Project, and authorizing the General Manager of Telecommunications to execute said document. Voice vote-Ayes: Four. Motion carried. Eric Lage, General Manager of Telecommunications, provided an overview of project and explained that it has already moved through city council. He explained that the cost is based on the footage of our plan and will be split between the utility and city backbone. Mr. Van Fleet questioned how the pricing was structured. Eric Lage explained that they have a standard rate of .20 per foot for a typical As- Built which was discounted down to .17. That is determined by the amount of staffing and support to create the mapping and get it into the 3-GIS software. Mr. Van Fleet questioned if this was in the original proposal, and it is not specified anywhere else as a line item. The project is currently $11 million under budget so he does not have a concern regarding the cost. 6. Moved by Kurtenbach seconded by Batemon approving a Design Agreement with Entrust Solutions Group of Warrenville, Illinois, in the amount of $48,300.00, in conjunction with the Fiber Optic Network Project, and authorizing the General Manager of Telecommunications to execute said document. Voice vote-Ayes: Four. Motion carried. Eric Lage, General Manager of Telecommunications, explained that this is for 20 additional designs on top of the original project. The additions are covering new developments that have come online since the project was originally designed. Mr. Kurtenbach questioned if this covers new housing developments. Eric Lage confirmed. Page 2 7. Moved by Kurtenbach seconded by Van Fleet approving a Hosted Communications Solutions Agreement with ANPI Business, LLC, for VOIP services for Waterloo Fiber internal operations, and authorizing the General Manager of Telecommunications to execute said document. Voice vote-Ayes: Four. Motion carried. Eric Lage provided an overview of the services provided in the agreement. 8. Moved by Kurtenbach seconded by Young approving an Emergency Repair Maintenance Contract with ITG Communications, LLC for maintenance of the fiber network and authorizing the General Manager of Telecommunications to execute said document. Voice vote-Ayes: Four. Motion carried. Eric Lage explained that as task-orders are turned over to the utility, the agreement is for ITG to perform repair work that needs to be done to the fiber network. Mr. Van Fleet asked the term of the agreement. Eric Lage explained that the agreement is for a one-year period with the option to renew. Mr. Van Fleet questioned how the cost is broken down. Eric Lage reviewed the breakdown. Mr. Kurtenbach questioned the long-term outlook. Eric Lage explained that it is likely to be about a two-year term. Kelley Felchle, Board Secretary, commented on the benefit of this contract as it will help determine future staffing needs. 9. Moved by Kurtenbach seconded by Van Fleet approving an Auditing Services RFP. Voice vote-Ayes: Four. Motion carried. Eric Lage provided an overview of the RFP to find an accounting firm to perform the audit. Mr. Van Fleet questioned if there should be a separate member of the board that is part of the audit. Kelley Felchle commented that the city does not have a liaison participating in audits. Mr. Van Fleet questioned if the audit would be quarterly or annual. Eric Lage commented that it will be annual and stated that the RFP is for three years with an option to renew. 10. General update from the General Manager of Telecommunications and consultants. Eric Lage, General Manager of Telecommunications, shared that staff has been very busy getting ready to go live in October. The job description for an in-house Locate Technician should be released in the next day or so. He explained that we are looking into getting additional working capital from Community Bank & Trust as well as revenue bonds. Mr. Van Fleet questioned if the recent rate cut could also decrease our current rate on the working capital. Page 3 Eric Lage commented that Maggie Burger had previously mentioned that there could be a possible rate reduction when we go to renegotiate. He is unsure if it would be on current debt or just additional debt we take on. Kelley Felchle, Board Secretary, shared that she, Mike and Eric continue to work on the business lease RFP and have been in conversation with InVision for help with future planning for space needs, furniture, etc. She further shared that they are hoping to have a lease on the October 16 agenda for board approval and that a working session has been scheduled for October 2 at Visual Logic to begin talking about our vision and where we want to see things going. Mr. Van Fleet stated there will be homework that he plans to send out in advance to put together a board vision, what do we stand for as a board and what does Waterloo Fiber stand for as an organization. Mike Reagan, Entrust, provided an update on construction progress. 11. Adjourn. With no further business before the board, it was moved by Kurtenbach seconded by Young that the meeting be adjourned at 4:23 p.m. Voice vote-Ayes: Four. Motion carried. Kelley Felchle Board Secretary TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES 402 E. 4th Street, Waterloo Iowa October 2, 2024 3:30 p.m. 1. Members present: Mr. Van Fleet, Mr. Kurtenbach, Mr. Young, Mr. Batemon, and Ms. Wienands. 2. Moved by Young seconded by Batemon that the agenda, as presented, be approved. Voice vote-Ayes: Five. Motion carried. 3. Discussion of Waterloo Telecommunications Utility Board of Trustees mission statement and objectives. The Telecommunications Utility Board of Trustees members, General Manager of Telecommunications, and Board Secretary engaged in a series of exercises and discussions to articulate the board’s role in overseeing Waterloo Fiber and to further understand the contributions each member brings to the governing arm of the utility. The discussion, facilitated by Mr. Van Fleet, produced a list of agreed-upon attributes that the board will utilize to inform its decision making. Mr. Van Fleet shared that he would work to create a mission statement for the board. 4. Adjourn. With no further business before the board, it was moved by Mr. Van Fleet, seconded by Mr. Batemon that the meeting be adjourned at 5:08 p.m. Voice vote-Ayes: Five. Motion carried. Kelley Felchle Board Secretary Transaction Register 08/01/2024 To 09/30/2024 Reference Description Fiscal Period Transaction Amount AHLERS & COONEY, P.C.LEGAL 08 - 2024 1,697.00$ AMPERAGE, LLC.ADVERTISING 08 - 2024 2,500.00$ AMPERAGE, LLC.ADVERTISING 08 - 2024 1,069.78$ AVESIS THIRD PARTY ADMIN, LLC BENEFIT - VISION 08 - 2024 95.60$ CALIX NOC: OPERATION CLOUD 08 - 2024 545.00$ CALIX EXPERIENCE MANAGEMENT 08 - 2024 585.00$ CALIX EXPERIENCE MANAGEMENT 08 - 2024 585.00$ CALIX NOC: OPERATION CLOUD 08 - 2024 545.00$ CALIX NOC: SOLUTIONS & SUPPORT 08 - 2024 48.00$ CALIX NOC: SOLUTIONS & SUPPORT 08 - 2024 48.00$ CEDAR FALLS UTILITIES BANDWITH 08 - 2024 3,880.00$ CITY OF WATERLOO FUEL 08 - 2024 138.14$ CLARK, BUTLER, WALSH & HAMANN LEGAL 08 - 2024 460.00$ CONSORTIA CONSULTING 08 - 2024 2,100.00$ FUSE TECHNIC, LLC CONSULTING 08 - 2024 4,550.00$ MUTUAL OF OMAHA BENEFIT - LIFE 08 - 2024 293.91$ VGM GROUP, INC SWAG 08 - 2024 464.51$ VGM GROUP, INC OPERATIONS - DOOR TAGS 08 - 2024 528.31$ COMPLIANCE SOLUTIONS PROFESSIONAL SERVICES 08 - 2024 900.00$ CONSORTIA CONSULTING 08 - 2024 2,100.00$ ESRI MAPPING 08 - 2024 1,500.00$ VGM GROUP, INC SWAG 08 - 2024 760.61$ ELAN FINANCIAL CREDIT CARD PAYMENT 8 - 2024 1,926.30$ CAMV.IO OSS/BSS 08 - 2024 1,500.00$ CAMV.IO OSS/BSS 08 - 2024 1,500.00$ DELTA DENTAL OF IOWA BENEFIT - DENTAL 08 - 2024 394.50$ ELOCAL LINK ADVERTISING 08 - 2024 2,300.00$ MIDAMERICAN ENERGY COMPANY HUT 1 ELECTRIC 08 - 2024 623.93$ ROMA DESIGN, LLC SPONSORSHIP/EVENTS 08 - 2024 353.10$ WELLMARK EBILLING BENEFIT - HEALTH 08 - 2024 6,948.75$ CONSORTIA CONSULTING 09 - 2024 2,100.00$ LAMAR COMPANIES ADVERTISING 09 - 2024 3,200.00$ MUTUAL OF OMAHA BENEFIT - LIFE 09 - 2024 293.91$ UNDERGROUND LOCATION COMPANY LOCATE UTILITIES 09 - 2024 464.40$ AHLERS & COONEY, P.C.LEGAL 09 - 2024 1,724.00$ AVESIS THIRD PARTY ADMIN, LLC BENEFIT - VISION 09 - 2024 95.60$ CAMV.IO OSS/BSS 09 - 2024 1,500.00$ CEDAR FALLS UTILITIES BANDWITH 09 - 2024 3,710.00$ CLARK, BUTLER, WALSH & HAMANN LEGAL 09 - 2024 620.00$ CURTIS WAYNE DEAN BROADBAND CONSULTING 09 - 2024 843.75$ FUSE TECHNIC, LLC CONSULTING 09 - 2024 4,025.00$ THE COURIER REQUIRED PUBLICATION 09 - 2024 137.03$ THE COURIER REQUIRED PUBLICATION 09 - 2024 9.93$ IPERS PAYROLL BENEFIT - RETIREMENT 09 - 2024 7,821.24$ IPERS PAYROLL BENEFIT - RETIREMENT 09 - 2024 6,786.26$ ADVADMIN FS ADMIN FEES 09 - 2024 18.00$ ADVADMIN FS ADMIN FEES 09 - 2024 18.00$ ADVADMIN FS ADMIN FEES 09 - 2024 18.00$ ADVADMIN FLEX SPENDING 09 - 2024 162.50$ ADVADMIN FLEX SPENDING 09 - 2024 162.50$ ADVADMIN FLEX SPENDING 09 - 2024 162.50$ ADVADMIN FLEX SPENDING 09 - 2024 162.50$ ADVADMIN FLEX SPENDING 09 - 2024 162.50$ ADVADMIN FLEX SPENDING 09 - 2024 162.50$ ADVADMIN FLEX SPENDING 09 - 2024 162.50$ ADVADMIN FLEX SPENDING 09 - 2024 162.50$ AMPERAGE, LLC.ADVERTISING 09 - 2024 1,069.78$ AMPERAGE, LLC.ADVERTISING 09 - 2024 2,500.00$ CALIX SERVICE CLOUD 09 - 2024 2,430.00$ CALIX NOC: OPERATION CLOUD 09 - 2024 2,220.00$ CALIX NOC: SOLUTIONS & SUPPORT 09 - 2024 48.00$ DELTA DENTAL OF IOWA BENEFIT - DENTAL 09 - 2024 394.50$ VGM GROUP, INC SWAG 09 - 2024 670.49$ WELLMARK EBILLING BENEFIT - HEALTH 09 - 2024 6,948.75$ AHLERS & COONEY, P.C.LEGAL 09 - 2024 90.00$ CITY OF WATERLOO FUEL 09 - 2024 32.19$ LAMAR COMPANIES ADVERTISING 09 - 2024 1,800.00$ MIDAMERICAN ENERGY COMPANY HUT 1 ELECTRIC 09 - 2024 684.97$ PRINT INNOVATIONS ADVERTISING - VEHICLE WRAP 09 - 2024 4,649.15$ PRINT INNOVATIONS ADVERTISING - VEHICLE LOGO 09 - 2024 144.45$ UNDERGROUND LOCATION COMPANY LOCATE UTILITIES 09 - 2024 602.10$ $ 87,032.61 1 FIBER PROJECT REIMBURSEMENT AGREEMENT THIS AGREEMENT is entered into this ___ day of _______________, 2024, by and between the City of Waterloo, Iowa (the “City”) and the Waterloo Municipal Communications Utility (the “Utility”), collectively, the “Parties”. WHEREAS, the City and the Utility previously entered into a Joint Public Improvement Agreement (the “Improvement Agreement”) in connection with the design, bid letting and construction of a Fiber-to-the-Premises Feeder/Distribution (“FTTP”) and Backbone Network (“Backbone”) Project within the City (the “Project”); and WHEREAS, the FTTP system will be under the management and control of the Utility, and the Backbone will be under the management and control of the City; and WHEREAS, the Improvement Agreement provides that: 4. Project Costs - Source of Funds. Each party is obligated and agrees to pay its proportional share the portion of the Project Costs associated with the portion of the Project to be under its management and control, once in operation; provided, however, that Project Costs may be paid from any lawfully available funds or sources and certain funds or sources may be under the control of the other party. For example, general obligation financing and ARPA funds are under the control of the City but may be used to pay for certain Project Costs pertaining to the portion of the Project which will be under the management and control of the Utility. The parties shall work together to establish the final financing plan, provided that such financing plan and the Project Cost allocation shall be made in accordance with applicable law. All payments shall be made from any lawfully available funds or sources. Project Cost payments may be made directly to the contractors associated with the Project or by reimbursement to the other party if such funds are advanced on behalf a party. If either party issues bonds or notes related to the Project (such party being the “Issuing Party” ), and if such bonds or notes are used to construct portions of the Project that will be under the other party’s management and control once in operation, the other party agrees that it shall be responsible for paying the Issuing Party an amount or amounts equal to the portion of the debt service payments on such bonds or notes correlating with the portions of the Project financed by said bonds or notes which will be under its management and control. Payments to the Issuing Party may be made at the approximate time the applicable debt service payments are due, or by subsequent reimbursement to the Issuing Party. It is further understood that the Utility may use a portion of the backbone under the management and control of the City, and shall pay for such use in accordance with applicable law pursuant to a joint use agreement or other form of agreement to be prepared by the parties after the applicable Project Costs are known or at such other time as may be 2 necessary and appropriate. If the City receives Utility services or uses portions of the FTTP system, the Utility may charge the City for such services or use. The parties shall cooperate with each other to execute and deliver such instruments and documents and take such actions as may be required to effectuate the provisions and intent of the cost sharing and usage provisions of this Agreement. WHEREAS, as presently designed, it is anticipated that the Utility will not use any part of the City’s backbone; and WHEREAS, the City has or will issue General Obligation Capital Loan Notes in the approximate amount of $20,000,000 for purposes of paying costs of the Project, the authorization of which was approved by the voters of the City on September 13, 2022 (the “Notes”); and WHEREAS, the City has or will use a portion of the proceeds of the Notes (the “Utility Portion”) for a portion of the costs of the FTTP system, for which the City and the Utility shall determine a framework for reimbursement by the Utility to the City, as provided in the Improvement Agreement; and WHEREAS, the City and the Utility wish to memorialize, in this Agreement, the terms and conditions under which the Utility will reimburse the City for a proportionate share of the debt service on the Notes, based on the proportion of the proceeds of the Notes allocated to the FTTP portion of the Project, as set forth herein. 1. Financing: The Utility agrees to pay to the City, from revenues generated by the operation of the Utility, or from such other funds as may be lawfully available, such amounts as necessary to reimburse the City for the Utility Portion, according to the timing specified in Section 2 herein. The schedule of payments will be derived by determining the Utility Portion as a percentage of the total portion of the proceeds of the Notes originally deposited in the project fund for the Notes, and then multiplying said percentage by each fiscal year of debt service on the Notes. Said Utility Portion percentage shall be calculated once the proceeds of the Notes are spent and proper allocation can be made regarding the actual uses of the proceeds of the Notes. 2. Repayment Timing. The Parties recognize that, as a new Utility, the Utility does not yet generate revenue, and during an initial period of operation the Utility may not have sufficient revenue to pay the amounts required under Section 1 on or before the date the City pays the related debt service on the Notes. A start-up utility requires a “ramp up” period during which new customers sign up, the necessary connections are made to initiate service to such new customers, and revenues gradually increase as the take-rate increases. As a start-up utility, the Utility must also build up its cash flow sufficient for operating expenses, debt service on any revenue bonds or notes issued by the Utility, and the establishment of cash reserves. The Notes will mature with a balloon payment on June 1, 2027, and are callable at any time on or after June 1, 2026. The plan of financing provides for refunding the Notes at maturity or redemption prior thereto. The Parties anticipate that the Utility will need a period of at least three years after its initial operation before the Utility will be able to begin the payments required under Section 1. 3 Accordingly, a payment schedule for the reimbursement of interest payments for the Utility Portion of the Notes, as well as a payment schedule for reimbursement of the Utility Portion percentage of the future principal and interest payments to be made on the future issuance of refunding notes to be issued to refund the Notes, will be calculated and included as Exhibit A to this Agreement within 90 days of the refinancing of the Notes. Depending on the Utility’s cash flow projections at that time, the payment from the Utility to the City may be staggered after the City’s related debt service payments. Arrangements for each such payment by the Utility to the City shall be made no later than March 1st of each year, with the actual payment being made to the City no later than June 1 of each year. For example, if the City’s first payment of principal and interest on the Notes is June 1, 2028, the arrangements for the Utility’s first payment must be made with the City on or before March 1, 2028, with the actual payment from the Utility to the City on or before June 1, 2028. 3. Subordination: This Agreement and all obligations of the Utility hereunder owing to the City are hereby subordinated in time and right to all other notes, bonds, leases, obligations or other indebtedness existing now or issued subsequent to this Agreement by the Utility, including all renewals, modifications, and extensions thereof. For the avoidance of doubt, the Utility may, from time to time, issue bonds, notes or other indebtedness on parity, and the Utility’s obligations hereunder shall be deemed subordinate and junior to such parity debt in all respects. 4. Access: The Parties mutually agree to allow access to records, documents, and papers, to auditors of the City and the Utility as permitted by the Code of Iowa until 3 years after the final maturity of the Notes. 5. Entire Agreement: The Parties state that they have obtained the necessary approval and acceptance from their respective governing bodies to enter into this Agreement and that the above provisions constitute the entire and complete Agreement between the Parties on this subject matter. [signature page follows] 4 THE ABOVE AGREEMENT is hereby entered into by the following authorized agents of the Parties. CITY OF WATERLOO WATERLOO FIBER, THE MUNCIPAL COMMUNICATIONS UTILITY OF THE CITY OF WATERLOO ________________________________ __________________________________ Mayor, Quentin Hart Andrew Van Fleet, Chairperson ATTEST: ATTEST: ____________________________________ ___________________________________ Kelley Felchle, City Clerk Kelley Felchle, Secretary 5 EXHIBIT A Reimbursement Schedule [to be prepared and inserted within 90 days of the issuance of the refunding notes] 02330116\11310-171 1 SUPPLEMENT TO FIBER PROJECT REIMBURSEMENT AGREEMENT THIS SUPPLEMENT is entered into this ___ day of _______________, 2024, by and between the City of Waterloo, Iowa (the “City”) and the Waterloo Municipal Communications Utility (the “Utility”), collectively, the “Parties”, and supplements the FIBER PROJECT REIMBURSEMENT AGREEMENT by and between the City and the Utility (the “Agreement”). WHEREAS, the Agreement memorializes the terms and conditions under which the Utility will reimburse the City for a proportionate share of the debt service on the Notes (as defined in the Agreement), based on the proportion of the proceeds of the Notes allocated to the FTTP portion of the Project (each as defined in the Agreement); and WHEREAS, the City and the Utility wish to further memorialize, in this Supplement, for illustrative purposes only, an estimated reimbursement payment schedule (the “Estimated Reimbursement Schedule”) pursuant to which the Utility will reimburse the City, as set forth herein. 1. An Estimated Reimbursement Schedule has been prepared for the City and the Utility by their municipal advisor. Said Estimated Reimbursement Schedule is the “Fiscal Total” column of the “Debt Service Schedule” attached as Exhibit A hereto and incorporated herein. 2. It is presently estimated that $18,000,000 of the proceeds of the Notes will be allocated to the FTTP portion of the Project, as reflected in the Estimated Reimbursement Schedule. This is, however, only an estimate. The Estimated Reimbursement Schedule is also based in part on the estimated debt service schedule for the long term financing anticipated to be issued by the City for the refinancing of the Notes. All details of said long term financing are, however, only estimates, and the actual details of said long term financing may differ from the estimates. A final reimbursement schedule based on the actual portion of the proceeds of the Notes allocated to the FTTP portion of the Project and the actual details of the long term financing will be prepared after the refinancing of the Notes, as provided in Section 2 of the Agreement. 3. The Parties agree and acknowledge that the Utility’s payments under the final reimbursement schedule, when it is prepared, may be staggered relative to the City’s related debt service payments for the long term financing, as provided in the Agreement. 