HomeMy WebLinkAbout12.18.2024 Telecom Board Agenda
BOARD
MEMBERS
Andrew
Van Fleet
Board Chair
Theodore
Batemon
Ritch
Kurtenbach
Mike
Young
Amy
Wienands
City Council
Liaison:
Rob
Nichols
December 18, 2024
City Council Chambers
4:00 p.m.
1. Roll call.
2. Approval of the agenda, as presented.
3. Approval of minutes of November 25, 2024, special session, as presented.
4. Motion approving the purchase of one 2024 Chevy Colorado, in the amount of
$36,421.35 from the City of Waterloo.
5. Motion approving the purchase of a splice trailer, in the amount of $35,825.20 from
inTech of Nappanee, IN.
6. Motion approving purchase of vehicle tracking equipment and software, in the
amount of $5,064.23, from Samara, Inc. of San Francisco, CA.
7. Motion approving a Dark Fiber Service Order with Unite Private Networks, LLC, in the
amount of $3,400 per month, to service Waterloo Fiber facilities at 402 E. 4th Street.
8. Update from general manager and consultants.
9. Adjourn.
Kelley Felchle
Board Secretary
WATERLOO
Telecommunications Utility Board of Trustees
TELECOMMUNICATIONS UTILITY
BOARD OF TRUSTEES
City Council Chambers
November 25, 2024
4:00 p.m.
1. Members present: Mr. Kurtenbach, Mr. Young, Mr. Batemon and Ms. Wienands. Mr.
Van Fleet, was absent.
2. Moved by Young seconded by Batemon that the agenda, as presented, be approved.
Voice vote-Ayes: Four. Motion carried.
3. Moved by Young seconded by Wienands, that the minutes of November 14, 2024,
special session, and November 20, 2024, regular session, as presented be
approved. Voice vote-Ayes: Four. Motion carried.
4. Public hearing on adopting the FY2025 budget.
4.1. Moved by Young seconded by Batemon to open the hearing and receive and
file proof of publication of notice of public hearing. Voice vote-Ayes: Four. Motion
carried.
4.2. Moved by Young seconded by Batemon to close the hearing. Voice vote-
Ayes: Four. Motion carried.
4.3. Moved by Young seconded by Wienands to adopt a resolution adopting the
FY2025 budget. Roll Call vote-Ayes: Four. Motion carried. Resolution No. 2024-
23.
Eric Lage, General Manager, provided an overview of the budget to the board.
5. Moved by Batemon seconded by Wienands to adopt a resolution approving an
Employment Agreement with Ross Horbach. Roll Call vote-Ayes: Four. Motion
carried. Resolution No. 2024-24.
Eric Lage, General Manager, provided an overview of the item. He commented that
they started the position at a lower wage than the job posting and he will get an
increase of $5,000.00 after six months and another $5,000.00 increase after the next
six months.
Mr. Batemon questioned if this is being based off the Waterloo Fiber employee
handbook.
Eric Lage confirmed.
Page 2
Mr. Kurtenbach commented that he did not see anything in the employment
agreement that references the handbook.
Kelley Felchle, Board Secretary, explained that there are references to the policies
adopted by the utility, so the handbook would be a policy of the utility.
Mr. Batemon questioned if there is an acknowledgment they must sign that they’ve
read the handbook.
Kelley Felchle confirmed.
Mr. Kurtenbach commented he did not see anything regarding if there was a
separation of employment in the first year.
Eric Lage explained that is also part of the handbook.
6. Moved by Wienands seconded by Batemon creating a systems engineer position
within Waterloo Fiber. Voice vote-Ayes: Four. Motion carried.
Eric Lage, General Manager, provided an overview of the creation of an intermediate
position that falls in-between a NOC technician and a network engineer that would
be salaried but a non-department head position.
7. Adjourn
With no further business before the board, it was moved by Young seconded by Batemon
that the meeting be adjourned at 4:12 p.m. Voice vote-Ayes: Four. Motion carried.
Kelley Felchle
Board Secretary
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1�T[W82 MOTOR VEHICLE PURCHASE AGREEMENT
°' tic_ DATE 11/21/24
COMMUNITY MOTOR CO. SL)yEn CITYOFWATERLOO
4521 University Ave. MERNER
Cedar Falls, IA 50613 ADORESS 715 MULBERRY ST
AmnzSSMNE2
ary WATERLOO STATE [A ZP50703
EMALACDRESS NIA
rEs E(319)291-4370 CEu
en espERSov ROBERT FULLER �rEa'S RECasTngnonr Y1H pny BLACK HAWK
DESCRIPTION OF PURCHASED VEHICLE: x]NEW ❑USED ❑DEMO i]CAR ❑TRUCK OVAN ❑OTHER
STCCd tq T19082 yE m2024 AVE CHEVROLET MCceL COLORADO coovTYPE 4WD CREW CAB AFT
Tes.IJETBLACK co SUMMITWHITE
VMi 1 I G I C IP T B E K 2 R 1 3 1 2 6 2 9 ro BE pEuvaREDwIOR pBorrT 11/21124
PRICE OF VEHICLE $ 34,687. TRADE-IN ALLOWANCE AND OTHER CREDITSN/A
cEssxV.Es W
BALASCEOSSOTO
TRADE-IN GROSS ALLOWANCE $ N/
LESS AVOUM OK5N0 $ N/
SET TRADEAY ALLOWANCE OR REM 6W3 TRADEaN DEBT $ NI
MPAYIAENTOn CRED'r BALP1.CE $ N/
MVAYFACTURERS REBATE IF ANY) $ Nf
TOTAL DOWN PAYMENT a AMOUNT OWED $ NI
Doc WWAW FEE S BUYER'S TRADE-IN CERTIFICATION
If you are trading In a vehicle, you Sentry the following:
$ 34*687.Oq CASH PRICE $ 34,6BT00 1. That there is ra salvage, repair or other history on the vaNdo this that
$ 1 LESS OOCUMEtnARY FEE would affect the value of the vehicle. if there is salvage repair or other
$ NI LE BADE v A MVXE history on the title, You agree that the dealer may cancel INS sale That
T to the best of your knowledge, the vohiclo was never on or required to
$ W LESS VN.vGACTMRER's REBATE be on a salvage, rebuilt, good or branded Idle In this or any other state.
$ 2. That the air bags are Intact and In working order.
$ 34,687.0 Auw+a 3. That while you have owned the trade-in, as odometer has not been
FEEF0RlFWRE<vSTfTkmXi a+rAry $ 1,734.3 repaired, rewa placed, tampered with or altered In any y. That the
FIE FEE $ N/p odometer statement, damage disclosure statement and prior vehicle
UCENSE FEE $ WA history which you provided us far your trade In is two and correct.
FH FILMS FEE I� tale c0f� l+l m pope 21 $ NIA 4. That the original emission "trot system gnduding the catalytic
RAnwlanNrx+FEE $ W convener) Is Intact. That the engine and transmission have rid been
ELECTIMLO charged from the manNacturees original specifications, That The Imol
does rat have a cStaed or defective head, Mode, powertrain or frame.
