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HomeMy WebLinkAbout01.21.2026 Telecom Board Agenda BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Ritch Kurtenbach Mike Young Amy Wienands City Council Liaison: Steve Schmitt January 21, 2026 Waterloo City Council Chambers Waterloo City Hall 4:00 p.m. 1. Roll call. 2. Approval of the agenda, as presented. 3. Approval of the minutes of December 16, 17, and 22, 2025 meetings, as presented. 4. Resolution No. 2026-01 approving payment of bills for December 2025. 5. Motion approving Change Order No. 038, for a net increase of $10,639.52, in conjunction with the FY2023 Construction of a Fiber-to-the-Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088. 6. Motion approving Change Order No. 039, for a net increase of $12,187.50, in conjunction with the FY2023 Construction of a Fiber-to-the-Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088. 7. Motion approving a Wholesale Master Services Agreement with Northern Iowa Communications Partners, LLC. 8. Update from general manager and consultants. 9. Closed session pursuant to Iowa Code Section 388.9(1) to discuss marketing and pricing strategies or proprietary information if its competitive position would be harmed by public disclosure not required of potential or actual competitors, and if no public purpose would be served by such disclosure. 10. Adjourn. Kelley Felchle Board Secretary WATERLOO Telecommunications Utility Board of Trustees TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES SPECIAL SESSION City Clerk’s Office December 16, 2025 1:00 p.m. 1. Members present: Mr. Van Fleet, Mr. Batemon, Mr. Kurtenbach and Mr. Young. Ms. Wienands was absent. 2. Moved by Kurtenbach seconded by Batemon that the agenda as presented, be approved. Voice vote-Ayes: Four. Motion carried. 3. Moved by Young seconded by Kurtenbach to adopt a Resolution amending the Resolution adopted September 6, 2023, authorizing the issuance of Taxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series 2023, as amended by the Resolution adopted November 14, 2024, and authorizing execution and delivery of a Second Replacement Note. Roll Call vote-Ayes: Four. Motion carried. Resolution No. 2025-033. Maggie Burger, Speer Financial, explained that this is an amendment to the taxable working capital and the operational money that the utility is using. There are currently four million dollars outstanding, and this action would amend that to six million dollars. She added that they are hoping that shortly after adding the two million, the operational costs would be covered by actual revenues coming in. The first draw will be six hundred and fifty thousand on the date of closing with three additional draws of four hundred and fifty thousand dollars. She noted that the maturity date of the existing note will be extended to 12/1/2028. Mr. Van Fleet commented that he had a question related to the Compliance Policy and the need to designate a compliance coordinator. He questioned whether the board needs to officially designate Eric Lage as the compliance coordinator and further noted that it should probably be added to his job description due to the significant number of added responsibilities. Steve Nadel, Ahlers Law, commented that this is a separate item on the agenda and should be considered separately from the authorizing resolution, then went on to explain that typically the board secretary or the general manager would be the compliance officer. However, because Kelley’s role is primarily on the council side of things, he thought it would be more appropriate for Eric as general manager. He further explained the importance of understanding the policy and suggested he and Eric find an hour or so for training. Maggie Burger concurred and commented that training could possibly be extended to Todd and Doug as well because the coordinator oversees the things that others are doing. The board members continued to discuss managing compliance requirements and developing some framework to use as a tool to outline various timelines and deadlines for action items that need to come before the board. Steve Nadel commented on compliance items as they relate to the expenditure of tax-exempt bond proceeds. Discussion continued with the board members and Maggie Burger. 