4. The Parties further agree and acknowledge that the final reimbursement schedule, when it is prepared, will be subject to various factors including how much of the Notes are used for the FTTP portion of the Project, when the Notes are refinanced with the long term financing, the interest rate on the long term financing, and the Utility’s economic performance factors which could potentially warrant payment schedule modifications, all subject to actual circumstances and applicable law. [signature page follows] 2 THE ABOVE SUPPLEMENT is hereby entered into by the following authorized agents of the Parties. CITY OF WATERLOO WATERLOO FIBER, THE MUNCIPAL COMMUNICATIONS UTILITY OF THE CITY OF WATERLOO ________________________________ __________________________________ Mayor, Quentin Hart Andrew Van Fleet, Chairperson ATTEST: ATTEST: ____________________________________ ___________________________________ Kelley Felchle, City Clerk Kelley Felchle, Secretary 3 EXHIBIT A Estimated Reimbursement Schedule (see attached “Debt Service Schedule”) 02402473\24268-000 CITY OF WATERLOO, IOWA $18,000,000 GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2027 **PRELIMINARY - SUBJECT TO CHANGE** COMM UTILITY PORTION-FIBER PROJECT Debt Service Schedule Date Principal Coupon Interest Total P+I Fiscal Total 06/01/2027 ----- 12/01/2027 --360,000.00 360,000.00 - 06/01/2028 --360,000.00 360,000.00 720,000.00 12/01/2028 --360,000.00 360,000.00 - 06/01/2029 --360,000.00 360,000.00 720,000.00 12/01/2029 --360,000.00 360,000.00 - 06/01/2030 700,000.00 4.000%360,000.00 1,060,000.00 1,420,000.00 12/01/2030 --346,000.00 346,000.00 - 06/01/2031 730,000.00 4.000%346,000.00 1,076,000.00 1,422,000.00 12/01/2031 --331,400.00 331,400.00 - 06/01/2032 760,000.00 4.000%331,400.00 1,091,400.00 1,422,800.00 12/01/2032 --316,200.00 316,200.00 - 06/01/2033 790,000.00 4.000%316,200.00 1,106,200.00 1,422,400.00 12/01/2033 --300,400.00 300,400.00 - 06/01/2034 820,000.00 4.000%300,400.00 1,120,400.00 1,420,800.00 12/01/2034 --284,000.00 284,000.00 - 06/01/2035 855,000.00 4.000%284,000.00 1,139,000.00 1,423,000.00 12/01/2035 --266,900.00 266,900.00 - 06/01/2036 885,000.00 4.000%266,900.00 1,151,900.00 1,418,800.00 12/01/2036 --249,200.00 249,200.00 - 06/01/2037 925,000.00 4.000%249,200.00 1,174,200.00 1,423,400.00 12/01/2037 --230,700.00 230,700.00 - 06/01/2038 960,000.00 4.000%230,700.00 1,190,700.00 1,421,400.00 12/01/2038 --211,500.00 211,500.00 - 06/01/2039 1,000,000.00 4.000%211,500.00 1,211,500.00 1,423,000.00 12/01/2039 --191,500.00 191,500.00 - 06/01/2040 1,040,000.00 4.000%191,500.00 1,231,500.00 1,423,000.00 12/01/2040 --170,700.00 170,700.00 - 06/01/2041 1,080,000.00 4.000%170,700.00 1,250,700.00 1,421,400.00 12/01/2041 --149,100.00 149,100.00 - 06/01/2042 1,125,000.00 4.000%149,100.00 1,274,100.00 1,423,200.00 12/01/2042 --126,600.00 126,600.00 - 06/01/2043 1,170,000.00 4.000%126,600.00 1,296,600.00 1,423,200.00 12/01/2043 --103,200.00 103,200.00 - 06/01/2044 1,215,000.00 4.000%103,200.00 1,318,200.00 1,421,400.00 12/01/2044 --78,900.00 78,900.00 - 06/01/2045 1,265,000.00 4.000%78,900.00 1,343,900.00 1,422,800.00 12/01/2045 --53,600.00 53,600.00 - 06/01/2046 1,315,000.00 4.000%53,600.00 1,368,600.00 1,422,200.00 12/01/2046 --27,300.00 27,300.00 - 06/01/2047 1,365,000.00 4.000%27,300.00 1,392,300.00 1,419,600.00 Total $18,000,000.00 -$9,034,400.00 $27,034,400.00 - Yield Statistics Bond Year Dollars $225,860.00 Average Life 12.548 Years Average Coupon 4.0000000% Net Interest Cost (NIC)4.0000000% True Interest Cost (TIC)4.0000000% Bond Yield for Arbitrage Purposes 4.0000000% All Inclusive Cost (AIC)4.0000000% IRS Form 8038 Net Interest Cost 4.0000000% Weighted Average Maturity 12.548 Years 2027 Waterloo GO Fiber $2 | Comm Utility | 9/18/2024 | 4:01 PM Speer Financial, Inc. Registered Municipal Advisors SPEER FINANCIAL, INC. PRELIMINARY - SUBJECT TO CHANGE 1 COLLECTION SERVICES AGREEMENT Municipal Collections of America, Inc. This COLLECTION SERVICES AGREEMENT is made this ___ day of __________________________, 2024 by and between Municipal Collections of America, Inc., (MCOA) an Illinois corporation, and Waterloo Fiber, an Iowa municipal corporation (hereinafter referred to as THE CLIENT). WHEREAS, MCOA is a duly licensed collection agency in the State of Illinois, and; WHEREAS, MCOA possesses the personnel, experience, expertise, and equipment to effectively aid THE CLIENT in collecting the said debts through an effective collection process and; WHEREAS, THE CLIENT may wish to list certain other debts with MCOA for collection from time to time and MCOA may wish to accept such debts for collection. MCOA retains the right to reject any debt submitted for collection and will provide explanation for such action if taken. MCOA and THE CLIENT do hereby agree as follows: ARTICLE I THE CLIENT agrees that any debts listed for collection with MCOA will be collected and administered pursuant to all the terms and conditions in this Agreement. This Agreement shall not be construed so as to constitute an exclusive collection agreement between THE CLIENT and MCOA. THE CLIENT may submit or not submit any debts for collection to MCOA at THE CLIENT’S sole discretion, and THE CLIENT may use any alternative means other than submitting such debts to MCOA for collection pursuant All municipal debts listed for collection will be forwarded to MCOA, using the forms and procedures designated by MCOA. Upon request of MCOA, THE CLIENT will provide certified copies of any documentation deemed necessary for use by MCOA in its collection efforts in a timely manner. MCOA will acknowledge receipt of any debts listed for collection within five days thereof. ARTICLE II MCOA agrees to use its best efforts and any lawful means which in its judgment and discretion it believes will result in the collection of the debts/ which are listed for collections. ARTICLE III No fees will be payable to MCOA unless money is collected, at which time MCOA will be paid as follows: Option 1: MCOA shall receive 20% of the balance paid on any debt in which THE CLIENT has added a 25% collection/late fee at delinquency to the debt prior to listing it with MCOA 2 Option 2: . MCOA shall receive 25% of the balance paid on any debts in which THE CLIENT has not added a 25% collection/late fee at delinquency. Any payments received from the State of Iowa Tax Offset Program shall be charged a reduced commission of 10% to MCOA upon payment. All debts shall be designated as either Option 1 or Option 2 prior to MCOA commencing collection efforts ARTICLE IV Upon THE CLIENT’S listing of the debts for collection, MCOA shall have the exclusive right to collect the amounts owed there under until such time as it determines the debt is uncollectable or THE CLIENT requests return of the debts to THE CLIENT. Any inquiries concerning any debt listed for collections, including attempts to make payment, shall be referred at the earliest possible time to MCOA. MCOA will deposit any money collected in THE CLIENT’S separate bank trust account established for that purpose. After deduction of the fees allowable by this Agreement, MCOA will forward to THE CLIENT, its share of any amounts collected. Remittance to the CLIENT will be made by the 15th of the month for any amounts collected by the last day of the preceding month. In the event that any funds are paid to THE CLIENT for debts which have been listed for collection, THE CLIENT will report such collections to MCOA daily for accounting under this Article. ARTICLE V THE CLIENT hereby authorizes MCOA to accept a negotiated settlement on any debts listed for collection. However, unless otherwise authorized by the CLIENT, any such settlements shall be no less than 100% of the principal balance of the debt, due to the CLIENT’s regulations concerning water shut-off. ARTICLE VI MCOA agrees to indemnify and hold THE CLIENT harmless against any and all liability, costs and expenses including attorney fees, occasioned by debts or suits for loss or damages arising out of the acts of the agents, servants or employees of MCOA during the term of this Agreement. MCOA shall defend and indemnify THE CLIENT from any claim or action arising out of MCOA’s performance or non-performance of its obligations under this agreement, including but not limited to any violation of the Fair Debt Collection Practice Act, any law dealing with the credit rating of any individual, and other applicable laws arising out of the acts or omissions of MCOA or its agents or employees. Conversely, THE CLIENT agrees to indemnify and hold MCOA harmless against any and all liability, costs and expenses including attorney fees, occasioned by the debts or suits for loss or damages arising out of the acts of THE CLIENT, its servants or employees. Further, the CLIENT warrants and represents to MCOA that any debt listed for collection will be a legal and valid debt owed to the CLIENT; and in addition to the indemnities listed above, the CLIENT agrees to indemnify and hold MCOA harmless against any and all liability, costs, and expenses including attorneys’ fees occasioned by debts or suits under the Federal “Fair Debt Collection Practices Act”, due to the breach of these warranties and representations. ARTICLE VII 3 This Agreement is for a period of 24 months from the date first above written, however, it shall continue under the same terms and conditions for additional one-year periods until termination by either party, by notice given in writing to the other party, at least sixty days prior to termination. However, in the event of termination of the Agreement by either party, the CLIENT shall have the option of requesting MCOA to continue any outstanding collection efforts on debts until the debt is either paid or determined to be uncollectible under the same terms of this Agreement. ARTICLE VIII At least once per year, MCOA will return to THE CLIENT any debts, which it determines in its sole judgment and discretion, to be uncollectible. ARTICLE IX Any notices to be given pursuant to this Agreement shall be deemed as served when placed in the United States Mail, with postage prepaid, sent by certified mail, return receipt requested; to the address designated, in writing, by either party. Until such time as a different address is designated, notices shall be sent as follows: If to MCOA, Municipal Collections of America, Inc. 3348 Ridge Road Lansing, Illinois 60438 If to THE CLIENT, Waterloo Fiber 625 Glenwood Street Waterloo, IA 50703 ARTICLE X This agreement contains the entire agreement between the parties hereto and supersedes any prior agreements or understandings between the parties, except to the extent specifically provided for herein. This agreement may only be altered, amended or modified by written instrument signed by both parties hereto. The terms of this shall be severable. In the event any of the terms or provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the reminder of this agreement shall remain in full force and effect. This agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto except to the extent specifically provided for herein. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that, in connection with the performance of this agreement, MCOA shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, MCOA hereby certifies, represents and warrants to THE CLIENT that all MCOA’S employees and/or agents who will be providing products and/or services with respect to this agreement 4 shall be legal residents of the United States. MCOA shall also, at its expense, secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. THE CLIENT shall have the right to audit any records in the possession or control of MCOA to determine MCOA’S compliance with the provisions of this section. IN WITNESS WHEREOF, the parties have signed and sealed this Agreement of the date first above written. Municipal Collections of America, Inc. BY: _________________________________________ TITLE: _______________________________________ THE CLIENT BY: _________________________________________ DATE:____________________ TITLE:_______________________________________ PROPOSAL FOR AUDIT SERVICES Waterloo Fiber October 9, 2024 PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER CREATIVEPLANNING.COM Table of Contents Profile of Firm Proposing: Transmittal Letter .................................................................................. 1 Executive Summary ................................................................................. 3 Firm Profile .......................................................................................... 5 Value-Added Services Beyond the Audit ......................................................... 9 Certifications and Independence ................................................................ 10 Proposal for Audit Services: Dedicated Service Team .......................................................................... 11 Audit Approach and Timeline .................................................................... 17 Fee Information .................................................................................... 21 Client References .................................................................................. 23 PlainSight ............................................................................................ 25 Peer Review ......................................................................................... 26 PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 1 CREATIVEPLANNING.COM Transmittal Letter Kelley Felchle, City Clerk City Clerk's Office 715 Mulberry Street Waterloo, IA 50703 Dear Ms. Flechle, On behalf of BerganKDV, I am pleased to submit this proposal for audit services for the Waterloo Fiber. We appreciate the opportunity to bid these services and your consideration of our firm. The attached proposal addresses the information you requested, including the unique qualifications of BerganKDV, the depth and breadth of the services we will provide your Utility and our commitment to providing the highest-quality work through a process that is both efficient and effective. Our services would include, but not be limited to, the following for year ending December 31, 2024- 2026, with the option of two (2) more fiscal years. 1. Performing an audit of the Utility accordance with auditing standards generally accepted in the United States of America, Government Auditing Standards, and other federal, state, and local requirements, as applicable. 2. Providing an opinion on the Utility's basic financial statements and an "in-relation to" report on the supporting schedules. 3. Reviewing the Utility's financial statements and related note disclosures, and supplemental schedules. 4. Reviewing, documenting, and providing recommendations on improving the Utility's internal control and financial operations. 5. Providing verbal and written guidance on new and ongoing Governmental Accounting Standards Board (GASB) Statements. 6. Meeting with Utility finance personnel and administration to review the financial statements and a draft of our letter of recommendations for improving the internal control and financial operations of the Utility. 7. Presenting the financial statements and communications letter to the Board of Trustees. 8. Providing bound copies of the report to the Utility and a searchable pdf of the report, and the communications letter. 9. Being available during the year to provide a wide range of consulting services and answer your questions as they arise. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 2 CREATIVEPLANNING.COM Our Government Market team is located throughout BerganKDV offices. These individuals work only on our governmental entity clients. We have outlined your upper management team in the “Qualifications” section. In addition to these individuals, we will utilize associate level individuals from our Waterloo, Iowa office. We will work with your representatives to schedule specific fieldwork dates to ensure we are meeting your deadlines. The undersigned is a partner and is authorized to make representations for the firm. This proposal is a firm and irrevocable offer for 60 days. Sincerely, Nancy Schulzetenberg St. Cloud, MN // 302.650.0219 // nancy.schulzetenberg@creativeplanning.com PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 3 CREATIVEPLANNING.COM Executive Summary Thank you for the opportunity to serve as a partner with Waterloo Fiber. It is our understanding that you are seeking competitive proposals from independent public accounting firms to provide professional financial audit services for years ending December 31, 2024-2026 with the option of two (2) more fiscal years. Here are a few benefits of working with BerganKDV: A Responsive Firm Who is there for You. We believe we are your auditors not just at year-end but throughout the year. This means being there for you when issues arise, available when you need us and being responsive to your requests. We demonstrate this through same-day callbacks and in- depth research to get to the heart of your questions. We take a collaborative approach in all our interactions with you. Respect Your Time. We have the resources to perform your audit and meet with your board to ensure you receive information in a timely manner. We are clear with you on things we need for the audit including timing and deadlines. In addition, at BerganKDV, we strive for a three-week turnaround, from fieldwork to meeting-ready documents. You will have a draft copy of your financial statements and communication letter within this timeframe. Effective Communication. BerganKDV has set high internal standards for responding and communicating with our clients. Providing support exactly when and where you need it is the value our team brings. Your time is valuable; we will be clear and efficient in our communications, work to eliminate surprises and meet agreed-upon deadlines. We have a proven track record of performing client’s requests based on their preferred timetable and delivering reports to our clients in advance of deadlines. A Personalized Approach to the Audit. Our audit process includes an annual planning meeting with you to discuss any challenges and changes over the past year, and to build future strategies. We enjoy learning about and will work to understand your utility from an overall operational standpoint. We are not afraid to "roll up our sleeves" and delve into the details of your operations. This allows us to personalize our audit approach each year, bring best practices, and be a resource for you when it comes to GASB and other reporting standards. Value for Time and Fees Invested. Receiving value for your fee investment is critical in government. In addition to offering highly competitive fees, we work diligently to not incur fee surprises. We encourage frequent calls throughout the year, always at no cost to you. Our goal is to be your first call when you experience organizational challenges, and our current clients report that this has helped them save time, reduce costs, and build confidence when solving issues. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 4 CREATIVEPLANNING.COM Government Finance Expertise. Your audit firm needs to understand how municipalities operate and how the environment in which they function is regulated. Your audit firm also needs to understand the intricacies of these entities and how decisions that are made and affect the community. BerganKDV audit professionals are dedicated to your industry beyond the audit; we strive to be your trusted resource in all areas. Innovative thinking and solutions driven. When working with BerganKDV, clients find that we focus on earning their trust by being actively involved and focused on helping them be successful in all they do. We solve problems. Whether that problem is technology, financial or operations related, we will find a way to help. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 5 CREATIVEPLANNING.COM Firm Profile We have an extensive background in working with clients through a strategic approach in all aspects; we don’t just keep pace with the trends; we stay ahead of the curve. We explore new ways to reduce costs and operate more efficiently. THE BACKSTORY The history of our firm began in 1945, and since the beginning, BerganKDV has been firmly rooted in community. Today we are a Top 100 Firm, we operate in multiple states in nine different offices, employ over 450 experts, and service clients across the country. As we continue to grow, we acknowledge that we are not in the business to provide one-size-fits-all solutions. Every client is different – from business problems to personal preferences. We invest the time to understand your needs and customize our services and solutions to meet them. Our playbook consists of business advisory, tax, assurance and accounting, workforce management, technology, wealth management and turnaround management services. Sure, we offer a robust and competitive service portfolio and notable processes but what really makes us different? As of July 1, 2023, BerganKDV has joined forces with Creative Planning, LLC, one of the largest and most highly respected independent wealth management firms in the country. BerganKDV will continue to provide audit and other attest services to clients, while Creative Planning Business Services entities will provide tax advisory and consulting services to clients. We remain committed to serving governments with our renowned industry expertise, all while having greater resources and expanded connections to further achieve our client's unique goals. From tax and audit to payroll and strategic planning, we offer an array of business services to transform organizations with a long, tenured understanding of governments. OUR PEOPLE Relationships are at the core of everything we do, and our products and services are designed to meet the specific needs of our clients. When working with BerganKDV, clients find that we focus on earning their trust by being actively involved and focused on helping them be successful in all they do. Who is bergankdv? We’re glad you asked! PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 6 CREATIVEPLANNING.COM PERSONALIZED SERVICE Our philosophy is to provide timely, quality services that exceed the expectations of our clients. Outstanding client service requires a successful team effort within our firm and with our clients. Providing outstanding service involves enthusiastic, dependable and knowledgeable personnel who are responsible for knowing, understanding and caring about our clients. Our firm believes that outstanding service is a continual process that is refined and enhanced with each client contact. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 7 CREATIVEPLANNING.COM ENGAGE© | Our Proven Value Creation Process We have aligned our team around our core values and are driven in our commitment to help clients and team members achieve their potential. We help clients reach their goals by utilizing our value creation process. Results of this process have led to more robust client relationships – deeper trust, enhanced communication and minimization of time for all. This process is a key component of our strategy in supporting and helping our clients further their organizations. Our Business Lines BerganKDV has a strong bench of resources and expertise available based on needs of the client. This ensures the most effective and efficient results are delivered! PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 8 CREATIVEPLANNING.COM Community Support At BerganKDV, we believe in giving back. We support the organizations our people and clients are actively involved with. On average, we support multiple events a week in our communities. This year we supported over 35 civic, 15 health and wellness, 10 youth and four arts organizations. BerganKDV's culture promotes community involvement by providing employees with paid volunteer time off. Vision And Values We are powered by people who do business the Midwest way delivering comprehensive business, financial and technology solutions. Our firm consists of highly talented individuals that put relationships before business deals and clients before profits. Our values drive our decisions. Our Focus and Our Promise Empowering people and creating a wow experience for our clients. We go beyond so you can DO MORE. We continue to align BerganKDV team member core values and sense of purpose with our firm core values and mission. We hire towards our core values and manage performance through real time feedback corresponding to our core values. We’ve found that this work results in more open conversations at BerganKDV which impacts employee engagement and client care. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 9 CREATIVEPLANNING.COM Value Added Services Our goal is to be your first call when you experience organizational challenges. We believe this can occur only when a relationship is developed and nurtured through strong communication and a thorough understanding of your mission, programs, and operations. We are unwavering in our commitment to our clients and make it our mission to ask the right questions, listen actively, understand your expectations, and deliver results. You can expect a partnership with professionals who value trust, integrity, and relationships. Extensive Governmental Auditing and Consulting Experience With over 50 years of experience serving the government community, we have a great appreciation for the unique issues and complexities that you face. We currently work with over 150 governmental entities, including cities, charter schools, school districts, colleges and universities, and other governmental entities, providing a wide array of services including accounting, auditing, and consulting services. We are dedicated to keeping informed of significant developments in the government community and the impact of those developments on our clients. We accomplish this through formal training, including annual seminars, workshops and professional sponsored classes on governmental accounting, auditing, and reporting requirements. We are a member of the Governmental Audit Quality Center of the American Institute of Certified Public Accountants. The Center maintains standards for quality control in governmental audits for CPA firms nationwide. In addition, many employees of our firm are members and have participated as instructors and speakers at seminars. These presentations have included GASB implementations, auditing standards updates, levy process and related accounting, property taxes and general fund budget, budget issues related to the state budget deficit, accounting and finance policies and procedures and fraud. Peer Review Our firm is a member of the Private Companies Section of the AICPA Division for CPA Firms. This Division was founded in 1977 by the AICPA to promote CPA excellence and to provide a voluntary, objective means of monitoring adherence to professional standards. Each member firm is required to periodically subject its audit and accounting practice to a comprehensive quality review by specially trained outside CPAs. Our last such review was just performed recently, and we received a clean report on our practices and methods. A copy of our last peer review report is included on page 26. Assistance with Certificate of Achievement Our firm is very familiar with the requirements necessary to obtain the Certificate of Achievement. We currently assist several of our clients with preparation of their annual comprehensive financial report to meet the criteria for GFOA’s Certificate of Achievement for Excellence in Financial Reporting. We assisted several of these clients with their initial application, and all were successful on their initial and all subsequent submissions. Additionally, your engagement partner is a professional reviewer for the National Association of School Business Officials' Certificate of Achievement for Excellence in Financial Reporting program. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 10 CREATIVEPLANNING.COM Certifications and Independence We recognize when we audit a governmental entity, we are required to be familiar with certain rules, regulations, and requirements and, as a firm we are required to meet certain requirements. In that regard, we make the following affirmations: Our firm meets the independence requirements relating to the Utility defined by auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Our firm and all assigned key professional staff are properly licensed to practice in the State of Iowa. Our firm is a member of the American Institute of Certified Public Accountants and the Iowa Society of Certified Public Accountants. Our firm has never had a report rejected or classified as substandard by any state or federal agency, or by the Government Finance Officers Association. Our firm has never had and currently does not have any pending disciplinary actions or investigations for alleged improper, fraudulent, disreputable, or unfair activities against our firm with state regulatory bodies or professional organizations. We accept the professional obligation concerning the American Institute of Certified Public Accountants Interpretation 501-3 “Failure to Follow Standards and/or Procedures or Other Requirements in Governmental Audits.” Our professional personnel have received adequate continuing education to follow Government Auditing Standards and have received adequate continuing professional education over the past two years. Our firm is an equal opportunity employer and does not discriminate in employment of persons upon the basis of race, color, creed, national origin, sex, age, or physical handicap, and have an affirmative action plan in place. We do not expect any potential audit problems and are not aware of any conflicts of interest about any work performed by the firm for the Utility. We acknowledge and have adequate personnel to comply with the audit schedule provided in the request for proposals. Our firm shall maintain during the life of this contract, Professional Liability Insurance, naming and protecting the Utility against claims for damages resulting from the firm’s errors, omissions, or negligent acts. Such policy will contain a limit of liability not less than three million dollars. The insurance will be written by a company duly authorized and licensed to do business in the State of Iowa and will be maintained until all auditing work has been completed and accepted by the Utility. A certificate of insurance evidencing policies will be furnished to the Utility and such certificate will specifically indicate that insurance policies shall give the Utility at least thirty (30) days written notice in the event of cancellation or material change in any of the policies. Proposal for Audit Services PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 11 CREATIVEPLANNING.COM Dedicated Service Team Michael E. Duscher, Government Consulting Leader Minneapolis, Minnesota Office Role and Experience: Mike serves clients in the government sector. He is responsible for growing the client base in the government market by building relationships with potential clients and working with them to help solve pain points they are experiencing in their business operations. Mike received his bachelor’s degree in organizational communication and sociology. He is involved with Northern Voices, a nationally recognized school for deaf and hearing of children and Crescent Cover Respite & Hospice Home for Kids. On the next couple of pages, we have included the resume for the Partner and Manager that would oversee your engagement. In addition to the individual resumes listed, we will utilize 2 associates on your audit engagement from our GASB team. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 12 CREATIVEPLANNING.COM Dedicated Service Team Nancy Schulzetenberg, CPA, Partner Education: Bachelor of Science in Accounting from Mankato State University, graduated Summa Cum Laude Independent to this Engagement as defined by government audit standards. Experience, Professional and Civic Activities: Thirty+ years of experience in auditing governmental and nonprofit entities Member of the Quality Control Committee for our firm Appointed by the Commissioner of Education to serve as a member of the Minnesota Department of Education’s Advisory Committee on Financial Management, Accounting and Reporting Attends continuing education, workshops and conferences on city and school district accounting and reporting requirements on an annual basis that qualifies as “yellow book” continuing professional education Member of the Special Review Committee of the Government Finance Officers Association whose purpose is to review Annual Comprehensive Financial Reports to determine eligibility for the Certificate of Achievement for Excellence in Financial Reporting Engagement Partner for the Waterloo, Sheldon, Mount Vernon, Central Lee, Atlantic, George-Little Rock, and MMCRU Community School Districts in Iowa Presenter at the Minnesota Association of School Business Officials Annual Conference, the Central Minnesota Educational Research & Development Council’s Annual Conference, the MN Government Finance Officer’s Association’s Annual Conference, and BerganKDV sponsored seminars Instructor at the Minnesota Association of School Business Officials Institute and the Minnesota Association of School Business Officials Certification Program Member of Minnesota Society of Certified Public Accountants, American Institute of Certified Public Accountants, Minnesota Association of School Business Officials, and Government Finance Officers Association Certified Public Accountant, licensed to practice in the State of Iowa PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 13 CREATIVEPLANNING.COM Date Course Number of CPE Credit hours 7/26/2021 Update on Recent AICPA Standard Setting: Staying Current in a Changing Environment 8.0 7/27/2021 2021 Audit Update 4.0 7/27/2021 Single Audit Walkthrough 2.0 10/22/2021 GFOA GAAFR Review 1.0 1/19/2022 BDO Quarterly Update 1.0 4/21/2022 Auditor Considerations: the FRF Program 2.0 6/14/2022 UGAAP Lunch and Learn 2.0 6/15/2022 Current Issues in Ethics- 2022 4.0 6/29/2022 Essentials of Audit Sampling 2.0 6/29/2022 A Complete Guide to the Yellow Book 8.0 11/18/2022 IDEA Training 2.0 3/31/2023 Blue Book Training 1.5 4/28/2023 Blue Book Training 1.0 6/14/2023 Government Audit Quality Center - Trends and Issues 2.0 6/14/2023 Single Audit: Planning - Trends and Issues 1.0 6/14/2023 Yellow Book - Trends and Issues 1.0 6/14/2023 Single Audit Tools and Templates 1.0 6/15/2023 Major Program Determination 1.0 6/15/2002 Determining and Designing Testing for Applicable Compliance Req'ts.1.0 6/15/2023 Single Audit Sampling for Compliance Requirements 1.5 6/15/2023 Period of Performance - Applicability and Testing 1.0 6/22/2023 Behavioral Ethics 2.0 6/22/2023 Regulatory Ethics 2.0 7/18/2023 Single Audit and Yellow Book Trianing 8.0 8/23/2023 GASB Update 1.5 8/23/2023 Tools and Templates 1.0 8/23/2023 Grant Revenue 1.0 8/31/2023 Delegating 2.0 2/22/2024 Implementing the Risk Assessment Standards 2.0 3/25/2024 Quarterly Government Update 1.0 3/27/2024 Quarterly Single Audit Update 1.0 3/27/2024 ACFR Review Presentation 2.0 6/13/2024 Audit Sampling Part 1 2.5 6/17/2024 Government Quarterly 1.0 6/17/2024 Current Issues in Business Ethics 4.0 6/25/2024 Government Audit Quality Center 2024 2.0 6/26/2024 Single Audit Risk Assessment 1.0 6/25/2024 Performing a Walkthrough of Internal Controls 1.0 6/25/2024 Understanding How Risk Assessment Drives Audit Quality 1.0 6/26/2024 Annual Government Auditing Standards 1.0 6/27/2024 Compliance Supplement Update 1.0 6/28/2024 Audit Sampling Part 2 2.0 6/28/2024 SAS 143: Auditing Estimates 1.0 6/28/2024 Mastering Audit Evidence Requirements 2.0 6/28/2024 Government Accounting and Auditing Update 8.0 6/29/2024 Required Auditor Communications 3.0 Nancy Schulzetenberg CPE FY2022, FY2023 and FY2024 PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 14 CREATIVEPLANNING.COM Dedicated Service Team Dustin Opatz, CPA, Senior Audit Manager Des Moines, Iowa office Education: Bachelor of Science in Accounting from St. Cloud State University Independent to this Engagement as defined by government audit standards. Experience, Professional and Civic Activities: Ten years of experience with financial reporting in accordance with GAAP, ACFR requirements, analysis of internal control, performing audits of financial statements and single audits in accordance with OMB Circulars and Uniform Guidance Responsible for the planning, fieldwork and reports for numerous audits of cities, school districts, charter schools, and other government entities Attends continuing education, workshops and conferences on city and school district accounting and reporting requirements on an annual basis that qualifies as "yellow book" continuing professional education Attends workshops on governmental and single audit accounting, auditing and reporting on an annual basis Financial statement and communication letter preparation Extensive use of computer and software applications to assist in the preparation and performance of the audit process Certified Public Accountant, licensed to practice in the State of Iowa Presenter at the Government Finance Officers Association Annual ACFR Review, and BerganKDV sponsored seminars Professional and Civic Activities Iowa Society of Certified Public Accountants American Institute of Certified Public Accountants Minnesota Government Finance Officers Association Minnesota Association of School Business Officials Iowa Association of School Business Officials PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 15 CREATIVEPLANNING.COM Number of Date Course CPE Credit Hours 7/26/2021 Update on Recent AICPA Standard Setting: Staying Current in a Changing Environment 8.0 7/27/2021 2021 Audit Update 4.0 7/28/2021 DiSC & Application Training 5.0 8/27/2021 GFOA GAAFR Review Chapter 6 1.0 9/24/2021 GFOA GAAFR Review Chapter 14 1.0 12/7/2021 Charter School 990 Preparation 6.0 3/30/2022 Annual Comprehensive Financial Report Review Session 3.0 5/25/2022 IDEA Data Analysis Level 1 16.0 6/14/2022 UGAAP 2.0 6/15/2022 Current Issues in Ethics- 2022 4.0 7/19/2022 Single audit update 8.0 8/17/2022 Six Critical Practices for Leading a Team 8.0 8/26/2022 GFOA GAAFR Review Chapter 23 1.0 9/26/2022 IDEA training 4.0 11/17/2022 IDEA training 2.0 11/18/2022 Alternative Compliance Examination Engagements 2.0 12/15/2022 Risk Based Approach 1.5 1/30/2023 Single audit lunch and learn 1.0 3/29/2023 Annual Comprehensive Financial Report Review Session 2.0 3/31/2023 GFOA GAAFR Review Chapter 26 1.5 4/28/2023 GFOA GAAFR Review Chapter 46 1.0 5/16/2023 ISCPA Governmental Conference 7.5 6/22/2023 Current Issues in Ethics- 2023 4.0 7/18/2023 Latest Developments in Governmental and Nonprofit Auditing 8.0 8/30/2023 Delegation Training 2.0 3/27/2024 ACFR Review 4.0 5/14/2024 ISCPA Governmental Roundtable 9.0 6/17/2024 Business Ethics 4.0 6/20/2024 Public Speaking and Presentation Skills 2.0 6/20/2024 Managing Millennials 2.0 6/24/2024 Lessons Learned From Recent Accounintg Malpractice Actions 2.0 6/25/2024 Annual Accounting and Auditing Update 8.0 Dustin Opatz CPE FY2022, FY2023 and FY2024 PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 16 CREATIVEPLANNING.COM Dedicated Service Team Office Performing Audit Our Government Market team is located throughout BerganKDV offices. These individuals work only on our government entity clients. We have outlined your upper management team in the "Qualifications" section. Our team consists of 3 audit partners, 5 audit directors/managers, 1 director of consulting, 4 senior/supervisor and 8 associate level members, all that focus on governmental entities. In addition, we have another partner, 2 directors, 2 seniors and 5 associate level members that all have experience working on governmental audits. In addition, to individual resumes listed on pages 11-16, we will utilize 2-3 associate level members on your audit engagement. The Manager assigned to your engagement is located in our Urbandale, Iowa office. All partners, directors, and managers are CPAs. Commitment to Staff Continuity and Training To keep continuity and efficiencies high, we believe that consistent team members are advantageous for both our firm and your organization. We pride ourselves on maintaining the right balance of continuity on each of our engagements to ensure a “fresh” look at the annual audit process. Rotation of senior level staff only occurs after the merits of such rotation have been discussed and approved by your organization. Independence Our firm has no conflict of interest regarding any other work performed by our firm for your organization. Our firm meets the independence requirements relating to your organization as defined by auditing standards generally accepted in the United States of America. We annually review independence related to all our client relationships as part of our internal control compliance process. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 17 CREATIVEPLANNING.COM Audit Approach and Timeline Our goal for you is to create value and to minimize surprises. We do this through a specific, well planned audit. What makes BerganKDV unique from other firms is that we continually improve our audit process beyond what is expected by our profession. A few of the BerganKDV advantages: Collaborative Audit Process. We see the audit process as a joint effort with you and BerganKDV. We want to work together to make it as painless as possible. A comprehensive view of the Utility’s financial health. Through our extensive government experiences, we understand a Utility’s health is not only about the finances. The vision, mission and programming provide the blueprint for the Utility’s direction. We review this information in relation to the financial statements and provide our observations based on a comprehensive view of the Utility’s health. Technology resource on internal controls. Technology experts from the BerganKDV Technology Group can assist in evaluating your technology controls. Their expert advice has proven to be a valuable resource as they answer technical questions and offer specific recommendations. Supervisors, managers and partners on-site. The involvement of our supervisors, managers and partners in the field is essential to being a trusted partner and delivering an exceptional client experience. We believe it is important to be on-site and available to answer questions. This also allows our managers and partners to review documentation throughout the process. Meeting communications. Our presentations are designed to capture information that is useful and meaningful. Our presentations are focused on audit results, trends, and other information relevant to your Utility and related entities, not details of the financial statement amounts. Beyond Expectations BerganKDV takes a four-phased audit approach that gets results by: Leveraging what is working well. Focusing on pre audit planning, collaboration, and communication. Staying accountable to a schedule. Meeting with you and your team to ensure every detail has been finalized and the audit is complete. Exchanging information regarding our performance, opportunities to enhance experiences and future strategic opportunities. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 18 CREATIVEPLANNING.COM Our audits are designed to focus our energy and our audit tests on the areas of your operations that contain the most risk. This equates to a better product for the Utility. Phase One – Initial Planning and Program Development Our main objective is to get to know the Utility as a resident or employee would. We want to understand not only your finances, but also your operational goals and objectives. What makes your Utility unique? How can that knowledge help us perform the best audit possible? When those questions are answered, we know we achieved our goal for Phase One. During this phase, we gather the information we need to create an effective audit program and make preliminary judgments of materiality. Highlights include: Reviewing your internal control documents and interviewing your key employees and representatives to gain operational information. Discussing your goals, objectives, and the current challenges facing your operations; those are then shared across your BerganKDV team and incorporated into our audit plan. Obtaining population sizes ranging from 25-60 for certain transactions-based finance systems and selecting which transactions we will test for internal control and compliance testing. Selections will be based on our data analysis results, analyzing transactions on a risk-based level. Obtaining your current financial reports and budgets and perform overall analytical review procedures. Obtaining applicable Utility organizational charts, policies, bond documents, leases, and other legal contracts. Reviewing with your staff our audit documentation requests. We audit and request information that is used internally by your staff to manage operations, we do not require specific templates to be used. We will work with the management team to determine the preferred means of communication, whether phone or email. In addition, we utilize Suralink, a workflow management software that improves efficiency by streamlining our audit request process. The simple interface includes team assignments and deadlines, so there are no misunderstandings on expectations. Our audit process incorporates automated audit tools (Knowledge Coach) and work papers to provide our clients with timely information and effective and efficient audits. In addition, we use CCH's TeamMate Analytics, an Excel add-on used to extract and analyze data quickly and efficiently. We also subscribe to various benchmarking and data analysis providers. Your Expected Role: Provide BerganKDV with policies, internal control documents and a preliminary trial balance; provide contact information for all board members and staff so we may set up appointments/interviews with selected representatives; begin to gather documentation for fieldwork. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 19 CREATIVEPLANNING.COM Phase Two – Audit Program Execution Project execution is performing the procedures outlined in your audit plan as developed in Phase One. Our audit procedures will include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. We will discuss potential ideas and best practices with your personnel relating to our recommendations for improving internal control, procedures and compliance with laws and regulations. Any issues identified, proposed audit adjustments, or other recommendations will be discussed with management throughout the execution of our audit procedures. We perform test work with as little disruption as possible to Utility staff’s regular duties. Highlights of this phase include: Auditing year-end account balances, testing internal control, assessing compliance to determine if your systems and controls are functioning as designed. Using sampling techniques to test areas including transactions, internal controls and legal compliance using the scope mandated by the Office of the State Auditor. Sample sizes range from 25-60 based on our risk assessment. Using IDEAS data mining software, we look for trends and anomalies in your payroll, vendor payment, and cash receipts process. Your Expected Role: Be available to answer questions during scheduled audit fieldwork, provide audit workpapers or reconciliations with documentation that is reasonable and reviewed during Phase One. Phase Three – Post-Audit Critique and Exit Conference This phase of the audit includes reviewing all the components of the financial statements and prepare the communications letter and relevant financial trend data for the Board presentation. Finally, opinions on the financial statements, Government Auditing Standards and Single Audit, if required, will be prepared. We will then present this information to management allowing you time to review the financial statement reporting package including the draft financial statements and any internal control findings or recommendations that arise during the audit. This phase allows you time to assess, discuss and develop a corrective action plan, if needed. Your Expected Role: Review preliminary financial statements and reports to provide BerganKDV with input and feedback. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 20 CREATIVEPLANNING.COM Phase Four – Presentation of Audit Report The final phase of the process is the presentation of the reports to the Board. The presentation provides the governing body with information about the year’s financial activity compared to past trends and expected results. We also provide other relevant and interesting observations relating to your financial statistics that will help provide the governing board with a deeper understanding of your operations. We understand all organizations have individual needs and we look forward to getting your feedback on graphs and statistics. Professional standards require that we provide you with information regarding the auditor’s responsibility under generally accepted auditing standards, significant accounting policies, accounting estimates and management judgments, significant audit adjustments, other information in documents containing audited financial statements, disagreements with management, consultation with other auditors, major issues discussed with management prior to retention as auditors and difficulties encountered in performing the audit. We will provide this information in written form via the communications letter and will discuss with administration during the review of the preliminary audit report. Your Expected Role: Provide BerganKDV with information and feedback for presentation preferences. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 21 CREATIVEPLANNING.COM Fees Our fees for the services are based on the amount of time and the level of experience of the individuals who perform the services. In addition, we assume that the Utility's accounting personnel will provide the appropriate workpapers, documents, schedules, and clerical assistance, we will not encounter any significant or unusual circumstances which will affect the scope of our engagement, and no significant changes to the Utility’s operations will occur. However, if situations arise which affect the scope of the engagement, we will discuss them with you prior to incurring the additional cost. At no time will we bill the Utility for extra time or charges unless we have verbal communication regarding the issues, your options, and an agreement for additional fees. Following is a description of the services we will provide under this agreement for the years ended December 31, 2024-2026 with the option of two (2) more fiscal years: 1. Performing an audit of the Utility in accordance with auditing standards generally accepted in the United States of America, Government Auditing Standards, and other federal, state, and local requirements, as applicable. 2. Providing an opinion on the Utility's basic financial statements and an "in-relation to" report on the supporting schedules. 3. Reviewing the Utility's financial statements and related note disclosures, and supplemental schedules. 4. Reviewing, documenting, and providing recommendations on improving the Utility's internal control and financial operations. 5. Providing verbal and written guidance on new and ongoing Governmental Accounting Standards Board (GASB) Statements. 6. Meeting with Utility finance personnel and administration to review the financial statements and a draft of our letter of recommendations for improving the internal control and financial operations of the Utility. 7. Presenting the financial statements and communications letter to the Board. 8. Providing bound copies of the report, including a searchable pdf of the report, and the communications letter. 9. Being available during the year to provide a wide range of consulting services and answer your questions as they arise. Fees: 2024 - $22,000 + $4,000-$6,000 single audit 2025 - $23,100 + $4,000-$6,000 single audit 2026 - $24,200 + $4,000-$6,000 single audit 2027 - $25,400 + $4,000-$6,000 single audit 2028 - $26,700 + $4,000-$6,000 single audit PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 22 CREATIVEPLANNING.COM Billing and Collection Expectations Our fees are due as services progress and are generally billed at the completion of each phase of the audit. These invoices are payable on presentation. Invoices are delinquent if not paid within 60 days. Off-season Communication We encourage questions throughout the year and ask our clients to submit to us their monthly financial statements and board of director minutes, so we can stay abreast of their operations, and identify/resolve any issues prior to year-end. We will not invoice additional amounts unless substantial research or work is required, in which case, we will discuss the scope of any additional work and proceed only after we have reached a mutually agreeable fee arrangement. Out of Scope Professional Services We do not surprise bill. If during our engagement you request additional services which require more than a minimum amount of time, we will provide an engagement letter with the fees and services specified, only after we have verbal communication and agreement. Additional special projects and consulting requested during the year will be billed at an hourly rate commensurate with the level of experience required. PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 23 CREATIVEPLANNING.COM Client References A few of our municipality clients serviced are listed below and we encourage you to contact them. Tricia Maiers Julie Mahaney Bridgett Wood City of Dyersville City of Sioux City City of Waterloo 563.875.7724 712.279.6230 319.291.4323 Audit of Financial statements, Preparation of Data Collection Form Audit of Annual Comprehensive Financial Report, assistance with HUD REAC reporting. Preparation and Audit of Annual Comprehensive Financial Report, Preparation of Data Collection Form, assistance with HUD REAC reporting. Time period - FY2022-Present Time period - FY2022-Present Time period - FY2023-Present Engagement Partner - Andrew Grice Engagement Partner - Andrew Grice Engagement Partner - Nancy Schulzetenberg Manager - Dustin Opatz Manager - Dustin Opatz Manager - Dustin Opatz Total staff hours for FY23 - 130 Total staff hours for FY23 - 350 Total staff hours for FY23 - 475 PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 24 CREATIVEPLANNING.COM Over the past year, BerganKDV has served as independent auditor or consultant for many Cities as listed below. Audit clients awarded the GFOA Certificate of Excellence in Financial Reporting are identified with an asterisk. Minnesota Cities Population (0-2,000) Population (2,001-5,000) Population (5,001-15,000) Population (15,001+) Clear Lake, MN Clearwater, MN Baxter, MN* Albert Lea, MN* Dundas, MN Cold Spring, MN Big Lake, MN Brooklyn Park, MN* Eden Valley, MN Deephaven, MN Dayton, MN Crystal, MN* Hilltop, MN Elko-New Market, MN Detroit Lakes, MN* Eden Prairie, MN* Richmond, MN Hanover, MN Fairmont, MN* Elk River, MN* Silver Bay, MN Independence, MN Falcon Heights, MN* Fairbault, MN* Watkins, MN Le Seuer, MN Fergus Falls, MN* Forest Lake, MN* Mora, MN* Marshall, MN Ham Lake, MN* Nowthen, MN Mendota Heights, MN Hastings, MN* Rockville, MN Oak Grove, MN Maplewood, MN* Two Harbors, MN Osseo, MN Minnetonka, MN* Waverly, MN Otsego, MN* New Brighton, MN* Sauk Rapids, MN Richfield, MN* St. Joseph, MN St. Cloud, MN* Wyoming, MN Sartell, MN Woodbury, MN* Iowa Cities Population (0-2,000) Population (2,001-5,000) Population (5,001-15,000) Population (15,001<) Epworth, IA Cascade, IA Fort Madison, IA Coralville, IA Goodell, IA Dyersville, IA Independence, IA North Liberty, IA North English, IA Evansdale, IA Knoxville, IA Ottumwa, IA* Peosta, IA LeMars, IA Sioux City, IA* Pella, IA Waterloo, IA* Nebraska Cities Population (0-2,000) Population (2,001-5,000) Population (5,001-15,000) Population (15,001<) Boys Town, NE Ashland, NE Gretna, NE Columbus, NE Bennington, NE Grand Island, NE La Vista, NE* Missouri Cities Population (0-2,000) Population (2,001-5,000) Population (5,001-15,000) Population (15,001<) Riverside, MO* PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 25 CREATIVEPLANNING.COM PROPOSAL PREPARED ESPECIALLY FOR WATERLOO FIBER 26 CREATIVEPLANNING.COM Peer Review 27 CREATIVEPLANNING.COM THANK YOU. 320.650.0219 | Nancy.schulzetenberg@creativeplanning.com This presentation is provided for general information purposes only and should not be construed as investment, tax, or legal advice, and does not constitute an attorney/client relationship. Past performance of any market results is no assurance of future performance. The information contained herein has been obtained from sources deemed reliable but is not guaranteed. J WWaterlooFiber EMERGENCY REPAIR MAI NTE NACE CONTRACT WATERLOO FIBER EMERGENCY RESTORATION SERVICES SCOPE OF WORK AND BILLING EMERGENCY REPAIR MAINTENANCE CONTRACT This Emergency Repair Maintenance Contract (the "Agreement" or "Contract"), dated as of September 2024 (the "Effective Date"), is entered by and between ITG Communications, LLC, a Texas limited liability company, with an address of 2400 E. Commercial Blvd., Fort Lauderdale, Florida 33308 ("ITG" orthe "Contractor") and the Waterloo Municipal Communications Utility d/b/a Waterloo Fiber, with an address of 625 Glenwood Street, Waterloo, Iowa 50703 ("Waterloo Fiber"). 1. Scope Contractor shall keep an agreed upon amount of minor material, provided by the customer, designated for emergency restoration purposes at ITG's location. Contractor will also require access to major materials kept at the ITG or Waterloo Fiber's facility if needed for emergency repairs. Materials shall be in sufficient quantities and of the correcttype in orderto accommodate the restoration of Waterloo Fibers network in all emergency situations. Materials shall be readily available to Contractor's repair personnel, on the site of ongoing repairs, so as not to delay restoration. Contractor ITG and Waterloo Fiber shall jointly determine the proper amounts and types of materials needed for emergency restoration. Contractor shall maintain an adequate supply of inventory to support and restore services to individual WF subscribers to include drop fiber and in -home hardware. 2. Term The initial term of this Agreement shall be one (1) year commencing on the Effective Date (the "Term"). The Contract will renew automatically under the same terms and conditions for successive one (1) year periods unless either party provides written or e-mailed notice to the other party at least 60 days in advance of the expiration of the then current period stating that the party wishes to discuss modification of terms or not renew. Additionally, the parties by mutual agreement may extend the term for up to ninety (90) additional calendar days. In addition, either party may terminate the Term for convenience by providing ninety (90) days' advance written or e-mailed notice. 3. Response Times and Requirements 3.1 Contractor shall provide a single point of contact and be available 24 hours per day, seven days per week for the entire duration of this Agreement. 3.2 Contractor must report to either end of the affected cable prepared to do trouble isolation analysis with an CTDR within Two (2) hours during normal business hours and within Three (3) hours if trouble occurs outside of normal business hours. If and when the trouble site is identified, Contractor should be on the restoration site with labor and equipment as specified in the callout within Four (4) hours of notification. Contractor agrees that time is of the essence in all such emergency callout situations and shall respond at all times to the requirements of this agreement with a sense of urgency. 3.3 Contractor will supply all necessary personnel to accommodate repairs that include but are not limited to: Troubleshooting, Underground construction, Drop bury and splicing. 3.4 Contractor's site manager shall communicate with ITG and WF to establish service restoration priorities. Contractor's technical personnel shall perform joint testing if required with WF or designated technical personnel to identify fiber faults with the goal of speeding up service restoration and accessing damage. 3.5 In some cases, temporary repairs may have to be made in order to restore subscriber services quickly. In the event of temporary repairs, Contractor will return as quickly as possible to perform permanent repairs after service restoration is complete in order to minimize service interruption. 3.6 After all necessary repairs have been made Contractor's personnel will verify services, check light levels, and perform OTDR traces if needed to ensure quality of repairs. 4. Equipment for Services The parties acknowledge that the following equipment are required for the services: 1 UNDERGROUND CREW (DRILL, MINI, VAC) 2 REEL TRAILER FOR FIBER CABLE OR CONDUIT 1 SPLICE TRAILER 2 PICK UP TRUCKS OTDR, POWER METERS, AND LIGHTSOURCE ALL OTHER HAND TOOLS AND EQUIPMENT NEEDED TO PERFORM REPAIRS 5. Crews and Rate of Pay 5.1 EMERGENCY RESTORATION CREWS: WF will assess the nature of the emergency repairs needed; provide information to the Contractor on needed skill sets and equipment; and subsequently determine and authorize the number of personnel needed to affect repairs. After notification by WF, Contractor will notify, callout and assign the number of personnel with the correct skills needed to perform repairs. The Underground construction crew will consist of a 2-man crew, truck, reel trailer, and all other equipment and hand tools needed to perform all underground construction repairs. Splice crew will consist of a 2-man crew, truck, splice trailer, and all other equipment and hand tools need to perform fusion splice repairs. 5.2 RATE OF PAY: Business Hours 8am-5om All splicing crews will be billed at a rate of _$300.00_ per hour for all troubleshooting and repairs. All Construction crews will be billed at a rate of _$350.00_ per hour per crew for repairs. After Business Hours All splicing crews will be billed at a rate of _$350.00_ per hour for all troubleshooting and repairs. All Construction crews will be billed at a rate of _$400.00_ per hour per crew for repairs. All construction and splicing crews will be available during normal business hours as well as after business hours as needed. In the event of a major repair or outage additional crews may be needed to complete the repair and will be billed at the agreed upon rate per hour per crew. 5.3 EQUIPMENTCOSTS: In the event that additional equipment is required beyond what is listed in this Agreement to conduct a repair, a receipt will be provided to WF for reimbursement to the Contractor for all rental or lease expense. 5.4 CONSTRUCTION CREW MINIMUMS: After normal business hours (8:00 am to 5:00 pm) the splicing and construction crew will bill a 2 hour minimum rate for all dispatched maintenance repairs. After the initial 2 hour minimum, the crew will bill in 1 hour increments thereafter. 6. Indemnification ITG agrees to indemnify, defend, and hold harmless (a) Waterloo Fiber, its governing board, employees, contractors, and agents; and (b) the City of Waterloo, Iowa, its elected officials, officers, and employees (collectively, the "Indemnified Parties"); from and against any and all claims, demands, causes of action, fines, fees, penalties, damages, liability, and third party costs and expenses including, without limitation, reasonable outside attorneys' fees (the "Costs"), caused by the negligent acts or omissions or willful misconduct of ITG, its. Managers, employees, contractors, and agents. ITG's indemnification obligations shall not apply to those Costs that are attributable to the negligence, willful misconduct, or unlawful actions of the Indemnified Parties or any third party for whom ITG is not contractual or legally responsible. 7.Insurance The Contractorshall carry liability insurance which shall save the Waterloo Fiber and the City harmless and protect the public and any person from injury sustained by the reason of the prosecution of the work or the handling or storing of materials therefor, and said Contractor shall also carry liability insurance which shall meet the requirements of the Iowa Worker's Compensation Law. Before work shall be started on this contract, the Contractor shall furnish the City Clerk with proper affidavit or Affidavits executed by representatives of duly qualified insurance companies, evidencing that said insurance company or companies have issued liability insurance policies, effective during the life of the contract, or for a period of a least ten (10) days following the filing of written notice of cancellation, protecting the public and any person from injuries or damages sustained by reason of carrying on the work involved in the Contract. The affidavit shall specifically evidence the following forms of insurance protection: (a) Public liability insurance covering all operations performed by persons directly employed by the Contractor. (b) Public liability insurance covering all operations performed by any Subcontractor to whom a portion of the work may have been assigned. (c) Public liability insurance covering all work upon the project performed by any independent Contractor working under the direction of either the principal Contractor or a Subcontractor. (d) Motor vehicle bodily injury liability insurance and property damage liability insurance on all motor vehicles employed on the work, whether owned by the Contractor or by other persons, firms, or corporations. (e) The minimum protection shall be as follows: Comprehensive General Liability Insurance General Aggregate Limit $ 5,000,000.00 Products —Completed Operations Aggregate Limit $ 5,000,000.00 Each Occurrence Limit $ 5,000,000.00 Comprehensive Automobile Liability Insurance $ 1,000,000.00 The Contractor shall have the City of Waterloo, Iowa, named as an "Additional Insured" and it must be stated on the certificate. Coverage shall be written on a primary and non- contributory basis and shall include a waiver of subrogation in favor of the City of Waterloo. A certificate, or a policy if requested, shall be filed with the Owner. All certificates and/or policies of insurance furnished by the Contractor to be filed with the City Clerk shall include the name and address of the agency issuing the same. It shall also be required that the City Clerk be notified by registered mail of the cancellation or expiration of the above insurance. To the fullest extent permitted by law the Contractor shall defend, indemnify, and hold harmless the City and the Engineer and their agents, representatives, officers and employees ("Indemnitees") from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from or in connection with the performance of the Work, provided that any such claim, damage, loss or expense is caused in whole or in part by any act or omission of the Contractor, anyone directly or indirectly employed by it or anyone for whose acts any of them may be liable. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity or contribution which would otherwise exist as to any party or person described in the Contract Documents. In any and all claims against the Owner or Engineer or any of their agents, officers or employees by any employee of the Contractor, any Subcontractor, any person directly or indirectly employed by any of them or anyone for whose acts may be liable, the indemnification obligation under this Subsection 4 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. All policies shall be in form and with insurance carriers acceptable to the City of Waterloo. Each such policy shall provide that thirty (30) days' prior written notice of cancellation must be given to City before cancellation of the policy will be effective. Contractor will take all steps required to prevent all such insurance from lapsing or being canceled. 8. Separate Counterparts This Agreement may be executed in separate, duly -executed counterparts, copies of which shall be as effective as the underlying original for all purposes. ITG Communic ' s, LLC B Joel Ri s Waterloo Fiber By: An Authorized Representative Addendum 9/23/2024 - This Addendum is to include all BackBone, Shared, EDA, and any new developments that are being constructed throughout the duration of the contract. This addendum does exclude any existing infrastructure placed prior to our 1088 contract. ITG Communicate , Bye Joel Riva G P Q Waterloo Fiber By: An Authorized Representative 1 POLE ATTACHMENT CONTRACT BETWEEN MIDAMERICAN ENERGY COMPANY AND WATERLOO TELECOMMUNICATIONS UTILITY DEFINITIONS .................................................................................................... 3 SCOPE OF CONTRACT................................................................................... 5 Section 2.01 Grant of License; Geographic Scope ................................................................................ 5 Section 2.02 License Denial .................................................................................................................. 6 Section 2.03 Maintenance of Poles ...................................................................................................... 6 REQUIREMENTS FOR ATTACHMENT TO POLES ................................. 6 Section 3.01 Application for Permission to Install Attachment ............................................................ 6 APPLICATION FOR PERMISSION TO INSTALL ATTACHMENT ....... 6 Section 4.01 Application Process Generally ......................................................................................... 6 Section 4.02 Application Process for Attachments ............................................................................... 7 Section 4.03 Electronic Notification System ......................................................................................... 9 Section 4.04 NESC Compliance ............................................................................................................. 9 Licensee’s USE OF POLES ............................................................................. 10 Section 5.01 Installed Attachments; Maintenance and Repairs by Licensee ..................................... 10 Section 5.02 Physical Location of Attachment ................................................................................... 10 Section 5.03 Operation ....................................................................................................................... 10 Section 5.04 Adjacent Facilities .......................................................................................................... 11 Section 5.05 Assumption of Risk ......................................................................................................... 11 Section 5.06 Service Drop Attachments ............................................................................................. 11 Licensee’s Installation Responsibilities........................................................... 12 Section 6.01 Identification of Equipment ........................................................................................... 12 Section 6.02 Grounding ...................................................................................................................... 12 Section 6.03 Guying ............................................................................................................................ 12 Section 6.04 Nonconforming Equipment ........................................................................................... 13 Section 6.05 Pole Replacement for Licensee’s Benefit ....................................................................... 14 Section 6.06 Mid-span Poles ............................................................................................................... 15 Section 6.07 Vegetation Management ............................................................................................... 15 Section 6.08 Third-party Consents, Permits, Licenses, or Grants ....................................................... 15 Section 6.09 Transfer, Relocation, and Other Work on Attachments ................................................ 16 Section 6.10 Mid-span Poles ............................................................................................................... 16 Section 6.11 Abandoned Poles ........................................................................................................... 17 Section 6.12 Overlashing .................................................................................................................... 17 Section 6.13 Removal of Attachments by Licensee ............................................................................ 