WARRANTY DISCLAIMER
YOU UNDERSTAND THAT THE VEHICLE IS SOLD 'AS /S'
WITH ALL FAULTS AND THAT THERE ARE NO IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, or any other warranties, express or
Implied, covering the vehicle unless we make a written warranty
to you or unless we enter Into a service contract with you within
90 days from the date of this contract. If we do so, any Impled
NfA warranty will last oNy as long as the limited written wantonly,
This pprrd vlslan does cot affect any warranties whkh may he
provideby the manufacturer. if there is a manulamurer's
warranty on the vehicle, ws are not a party to it and it Is rot a
TOTAL CASH DELIVERED PRICE $ 360421.35 pad of this contract. If we are authorized by the manulacuaer
LESS TOTAL Dgval PAYMEm or Pws amourn o'wEa $ N/ to perform warranty work on your vehk400 we tape That you ask
US to perform the work. Homver, the manufacturer's warranty Is
UNPAID CASH BALANCE DUE ON DELIVERY $ 36p421.35 between you and hie manufacturer,
OTHER INFORMATION OR TERMS OF SALE:
Documentary Fee. A documentary fee Is not an official fee. A
documentary fee Is rat required by law, but may be charged to a buyer
for the Preparation Of documents and the performance of related
Services. The maxunum amount that may be charged for a
documentary fee Is determined by Iowa Code Section 322.19A. This
notice is required by law.
You understand that this agreement (Including the terms on page 2) is an offer to purchase the vehicle described which will become a
binding contract once the dealer has signed It. This document represents the complete agreement between you and the dealer regardless of
any other oral, written or prior agreements or representations. However, if you are buying a used vehicle, the Information you see on the
window form for this vehicle is pad of the contract and the Information on the window form overrides any contrary provision in this contract.
[La information qua aparece an to ventanilia its sate vehloulo forma pads de sale contrato. La Information contemda an at formulario de In
ventanilia anula cualquler prevision que establezca lo conlmrio y qua aparezca en el contrato de venta.j
Iowa law requires us to give you the following Iwffce: You understand that liability insurance coverage which would protect you under the
Iowa Motor Vehicle and Safety Responsibility Act IS NOT INCLUDED in your purchase of this motor vehicle.
By signing this contract, you are certifying that you are at least 18 years old (if there are two buyers, that at least one of you is 18 years old),
that you have read this contract, pages i and 2, and agree to its terms, and that you have received a copy of it.
XEeDe �, sae
p„e�.�,�yeD�ewFlp
x�Uwwe
Accepted By. Dav: wnn�,e:m R�+ezzvmre r D1,c+a ucrose o,Fl o.1✓,.
e CP06 (Rev. 7/19) 0Iowa Automobile Dealers Assecialion e, Page 1 a 2
CONTRACT TERMS AND CONDITIONS
In this contract, the words "we", "us" and our refer to the
dealer. The words "you" and "your" refer to the buyer and
the co -buyer, If any.
1. CASH SALE. You agree to buy the vehicle described on
page 1 of this document. This Is not a credit document. If
you obtain financing to purchase the vehicle, you will be
required to sign documents which comply with applicable
federal and state laws. If you obtain financing to purchase
the vehicle, there will be a fee for filing the lien on the title.
Thls fee may be paid to either the dealer or to the tending
Institution from whom you obtain financing.
2. WARRANTY DISCLAIMER. YOU UNDERSTAND THAT
THE VEHICLE IS SOLD "AS IS" WITH ALL FAULTS AND
THAT THERE ARE NO IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, or any other warranties, express or implied,
covering the vehicle unless we make a written warranty to
you or unless we enter into a service contract with you
within 90 days from the date of this contract. If we do so,
any implied warranty will last only as long as the limited
written warranty.
Th
is provision does not affect any warranties which may
be provided by the manufacturer If there Is a manufacturer's
warranty on the vehicle, we are not a party to It and it Is not
a part of this contract. If we are authorized by the manufacturer
to perform warranty work on your vehicle, we hope that
you ask us to perform the work. However, the manufacturer's
warranty is betweeen you and the manufacturer.
3. YOUR FAILURE OR REFUSAL TO ACCEPT DELIVERY.
if you refuse or fail to accept delivery of the purchased vehicle,
we may keep your cash deposit as liquidated damages. If you
had a trade-in, we may sell the trade-in and keep any part of the
selling price which we need to reimburse us for losses which
we incurred because you did not take delivery.
4. FAILURE OR DELAY OF DELIVERY, We are not liable for
failure to deliver a delay in delivery of the purrllasecl vehice ff
the failure or delay is due, in whole or in part, to any cause
beyond our control or without our fault or negligence. We are
not viable to you for any consequential darnages, damages to
property, damage for loss of use, loss of time, loss of profrfs, or
income or any other incidental damages arising out of the sale
or use of the purchased vehicle.
5.DEALEq'S REMEDIES. if you toff to perform all of the tams
and conditions of this contract we may exercise any rght or
remedy granted by lawns we71 as the other remedies described
kn this contract.
6. ADDITIONAL DOCUMENTS. You agree to sign any other
documents which are required to transfer title to the trade -In
vehkieothe purchased veh ,6tcAudvg aiorretastatementsI
damage disclosure statements, and powers of attorney.
7. ATTORNEYS' FEES. if you default on this contract, you w81
pay us our costs and attorneys' fees and late charges in
add'A(on to our damages.
eCP06(Rev. 7//9) O Iowa Automobile Dealers Assodalion Gage x a 2
IF YOU HAVE A TRADE-IN:
If you are trading another vehicle as part of the price of the
vehicle purchased, you agree to the following additional
terms.
9. YOUR WARRANTY OF TITLE TO TRADE-IN. You must
provide us with your vehicle title, correctly assigned to us.
You promise that the trade-in vehicle Is your property free
and clear of any liens or encumbrances except as noted
on page 1 of this contract and that all taxes and registra-
tion fees are currently paid. If we are put to any expense
with respect to unpaid taxes or registration fees, you will
reimburse us upon demand. If we find out that you made
any misrepresentation about the trade-in, then you will pay
us three times ouractual damages as a result of the misrepre-
sentation, plus our costs of collection and attorney's fees.
9. AMOUNT DUE ON TRADE-IN. The "Trade -In Balance
Owed" on page 1 of this contract was provided by your
ilenholder, If the balance is Incorrect due to the fault of the
Ilenholder, the error will be treated as a mutual mistake of
I. In other words, If you owe more money on your
trade -In you will pay us the difference or you can rescind
the contract by returning the vehicle. If you owe less, we
will pay (or credit) you.
10. REAPPRAISAL OF TRADE-IN, if you do not deliver
the trade-in to us until the purchased vehicle Is delivered
to you, then we may reappraise the trade-in at the time
that you deliver it to us and the new appraisal will determine
the allowance to be made on the vehicle purchased. If the
reappraisal is lower than the original appraisal, you may
cancel this contract provided you do so before you take
delivery of the purchased vehicle and surrender the trade -In.
IF YOU ARE BUYING A NEW VEHICLE:
If you are buying a new vehicle, you agree to the following
additional terms.
11. MANUFACTURER'S PRICE REVISION ON NEW
VEHICLE. If you are buying a new vehicle which we do not
have in stock at the time you order it and if the manufacturer
changes our price of the vehicle model or body type you
ordered between the time we signed this contract and the
time we delivered the vehicle to you, we have the right to
change the price to you. However, if you do not agree to
the changed price, you may cancel this contract. If you
cancel the contract, we will return your trade -In to you, if it
has not already been sold so long as you pay for the cost
of reasonable repairs and storage fees. If we have sold
your trade-in, we will pay you the amount we received for
the trade-in less a selling commission of 15% and any
expenses which we Incurred in reconditioning, repairing,
Insuring, storing and selling the vehicle.