4. Moved by Young seconded by Kurtenbach to adopt a Resolution Approving Post-Issuance Compliance Policy. Roll Call vote-Ayes: Four. Motion carried. Resolution No. 2025-034. 5. Adjourn. Page 2 With no further business before the board, it was moved by Kurtenbach seconded by Young that the meeting be adjourned at 1:38 p.m. Voice vote-Ayes: Four. Motion carried. Kelley Felchle Board Secretary TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES Council Chambers December 17, 2025 4:00 p.m. 1. Members present: Mr. Van Fleet, Mr. Young, Mr. Batemon, Mr. Kurtenbach. Ms. Wienands was absent. 2. Moved by Kurtenbach seconded by Young that the agenda as presented, be approved. Voice vote-Ayes: Four. Motion carried. 3. Moved by Kurtenbach seconded by Young to approve the minutes of November 19, 2025, regular session, as presented. Voice vote-Ayes: Four. Motion carried. 4. Moved by Kurtenbach seconded by Young to adopt a resolution approving payment of bills for November 2025. Roll Call vote-Ayes: Four. Motion carried. Resolution No. 2025-033A. 5. Moved by Young seconded by Kurtenbach to adopt a resolution fixing date for a meeting on the authorization of a Loan Agreement and the issuance of not to exceed $60,000,000 Communications Utility Revenue Capital Loan Notes of the City Of Waterloo, State of Iowa, and providing for publication of notice thereof. Roll Call vote- Ayes: Four. Motion carried. Resolution No. 2025-034A. Maggie Burger, Speer Financial, shared that they are seeking to set up a special meeting on Monday, December 22, 2025, to give authorization for the $60,000,000 construction loan. She commented that this could be a virtual meeting. The board members agreed that Monday, December 22, 2025, at 10:00 a.m. would work for the schedules. 6. Moved by Kurtenbach seconded by Young to adopt a resolution approving wages for 2026. Roll Call vote-Ayes: Four. Motion carried. Resolution No. 2025-035. Eric Lage, General Manager, explained that hourly wages are approved each year for employees that do not have an employment agreement. This is a two percent cost of living increase for 2026 and noted there are three employees that will get an extra dollar per hour based on merit. Mr. Kurtenbach and Mr. Van Fleet commented that in the future it would be good to have their positions listed as well as longevity. 7. Moved by Young seconded by Kurtenbach to adopt a resolution authorizing the approval of and participation in A Joint Powers Agreement and Declaration of Trust for the Iowa Public Agency Investment Trust, authorizing investments through the fixed term automated investment program of IPAIT and authorizing IPAIT to designate and Page 2 name depositories. Roll Call vote-Ayes: Four. Motion carried. Resolution No. 2025- 036. Eric Lage, General Manager, provided an overview of the item. Paul Kruse, Iowa Public Agency Investment Trust, provided an overview of the background on IPAIT and how this investment program works. Maggie Burger, Speer Financial, commented that most clients they work with utilize IPAIT accounts. 8. Moved by Kurtenbach seconded by Young, to approve a Master Services Agreement with Render for Construction Management Services Software. Voice vote-Ayes: Four. Motion carried. Eric Lage, General Manager, provided an overview of the software and shared how it will cut back on the time they currently spend on manually managing drop crews. I t is a one-year agreement and the cost for the first year is $61,000, which includes a 50 percent discount. Mr. Van Fleet questioned who owns the data and whether it is exportable. Eric Lage commented that Waterloo Fiber owns the data and shared that it is exportable. 