17 Section 6.14 Damage to Equipment ................................................................................................... 17 Section 6.15 Inspections and Occupancy Survey ................................................................................ 18 Section 6.16 Tax Liability ..................................................................................................................... 18 2 Section 6.17 Coordination with other Attachers ................................................................................ 18 Section 6.18 Interference with MidAmerican’s Facilities ................................................................... 18 FEE SCHEDULE.............................................................................................. 19 Section 7.01 Fee Schedule .................................................................................................................. 19 Section 7.02 Unauthorized Attachments ............................................................................................ 20 Section 7.03 Billing and Payments ...................................................................................................... 20 Section 7.04 Interest on Late Payments ............................................................................................. 20 Section 7.05 Adequate Assurances ..................................................................................................... 20 INDEMNIFICATION; Limitations of liability; WARRANTIES ................ 21 Section 8.01 Indemnification/Release ................................................................................................ 21 Section 8.02 Warranty ........................................................................................................................ 22 Section 8.03 Limitation of Liability ...................................................................................................... 22 INSURANCE AND BOND .............................................................................. 22 Section 9.01 Insurance ........................................................................................................................ 22 Section 9.02 Proof of Compliance....................................................................................................... 24 Section 9.03 Bonding .......................................................................................................................... 24 TERM, DEFAULT AND TERMINATION ................................................... 24 Section 10.01 Term and Termination ................................................................................................... 24 Section 10.02 Default ............................................................................................................................ 24 Section 10.03 Notice of Default/Cure Period ....................................................................................... 25 Section 10.04 Remedies for Default ..................................................................................................... 25 GENERAL PROVISIONS ............................................................................... 25 Section 11.01 Confidentiality ................................................................................................................ 25 Section 11.02 Business Ethics ............................................................................................................... 25 Section 11.03 Entire Contract ............................................................................................................... 26 Section 11.04 Governing Law; Jury Waiver .......................................................................................... 26 Section 11.05 Severability ..................................................................................................................... 26 Section 11.06 Encumbrances ................................................................................................................ 26 Section 11.07 Headings and Exhibits .................................................................................................... 26 Section 11.08 Force Majeure ................................................................................................................ 27 Section 11.09 Assignments ................................................................................................................... 27 Section 11.10 Waiver ............................................................................................................................ 27 Section 11.11 No Partnership ............................................................................................................... 27 Section 11.12 No Third-Party Beneficiaries .......................................................................................... 27 Section 11.13 Notices ........................................................................................................................... 27 Section 11.14 Facsimile and Electronic Signatures; Counterparts ....................................................... 28 Section 11.15 Survival ........................................................................................................................... 28 3 THIS POLE ATTACHMENT CONTRACT (this “Contract”), dated as of the 18th day of September, 2024 (the “Effective Date”), is entered into by and between MIDAMERICAN ENERGY COMPANY, an Iowa Corporation, hereinafter “MidAmerican,” and WATERLOO TELECOMMUNICATIONS UTILITY, d/b/a Waterloo Fiber, hereinafter “Licensee”, a Iowa utility company. WHEREAS, MidAmerican is engaged in the business of providing electric service to customers in certain areas within the states of Iowa, Illinois and South Dakota; and WHEREAS, Licensee is engaged in the business of marketing and providing communications service in a number of the electric service areas covered by MidAmerican; and, further, Licensee’s business model requires the use of MidAmerican’s existing Poles; and WHEREAS, Licensee desires to attach its communications facilities, including but not limited to fiber optic lines, conduit, and other Equipment to Poles owned by MidAmerican and MidAmerican desires to grant Licensee access to such Poles in accordance with and to the extent specified in the terms and conditions of this Contract; and WHEREAS, MidAmerican, in an effort to accommodate Licensee’s request for access to its Poles while continuing to provide safe and reliable service to prospective customers, seeks to memorialize the Parties’ intent and agreement in this Contract and to grant Licensee access to such Poles in accordance with the terms and conditions of this contract; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which the Parties hereby acknowledge, the Parties agree to act in accordance with the following terms and conditions: DEFINITIONS The following terms, when used herein with initial capitalization, whether in the singular or in the plural, shall have the meanings specified in this Article I: “Application” means an action where Licensee requests permission to install or modify its Attachments(s) or sends notification of its removal of previous Attachments(s), according to the process set forth in Article IV. “Application Fee” means a fee per Pole that accompanies each Application intended to cover costs for data and document support and necessary internal review and processing of Applications, and for inspections, engineering, and other Make-ready Survey work, incurred by MidAmerican that are caused by or attributable to Licensee’s proposed attachments, as set forth in Article IV. “Attachment” means each individual contact of Licensee’s Equipment to a Pole. “Attachment Fee” means the annual fee Licensee shall pay each year for each foot of usable space on the Pole that is occupied by its Attachments or rendered unusable for the attachments of other entities besides Licensee because of required clearances or other reasons. 4 “Communications Space” shall mean the portion of the useable Pole space where communication wires and devices are traditionally located and can be accessed by a Qualified Communication Worker. “Complete Application” means an Application that provides all of the information required in Article IV, Section 4.02, and Exhibit “D” or any electronic application replacement of Exhibit D implemented by MidAmerican, and provides MidAmerican with all information necessary to begin the Make-ready Survey of the affected Pole(s). “Distribution Standards and Conditions” means the current MidAmerican Distribution Standards and Conditions attached as Exhibit C, and any subsequent revisions thereof. “Electrical Space” or “Supply Space” means the space on Poles where MidAmerican installed or may install energized electric conductors and related electric Equipment. This space is the “supply space” as defined by the National Electrical Safety Code (“NESC”). All work performed in this space shall be performed by Qualified Electrical Workers. “Equipment” means, without limitation, cables, wires, conductors, fiber optics, splice cases, insulators, connectors, fasteners, transformers, capacitors, nodes, switches, batteries, amplifiers, power supplies, devices, structures, materials, machines, appurtenances, articles, or apparatus of any sort, whether electrical or physical in nature, or otherwise, and whether used to provide electric service, communications service, or some other service, including without limitation all support facilities such as guy wires, anchors, anchor rods, grounds, and other accessories. “Existing Attacher” means any entity other than MidAmerican with Equipment on a Pole. “Imposition Cost” means all costs, including but not limited to the cost of materials and equipment, fully loaded direct and indirect labor, engineering, supervision and overhead, associated with performance by MidAmerican of certain tasks as specified in this Contract, plus an additional 25%. “Inspection” means examination by MidAmerican of its Poles and all proposed or existing Attachments for the purpose of determining whether Licensee is in compliance with the provisions of Section 5.03 and the other terms of this Contract. “Installation” means the action or process of affixing facilities to MidAmerican Poles. “License” shall mean MidAmerican’s final approval and permission to install and maintain Licensee’s Attachment(s) on the affected Pole(s) as approved via an Application and under the terms and conditions set forth in this Contract. “Make-ready Work” means all work necessary to accommodate Licensee’s additional facilities on the affected Pole(s), including without limitation, work related to transfers, modifications and rearrangements of Equipment already attached by MidAmerican and Existing Attachers, and the installation or replacement of Poles, including the installation and/or removal of guys, anchors, stub poles, materials and Equipment, and other construction work. “National Electrical Safety Code” or “NESC” means the current edition published by the Institute of Electrical and Electronics Engineers, Inc., as may be amended or supplemented from time to time. The most recent NESC code or successor code adopted by the State in which the Poles are located shall apply. 5 “Occupancy Survey” means a periodic effort to collect information by MidAmerican of all or any number of Poles that may have Licensee Attachments. “OSHA” means the federal Occupational Safety & Health Administration. “Overlashing” means the process of physically tying additional communication cables or wires to the wiring, support strands, hardware, or communication cables that are already attached to MidAmerican Poles, specifically excluding any and all wiring, hardware, cables, and equipment owned and operated by MidAmerican for the purpose of energy delivery. “Party” means MidAmerican or Licensee, as the context requires; “Parties” means MidAmerican and Licensee. “Periodic Inspection” means any Inspection done at the option of MidAmerican to review the safety and integrity of its Poles. Periodic Inspections do not include pre-construction activities, post construction Inspections or Occupancy Surveys. “Pole” means any pole owned by MidAmerican that is designed to carry electric distribution facilities of or below 15 kV. “Qualified Communication Worker” means a worker meeting all training and experience requirements of all applicable federal, state, OSHA, and local work rules and of the Licensee. “Qualified Electrical Worker” means a worker meeting all training and experience requirements of all applicable federal, state, OSHA, and local work rules and of MidAmerican. “Service Drop(s)” means any communications line or Equipment that originates from and is attached directly to a MidAmerican-owned Pole(s) or Licensee’s facilities attached directly to a MidAmerican- owned Pole(s) and ends at a house or business. “Make-ready Survey” means all work including, but not limited to, engineering analysis, inspections, review of the design, strength and loading characteristics of the affected Pole(s), and performance of such tests, calculations, analyses, and other items reasonably necessary to calculate the Make-ready Work. SCOPE OF CONTRACT Section 2.01 Grant of License; Geographic Scope a Licensee’s use of Poles shall be confined to the Attachments which MidAmerican may give Licensee prior written permission to install for the sole purpose of providing communications services, but not cellular wireless communications service, and not cameras or listening devices (Licensee’s “Permitted Purpose”). b If Licensee seeks to install cellular wireless facilities, or any wireless facilities that require warning signs, on MidAmerican’s Poles or on strand attached to Poles, Licensee will need to enter into a different agreement with MidAmerican that covers such wireless facility Installations. 6 c Except for Service Drop(s) and Overlashing installations, Licenses may only be granted for Attachments specifically requested by Licensee and approved by MidAmerican through the Application process set forth in Article IV. d MidAmerican will only License Attachments to Poles which are designed to accommodate MidAmerican’s electric distribution facilities (15kV or less). Nothing in this Contract shall be construed to obligate MidAmerican to grant Licensee permission to use any particular Pole(s). e In the event Licensee intends to expand or modify its Permitted Purpose, Licensee shall provide at least ninety (90) days advance written notice to MidAmerican. Following receipt of such notice, MidAmerican shall determine in its sole discretion whether to permit the modification or expansion and if permitted, whether this Contract shall be amended accordingly or whether Licensee shall be required to enter into a new contract. Section 2.02 License Denial The parties agree that License(s) shall not be issued to Licensee when MidAmerican determines that such License(s) should be denied for (i) insufficient capacity, or (ii) for reasons of (a) safety, (b) reliability, or (c) generally applicable engineering purposes. Such denial shall be in writing and shall explain in detail the specific reason for denial, and how the denial relates to reasons of lack of capacity, safety, reliability or engineering standards. Section 2.03 Maintenance of Poles MidAmerican assumes or accepts no responsibility or obligation to maintain its Poles or other facilities in any manner inconsistent with its then current maintenance practices. REQUIREMENTS FOR ATTACHMENT TO POLES Section 3.01 Application for Permission to Install Attachment Licensee shall locate Attachments only on the Pole as provided per MidAmerican’s instructions. Licensee shall not permit any other party to physically attach cables, facilities or Equipment on MidAmerican’s Poles. Section 3.02 Non-Interference Licensee shall have the obligation and duty to verify that MidAmerican’s and other Existing Attachers’ service requirements will not be disrupted. APPLICATION FOR PERMISSION TO INSTALL ATTACHMENT Section 4.01 Application Process Generally With the exception of any Service Drop(s) installed in accordance with Section 5.06, Licensee shall not begin Installation of any of its Attachments, including, without limitation, any power supply equipment, 7 strand, guys, or conduits to any of MidAmerican’s Poles without first making application for a License and obtaining written approval in the form of a License from MidAmerican as provided in Section 4.02. Section 4.02 Application Process for Attachments Licensee shall submit the Application Fee and a Complete Application, as provided in Exhibit D (or any electronic application replacement of Exhibit D implemented by MidAmerican), to request to install its Equipment or to modify any of its Attachments, identifying the Poles involved and such other information required in Exhibit D (or its electronic replacement), which shall include, but is not limited to, any and all requisite engineering and technical specifications and data for MidAmerican’s analysis of Licensee’s proposed Attachment or modification. If the Application is incomplete, MidAmerican shall within ten (10) business days notify Licensee of the errors or omissions in the Application and return the Application to Licensee for resubmittal. The following provisions shall apply with respect to Licensee’s Attachment requests: a Make-ready Survey. Following MidAmerican’s receipt of a Complete Application and the Application Fee, MidAmerican shall complete a Make-ready Survey, and based on the Make- ready Survey and the criteria set forth in Article II, Section 2.02, and Article V, Section 5.02, shall either grant or deny the Application and provide Licensee written notification of approval or denial (the “Application Notification”). b Make-ready Estimate. If the Application is granted and the proposed Attachments require Make- ready Work, MidAmerican will include with the Application Notification an invoice for the estimated cost of the portion of Make-ready Work to be performed by MidAmerican (the “Make- ready Estimate”), subject to the following: i. Determination of whether Make-ready Work is necessary shall be and remain in the sole judgment and discretion of MidAmerican. ii. The Make-ready Estimate shall be accompanied by written instructions (the “Work Instructions”) that specify Make-ready Work to be completed by MidAmerican, Licensee, or Existing Attachers, and may identify violations to be corrected. iii. The Make-ready Work Instructions may include, without limitation, the minimum vertical clearance required above ground at Pole and mid-span, as determined by MidAmerican in accord with the requirements of Section 4.04. c Preexisting Safety Violations. If preexisting safety violations must be corrected before Licensee may attach to the Pole, and the Pole must be replaced in order to correct the violation, the cost of correcting the preexisting safety violation shall be apportioned as follows: i. If it can be determined who caused the pre-existing violation, then the entity causing the pre-existing violation shall pay to correct it. Any Existing Attacher with unauthorized Attachments on the Pole shall be presumed to have caused the preexisting violation. ii. If it cannot be determined who caused the pre-existing violation, then all entities attached to the Pole plus Licensee shall share equally in the cost to fix the violation. d Acceptance. Licensee may accept the Make-ready Estimate and Work Instructions by making payment to MidAmerican of the amount set forth in the Make-ready Estimate (the “Make-ready Payment”), within 14 days after receipt of the Make-ready Estimate. Licensee shall not begin 8 Installation until the Make-ready Estimate is paid, the Work Instructions are accepted, and MidAmerican notifies Licensee the Make-ready Work has been completed pursuant to subsection “e” below. e Completion of Make-ready Work. Once all of the Make-ready Work has been completed, including in the case of a pole replacement, the transfer of all facilities from the replaced Pole to the new Pole, MidAmerican shall promptly provide to Licensee notification that Licensee may install its proposed attachments (the “Approval to Attach Notification”). The Approval to Attach Notification shall include as an attachment an invoice for the cost of the post-construction Inspection to be completed by MidAmerican following Licensee’s completion of Installation (the “Post-Construction Inspection Invoice.”). f Licensee Completion of Installation and Notice of Completion. Upon receipt of MidAmerican’s Approval to Attach Notification, Licensee may begin Installation. Licensee shall complete Installation within one hundred twenty (120) days of Licensee’s receipt of the Approval to Attach Notification. Within fifteen (15) business days of Licensee’s completion of Installation, Licensee shall notify MidAmerican by making payment of the amount set forth in the Post-Construction Inspection Invoice. To promote compliance with the Work Instructions by Licensee’s work crews, Licensee shall incorporate accepted Work Instructions into the installation instructions provided to Licensee’s work crews. g Permitting. MidAmerican will use commercially reasonable efforts to complete a post- construction Inspection within forty-five (45) days following receipt of Licensee’s payment of the Post-Construction Inspection Invoice. If the post-construction Inspection is successful (meaning the Inspection reveals no deficiencies or violations under the requirements of this Contract), MidAmerican will issue a License for the Attachments. If the post-construction Inspection is not successful, MidAmerican will notify Licensee of the deficiencies or violations documented, and within five (5) business days (or longer if extended by MidAmerican for good cause shown) Licensee shall correct the deficiencies or violations and notify MidAmerican of completion, at which point MidAmerican will re-inspect and issue the License if the inspection is successful or provide additional notice of remaining deficiencies or violations if not successful, in which case Licensee shall correct the deficiencies and provide notice as required under this subsection “g”. MidAmerican reserves the right to invoice Licensee for the cost of any necessary post-construction re-Inspection, and Licensee shall submit payment for same when Licensee provides notice of completion of the required corrections. The Application is not deemed finally approved and completed, and the License will not be issued until Licensee has provided notice of completion pursuant to subsection “f” above and a successful post-construction Inspection has been completed. Notwithstanding anything in this subsection “g” to the contrary, MidAmerican reserves the right to a) treat a deficiency or violation that has not been timely corrected as nonconforming Equipment under Article VI, section 6.04 and b) correct any deficiency or violation that poses an immediate threat as described section 6.04, according to the terms of said section. MidAmerican’s failure to complete a post-construction Inspection within the time period set forth in this subsection “g” shall not preclude MidAmerican from giving Licensee notice of a violation later discovered. h One-touch Make-ready. If Licensee believes that accommodating its proposed attachments will only require simple Make-ready, Licensee may specify in its Application that it seeks to use a 9 one-touch Make-ready process and identifying the simple Make-ready it will perform. In addition to other Application requirements, Licensee’s Application shall include a certification signed by a Professional Engineer certified in the state where the applied-for Poles are located certifying that the Application contains only simple Make-ready. MidAmerican will review the Application for completeness as set forth above in this Section 4.02, and following receipt of a complete Application shall either grant or deny the application, or object to the determination that the Make-ready is simple. If MidAmerican objects, the Make-ready is deemed complex and the Application shall follow the normal application process set forth above. MidAmerican’s objection is final and determinative so long as it is specific and in writing, includes all relevant evidence and information supporting its decision, made in good faith, and explains how such evidence and information relate to a determination that the Make-ready is not simple. In performing Make-ready, if Licensee or MidAmerican determines that Make-ready classified as simple is complex, then that specific Make-ready must be halted, and the determining Party must provide immediate notice to the other Party of its determination and the impacted Poles. The affected Make-ready shall then be governed by the normal process set forth above. As used herein, the term “simple Make-ready” means Make-ready Work where existing attachments in the Communications Space of a pole could be transferred without any reasonable expectation of a service outage or facility damage and does not require splicing of any existing communication attachment or relocation of an existing wireless attachment. The terms “complex Make-ready” means Make-ready Work that is not simple Make-ready. i Failure to Timely Install Attachments. In the event Licensee fails to complete Installation of its Attachments within the prescribed one hundred twenty (120) day time limit, the approval and grant of the Application and the Approval to Attach Notification are automatically rescinded and withdrawn, the permission granted to Licensee to begin Installation shall automatically terminate and Licensee shall be required to reapply and receive permission to do so, all as prescribed in Section 4.02 as applicable to an initial Application. Licensee’s failure to actually install its Equipment, after it has received approval from MidAmerican, shall not constitute entitlement for any refund or reduction of Attachment Fees or other fees incurred for its proposed attachments. Section 4.03 Electronic Notification System Licensee shall participate in whatever electronic notification system MidAmerican requires, which may be used by MidAmerican, Licensee and other Attaching Entities to facilitate the application, survey and make-ready process, to facilitate transfers, and to perform other required activity. To the extent necessary to accommodate Licensee’s Attachments or the attachments of other entities, requests for access may be shared with all Existing Attachers. Section 4.04 NESC Compliance All Attachments, including temporary Attachments and arrangements, shall comply with the current edition of the NESC, including, without limitation, Rules 232, 233, 234, 235, 238, 239, 264a and Section 43 and any other requirements of this Contract. 