12. MANUFACTURER'S CHANGE OF THE MODEL AND
BODY OF THE NEW VEHICLE. If you are buying a new
vehicle and if the manufacturer changes (or discontinues)
the model, design, chassis, accessories, body type or
parts of the vehicle which you ordered, we will have no
obligation to make the same or similar change to the
vehicle you ordered either before or after we deliver the
vehicle to you.
inTech Trailers Inc -�
PO Box 486I I I �� Created: 1111912024 Number 3168:-L AM
Nappanee, IN 46550 (II�_'I Reference Number: 31680-L
574-773-9536 Revision Number: 2
574-773-9538 fax Form Type: Customer
ht(p:/Aw,wJnTech.com CZ4V t4i 74&1,e� 1L / a riwGP Web Access Code:
NOJOLMPIMCCECS
Customer Information Configuration Information
Order Attributes
Waterloo Fiber Product:
FOST7xl2TA2
Length:
12,00
Width:
7,00
Height:
6,83
Number of Axles:
2
Axle Type:
3000# Torsion Axles
Model 4: FOST7x1 2TA2
Chassis
- Full Perimeter Aluminum Frame
-AII Tube Aluminum Construction
- Torsion Axles
- Electric Brakes - All Axles
- Breakaway Battery Kit
- ST205f75R15 Nitro Filled Tires w/ Steel Wheels
- Spare ST205/75R15 on Steel Wheel w/ Exterior
- 7-Way Trailer Plug
Mount
- Adjustable Height Coupler w/ 2 5/16" & Pintle Eye
- Safety Chains & Hooks
- 5000# Manual Jack
- 24" O/C Floor Crossmembers
- 16" O/C Wall Studs
- 16" O/C Roof Studs
Interior
- White Vinyl Walls & Ceiling
- Insulated Walls & Ceiling
- One -Piece SubBoor Vapor Barrier
- 3/4" SubBoor
- One Piece Black Coin Flooring
- Road -Side Laminate Cabinets
- Curb -Side Laminate Cabinets
- 4' Road -Side Laminate Overhead Cabinet
- (2) Cable Access Doors w/ Brushes
- (2) Cable Clamps
- (2) 36" x 20" Tinted Horizontal Slide Windows
- 13,500 BTU Roof Mount Air Conditioner
- 51200 BTU Electric Wall Heater
-12V Power Roof Vent
- Carbon Monoxide Detector - Hardwired
- (6) Surface Mount LED Ceiling Lights
- 12V AM/FM Bluetooth Stereo w/ (4) Interior Speakers
- (6) 120V Interior Outlets (15 Amp)
- (1) Dual 12V USB Outlets
- First Aid Kit
- Eye Wash Station
- 1A-i0BC Fire Extinguisher
Exterior
- White FRP Sidewalls
- One Piece Aluminum Roof
- Extruded Aluminum Front Vertical Corners
-Arched Trussed Walk on Roof System
- LED Clearance Lights
- LED Slimline Tail Lights
- 24" ATP Front Stonegaurd
- 12" ATP Side Trim
- Exterior Gas Fuel Fill
- (2) 24" Entrance Doors w/ Window
- Fixed Aluminum Step at Side Door
- Rear Step Bumper System
- Front & Rear Stabilizer Jacks
- Exterior 120V GFI Protected Outlet (15 Amp)
- Lighted Directional Arrow Board
- Roof Mounted LED Strobe Light
- (2) Surface Mount LED Flood Lights
Electrical
- 5.5KW NPS Gas Generatorw/ATP Cover
- Remote Gen Start w/ Hour Meter
- 20 Galion In Frame Fuel Tank w/ Gauge
-Automatic Transfer Switch
- 50 Amp Load Center
- 60 Amp Converter/Charger
- 12V Marine Grade Battery
-12V Battery Cut -Off Switch
- 25' Motorbase Shore Cord
Printed: 11107/2024
Page 1 of 2
Subtotal:
New Customer Discount
Shipping to Waterloo IA
Total:
$37,876,20
($0,000.00)
$950,00
$95,825.20
Printed: 11/07/2024 Page 2 of 2
samsara.com 1
Samsara Inc
1 De Haro Street
San Francisco, CA 94107
www.samsara.comConnected Operations™
Quote Summary Subtotal
Hardware and Accessories USD $0.00
Licenses
License Term – 36
Months
Shipping and Handling USD $47.00
Upfront Hardware Sales Tax USD $0.00
Annual License Sales Tax USD $328.23
If shipping is "Pending" - Amount is pending due to size
of order; Shipping and Handling subject to change.
If Sales tax is “Pending” – Final amount will be provided
prior to payment
*3% fee
charged on non-ACH charges (Canada Exempt)
*Sales tax subject to change
First Year Payment USD $5,064.23
Payments Beginning Year
Two USD $5,017.23
Prepared For:
Waterloo Fiber
625 Glenwood St
Waterloo, Iowa
50703
Prepared By:
Drew Walworth
drew.walworth@samsara.com
Issued 12-12-2024
Expires 01-31-2025
QUOTE #Q-1666326
samsara.com 2
Samsara Inc
1 De Haro Street
San Francisco, CA 94107
www.samsara.comConnected Operations™
SHIP TO Ian Crowther-Green
625 Glenwood St
Waterloo, Iowa, 50703-4063
United States
Hardware and Accessories Quantity Net Unit Price Total Price
Dual-facing dash-camera, series 4
HW-CM34 6 $0.00 $0.00
Vehicle IoT Gateway, model VG55
HW-VG55-NA 6 $0.00 $0.00
Enhanced VG Series OBDII J1962 L-mount cable
CBL-VG-COBDII-Y1 6 $0.00 $0.00
AG53 Powered Asset Gateway
HW-AG53 1 $0.00 $0.00
CBL-AG-BPWR
CBL-AG-BPWR 1 $0.00 $0.00
Mounting Bracket for AG51, AG52, and AG53
ACC-AG-BMNT 1 $0.00 $0.00
Hardware Due USD$0.00
Licenses Quantity Annual Unit
Price
Total Annual
Price
License for Dual-Facing Camera
LIC-CM2-ENT 6 $540.00 $3,240.00
License for Vehicle Gateways - Public Sector Only, No WiFi, No
ELD
LIC-VG-PS
6 $216.00 $1,296.00
License for Basic Powered Asset Tracker
LIC-AG-PWR-BASIC 1 $153.00 $153.00
Annual License
Due USD $4,689.00
samsara.com 3
Samsara Inc
1 De Haro Street
San Francisco, CA 94107
www.samsara.comConnected Operations™
Thank you for considering Samsara for your fleet.
Samsara provides real-time visibility, business-relevant tools, and powerful
analytics that enable customers to increase the productivity of their fleets and
reduce operating costs. A solution for your fleet is proposed below.
What is included?
Samsara’s fleet tracking solution includes hardware accessories and a per-
gateway license. Gateway licenses provide all ongoing elements of the service,
including:
- Real-time location and vehicle telematics
- Dashboard access with unlimited administrator accounts
- Driver App for iOS and Android devices with unlimited driver accounts
- Over-the-air software feature upgrades
- API access as it relates to features for integration with 3rd party systems
- Maintenance and phone support
Samsara does not include hidden costs in its licenses. If you want access to
Samsara’s full set of fleet features--including but not limited to WiFi hotspot and
ELD capabilities--you will need to upgrade your license. Samsara reserves the right
to audit usage of features unrelated to the solution as well as remove them from
the Samsara Dashboard.