9. Moved by Young seconded by Kurtenbach to adjourn to a closed session at 4:26 p.m., pursuant to Iowa Code Section 388.9(1) to discuss marketing and pricing strategies or proprietary information if its competitive position would be harmed by public disclosure not required of potential or actual competitors, and if no public purpose would be served by such disclosure. Roll Call vote-Ayes: Four. Motion carried. Moved by Van Fleet seconded by Kurtenbach to adjourn from closed session at 4:57 p.m. Roll Call vote-Ayes: Three. Motion carried. (Mr. Young left the meeting at 4:50 p.m.) 10. Adjourn. With no further business before the board, it was moved by Van Fleet seconded by Kurtenbach that the meeting be adjourned at 4:57 p.m. Voice vote-Ayes: Four. Motion carried. Kelley Felchle Board Secretary TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES Special Session December 22, 2025 10:00 a.m. 1. Members present: Mr. Van Fleet, Mr. Young and Mr. Kurtenbach. Mr. Batemon and Ms. Wienands were absent. 2. Moved by Young seconded by Van Fleet that the agenda as presented, be approved. Voice vote-Ayes: Three. Motion carried. 3. Moved by Young seconded by Kurtenbach to approve a Tax Exemption Certificate for $60,000,000 Communications Utility Revenue Capital Loan Notes, Series 2025. Voice vote-Ayes: Three. Motion carried. Maggie Burger, Speer Financial, provided an overview of how the tax-exempt certificate differs from the taxable working capital debt. Steve Nadel, Ahlers & Cooney, provided additional information regarding compliance items with federal income tax laws and regulations. 4. Moved by Young seconded by Kurtenbach to adopt a resolution approving and authorizing a form of Loan Agreement and a form of Continuing Covenant Agreement and authorizing and providing for the issuance of Capital Loan Notes and providing for a method of payment of the Notes, for $60,000,000 Communications Utility Revenue Capital Loan Notes, Series 2025. Roll call vote-Ayes: Three. Motion carried. Resolution No. 2025-037. Maggie Burger, Speer Financial, provided information on this short -term note that will be available for approximately 2-3 years and is for construction of this project. She reminded the board that Waterloo Fiber does owe the City of Waterloo money as they have been carrying the cost of construction to this point but does not include the city’s backbone system. Travis Squires, Piper Sandler, thanked everyone for their efforts on getting us to this point. He provided an overview of the financing, mandatory tendering at the three- year mark with a rate increase to 5.15 percent. He commented that the utility could pay this loan off early to avoid the rate hike. He further mentioned penalties and restrictions. Mr. Van Fleet asked the total amount that is owed to the city and if that would be paid on December 30, 2025. Maggie Burger confirmed and shared that the invoice amount is $22,163,155.32. The utility’s portion going into the IPAIT account is $36,881,844.68. Page 2 Mr. Kurtenbach asked to see the actual dollar amounts that went to pay each of the entities. Maggie Burger explained that the closing memo has been drafted and said she could provide those amounts tonight if desired. Steve Nadel, Ahlers & Cooney, provided additional comments regarding the 3-year tender requirements. He shared that certain conditions must be met to go beyond the 3-year mark and outlined those conditions. He cautioned how quickly time would pass and encouraged that things are monitored closely and run smoothly to avoid hiccups in the timeline. He also encouraged the utility to identify a permanent lender as early as possible as the utility’s revenue stream and financials improve. 