10 LICENSEE’S USE OF POLES Section 5.01 Installed Attachments; Maintenance and Repairs by Licensee Licensee shall, at its own expense, install all Attachments in a safe condition and maintain the same in good repair and in compliance with MidAmerican’s Distribution Standards and Conditions and any reasonable manner suitable to MidAmerican and so as not to conflict with the use of the Pole by MidAmerican or Existing Attachers. Only certified and trained electrical line workers authorized by MidAmerican may perform MidAmerican-specified rearrangement or modifications of electrical facilities. Certification and training include the qualifications to operate within and to create forty (40) inches of communication safety space. Additionally, only such certified and trained electrical workers shall service telecommunications facilities within the forty (40) inches of communications safety space or at any location on any Pole where an electrical or mechanical hazard may be present. All persons performing work associated with MidAmerican’s power facilities shall be trained and follow work procedures consistent with OSHA standards. Licensee shall be responsible for assuring its representatives, contractors or subcontractors are familiar with MidAmerican’s pole standard tagging to identify the general condition of the Pole at the ground line. Upon execution of this Contract, MidAmerican shall make available to Licensee on an annual basis a reasonably sufficient and up-to-date list of authorized contractors permitted to perform work and other duties outlined in this Section 5.01. Section 5.02 Physical Location of Attachment Unless otherwise specified by MidAmerican, Licensee’s Attachments shall be applied for and installed at the top of the Communications Space on the Pole(s), conforming with the requirements and specifications identified in Section 5.03. Licensee shall perform and complete its Installation in coordination with Existing Attachers, as set forth in Section 6.17, whose facilities shall be moved, if necessary, before Installation. Regardless of where Licensee’s Attachment is initially installed, nothing in this section shall be construed to provide Licensee with a permanent right to the top attachment position of any Pole in any market. Subject to Section 4.02, subsection “c”, if completion of Licensee’s Installation will result or has resulted in violation of any of the requirements and specifications identified in Section 5.03, then if MidAmerican agrees to replace the affected Pole(s), the affected Pole(s) shall be replaced at Licensee’s expense or Licensee may elect to forego or remove its Attachment to avoid having to pay for the Pole replacement(s). Section 5.03 Operation When a License is issued pursuant to this Contract, Attachments shall be installed and maintained in accordance with: (i) the requirements and specifications of the NESC, the American National Standards Institute (ANSI), the National Electrical Code (NEC), and the NESC, the Occupational Safety and Health Act of 1970 (OSHA Act), and to the extent such requirements or specifications may conflict, then the most stringent of the NESC, ANSI, NEC or OSHA Act requirements and specifications; (ii) any amendments or revisions of, or successor(s) to, the requirements and specifications of the NESC, ANSI, NEC and OSHA Act; (iii) MidAmerican’s Distribution Standards and Conditions; and (iv) any lawful rules, regulations, or orders now in effect or that may hereafter be issued by MidAmerican, a governmental authority, or other authority having jurisdiction. 11 Licensee must furnish, own, install, operate and maintain its Attachments at its own expense. In the event there are changes in any such requirements or specifications, including but not limited to changes in required clearances, Licensee shall modify its Attachments to comply with such changes at its sole risk and expense. Section 5.04 Adjacent Facilities Licensee recognizes that MidAmerican will need to use, or otherwise have access to, the site of any Attachment and the area surrounding any site of Attachment in conjunction with the operation and maintenance of MidAmerican’s electric distribution system. Licensee agrees its rights under this Contract are subordinate to MidAmerican’s rights to perform necessary, emergency, or otherwise expedient operations on such surrounding or adjacent facilities. Section 5.05 Assumption of Risk Licensee expressly assumes responsibility for determining the condition of all Poles to be climbed by its employees, agents, contractors or subcontractors. Licensee assumes all risks related to the construction, operation and maintenance of its Attachments, except as to those that may be caused by the gross negligence or willful misconduct of MidAmerican. Section 5.06 Service Drop Attachments Licensee shall have the right to install any Pole-mounted Service Drop(s) prior to, but still subject to, notice to and approval by MidAmerican. When Licensee installs any Pole-mounted Service Drop(s), Licensee must follow all procedures and meet all requirements applicable to Attachments, except that the Application for the Pole-mounted Service Drop(s) shall be submitted to MidAmerican no later than thirty (30) days after Installation of the Pole-mounted Service Drop(s). Licensee shall install its Service Drop(s) in accordance with clearance requirements as specified by the NESC and any applicable government codes or rules. A Service Drop affixed to a Pole by Licensee with a J-hook or other similar device shall not be counted in determining the number of feet of usable space occupied by Licensee’s Attachments for purposes of the Attachment Fee if it is affixed within the point six (6) inches below the through-bolt of Licensee’s permitted Attachment. Service Drops installed mid-span shall not constitute an Attachment for purposes of this Contract. Where Licensee attaches Service Drops to additional Poles for which Licensee has not previously received or applied for a License (“nonpermitted Poles”), Licensee shall submit an Application for such Poles (a “Pole-mounted Service Drop Application”) within 30 days of Installation. A Pole-mounted Service Drop installed prior to Application will require no Make-ready Survey or Make- ready Work in advance and shall conform to all applicable requirements specified in Section 5.03. Pole- mounted Service Drop Applications will be subject to the Application Fee as well as the post- construction Inspection charge identified in Exhibit A. Pole-mounted Service Drop Applications will be limited to 25 Poles per Application and need to include the Feature Identifier (FID) of the Pole, the approximate height of the Attachment, and a picture of the Pole with Attachment. Once the Pole- mounted Service Drop Application and all required payments have been received by MidAmerican, a post-construction Inspection will commence according to Section 4.02.g. 12 MidAmerican may deny permission for any Service Drop(s) for the reasons set forth in Article II, section 2.02, or for the reason that the installation does not meet the definition of a Service Drop, and in the event of denial shall provide Licensee with written notice and explanation of the denial. Licensee shall remove any denied Service Drop(s) within thirty (30) business days of receipt of the notice of denial (or longer if extended at Licensee’s request for good cause shown). If Licensee fails to remove any denied Service Drop(s) within the thirty (30) business day period (or any extension thereof), MidAmerican may, without prior notice, and without regard to service interruptions, remove the denied Service Drop (s) at Licensee’s sole risk and at Licensee’s Imposition Cost expense. As soon as practicable thereafter, MidAmerican will notify Licensee in writing of the work performed, and Licensee shall pay, upon demand, the Imposition Costs incurred by MidAmerican to remove the denied Service Drop(s). Any Service Drop(s) not reported to MidAmerican within thirty (30) days of installation will be treated by MidAmerican as unauthorized Attachments under Article VII, Section 7.02. Service Drop(s) are subject to the “Nonconforming Equipment” provisions of Article VI, Section 6.04. LICENSEE’S INSTALLATION RESPONSIBILITIES Section 6.01 Identification of Equipment Licensee shall tag each Attachment at the point of installation to specify the Licensee’s company name and emergency contact number as required by MidAmerican’s Distribution Standards and Conditions. All tags shall be UV resistant, readable from ground level, and not interfere with other facility identification. Section 6.02 Grounding Except as otherwise provided herein, Licensee, including its employees and contractors, shall not enter MidAmerican’s electric utility space for any purpose, including but not limited to making connections to the MidAmerican neutral. If Licensee requires grounding on an existing Pole where a grounding conductor does not exist, Licensee shall request that MidAmerican install grounding at Licensee’s sole expense. Licensee, its employees and its contractors, shall at all times exercise Licensee’s rights and perform Licensee’s responsibilities under the terms of this Contract in a manner that treats all MidAmerican electric facilities as energized. Section 6.03 Guying Licensee must guy all tensions placed upon MidAmerican’s Pole(s) by Licensee facilities with Licensee’s own guy and anchor and guying shall be installed prior to tensioning of any facilities on MidAmerican’s Pole(s). Licensee shall coordinate with Existing Attachers to assure anchors are properly installed in a manner that avoids and prevents the crossing of guys. Unless approved by MidAmerican, it is not permissible to attach to MidAmerican’s anchors. 13 Section 6.04 Nonconforming Equipment a. Violations of the NESC and any applicable government safety code. Attachments that are not placed and maintained in accordance with the NESC and any applicable government safety code are subject to the following provisions. (1) MidAmerican shall notify Licensee of an alleged violation of the NESC and any applicable government safety code. Such notice shall include the address and pole location where the alleged violation occurred, a description of the alleged violation, and suggested corrective action. Licensee shall respond in writing within 60 days, and the response shall either: (i) provide a plan for corrective action; (ii) state that the violation has been corrected; (iii) indicate that the attachment is owned by a different pole occupant; or (iv) indicate that Licensee disputes that a violation has occurred. The violation shall be corrected within 180 days of the date notification is received unless good cause is shown for any delay in taking corrective action. A disagreement that a violation has occurred, a claim that correction is not possible within the specific time frames due to events beyond the control of Licensee, or a claim that a different pole occupant is responsible for the alleged violation will be considered good cause to extend the time for taking corrective action. MidAmerican and Licensee may also agree to an extension of the time for taking corrective action. MidAmerican and Licensee shall cooperate in determining the cause of the violation and an efficient and cost- effective method of correcting a violation. (2) If the violation could reasonably be expected to endanger life or property, Licensee shall take the necessary action to correct, disconnect, or isolate the problem immediately upon notification. If immediate corrective action is not taken by Licensee for a violation that could reasonably be expected to endanger life or property, MidAmerican may take the necessary corrective action and Licensee shall reimburse MidAmerican for the actual cost of any corrective measures. If MidAmerican is later determined to have caused the violation and Licensee has taken corrective action, MidAmerican shall reimburse Licensee for the actual cost of the corrective action. Disputes concerning the ownership of the attachment should be resolved as quickly as possible. (3) MidAmerican and Licensee shall engage in good faith negotiations to resolve disputes over alleged violations of the NESC and any applicable government safety code, including the cause of a violation, the pole occupant responsible for the violation, and the cost-effective corrective action. MidAmerican or Licensee may file an informal complaint with the governing state regulatory entity or board as part of negotiations. b. Other Nonconforming Attachments. Attachments that otherwise are not placed and maintained in accordance with the requirements and specifications of Sections 4.04 and/or 5.03 of this Contract are subject to the following provisions. (1) If any Attachment is not placed and maintained in accordance with the requirements specified in Section 4.04 and/or 5.03, MidAmerican may notify Licensee in writing. The notice shall include sufficient information to reasonably apprise Licensee of the violation and required correction, including the Global Positioning System (GPS) location of the Pole where the alleged violation occurred, a description of the alleged 14 violation, and suggested corrective action. Licensee shall have thirty (30) days from its receipt of the notice of violation (unless extended at Licensee’s request for good cause shown, which request will not be unreasonably denied) to a) correct the violation, b) provide information showing that the attachment is not Licensee’s, or c) provide information showing that the violation was not caused by Licensee. (2) If Licensee provides information under b.(1)b) or b.(1)c) above, MidAmerican may request such additional information as it reasonably and in good faith deems necessary to accept or reject the information. MidAmerican will notify Licensee in writing whether the information is accepted or rejected. If the information is accepted Licensee shall have no further obligation to correct the violation. (3) If the information is rejected, Licensee shall have thirty (30) days from its receipt of notice of rejection (unless extended at Licensee’s request for good cause shown) to correct the violation. In all instances in which Licensee undertakes work to complete the violation, Licensee shall provide written notification to MidAmerican within five (5) business days of completion of the required work. If Licensee fails to correct the violation within the thirty (30) day time period (or any extension thereof) or where the violation cannot be reasonably corrected within the thirty (30) day time period, if Licensee, within that period, shall not have commenced in good faith to correct the violation and thereafter fails or neglects to prosecute with due diligence to correct the violation, MidAmerican reserves the right to: a) correct the condition and perform the work necessary to correct the violation at Licensee’s sole risk and Imposition Cost expense, or b) assess Licensee a penalty of $100 per Attachment in violation per Pole. In the event MidAmerican elects this remedy, said penalty shall be assessed every thirty (30) days after first due until Licensee corrects the violation. (4) Notwithstanding the foregoing, if MidAmerican determines any nonconforming Attachment poses an immediate threat to the safety of utility workers or the public, interferes with the performance of MidAmerican’s service obligations, or poses an immediate threat to the integrity of MidAmerican’s Poles, Equipment, or electric reliability, MidAmerican may perform such work, without prior notice, and without regard to service interruptions at Licensee’s sole risk and expense. (5) As soon as practicable after MidAmerican performs any work hereunder, MidAmerican will notify Licensee in writing of the work performed and Licensee shall pay, upon demand, Imposition Costs incurred by MidAmerican to correct the violation(s) and the non-conforming Attachment(s). (6) Licensee shall pay any sanctions MidAmerican incurs as a result of Licensee’s failure to correct a violation. Section 6.05 Pole Replacement for Licensee’s Benefit Where an existing Pole is prematurely replaced by a new Pole to properly accommodate Licensee’s Attachments as specified in this Contract, and MidAmerican agrees to the Pole replacement, Licensee shall reimburse MidAmerican for all costs, including, but not limited to, the cost to replace the Pole, transfer of existing MidAmerican Equipment, lower and haul of the existing Pole, topping of the existing 15 Pole, and restoration of property when performed either as an accommodation to Licensee or as required by any of the provisions of Section 5.03, provided however, Licensee may avoid the cost of any Pole replacement by electing to forego attachment to the Pole or removing its Attachments from the pole if doing so will eliminate the need to replace the Pole. MidAmerican shall remove and may retain or dispose of its Pole. Any Attachment Fees paid for Attachments shall not entitle Licensee to ownership or ownership rights of any part of the Poles. Section 6.06 Mid-span Poles Any Poles erected by Licensee shall not interfere with any MidAmerican Pole or other facilities and shall not create a “structure conflict” as defined in the NESC. Section 6.07 Vegetation Management Licensee shall be responsible for and perform all initial vegetation management required for Installation of any Attachments and associated Equipment at Licensee’s sole risk and expense. Vegetation management must be conducted following safety guidelines set forth in ANSI Z133.1, Section 4 Electrical Hazards. Appropriate minimum approach distances shall be maintained at all times. If work cannot be accomplished within the minimum approach distance, Licensee shall contact MidAmerican for further directions. Unless agreed to otherwise, each Party shall be responsible for any and all ongoing vegetation management related to the Equipment it owns. Anything in this section notwithstanding, MidAmerican may address a failure by Licensee to perform vegetation management for which it is responsible that creates or causes a failure to comply with the requirements and standards of sections 4.04 and 5.03 under the provisions for nonconforming Equipment in section 6.04. Section 6.08 Third-party Consents, Permits, Licenses, or Grants Licensee shall be solely responsible for obtaining from public authorities and private owners of real property and maintaining in effect any and all consents, permits, licenses or grants necessary (“Permissions”) for the lawful exercise by Licensee of the License granted by MidAmerican. Licensee represents and warrants that it has obtained all Permissions, and covenants that it will maintain and comply with the Permissions throughout the term of this Contract. MIDAMERICAN DOES NOT REPRESENT OR WARRANT THAT ANY OF ITS RIGHTS-OF-WAY OR EASEMENTS ENTITLE LICENSEE TO ACCESS THE PROPERTY UNDERLYING MIDAMERICAN’S POLES. In the event any public authority or private owners of real property evidences that Licensee has not obtained any Permissions, or at any time it reasonably appears to MidAmerican that any required Permission is or may be lacking, MidAmerican may require Licensee to submit written documentation that it has the necessary consents, permits, licenses or grants. If MidAmerican thereafter in its judgment determines that any Permission is lacking, and Licensee does not otherwise evidence a bona fide claim with such property owners or public authorities to remain, then any License granted covering the use of such Pole(s) shall immediately terminate and Licensee shall remove its Attachment(s) from the affected Pole(s) within sixty (60) days of said notice, or within the period required by the property owners or public authorities, whichever is shorter. If Licensee has not removed its Attachment(s) within said period, Licensee shall defend, hold harmless and indemnify MidAmerican against any claims brought by such property owners or public authorities resulting from such failure, MidAmerican may remove Licensee’s Attachment(s) from such Poles without incurring any liability, and Licensee shall, upon demand, pay MidAmerican all Imposition Costs incurred by MidAmerican in the removal of Licensee’s Attachment(s). 