Payment Terms
This order form includes a license fee for the Samsara Software associated with the Hardware to
be paid annually beginning on the License Start Date and, if applicable, a one-time Hardware cost
to be paid upfront as of the license start date. The annual fees are payable by recurring wire
transfer. All transfers made by credit card are subject to a processing fee up to 3%, subject to
applicable law. Late payments are subject to a 1.5% per month late fee. If license payments are
delinquent by 30 days, Samsara may suspend the Service until late payments are remitted.
License Term
The license term for the Samsara Software licenses purchased under this Order Form begins on
the day Samsara activates the applicable Samsara Software license by providing you a claim
number and access to the Hosted Software (“License Start Date”). If Hardware associated with a
then-unactivated Samsara Software license will be shipped to you under this Order Form, such
Samsara Software license will be activated on the day the Samsara Hardware ships.
Notwithstanding the foregoing, if you are renewing the license term for a previously-activated
Samsara Software license under this Order Form, the License Start Date for the renewal license
samsara.com 4
Samsara Inc
1 De Haro Street
San Francisco, CA 94107
www.samsara.comConnected Operations™
term shall be the day that Samsara extends your access to the Hosted Software for the renewal
license term. Samsara Hardware requires a valid license to function.
Samsara may ship Hardware under this Order Form subject to a schedule as mutually agreed
between the Parties or as determined by Samsara. By signing this Order Form, you confirm that
each “Ship To” delivery address set forth herein is accurate and that any individual accepting
delivery at that address is authorized to do so on your behalf. To the extent such Hardware is
associated with then-unactivated Samsara Software licenses, the Samsara Software license term
for each such Hardware device will start on the day that device ships regardless of the shipment
schedule for the other such Hardware devices. If all such Hardware is shipped in one shipment, the
license term for all such Hardware will be the full license term under this Order Form. If such
Hardware is shipped in multiple shipments, only the license term of such Hardware in the initial
shipment will be such full license term. The license term of the remaining such Hardware shipped
after the initial shipment will be set to match the then-remaining license term of the initial shipment,
so that the license term for all such Hardware under this Order Form expires on the same date. The
total cost of the licenses for such Hardware shipped after the initial shipment will be pro-rated
based on their actual license term, rounded up to the nearest month, as compared to the full
license term under this Order Form. Certain payment amounts under this Order Form assume that
the entire order is fulfilled at the same time and are subject to potential reduction based on the
actual schedule of order fulfillment.
You agree that you will only use the features included with the Samsara Software licenses
purchased under this Order Form (“Licensed Scope”). Samsara reserves the right to audit usage
of Samsara Software and to remove your access to such features beyond the Licensed Scope (for
example, the licensed feature scope or licensed user count, as applicable) at any time. If you
would like to use features beyond the Licensed Scope, you are required to purchase the applicable
Samsara Software licenses and if applicable install the applicable Hardware that include such
scope. If Samsara becomes aware that you are using features beyond the Licensed Scope,
Samsara reserves the right to charge you for the applicable Samsara Software licenses that
include such Licensed Scope at list price, and you agree to immediately pay such amounts.
Samsara further reserves the right to change, discontinue, or remove features included in a
Samsara Software license at any time.
You acknowledge and agree that, during your license term, you may not downgrade your Samsara
Software license plan to a lower Samsara Software license plan (e.g., downgrading your
“Enterprise” license to a “Premier” license).
Support and Warranty
Samsara stands behind its Products. During the applicable warranty period, defective Hardware
will be remedied pursuant to our Hardware Warranty Policy at
www.samsara.com/support/hardware-warranty. Additional support information can be found at
www.samsara.com/support.
Terms
Unless otherwise set forth herein, your use and access of the Hardware, Products, and Services
specified herein are governed by Samsara’s standard terms of service found at
https://www.samsara.com/legal/public-sector-customers-platform-terms-of-service/, unless the
Parties have entered into a separate terms of service agreement and/or a separate terms of service
agreement is attached to the Order Form, in which case such separate terms of service agreement
shall govern (the 'Terms of Service') provided that notwithstanding anything stated in the Terms of
Service to the contrary, Customer agrees the following sections from Samsara’s standard terms of
samsara.com 5
Samsara Inc
1 De Haro Street
San Francisco, CA 94107
www.samsara.comConnected Operations™
service found at https://www.samsara.com/legal/public-sector-customers-platform-terms-of-service/
shall apply: License (Section 4), Product Updates (Section 7), Data Protection Addendum (Section
10.3), Non-Samsara Products (Section 14), and Hardware Warranty (Section 17). You agree to be
bound by the Terms of Service, and any capitalized terms not defined herein shall have the
meaning set forth in the Terms of Service. The terms and conditions of the Terms of Service and
this Order Form are the exclusive agreement of the parties with respect to the subject matter hereof
and no other terms or conditions, including those associated with any Customer payment portal or
onboarding of Samsara as a Customer vendor, shall be binding upon Samsara or otherwise have
any force or effect.
To the extent Samsara allows you to make subsequent purchases of Products via Purchase Order
without a corresponding Quote, you agree that (i) such Purchase Order shall be subject to the
terms and conditions of this Order Form, including with respect to payment and license terms, as
well as the applicable Terms of Service; and (ii) to the extent there is a conflict between such
Purchase Order and this Order Form, including with respect to payment and license terms, as well
as the applicable Terms of Service, the terms of this Order Form shall prevail, and no additional
terms included in such Purchase Order that are not included in this Order Form shall apply. You
acknowledge and agree that any reference to a Purchase Order in this Order Form is solely for
your convenience in record keeping, and the existence of a Purchase Order or any delivery of
Products to you following receipt of any Purchase Order shall not be deemed an acknowledgement
of or agreement to any terms or conditions associated with any such Purchase Order or in any way
be deemed to modify, alter, supersede or supplement the Terms of Service or this Order Form.
samsara.com 6
Samsara Inc
1 De Haro Street
San Francisco, CA 94107
www.samsara.comConnected Operations™
Notification of Confidentiality
You agree that the pricing and payment terms specified in this Order Form shall (i) be held in
strict confidence; (ii) not be disclosed to any Samsara competitor or other entity, except as pre-
approved in writing by Samsara; and (iii) not be used except to evaluate the suitability of the
Samsara Products for your business. You will immediately notify Samsara in the event of any
unauthorized use or disclosure under these terms. Violation of these obligations will cause
irreparable harm to Samsara for which Samsara may obtain compensatory and timely injunctive
relief from a court, as well as any other remedies that may be available, including recovery of all
reasonable attorney’s fees and costs incurred in seeking such remedies. Your obligations
specified herein shall last until the pricing and payment terms herein are, through no fault or
action by you, public. This Order Form is a legally binding agreement between you (“Customer”)
and Samsara Inc. (“Samsara”). IN WITNESS WHEREOF, Customer has caused this Order Form
to be executed by its duly authorized representative.
I confirm acceptance of this Order Form on behalf of the Customer identified herein and represent
and warrant that I have full and complete authority to bind the Customer to this Order Form,
including all terms and conditions herein." "Please confirm acceptance of this Order Form by
signing below:
Signature \s1\
Print Name:\n1\
Date:\d1\
Dark Fiber Service Order
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Page 1 of 5
This Dark Fiber Service Order includes and incorporates by reference the Terms and Conditions Applying to Dark Fiber Services attached hereto (the “Terms and Conditions”). Customer
and UPN agree to be bound by the Terms and Conditions.
Unite Private Networks, LLC d/b/a Segra: Waterloo Fiber:
Signature: ___________________________________________________ Signature: ______________________________________________________
Name: _______________________________________________________ Name: ______________________________________________________
Title: _______________________________________________________ Title: ______________________________________________________
Date: _______________________________________________________ Date: ______________________________________________________
Contact Information
Unite Private Networks, LLC d/b/a Segra (“UPN”) Waterloo Fiber (“Customer”)
COMPANY CONTACT: Mark Van Handel COMPANY CONTACT: John Rath
EMAIL: mark.vanhandel@segrafiber.com EMAIL: john.rath@waterloofiber.com
PAYMENT ADDRESS: 120 W 12th St, Floor 11
Kansas City, MO 64105
BILLING ADDRESS: 625 Glenwood St.
Waterloo, IA 50703
Billing Information and Service Commitment Period
Order Type: New
UPN Service Order ID: 52610
Service Type(s): Dark Fiber (DF)
Initial Service Order Term: 39 months
Circuit 1
Location A
Address: at or near 42.469276, -92.376689
Waterloo, IA 50701
Point of Demarcation: MPOE
Location Z
Address: 402 E 4th St
Waterloo, IA 50703
Point of Demarcation: MPOE
Service and Pricing Schedule
Type
New
Service
Circuit 1: Two (2) strands DF
Term
39 months
Monthly Recurring Charge
$ 3,400.00
Non-Recurring Charge
$ 0.00
Total = $ 3,400.00 $ 0.00
Acknowledgments: Customer shall be responsible for all cross connects. Customer acknowledges and agrees that the Dark Fiber provided to Customer in this Service Order (“Customer
Fibers”) will not be accessible to Customer other than at the Location A and Z Points of Demarcation listed above.
Deferred Billing: For the first three (3) months of the Service Order Term, Customer shall receive the Services listed above for no charge. Thereafter, Customer’s to tal monthly recurring
charge shall be $3,400.00, which shall continue for the duration of the Service Order Term.
Service Order Term: The term of this Service Order shall commence upon installation of all Customer Fibers described herein and shall continue in effect for the term delineated above
(“Initial Service Order Term”). Thereafter, this Service Order shall be automatically renewed for successive one (1) year per iods (each such period, an “Additional Service Order Term”
and, together with the Initial Service Order Term, the “Service Order Term”) unless terminated by either party upon ninety (9 0) days’ written notice to the other party prior to the end of
the Initial Service Order Term or Additional Service Order Term, as applicable.
Points of Demarcation: Customer will meet UPN at the Minimum Point of Entry (“MPOE”) unless otherwise noted above. The MPOE is the closest practical point to where the cable
enters the building. In the event Customer desires the installation to occur somewhere other than the MPOE, Customer understa nds that there will be additional costs.
Dark Fiber Service Order
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Terms and Conditions Applying to Dark Fiber Services
1. Dark Fiber Service Orders. Dark fibers leased to Customer under this Agreement will be memorialized on service orders, route orders, or similar documentation provided
by UPN, negotiated between the Parties, and signed by an authorized member of each Party (“Service Orders”). UPN’s obligation to provide Customer Fibers shall only
arise upon a valid Service Order executed by both Parties. Upon the full execution of a Service Order, UPN grants and conveys to Customer a lease to use the specific strands
of dark fiber (“Customer Fibers”) designated by UPN within the Service Order. Each Service Order shall, at a minimum, identify the (i) route(s); (ii) Point(s) of Demarcation
(as “Point(s) of Demarcation” is defined in Section 6); (iii) number of Customer Fibers to be leased to Customer; (iv) Servic e Order Term; (v) monthly recurring charges
(“MRC”); and (vi) non-recurring charges (“NRC”). In no event shall UPN be responsible for obtaining on behalf of Customer any equipment used to transmit capacity over
or “light” the Customer Fibers. Customer’s use of Customer Fibers shall be limited to Customer. Customer may not assign, lease, or allow any other party the right to use
the Customer Fibers or related UPN materials without UPN’s prior written consent. The foregoing restriction includes Customer’s resale of the Customer Fibers as a “dark
fiber” service. Any use of the Customer Fibers by Customer in contravention of this Section 1 shall be considered an event of default and grounds for immediate suspension
of service.
2. Acceptance. UPN shall issue a Service Commencement Letter (as “Service Commencement Letter” is hereinafter defined) upon installation and delivery of the Customer
Fibers. Customer shall either accept or reject the Customer Fibers within five (5) days of UPN issuing the associated Service Commencement Letter. If Customer rejects the
Customer Fibers, Customer shall provide a written description reasonably detailing failure. UPN shall then re -test and issue another Service Commencement Letter. This
process shall continue until the Customer Fibers are in compliance with industry standards and the terms and conditions of this Agreement. Customer shall be deemed to
have provided its “Acceptance” on the earlier of (i) written acknowledgement from Customer within the designated five (5) day period that the Customer Fibers are in
material compliance with this Agreement; (ii) Customer fails to accept or properly reject within the designated five (5) day period; or (iii) Customer uses the Customer Fibers
for any commercial or other non-testing purpose. Notwithstanding the preceding or anything to the contrary in this Agreement, in the event UPN is unable to c omplete
installation of Customer Fibers due to Customer’s failure to complete any applicable tasks necessary to allow UPN to complete installation, Customer shall either (1) cancel
the affected Services within ten (10) days after receiving written notice from UPN that it is unable to complete installation solely due to Customer’s delay, or (2) be deemed to
have accepted the Customer Fibers as of the thirtieth (30th) day after UPN provides written notice to Customer that UPN is unable to proceed further due solely to
Customer’s delay. A “Service Commencement Letter” means the written communication sent from UPN to Customer informing Custome r that Services have been installed
and are available for Customer’s use.
3. Payment Terms. Customer shall pay all undisputed charges by check or wire transfer of immediately available funds to the account designat ed by UPN, unless otherwise
agreed to by the Parties. All undisputed charges shall be paid by Customer within thirty (30) calendar days following receipt of an invoice fro m UPN. Any undisputed
portion of an invoice not paid by the applicable due date shall be overdue and Customer shall incur a fee of 1.5% per month, or the maximum amount permitted by law,
until the undisputed portions of the invoice are paid in full. Unless otherwise stated in the Service Order, all MRC be subje ct to an annual increase equal to the greater of (i)
three percent (3%) or (ii) the cumulative increase in the U.S. Consumer Price Index, All Urban Consumers (CPI -U), U.S. City Average, published by United States
Department of Labor, Bureau of Labor Statistics for the preceding 12 -month period. All MRC shall be invoiced in advance on the first day of each month. If the Service Order
Term commences on a day other than the first day of the month, Customer shall be invoiced on the first day of the following m onth and the first invoice shall include the
pro-rated amount of the prior month’s MRC in addition to the current month’s MRC. By way of example only, if Customer receives Customer Fibers on September 20,
Customer will receive its first invoice on October 1 and this invoice will include a full month’s MRC for October in addition to the pro-rated ten (10) days’ MRC for
September. Unless otherwise stated in the Service Order, any applicable NRC may be invoiced any time after the full execution of this Service Order. In the event Customer
disputes any portion of an invoice, Customer must pay the undisputed portion of the invoice by the due date and submit a writ ten claim reasonably documenting all reasons
for disputing the remaining amount. After UPN’s receipt of such claim, the parties will undertake a good faith investigation of the disputed charges. At the conclusion of the
investigation, any amount mutually agreed upon by the parties will become immediately due and payable by Customer. Unless a c laim is submitted in this manner and
received by UPN within thirty (30) days from the date the invoice is issued, Customer waives all rights to dispute such charg es unless otherwise provided by law.