16 Section 6.09 Transfer, Relocation, and Other Work on Attachments Licensee shall at any time at its own sole risk and expense, upon notice from MidAmerican, transfer, relocate, replace, repair, or perform any other work in connection with the Attachments that may reasonably be required by MidAmerican, within thirty (30) days of receipt of notice, or within such shorter period as may be required by a government entity. MidAmerican may in its discretion extend such period at Licensee’s request for good cause shown and if permitted by any government entity). Licensee shall provide written notification to MidAmerican within five (5) business days of completion of the required work. a Notwithstanding the foregoing, in cases of emergency, MidAmerican may, without incurring any liability, complete any work in connection with Licensee’s Attachments that may be required, and Licensee will, upon demand, reimburse MidAmerican for the entire cost thereby incurred. b If Licensee does not complete the required work within the thirty (30) day period (or such longer period if extended by MidAmerican), MidAmerican may, without incurring any liability, complete any work in connection with Licensee’s Attachments that may be required, and Licensee will, upon demand, reimburse MidAmerican for the entire Imposition Cost thereby incurred, including for any additional return trips and property restoration that may be required. c Where the required work involves transfer of Licensee’s Attachments to a new Pole to replace or relocate any existing Pole, the following provisions apply in addition to the other provisions of Section 6.09: i. If the new Pole is installed within two feet of the existing Pole, there is no Licensee splice box located within two feet in any direction of Licensee’s Attachment to the existing Pole, and the Pole is not a junction pole or pole with a Licensee power supply, then MidAmerican may transfer Licensee’s Attachments to the new Pole. Licensee shall pay MidAmerican $75/pole for such simple transfers. ii. If Licensee does not complete the required transfer within the thirty (30) day period (or such longer period if extended by MidAmerican), MidAmerican may, in lieu of exercising its right to complete the work itself, instead assess Licensee a penalty of $100 for each Attachment not transferred. In the event MidAmerican elects this remedy, said penalty shall be assessed every thirty (30) days after first due until Licensee completes the transfer. Section 6.10 Mid-span Poles Where MidAmerican in its reasonable judgment and discretion determines a new mid-span Pole is required that is not erected by Licensee under the provisions of section 6.05, Licensee, upon written notice from MidAmerican, shall at its sole risk and expense make such attachments to the new Pole to maintain compliance with sections 4.04 and 5.03 and to avoid the existence or continuance of facilities or Equipment that skip Poles. Licensee shall make such attachment to the new Pole within thirty (30) days of receipt of notice (or such longer period if extended by MidAmerican at Licensee’s request for good cause shown). MidAmerican will have sole ownership of the mid-span Pole and Licensee will pay 17 Attachment Fees to MidAmerican for Attachment to the mid-span Pole in accordance with Section 7.01 and the attached Exhibit A. Section 6.11 Abandoned Poles Notwithstanding the notice period in Section 6.09, the following rules apply when MidAmerican abandons a Pole. MidAmerican may abandon Poles in its sole discretion, and in such cases shall give Licensee notice of its intent to abandon at least sixty (60) days in advance of said abandonment (or such shorter period as may be specified by a government entity), in the manner set forth in Exhibit E to this Contract. MidAmerican in its discretion may either: (i) require Licensee to remove its Attachments to such Pole(s) at Licensee’s expense; or (ii) on the effective day set forth in the notice, sell the Pole(s) to Licensee for $1.00/Pole and other valuable consideration. If MidAmerican elects to require Licensee to remove its Attachments and Licensee does not complete the required work within the time period specified, MidAmerican shall be entitled to perform such work in accordance with Section 6.09(b). Section 6.12 Overlashing Licensee shall notify MidAmerican fifteen (15) days prior to Overlashing any existing Attachments already attached to Pole(s) by providing notice in the form specified by MidAmerican. Licensee must ensure that all Attachments are installed and maintained in compliance with all provisions of the NESC in effect at the time of Installation and in accordance with Sections 4.04 and 5.03. Overlashings that fail to so comply or otherwise create a capacity, safety, or engineering issue shall be treated as nonconforming Equipment under section 6.04. Overlashings that cause a capacity, safety, or engineering issue that requires premature replacement of a Pole shall trigger the “Pole Replacement for Licensee’s Benefit” provisions of section 6.05. Section 6.13 Removal of Attachments by Licensee Licensee may at any time remove its Attachments from any of the Poles and, in each case, Licensee shall immediately give MidAmerican written notice of such removal. Removal of the Attachments from any Pole shall constitute a termination of Licensee's License for use of such Pole. Licensee shall not be entitled to a refund of any Attachment Fees on account of any such removal. When Licensee removes Attachments, the applicable Attachment count will be reduced in the next annual billing cycle following Licensee’s proper notice to MidAmerican of the removal. In the event the Licensee abandons any Attachment and fails to notify MidAmerican in writing of such abandonment, MidAmerican may remove Licensee’s Attachment(s) from such Pole(s) without incurring any liability and Licensee shall, upon demand, pay MidAmerican all Imposition Costs incurred by MidAmerican in the removal of Licensee’s Attachments. Section 6.14 Damage to Equipment Each Party shall promptly notify the other Party of any damage to facilities of such Party or any damage to facilities of such Party, or any claims for property damage, bodily injury, or death associated with, caused by, or arising out of such Party’s acts, to the extent the Party is aware of same. 18 Section 6.15 Inspections and Occupancy Survey a Inspections. MidAmerican shall have the right to perform an Inspection of each of Licensee's Attachments and other Equipment upon and in the vicinity of MidAmerican Poles at any time. MidAmerican shall charge Licensee for the reasonable cost of Inspections, including without limitation Make-ready Surveys, pre-construction Inspections, post-construction Inspections, and post-construction re-Inspections as set forth in Article IV, section 4.02. In addition, MidAmerican may charge Licensee for the expense of Inspections during Installation of Licensee’s Equipment and any other Inspections requested by the Licensee or deemed necessary by MidAmerican to assure compliance with this Contract and the applicable safety and attachment standards. The frequency of such Periodic Inspections will be determined in MidAmerican’s sole and reasonable discretion. b Occupancy Survey. MidAmerican may conduct an Occupancy Survey any time after the effective date of this Contract and not more often than every fifth year subsequent to each such Occupancy Survey. MidAmerican shall give Licensee at least thirty (30) days prior notice of such Occupancy Survey. Licensee shall advise MidAmerican if Licensee desires to participate in the planning scope of the Occupancy Survey with MidAmerican not less than fifteen (15) days prior to the scheduled date of such Occupancy Survey. MidAmerican shall provide Licensee with a summary report of such Occupancy Survey within a reasonable time after its completion. The inventory data from MidAmerican’s Occupancy Survey shall be used to update MidAmerican’s Attachment billing records where applicable. Licensee shall make any objections to the inventory data within sixty (60) days of receipt of the summary report or such objections shall be waived. Licensee shall reimburse MidAmerican for Licensee’s portion of MidAmerican’s expenses incurred in performing the Occupancy Survey, which expenses shall be allocated pro rata among Existing Attachers. Section 6.16 Tax Liability Licensee shall promptly pay any tax, fee, or charge that may be levied or assessed against MidAmerican’s Poles or property resulting from use by Licensee. If Licensee should fail to pay any such tax or assessment on or before the date such tax or assessment becomes delinquent, MidAmerican, at its own option, may pay such tax on account of Licensee and Licensee shall, upon demand, reimburse MidAmerican for the full amount of tax and any penalties so paid. Section 6.17 Coordination with other Attachers Licensee shall install its Attachments according to the clearance and other requirements specified in the authorities cited in Section 5.03, and will coordinate with Existing Attachers for the movement or adjustment of the Existing Attachers’ facilities prior to or in conjunction with Licensee attaching new facilities, so that all attachments on the Pole shall meet the required clearances and other specifications at the time Licensee attaches facilities. Licensee agrees that at no time shall MidAmerican be responsible to coordinate the adjustment or movement of Existing Attacher facilities for the purpose of Licensee making its Attachment. Section 6.18 Interference with MidAmerican’s Facilities If, in MidAmerican’s reasonable judgment, any of Licensee’s Attachments on any Pole interfere with MidAmerican’s existing facilities, or prevent the placing of any additional facilities in space reserved by 19 MidAmerican pursuant to a development plan that projected a need for that space for MidAmerican’s electric service, MidAmerican will notify Licensee in writing of rearrangements or transfers of Licensee’s Attachments and Equipment, Pole replacements, or other changes required to continue to accommodate Licensee’s Attachments. If appropriate, the written notice will include an estimate of any applicable cost to complete work to continue to accommodate Licensee’s continued attachment (an “Accommodation Estimate”). If Licensee desires to continue to maintain its Attachments on a Pole for which MidAmerican has provided an Accommodation Estimate, Licensee shall execute and return the Accommodation Estimate within thirty (30) days of receipt of MidAmerican’s notice, and MidAmerican shall then complete the required work and invoice Licensee for the actual cost of completing the work accordingly. If Licensee does not accept the Accommodation Estimate, Licensee shall, within thirty (30) days of receipt of the written notice (or longer if extended at Licensee’s request for good cause shown), remove its Attachments from the affected Pole(s), and shall notify MidAmerican removal has been completed within five (5) business days of completion of removal. If Licensee fails to remove any Attachment when required within the thirty (30) day period (or any extension thereof), MidAmerican may, without prior notice, and without regard to service interruptions, remove the Attachment without incurring any liability at Licensee’s sole risk and Imposition Cost expense. As soon as practicable thereafter, MidAmerican will notify Licensee in writing of the work performed, and Licensee shall pay, upon demand, the Imposition Costs incurred by MidAmerican to remove the Attachment. All rights in this section are in addition to the rights in section 6.04 regarding nonconforming Equipment. MidAmerican reserves the right to address any Attachment that poses an immediate threat as described therein according to the terms of said section. FEE SCHEDULE Section 7.01 Fee Schedule As required in Article IV, section 4.02, Licensee shall pay, as set forth in Exhibit A, an Application Fee at the time Licensee files an Application. Licensee shall pay each year the Attachment Fee set forth in Exhibit A for each of its Attachments as determined by MidAmerican in accordance with MidAmerican’s internal records. As soon as practicable after the end of each calendar year, MidAmerican will provide to Licensee an invoice setting forth the amount of the Attachment Fee for all Attachments during the current calendar year. The amount due under each invoice shall be due to MidAmerican within forty-five (45) days after the date of the applicable invoice. The Attachment Fee specified in the Fee Schedule (Exhibit A) of this Contract may be modified or replaced at MidAmerican’s option, upon sixty (60) days written notice to Licensee effective at the beginning of the next calendar year. Licensee will be required to pay in advance of any Make-ready Work the estimated cost for all Make- ready Work necessary to accommodate access or modification to Poles or other Facilities for an Attachment, including, without limitation, the cost of any Pole replacement. 20 Section 7.02 Unauthorized Attachments Licensee shall not make Attachments to MidAmerican’s Poles without obtaining MidAmerican’s written permission as provided for in this Contract. Following notice to Licensee by MidAmerican of any Licensee unauthorized Attachment, MidAmerican may remove Licensee’s unauthorized Attachments and/or charge Licensee the amounts contained in the Fee Schedule attached in Exhibit A for each unauthorized Attachment. Within thirty (30) days of MidAmerican’s notice to Licensee of any unauthorized Attachment, if MidAmerican has not removed the unauthorized Attachment or expressed its intent to remove it, then should Licensee desire to remain on the Pole Licensee must submit an Application and follow the application process as if Licensee’s unauthorized Attachment were not yet affixed to the Pole. The imposition of such charges shall be without prejudice to MidAmerican’s right to utilize additional other remedies, including, but not limited to, the remedies available for default under Article X of this Contract or the remedies otherwise available under applicable law. Section 7.03 Billing and Payments MidAmerican shall send invoices to Licensee via regular U.S. Mail at the address specified below, or at such other address as Licensee may designate from time to time in writing. Unless otherwise specified, Licensee shall pay all charges within forty-five (45) days of the invoice date. Late charges and interest shall be imposed on any delinquent amounts as specified in Section 7.04. In the event Licensee disputes an invoice, Licensee shall provide written notice of the dispute to MidAmerican within forty-five (45) days of the date of the disputed invoice, otherwise Licensee shall forfeit its right to dispute the invoice. Notice shall include an explanation of the Licensee’s dispute. MidAmerican reserves the right to impose late fees and/or interest as specified in Section 7.04 in the event the dispute is unfounded. Licensee’s billing address: Section 7.04 Interest on Late Payments All amounts payable under the provisions of this Contract shall, unless otherwise specified, be payable within forty-five (45) days of the invoice date. An interest charge at the maximum rate allowed by applicable law shall be assessed against all late payments. Section 7.05 Adequate Assurances In addition to the bond specified in Section 9.03, MidAmerican shall have the right to request adequate additional assurances from Licensee, including but not limited to the posting of other security, collateral or a cash deposit in the event the credit rating of Licensee falls below the rating level of BBB- by Standards and Poor’s and Baa by Moody’s. In the event of a credit rating downgrade below the levels set forth above, MidAmerican may demand adequate assurances from Licensee in a form acceptable to MidAmerican within ten (10) business days. 21 INDEMNIFICATION; LIMITATIONS OF LIABILITY; WARRANTIES Section 8.01 Indemnification/Release To the fullest extent permitted by law, Licensee shall defend, indemnify, protect and hold harmless MidAmerican and its directors, officers, employees and agents (collectively, the “MidAmerican Indemnified Parties”) from and against any and all third party claims, lawsuits, demands, causes of action and costs, including but not limited to fines, penalties, taxes, damages, disbursement, expenses, liabilities, or obligations of any kind (“Claims”) as described below: a Claims arising from damage to property, inc1uding environmental damage, or from injury or death to persons, including payments made under any Worker's Compensation Law or under any plan for employees' disability and death benefits, which may arise out of or be caused by (i) Licensee's failure to perform its obligations under this Contract; (ii) Licensee's erection, maintenance, repair, replacement, use or removal of, Licensee’s Attachments, Equipment, Service Drop(s) and Overlashings, whether owned by or maintained by Licensee; (iii) the presence of Licensee’s Attachments, or the proximity of Licensee's Attachments, Equipment, Service Drop(s) and Overlashings to third party attachments or third party Equipment located on or near the Poles, or (iv) the negligent act or omission or willful misconduct of Licensee's employees, contractors or agents; b Claims arising from Licensee's breach of any representation or warranty in this Contract or from Licensee's or its contractors' deviation from MidAmerican’s written directions or requirements; c Claims arising from any failure by Licensee or its contractors to comply with all applicable safety codes and requirements, including the NESC, MidAmerican's Distribution Standards and Conditions, and all other requirements specified in Section 5.03, with respect to Licensee's Attachments, Service Drop(s) and Overlashings; and d Claims arising out of, in connection with, or as a consequence of (i) Licensee's fraud, negligence, willful misconduct, or misrepresentations, (ii) Licensee’s violation of law, rules or regulations of jurisdictional authorities or agencies, (iii) Licensee's activities and/or the activities of Licensee's agents, contractors, servants, employees, Qualified Communication or Electrical Workers, with respect to but not limited to, the use or occupancy, including ingress and egress, of the Poles or property and rights-of-way underlying the Poles, and (iv) the transmission, Installation, operation, use and maintenance of Licensee's Attachments, Service Drop(s), and Overlashings, including any portion of such Licensee facilities that may be owned by a third party. When MidAmerican Indemnified Parties seek indemnification under this Contract, the MidAmerican Indemnified Parties shall give written notice of such Claim to Licensee promptly after the MidAmerican Indemnified Parties learn of the existence of such Claim; provided, however, the failure to give such notice shall not affect the rights of the MidAmerican Indemnified Parties, except and only to the extent Licensee is prejudiced by such failure. Licensee shall have the right to employ counsel reasonably acceptable to the MidAmerican Indemnified Parties to defend against any such Claim. Licensee must acknowledge in writing its obligation to indemnify the MidAmerican Indemnified Parties of the entire amount of any Claim except to the extent such Claim arises out of or relates to the gross negligence or willful misconduct of any of the MidAmerican Indemnified Parties. Licensee shall control the defense; 22 provided however, no Claim settlement may seek to impose any liability or obligation upon the MidAmerican Indemnified Parties other than for money damages, nor shall it contain an admission of fault, guilt or liability on behalf of the MidAmerican Indemnified Parties. If the MidAmerican Indemnified Parties elect in their own discretion to employ additional counsel, the costs for such additional counsel shall be the responsibility of such MidAmerican Indemnified Parties. The MidAmerican Indemnified Parties will use commercially reasonable efforts to fully cooperate in any such action at their own cost, shall make available to the Licensee any non-privileged information, books or records useful for the defense of any such Claim, and shall reasonably make available its personnel with respect to defense of the Claim. If Licensee fails to acknowledge in writing its obligation to defend against or settle such Claim within fifteen (15) business days after receiving such notice from the Indemnified Parties, or such shorter time specified in the notice as circumstances of the Claim may dictate, the Indemnified Parties shall be free to dispose of the matter, at the expense of Licensee, in any way in which the Indemnified Parties deem to be in their best interest. Licensee’s obligations under this section shall not extend to losses or liability caused by the gross negligence or willful misconduct of MidAmerican, its directors, officers, employees and agents. Section 8.02 Warranty MIDAMERICAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND SIMILAR WARRANTIES, EXCEPT TO THE EXTENT EXPRESSLY AND UNAMBIGUOUSLY SET FORTH HEREIN. MIDAMERICAN SPECIFICALLY DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING THE CONDITION AND SAFETY OF MIDAMERICAN’S DISTRIBUTION POLES. Section 8.03 Limitation of Liability UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, MIDAMERICAN SHALL NOT BE LIABLE TO LICENSEE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES SUFFERED BY LICENSEE OR BY ANY SUBSCRIBER, CUSTOMER OR PURCHASER OF LICENSEE FOR LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, WHETHER BY VIRTUE OF ANY STATUTE, IN TORT OR IN CONTRACT, UNDER ANY PROVISION OF INDEMNITY, OR OTHERWISE, REGARDLESS OF THE THEORY OF LIABILITY UPON WHICH ANY SUCH CLAIM MAY BE BASED. The obligations of this Article VIII shall survive the expiration or termination of this Contract. INSURANCE AND BOND Section 9.01 Insurance Prior to beginning Installation, and at all times during the term of the License and this Contract, the Licensee shall, at its own expense, maintain such insurance as will protect Licensee from liability and claims for injuries and damages which may arise out of or result from the Licensee’s operations under the Contract and for which Licensee may be legally liable, whether such operations are by Licensee or by a contractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. 