4. Points of Demarcation and Building Access. “Point(s) of Demarcation” means the physical point where UPN’s obligation to bring and terminate the Customer Fibers ends.
UPN shall only be responsible for construction of the Customer Fibers and maintenance activities on the Customer Fibers to th e applicable Point of Demarcation. If not
otherwise specified on the Service Order, the Point of Demarcation shall be UPN’s zero manhole within the public right -of-way (“MPOE”). Point of Demarcation extensions
may carry additional charges. In the event the Point of Demarcation at a requested Service location extends onto private prop erty, Customer acknowledges that it will
procure all necessary building entrance and property rights (“Access Rights”) for UPN to have access and permission to enter. Customer understands that any delay in
receiving the Access Rights may cause a corresponding delay in delivery. Customer shall be responsible for all costs (initia l and on-going) incurred by UPN related to these
Access Rights, including but not limited to any charges or fees imposed on UPN by the applicable property owner or landlord. In the event Customer is unwilling or unable
to pay for such fees imposed by the property owner or landlord, UPN shall have the option to cancel affected Services and Cus tomer shall be responsible for payment of
Early Cancellation Liability pursuant to Section 13.
5. Routine Maintenance. UPN shall perform all routine and emergency maintenance on all Customer Fibers. UPN shall use its best efforts to perform routine maintenance
between the hours of 12:00 AM and 6:00 AM, local time, to minimize any potential disruptive impact on the continuity or perfo rmance level of the Customer Fibers.
Notwithstanding the preceding, UPN may perform urgent maintenance at any time for purposes such as restoration of continuity to a severed or partially-severed fiber optic
cable, restoration of dysfunctional power and ancillary support equipment, or correction of any potential jeopardy conditions that could affect the Customer Fibers or UPN’s
network.
6. Notice of Maintenance. UPN shall provide Customer with telephone, electronic, or written notice of all non-emergency planned network maintenance no later than three (3)
business days prior to performing maintenance that, in its reasonable opinion, has a substantial likelihood of affecting Cust omer’s traffic on the Customer Fibers. If UPN’s
planned activity is canceled or delayed, UPN shall promptly notify Customer and reschedule any delayed maintenance activity.
7. Notice of Damage. Customer shall promptly notify UPN of any matters pertaining to any damage or impending damage to or loss of use of the Customer Fibers or UPN’s
network that are known to Customer and that could reasonably be expected to adversely affect the Customer Fibers or UPN’s network.
8. Electronics and Equipment. Subject to UPN’s consent, Customer may attach electronic equipment to the Customer Fibers. At UPN’s request, Customer will notify UPN of
the type, detailing optical wave, and bandwidth associated with such electronics. Any interference by Customer’s equipment with UPN’s network, facilities, or fibers shall
be grounds for withholding or revoking consent. Each Party shall take all reasonable precautions to prevent damage to UPN’s network and the Customer Fibers. Customer
must immediately remove any equipment adversely impacting the Customer Fibers or UPN’s network immediately upon notice from U PN.
Dark Fiber Service Order
#52610
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9. Ownership and Encumbrances. Customer acknowledges that it has no title to any fiber, equipment, or materials provided by UPN under this Agreement and s hall not in any
way encumber the Customer Fibers or any UPN property.
10. Term.
(a) Agreement Term. The term of this Agreement shall commence on the full execution of the first Service Order between UPN and Customer and shall continue in
effect so long as there is an active and related Service Order in effect that is governed by this Agreement.
(b) Service Order Term. The term of each Service Order shall commence on Customer’s acceptance of all Customer Fibers memorialized within the Service Order
and continue in effect for the period set forth therein (the “Service Order Initial Term”). Thereafter, unless otherwise specified on the Service Order, the Service
Order shall automatically renew for successive one (1) year periods (each such period, an “Additional Service Order Term” and , together with the Service Order
Initial Term, the “Service Order Term”) unless and until terminated by either party upon ninety (90) days’ written notice to the other party prior to the end of the
Service Order Initial Term or an Additional Service Order Term, as applicable. Notwithstanding the preceding, if a Service Or der contains multiple circuits,
segments, and/or Services, Customer shall be invoiced for its first monthly recurring charge upon acceptance of the first Service. Each subsequent monthly
recurring charge shall be billed on a line-item basis based on the number of Services that have been accepted until all Services on the Service Order have been
accepted, at which time the monthly recurring charge shall be the total monthly recurring charge listed in the Service Order and this total monthly recurring
charge shall continue for the duration of Service Order Term. For clarity, the Service Order Term of a Service Order containing multiple Services shall commence
upon the acceptance of all Services.
11. Porting. Subject to fiber availability, Customer shall have the option to port the Customer Fibers to a new location and UPN shall waive any applicable early termination
charges so long as: (i) the ported location is “On-Net,” meaning UPN will incur no construction or related costs to provide Customer Fibers to the ported location; (ii)
Customer and UPN enter into a replacement Service Order for a term equal to or greater than the term remaining on the Service Order being replaced; (iii) the replacement
Service Order contains the same or greater monthly recurring charges as the Service Order being replaced; and (iv) Customer pays a non-recurring charge to cover any
construction, splicing, or other costs related to the replacement Service Order, if applicable. Any ported service shall be memorialized in an amendment, Service Order, or
similar documentation signed by both parties.
12. Early Termination. In the event that, during the Service Order Term, UPN terminates the Service Order for Customer Default (as “Customer Default” is defined in Section
17(a)) or Customer terminates a Service Order for any reason other than UPN Default (as “UPN Default” is defined in Section 17(b)) (“Early Termination”), Customer shall
pay an early termination fee to UPN which shall be equal to (i) 100% of the remaining monthly recurring charges plus (ii) any waived or otherwise unpaid NRC or special
construction charges, plus (iii) any fees payable to third parties and attributable to the terminated services, if any, to th e extent such fees are not captured by the amounts in
subsection (i) of this section (together, the “Early Termination Liability” or “ETL”). ETL shall be due and payable within thirty (30) days of the date of an invoice for the
same. Customer acknowledges that ETL is a reasonable estimate of liquidated damages to be suffered by UPN as a result of the termination and not a penalty.