23 MidAmerican intends that this Contract shall also be one of indemnity, and that such indemnification shall be covered by insurance. For the further protection of Licensee and MidAmerican, but without restricting or waiving any obligations of Licensee herein contained, Licensee shall insure the risks associated with the work and this Contract with minimum coverage’s and limits as set forth below: a. Commercial General Liability Insurance, written on an Occurrence Basis with limits not less than $1,000,000 per occurrence / $2,000,000 general aggregate (on a per location and/or per job basis) Bodily Injury and Property Damage, including the following coverages: Premises and Operations Coverage Independent Contractor’s Coverage Contractual Liability covering liabilities assumed under this Contract Products and Completed Operations Coverage Broad Form Property Damage Liability endorsement Personal Injury Liability b. Workers’ Compensation Insurance and Occupational Disease Insurance (or maintenance of a legally permitted and governmentally-approved program of self-insurance) in accordance with statutory requirements of the state and/or Federal Regulations (FELA, USL&H, Jones Act) and Employers’ Liability Insurance with limits not less than: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Accident $500,000 Each Employee and covering location of all work places involved in this Contract. c. Comprehensive Automobile Liability Insurance covering owned, hired and non-owned vehicles with limits of $1,000,000.00 per occurrence Bodily Injury and Property Damage combined single limits. d. Umbrella Liability Insurance with a minimum combined single limit of $5,000,000.00 each occurrence / aggregate where applicable to be excess of the coverage and limits required in a, b and c above. All above policies shall contain provisions that the insurance companies will have no right of recovery or subrogation against MidAmerican, its parents, divisions, affiliates, subsidiary companies, co-lessees, or co-ventures, agents, directors, officers, employees, servants and insurers, it being the intention of the parties that the insurance as affected shall protect all parties. All required insurance policies shall provide that the policy is primary and will not contribute with any policy carried by MidAmerican. MidAmerican Energy Company, its parent, divisions, affiliates, subsidiary companies, co-lessees, or co- ventures, agents, directors, officers, employees and servants shall be named as an additional insured in each of Licensee’s insurance policies, except st atutory Workers’ Compensation. Licensee shall be permitted to self-insure any or all of the insurance required under this Contract. 24 Section 9.02 Proof of Compliance Licensee shall provide written proof of current compliance with this Article in a form acceptable to MidAmerican on an ongoing basis. To the extent commercially available, Licensee’s proof shall also contain written verification from its insurance provider that Licensee’s insurance shall not be terminated, reduced or cancelled unless MidAmerican is provided advance notice of not less than thirty (30) days , except for ten (10) days’ notice of cancellation due to nonpayment of premium. Section 9.03 Bonding MidAmerican may require Licensee to furnish a bond to cover the faithful performance by Licensee of its obligations hereunder, including the removal of Licensee’s facilities from the Poles as may be required by this Agreement. Any such bond shall be issued by a commercial bonding company selected by Licensee and satisfactory to MidAmerican; shall not be subject to termination or cancellation except upon one hundred twenty (120) days prior notice to MidAmerican; shall be in such form and in such amount as MidAmerican shall specify from time to time; and, subject to termination or cancellation, shall be maintained in full force and effect throughout the term of this Contract, including any renewals thereof. Such bond shall be furnished within ninety (90) days written notice to Licensee by MidAmerican. The furnishing of a bond shall not relieve Licensee of any of its obligations under this Contract, and the bond shall not be released until all of Licensee’s obligations under this Contract have been discharged. TERM, DEFAULT AND TERMINATION Section 10.01 Term and Termination This Contract shall be for a period of two (2) years beginning on the Effective Date, and thereafter shall automatically renew for successive one-year periods unless terminated: (a) by mutual consent, or (b) by either Party by giving the other Party at least 180-days’ written notice prior to the expiration of the initial term or any renewal term of its intent to terminate, or (c) by a Party if the other Party (i) terminates or suspends its business, (ii) becomes subject to any bankruptcy or insolvency proceeding under federal or state law, (iii) becomes insolvent or unable to pay its obligations as they accrue, or (iv) becomes subject to direct control by a trustee, receiver or similar authority. On the date of termination specified in such notice, all rights and privileges of Licensee hereunder shall cease; provided however that Licensee shall not be released from any liability hereunder, which may accrue or be accruing or which arises out of any claim that may have accrued or may be accruing at the time of termination. Should Licensee fail to remove its Equipment within two months of the date of termination, MidAmerican may remove and dispose of Licensee’s Equipment at Licensee’s sole risk and at Licensee’s Imposition Cost expense. Section 10.02 Default A default shall occur hereunder when either Party: (a) fails to perform any of its covenants or obligations set forth in this Contract; (b) makes any representation or warranty in this Contract that is untrue or incorrect; (c) has had a receiver appointed to take possession of all of its assets; (d) has been subject to a general assignment for benefit of creditors; (e) has taken any action under any insolvency or bankruptcy act. 25 Section 10.03 Notice of Default/Cure Period The non-defaulting Party shall provide written notice of the default to the other and the defaulting Party shall have thirty (30) days from receipt of said notice to cure the default. Section 10.04 Remedies for Default If Licensee fails to cure a default within the time period set forth above, MidAmerican may: (a) refuse to authorize any additional Attachments until the default is cured; (b) terminate this Contract; (c) terminate any License that is the subject of the default; (d) cure the default at Licensee’s Imposition Cost expense; and/or (e) seek specific performance of the terms of this Contract through a court of competent jurisdiction. If MidAmerican fails to cure a default within the time period set forth above, Licensee may either terminate this Contract or seek specific performance of the terms of this Contract through a court of competent jurisdiction. If Licensee elects to terminate the Contract, MidAmerican shall within thirty (30) days refund to Licensee on a pro rata basis any Attachment Fee paid for the current annual rental period. GENERAL PROVISIONS Section 11.01 Confidentiality Additionally, each of the Parties agrees to keep strictly confidential the terms of this Contract , and not to disclose the same except: (a) to its employees, agents and representatives to the extent necessary to perform its obligations hereunder, (b) to the extent required by law or the rules of any regulatory agency, or (c) if compelled by order of any court or governmental agency of competent jurisdiction, provided that with respect to (b) and (c) above, the disclosing Party shall give the non-disclosing Party prompt prior written notice of any disclosure request, application for court order, court order or other governmental process, before making any disclosure and shall give the non-disclosing Party an opportunity to object to and seek to prevent or omit such disclosure. Section 11.02 Business Ethics Both Parties, its employees, officers, agents, representatives and subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the performance of such Party’s obligations under this Contract. In conjunction with its performance under this Contract, each Party and its employees, officers, agents and representatives shall comply with, and cause its subcontractor and its employees, officers, agents and representatives to comply with, all applicable laws, statutes, regulations and codes prohibiting bribery, corruption, kick-backs or similar unethical practices including, without limitation, the United States Foreign Corrupt Practices Act. Without limiting the generality of the foregoing, each Party specifically represents and warrants that neither it nor to its knowledge any subcontractor, employees, officers, representatives or other agents have made or will make any payment, or have given or will give anything of value, in either case to any government official (including any officer or employee of any governmental authority) to influence his, her, or its decision or to gain any other advantage for MidAmerican or Licensee in connection with the obligations to be performed under this Contract. Each Party shall maintain and cause to be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection with this Contract and to verify such 26 Party’s compliance with this section. Each Party shall be permitted to audit such records as reasonably necessary to confirm the other Party’s compliance with this section. Each Party shall immediately provide notice to the other Party of any facts, circumstances or allegations that constitute or might constitute a breach of this section and shall cooperate with such other Party’s subsequent investigation of such matters. Each Party shall indemnify and hold the other Party harmless for all fines, penalties, expenses or other losses sustained by such other Party as a result of such Party’s breach of this provision. The Parties specifically acknowledge that failure to comply with the requirements of this section shall constitute a condition of default under this Contract. Section 11.03 Entire Contract This Contract constitutes the entire Contract of the parties and supersedes and terminates any prior contracts. Any amendments hereto shall be in writing. Section 11.04 Governing Law; Jury Waiver In the event of any matter or dispute arising out of or related to this Contract, it is agreed between the parties that the law of the State of Iowa (including statute of limitations provisions) will be given the interpretation, validity and effect of this Contract without regard to the place of execution or place of performance thereof, or any conflicts of law provisions. TO THE FULLEST EXTENT PERMIT TED BY LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS CONTRACT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. Notwithstanding the foregoing, should the dispute be subject to the exclusive jurisdiction of a regulatory body, including, but not limited to, the Federal Communications Commission, any such dispute will be heard in such regulatory body. Section 11.05 Severability If any provision or part of this Contract is or becomes invalid under any applicable statute, regulation, or law and such invalidity does not materially alter the essence of this Contract with respect to either Party, the invalidity shall not render this entire Contract unenforceable and such provision or part shall be deemed void. Section 11.06 Encumbrances Licensee shall prevent any and all liens or other encumbrances from attaching, as result of Licensee’s activities hereunder, to MidAmerican’s property. Section 11.07 Headings and Exhibits The captions and headings herein are for convenience in reference only and not for interpretation purposes. All exhibits referred to herein and recitals are incorporated by reference. 27 Section 11.08 Force Majeure Except for the payment of monies due under this Contract, neither Party shall be deemed in default hereunder to the extent that any delay or failure in the performance of its obligations hereunder is caused by an event of Force Majeure, including acts of the United States of America or any state, territory or political subdivision thereof, acts of God or a public enemy, fire, flood, freight embargos, civil disturbances, pandemics or any other cause beyond the reasonable control of the party claiming Force Majeure. The Party claiming Force Majeure shall provide prompt written notice to the other Party and shall immediately commence cure and so notify the other Party once it is reasonably practicable to do so. Section 11.09 Assignments Licensee shall not voluntarily or involuntarily assign, transfer, sublease or sublet this Contract, in whole or in part, or any right, privilege or obligation hereunder, without MidAmerican’s prior written consent, at which time MidAmerican may require that the proposed assignee or successor enter into a new contract or other reasonable conditions. MidAmerican’s consent shall not be unreasonably withheld. In the event Licensee changes its d/b/a name or legal name, or reorganizes its operations, Licensee shall send MidAmerican a thirty (30) day notice of the name change or reorganization. The notice shall include a form allowing MidAmerican to acknowledge the name change. If MidAmerican fails to return the acknowledgement form within sixty (60) days of such notice, the consent of the name change or reorganization shall be deemed granted and the Contract deemed updated to reflect the change. Notwithstanding anything in this section to the contrary, Licensee may assign this Contract to any wholly owned affiliate of Licensee or to Licensee’s parent company without obtaining MidAmerican’s prior written consent by providing advance notice of the assignment to MidAmerican. Section 11.10 Waiver Failure by either Party to enforce any of the terms or provisions of this Contract shall not be construed as a waiver hereunder. Section 11.11 No Partnership Nothing herein shall be construed to create a partnership, trust, joint venture, or association between the Parties. Section 11.12 No Third-Party Beneficiaries This Contract shall not be construed for the benefit of any third party, including without limitation, customers of either Party. Section 11.13 Notices Routine Notices 28 Notices that are not Legal Notices shall be in writing and shall be considered given if personally delivered, transmitted by e-mail or facsimile, transmitted using any electronic notification system designated by MidAmerican, sent via overnight delivery, or sent via US Mail. Such notice shall be addressed to the Party to be notified using the addresses set forth below or using such other address as a Party may designate for itself from time to time by notice: If to MidAmerican: If to Licensee: MidAmerican Energy Company Waterloo Telecommunications Utility 3500 104th Street 625 Glenwood Street Urbandale, IA 50322 Waterloo, Iowa 50703 Attn: Joint Use Administration Attn: Eric Lage E-mail: PoleAttachments@midamerican.com E-mail: eric.lage@waterloofiber.com Legal Notices Legal Notices are notices made pursuant to the following provisions of this Contract: Article VIII (Indemnification; Limitations on Liability; Warranties); Article IX (Insurance and Bond), Article X (Term, Default and Termination), and Section 11.1 (Confidentiality), Section 11.09 (Assignments). Legal Notices shall be transmitted in writing and shall be considered given if personally delivered, sent via overnight delivery, or sent via Certified US Mail. Such notice shall be addressed to the Party to be notified using the addresses set forth below or using such other address as a Party may designate for itself from time to time by notice: If to MidAmerican: If to Licensee: Waterloo Telecommunications Utility 625 Glenwood Street Waterloo, IA 50703 Attn: Eric Lage E-mail: eric.lage@waterloofiber.com Section 11.14 Facsimile and Electronic Signatures; Counterparts This Contract may be executed using facsimile or electronic signatures and such facsimile or electronic version of the Contract shall have the same legally binding effect as an original paper version. This Contract may be executed in counterparts, each of which shall be deemed an original. Section 11.15 Survival Notwithstanding the termination of this Contract for any reason, Sections 8.01, 8.03, 10.01, 11.01, 11.04, 11.06, 11.11, and 11.12 shall survive termination for the applicable statute of limitations. Notwithstanding any provisions to the contrary, all rights, remedies, or obligations which arose or accrued prior to the termination or expiration of the terms hereof shall survive and be fully enforceable for the applicable statute of limitations. IN WITNESS WHEREOF, the Parties have caused this Contract to be executed by their duly authorized officers as of the date first herein written. FEE SCHEDULE EXHIBIT A Page 1 Initial set-up of Attachment agreement: A $1,000 fee is due upon execution of this Contract. Application Fee is defined in Article I and identified in section 4.02. The Application Fee owed under section 4.02 is $10 per Pole applied for, with a limit of no more than 25 Poles per Application, plus a pre-inspection fee of $35 per pole, which will be invoiced at the time of Application (for a total of $45 per Pole). However, the Application Fee for a Pole-mounted Service Drop Application (identified in Section 5.06) is $10 per Pole applied for plus the then current cost of a post-construction Inspection (currently $25 per Pole) paid at the time of application (totaling $35 per Pole). Make-ready Payment is defined and described in section 4.02, and is set on a per Application basis, based on the estimated cost of the Make-ready Work. Post-Construction Inspection Invoice is defined and described in section 4.02. The amount set forth in the initial Post-Construction Inspection Invoice will cover one (1) field inspection post- construction at the rate of $25 per pole. Any Post-Construction Inspection Invoice for re- Inspection of Installations that did not successfully pass a previous Inspection will reflect the current engineering time and equipment hourly rate incurred by MidAmerican to complete the re-Inspection. Attachment Fee is defined in Article I and described in section 7.01. The Attachment Fee will be calculated each year using the Federal Communications Commission rental rate formula, and shall be charged on a per foot, per Pole , per year basis. For the Attachment of additional associated Equipment (Licensee’s base station or cabinet mount Equipment) or usage outside of designated Communications Space, the Attachment Fee will be determined by MidAmerican based upon review and assessment by MidAmerican Distribution Engineering staff. The Attachment Fee is subject to modification or replacement at MidAmerican’s option with sixty (60) days written notice as set forth in section 7.01. Unauthorized Attachment Fees are described in section 7.02. The fee or charge for unauthorized Attachments shall be $100 per Attachment, per Pole. Unauthorized attachments shall also be subject to back rent, regardless of whether an unauthorized Attachment charge or fee is due. Back rent shall be determined by applying the current Attachment Fee to the number of years the unauthorized Attachment has existed. If the number of years the unauthorized Attachment has existed cannot be reasonably determined, back rent shall be determined by applying the then-current Attachment Fee to the number of years since the last inventory or five years, whichever is less. Time incurred by MidAmerican to resolve disputes, undertake redesigns, or participate in field meetings will be invoiced at the then-current hourly engineering time and equipment rate. All amounts payable shall, unless otherwise specified, be payable within forty-five (45) days of the invoice date. An interest charge at the maximum rate allowed by applicable law shall be assessed against all late payments. 29 WATERLOO TELECOMMUNICATIONS UTILITY MIDAMERICAN ENERGY COMPANY Signed Signed Aimee Dunn Printed Printed Director, Electric Operations Support Title Title Date Signed Date Signed No CR-2024-0015 Entrust 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 Warren Lyon Director – Project Management Office (PMO) Construction Contractor 9/17/2024 $25,937.04Change 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 Repair costs has been provided by ITG, labor & material pricing came from original BOM pricing which was approved by City of Waterloo & Waterloo FiberMaterial Submittals/ Specifications A hit and run accident occurred along Dysart Rd (LCP 036/Task Order 2) on the evening of 8/30/24, hitting a fiber cabinet and pulling the fiber along with it. This repair work needed to be addressed right away since the contractor, ITG, was planning on turning this task order over to the City of Waterloo & Waterloo Fiber in the month of September. Entrust received written email approval on 9/5/24 from Randy Bennett to proceed with the repair work. The following Change Order has been created to account for the labor and material to replace a cabinet, fiber and splice case damaged by a hit and run accident. Location Work Order # Labor Patch Panels and Cabinets 1 $ 3,700.00 $ 3,700.00 Splicing 4 $ 200.00 $ 800.00 Underground - Buried 464 $ 1.20 $ 556.80 Splicing 524 $ 25.00 $ 13,100.00 *** $ 18,156.80 Materials Patch Panels and Cabinets 1 $ 5,480.16 $ 5,480.16 Closures 4 $ 336.06 $ 1,344.24 Fiber 464 $ 2.06 $ 955.84 $ - *** $ 7,780.24 *** $ 25,937.04 Description 144 CT Micro Fiber Cable Itemized Breakdown of Work Quantity Unit Price Amount Install Pad mounted FDH 288 Splitter Cabinet+ Site prep and Prefab Vault Install New Splice Case & Prep Cable FOSC 450D Splice Case FOSC 450 D Closure CR Labor Subtotal 288F Pad mounted FDH Splitter Cabinet Installation, Underground Fiber Cable 144 CT - Including Slack (Micro fiber must be blown in) Splicing, Fusion, Single Fiber CR Materials Subtotal TOTAL CR COST Print Name / Title: Signature: Date: Print Name / Title: Signature: Date: Print Name / Title: Signature: Date: **End** Client/Owner (Attn) Contractor Manager (not needed for design change requests) Charles Smith Regional Manager Approvals Magellan Sign-Off Gene Allred Director of Construction 09/17/2024 9/17/2024 No CR-2024-0016 Entrust Michael Regan PM Broadband Implementation City of Waterloo/Waterloo Fiber Change Request Overview Description of Change (include location) Reason for Change Labor & material pricing are net new costs to the project and has been provided by ITG, Pricing came from the original Bill of Materials (BOM) approved by City of Waterloo & Waterloo Fiber.Material Submittals/ Specifications WF requested to add connectivity to UPN's network for internet redundancy back to Fire Station 6 as the other phases of the project are constructed. WF also has an agreement in place to connect to UPN. The following Change Order has been created to account for labor & material to connect an existing Waterloo Fiber (WF) HH-0087 vault to the Unite Private Networks (UPN) vault located on Ridgeway Ave & Ansborough Ave. This Scope of Work (SOW) was not part of the original design. NOTE: WF will be handling the SOW for the interconnect between UPN and WF's infrastructure. Change Order Request Gene Allred Director of Construction Client/Owner 10/4/2024 $1,313.00Change 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 Will Be Subject To The Withholdings and Release Set Forth In The Contract Sections 6.2(f)(i) and (ii)Retainage Location Work Order # Labor Underground - Buried Labor 25 $ 11.95 $ 298.75 Underground - Buried Labor 125 $ 1.20 $ 150.00 Underground - Buried Labor 32 $ 24.00 $ 768.00 *** $ 1,216.75 Materials Underground Material 25 $ 1.00 $ 25.00 Fiber Material 125 $ 0.57 $ 71.25 *** $ 96.25 *** $ 1,313.00 CR Materials Subtotal TOTAL CR COST CR Labor Subtotal 2” HDPE Roll Conduit, Orange – SDR 11 -->[FT] Sawcut, Remove and Replace Concrete 6" Thick -->[SqrFt] Description Itemized Breakdown of Work Quantity Unit Price Amount Directional Bore (0) 1", (1) 2", (0) 1.25" -->[LF] Installation, Underground Fiber Cable - Including Slack (Micro fiber must be blown in) -->[LF] 24 CT Micro Fiber Cable -->[FT] Print Name / Title: Signature: Date: Print Name / Title: Signature: Date: Print Name / Title: Signature: Date: **End** Approvals Magellan Sign-Off Gene Allred Director of Construction Client/Owner (Attn) Contractor Manager (not needed for design change requests) Charles Smith Regional Manager 10/7/2024 10/8/2024 COVO O O Q N m yew 3 N m obi w m m D w a a ID N °•3 aO•v1D+ V � N _ � 3 cccc (� U) (A U) O O O O O O O 0 0 0 0 O O . 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