13. Early Cancellation. In the event that, subsequent to the execution of a Service Order but prior to commencement of the Service Order Term, UPN cancels or terminates a
Service Order due to Customer Default, UPN cancels or terminates a Service Order for Customer’s failure to obtain Access Righ ts pursuant to Section 4, or Customer cancels
or terminates the Service Order for any reason other than for UPN Default (“Early Cancellation”): (i) UPN may immediately stop work without further notice to Customer;
(ii) the Service Order shall terminate and Customer shall not be entitled to a refund of any prior consideration paid; (iii) Customer shall immediately reimburse UPN for any
third-party termination charges incurred by UPN as a result of such Early Cancellation; (iv) Customer shall pay an amount equal to the greater of (a) seventy-five percent
(75%) of all monthly recurring charges for the Service Order Initial Term or (b) UPN’s actual and verifiable costs expended t oward providing the Service(s) plus twenty-one
percent (21%) (the “Early Cancellation Liability” or “ECL”). ECL shall be due and payable within thirty (30) days of the date of an invoice for the same. Customer
acknowledges that the ECL is a reasonable estimate of liquidated damages to be suffered by UPN as a result of the cancellation and not a penalty.
14. Relocation Procedures. If UPN determines in its reasonable business judgment, or is required by a third party with applicable legal authority, t o relocate all or any portion
of the Customer Fibers or any of the facilities, materials, or equipment used to furnish the Customer Fibers to Customer, UPN shall provide Customer prior written notice of
any such relocation, if possible. UPN shall utilize commercially reasonable efforts, in coordination and cooperation with Cu stomer, to accomplish the relocation. If the
relocation is necessitated solely by UPN, UPN shall be responsible for the cost of such relocation. If the relocation is nece ssitated by Customer, Customer shall be responsible
for the cost of such relocation. If the relocation is necessitated by a third party with legal authority, Customer shall pay its Proportionate Share of the costs. “Proportionate
Share” means a fair reasonable amount determined by UPN in good faith.
15. Condemnation and Eminent Domain. In the event that any portion of the Customer Fibers becomes the subject of a proceeding by any governmental agency or oth er party
having the power of eminent domain for public purpose or use, UPN and Customer shall be entitled, to the extent permitted by law, to participate in such condemnation or
eminent domain proceeding for compensation by either joint or separate awards for the economic value of their respective inte rests in the Customer Fibers that are subject to
the condemnation or eminent domain proceeding.
16. Termination for Lack of Rights. UPN may terminate any affected Service Order without liability to Customer if:
(i) UPN’s franchise authority is cancelled or terminated for the route(s) set forth in the Service Order;
(ii) UPN is prohibited from furnishing the Customer Fibers by regulation, statute, court order, or ruling by the Federal Communications Commission, or any other federal,
state or local governmental authority;
(iii) UPN’s pole attachment and/or conduit use rights are terminated or become subject to such restrictions or conditions that continuation of t he applicable Service Order is
impracticable or prohibited.
17. Default and Cure.
(a) Customer Default. Customer shall be in default (“Customer Default”) under this Agreement and/or a Service Order in the event of any of the following:
(i) Customer fails to make a payment of any undisputed amount required under a Service Order and such failure continues for more than ten (10) days after
Customer receives written notice of such failure from UPN;
(ii) Customer fails to comply with any material obligation, agreement, term, or provision of this Agreement or a Service Order and such failure continues for more
than thirty (30) days after receipt of written notice of such failure from UPN; provided however, that if such default cannot reasonably be cured within thirty (30)
Dark Fiber Service Order
#52610
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days and if Customer is proceeding promptly and with due diligence in curing the default, the cure period shall be extended for a period of time, not to exceed
ninety (90) days, as may be necessary;
(iii) Customer’s use of Customer Fibers will violate any law or cause UPN to violate any law;
(iv) Customer becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, l iquidation, or composition
for the benefit of creditors;
(v) Customer becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receiversh ip, liquidation, or
composition for the benefit of creditors, and such petition or proceeding is not dismissed within sixty (60) days of filing ;
(vi) Customer’s lease or use of the Customer Fibers would cause a forfeiture of the rights of UPN to occupy the property where suc h Customer Fibers, or other UPN
facilities, are located; or
(vii) Customer or Customer’s end-user’s equipment, or anyone acting on Customer’s behalf, interferes with the operational integrity of the UPN’s fiber, equipment, or
network. In the event of such interference, UPN may immediately disconnect or reclaim the Customer Fibers and take any steps necessary to remedy the
interference.
(b) UPN Default. UPN shall be in default (“UPN Default”) under an applicable Service Order in the event UPN fails to comply with any materia l obligation, agreement,
term, or provision of this Agreement or the Service Order and such failure continues for more than thirty (30) days after rec eipt of written notice from Customer;
provided however, that if such default cannot reasonably be cured within thirty (30) days and if UPN is proceeding promptly a nd with due diligence in curing the
default, the cure period shall be automatically extended as may be necessary.
Any event of default may be waived at the non-defaulting party’s option. Upon the failure of a party to cure a default after notice thereof from the other party and
expiration of the above cure periods, the non-defaulting party may, subject to the terms of this Agreement, terminate the affected Service Order and/or pursue any remedies
it may have under applicable law or principles of equity relating to such default. Notwithstanding the foregoing, default by one party with respect to a Service Order shall
not be deemed to be a default with respect to another Service Order.
18. Indemnification. Customer shall indemnify, defend, and hold harmless UPN, its directors, officers, employees, representatives, members, partne rs, trustees, and affiliates
from and against all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorney’s fees) res ulting from any third party claim, demand, suit, action,
judgment, loss, or proceeding brought against UPN for (a) personal injury, including death; (b) damage to any personal or rea l property; (c) any unauthorized use of UPN
facilities; and (d) any violation of any United States intellectual property right arising directly or indirectly from the negligence or intentional acts or omissions of Customer
or its representatives or agents.
19. Limitation of Liability. IN NO EVENT SHALL UPN OR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, PARTNERS, TRUSTEES,
SERVANTS, REPRESENTATIVES, AGENTS, AFFILIATES, OR PARENT COMPANIES BE LIABLE FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS
OF ANTICIPATED SAVINGS, LOSS OF DATA, THE COST OF REPLACEMENT SERVICES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECI AL,
RELIANCE, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
20. Taxes and Governmental Fees. In the event UPN is assessed taxes, charges, or fees (“Taxes”) related to Customer Fibers being provided to Customer under a Service Order,
UPN shall bill such Taxes to Customer in the manner and for the amount permitted by law. Taxes include federal, state or loc al sales, gross receipts, occupation, franchise,
governmental assessments, regulatory charges, state and federal USF charges, excise, or other similar transfer taxes. UPN sh all not bill to or otherwise attempt to collect
from Customer any tax with respect to which Customer has provided UPN with a valid exemption certificate. For clarity, Taxe s shall not include taxes on UPN’s income.
21. Notice Addresses. All notices and communications concerning this Agreement or applicable Service Order shall be in writing and addressed to the other party as follows:
If to Unite Private Networks:
120 W 12th Street, Floor 11
Kansas City, MO 64105
Attn: Legal Department
If to Customer:
__________________________
__________________________
__________________________
If Customer’s notice address information is not listed within this Agreement, the notice address shall be any address associated with Customer as listed in a Service Order.
Any notice or communication required or permitted to be given hereunder shall be in writing and may be delivered by hand, dep osited with a nationally recognized
overnight courier, sent by confirmed electronic mail, or mailed by registered or certified mail, return receipt requested, po stage prepaid, in each case to the address of the
receiving party indicated above, or to such other address as either party may notify the other in writing from time to time. Such notice will be deemed to have been given as
of the date given by hand or electronic confirmation, the day after deposit with a nationally recognized overnight courier, o r five (5) days after it was mailed.
22. Access and Splicing. Customer shall only have access to the Customer Fibers at the Location A and Location Z Points of Demarcation listed in the applicable Service Order.
In order to maintain the integrity of UPN’s cable and network, UPN, or a contractor operating under UPN’s direction, shall perform all splicing required on the Customer
Fibers. Any splicing not anticipated or not accounted for at the time an applicable Service Order is executed (“Additional Sp licing”) shall be performed by UPN and
Customer shall be responsible for charges to cover expenses including but not limited to hardware, permitting, engineering, i nstallation, and labor. If Customer desires
future expansion at splice points other than at the Location A and Z Points of Demarcation listed in a Service Order, then Cu stomer must request such future expansion from
UPN. UPN will grant or deny such request in its sole discretion and complete any splicing and related access work.
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23. Force Majeure. UPN shall not be in default under this Agreement or a Service Order with respect to any failure or delay in performing its obligations hereunder to the extent
that such failure or delay is caused by acts of nature, God, wars, revolution, civil commotion, acts of public enemy, embargo , acts of government in its sovereign capacity,
labor difficulties, strikes, slowdowns, picketing or boycotts, damage to fiber or facilities caused by a third party, delays caused by the inaction of utilities, local exchange
carriers, cities, municipalities, or other political subdivisions in granting access to rights of way, poles, or any other re quired items or any other circumstances beyond the
reasonable control and not involving any fault or negligence of the delayed party (each, a “Force Majeure Event”). If a Forc e Majeure Event occurs, UPN shall be excused
from performance under the applicable Service Order on a day-to-day basis during the continuance of such Force Majeure Event.
24. Assignment. Customer may not assign or otherwise transfer its rights or obligations under this Agreement and/or any associated Service Order without the prior written
consent of UPN. Any attempted assignment in contravention of this provision shall be null and void. UPN may at any time, wit hout consent but on written notice to the
other party, assign its rights and obligations under this Agreement and all associated Service Orders to (i) any Affiliate (as “Affiliate” is hereinafter defined), or (ii) a person,
firm, corporation, partnership, association, trust or other entity which purchases all or substantially all of its assets whe ther via merger, sale, stock purchase, or other similar
equity arrangement. This Agreement and/or Service Orders governed by this Agreement shall be binding upon and inure to the be nefit of the parties and their respective
permitted successors and assigns. UPN shall have the right at any time, without the prior consent of Customer, to mortgage, pledge, or grant a security interest in this
Agreement, any related Service Order, or any of UPN’s system in connection with any borrowing or financing activity of UPN. “Affiliate” means any entity that directly or
indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this s ection, means direct or indirect ownership or control
of more than fifty percent (50%) of the voting interests of the subject entity.
25. Warranties Relating to Agreement Validity. In addition to any other representations and warranties contained in this Agreement, each Party represents and warrants to the
other that (a) it has the full right and authority, and has taken all necessary corporate or similar action, to enter into, e xecute, deliver, and perform its obligations under this
Agreement and all related Service Orders and (b) its execution of and performance under this Agreement and all related Servi ce Orders shall not violate any applicable
existing regulations, rules, statutes, or court orders of any local, state, or federal government agency, court, or bo dy.
26. Confidentiality.
(a) Confidential Information. For the purposes hereof, “Confidential Information” shall include any and all information that UPN holds as confidential or proprietary,
including, without limitation, (i) all technical information, including, without limitation, product data and specifications, know-how, formulae, software, source codes
and other software information, processes, inventions, research projects, derivative works, and product development; (ii) all business information of or relating to
UPN, including, without limitation, accounting and financial information, sales and marketing information, research, investme nt analyses, investment strategies and
techniques, investment transactions and holdings, plans or strategies, processing, equipment designs, clients, personnel, sha reholders and information concerning
funds and clients advised by UPN, know-how, data and material used or licensed by UPN, including computer software, programming, research, financial
information and analyses and the like, and documentation relating thereto; (iii) UPN employee or customer information; (iv) U PN’s confidential information disclosed
to the other by third parties; (v) rates, terms, or other information relating to this Agreement, and (vi) any information wh ich a reasonable person would deem to be
confidential. Customer shall not disclose any of the UPN’s Confidential Information to any third party or use any of UPN’s C onfidential Information for any purpose
other than in connection with the receipt of services hereunder. Customer will not use UPN’s name or the name(s) of any UPN product(s) or service(s) publicly
without UPN's prior written consent. UPN’s Confidential Information shall remain its property and shall be either returned t o UPN or destroyed promptly upon the
termination of this Agreement or the applicable Service Order. If Confidential Information is destroyed, Customer must cert ify to the destruction. Customer shall not
appropriate Confidential Information for its benefit or the benefit of any third party.
(b) Obligation to Disclose. Customer will promptly notify UPN if Customer receives a demand from a third party for Confidential Information and Custom er shall not
disclose the same to such third party without the prior written consent of UPN, except as required by law. If Customer belie ves that it is legally required to disclose
any of the Discloser’s Confidential Information, Customer will not disclose such Confidential Information until Customer has notified UPN and UPN shall be entitled
to seek a protective order or other appropriate remedy. In the event that Customer is required by law to disclose any Confid ential Information, Customer will furnish
only the portion of the Confidential Information that is legally required and will exercise commercially reasonable efforts t o obtain a protective order or other reliable
assurance that the Confidential Information will be treated as confidential upon terms substantially the same as contained in this Agreement.
27. Miscellaneous.
(a) Negotiated Agreement. This Agreement and all Service Orders have been fully negotiated between and jointly drafted by UPN and Customer.
(b) Document Precedence. In the event of a conflict between the provisions of this Agreement and an applicable Service Order, the provisions of th e applicable Service
Order shall prevail.
(c) Limited Effect of Waiver. Any waiver or failure to enforce a provision of this Agreement or any Service Order shall not be construed as a general wai ver or
relinquishment of the provision.
(d) Governing Law. This Agreement shall be construed in accordance with the laws of the state of Missouri, without reference to its conflict of law provision. The
obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws.
(e) Jurisdiction. Any suit, action, or proceeding seeking to enforce any provision of this Agreement or based on any matter arising out of or in connection with this
Agreement must be brought in Jackson County, Missouri. Each Party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action, or proceeding and irrevocably waives, to the fullest extent permitted by law, any object ion which it may now or hereafter have.
Without limiting the foregoing, each Party agrees that service of process in accordance with Section 21 shall be deemed effec tive service of process on such Party.
(f) Severability. If any term or provision of this Agreement or associated Service Order is, to any extent, determined to be invalid or unen forceable by a court or body of
competent jurisdiction, then (i) both parties shall be relieved of all obligations arising under such provision and this Agre ement and/or the applicable Service Order
shall be deemed amended by modifying such provision to the extent necessary to make it valid and enforceable while preserving its intent.
(g) Integration. This Agreement constitutes the entire and final agreement and understanding between UPN and Customer with respect to the su bject matter hereof and
may be supplemented with additional provisions as listed or described within a Service Order.
(h) Amendment. This Agreement and any Service Order may only be amended, modified, or supplemented by an instrument in writing executed by duly authorized
representatives of UPN and Customer.
(i) Counterparts. This Agreement and any Service Order may be executed in one or more counterparts, all of which taken together shall constit ute one and the same
instrument.
(j) Acceptable Use. Customer represents and warrants that it shall comply with all relevant laws pertaining to its use of the Customer Fibers.