5. Adjourn. With no further business before the board, it was moved by Kurtenbach seconded by Young that the meeting be adjourned at 10:31 p.m. Voice vote-Ayes: Three. Motion carried. Kelley Felchle Board Secretary ACP INTERNATIONAL SUPPLIES 1,344.71 ADVANTAGE ADMINISTRATORS HEALTH INSURANCE $2,726.39 AFLAC RETIREMENT $787.50 AHLERS & COONEY, P.C.LEGAL 17,600.00 AMAZON CAPITAL SERVICES SUPPLIES $594.41 AVESIS INSURANCE $137.31 CALIX TECHNOLOGY SERVICES 9,923.68 CAMVIO, INC TECHNOLOGY SERVICES 1,818.75 CEDAR FALLS UTILITIES TECHNOLOGY SERVICES 3,769.36 CEDAR RAPIDS TV, LLC ADVERTISING 7,019.00 CITY OF WATERLOO FUEL FOR VEHICLES 273.76 COLOFF MEDIA ADVERTISING 1,468.00 COMMUNITY BANK & TRUST NOTE INTEREST 107,234.38 COMPLIANCE SOLUTIONS, INC TECHNOLOGY SERVICES 450.00 CONNOISSEUR FT DODGE KZLB-FM ADVERTISING 2,300.00 DELTA DENTAL INSURANCE 833.14 DICKEY'S PRINTING SUPPLIES 335.00 ELAN FINANCIAL SERVICES VISA 23,913.25 EFTPS TAXES 60,007.95 EPLUS TECHNOLOGY HARDWARE 1,237.90 Transaction List by Vendor WATERLOO TELECOMMUNICATIONS UTILITY December 2025 FUSE TECHNIC, LLC CONSULTING 4,025.00 IMON COMMUNICATIONS, LLC TELEPHONE SERVICES 1,750.00 IOWA DEPARTMENT OF REVENUE TAXES 4,839.56 IPERS RETIREMENT 22,676.96 ITG COMMUNICATIONS, LLC INSURANCE 500.00 JOHN RATH TRAVEL REIMBURSEMENT 249.90 KIELKOPF ADVISORY SERVICES, LLC CONSULTING 9,450.00 LAMAR COMPANIES ADVERTISING 5,355.00 LESLEY WILDER BUILDING MAINTENANCE 600.00 MENARD, INC SUPPLIES 52.38 MIDAMERICAN ENERGY COMPANY UTILITES FOR HUTS 1,090.92 MUTUAL OF OMAHA INSURANCE 460.94 NATIONAL RURAL TELECOM COOP TECHNOLOGY SERVICES 1,000.00 ORKIN BUILDING MAINTENANCE 96.30 RICOH USA, INC SUPPLIES 177.53 RON STEELE ADVERTISING 1,500.00 SEGRA TECHNOLOGY SERVICES 6,400.00 SMARTSOURCE CONSULTING CONSULTING 1,248.75 SOUTH FRONT NETWORKS, LLC TECHNOLOGY SERVICES 850.00 SWISHER & COHRT, P.L.C.LEGAL 120.00 THE COURIER LEGAL 351.56 T-MOBILE TECHNOLOGY SERVICES 260.59 TWIN TREES, LLC RENT 13,705.28 UNDERGROUND LOCATION COMPANY TECHNOLOGY SERVICES 987.30 VGM GROUP, INC SUPPLIES 3,205.11 VOYA FINANCIAL RETIREMENT 150.00 VOYANT TELEPHONE SERVICES 601.55 WELLMARK INSURANCE 14760.38 No CR-2025-0038 ITG Michael Regan PM Broadband Implementation City of Waterloo/Waterloo Fiber/Eric Lage Change Request Overview Description of Change (include location) Reason for Change Labor & material pricing came from the original BoM pricing approved by Waterloo Fiber and the City of Waterloo associated with Contract # 1088Material Submittals/ Specifications Approximately 2,552 feet of 144ct microfiber and additional splicing line items were not accounted for in the original CR 2025-0027. The following Change Order has been created to account for additional construction labor and materials associated with the updated design plan for Paradise Estates in LCP 034. Will Be Subject To The Withholdings and Release Set Forth In The Contract Sections 6.2(f)(i) and (ii) Change Order Request Clayton Johnston VP of Construction Client/Owner 11/17/2025 $10,639.52Change Order Name: Construction Contractor Name (Attn) Magellan Project Manager: Client/Owner (Attn) Change Order Type Change Order Cost: Request Date: Requested By: Entrust Sign-Off Design/Engineering Retainage Location Work Order # Labor Underground - Buried Labor 2,552 $ 1.20 $ 3,062.40 Splicing Labor 4 $ 180.00 $ 720.00 1 $ 200.00 $ 200.00 56 $ 25.00 $ 1,400.00 *** $ 5,382.40 Materials Fiber Material 2,552 $ 2.06 $ 5,257.12 *** $ 5,257.12 *** $ 10,639.52 144 CT Micro Fiber Cable -->[FT] CR Materials Subtotal TOTAL CR COST Amount Installation, Underground Fiber Cable - Including Slack (Micro fiber must be blown in) -->[LF] Itemized Breakdown of Work Quantity Unit PriceDescription Install New Splice Case & Prep Cable -->[EA] Splicing, Fusion, Single Fiber -->[EA] Re-enter splice closure -->[EA] CR Labor Subtotal Print Name / Title: Signature: Date: Print Name / Title: Signature: Date: Print Name / Title: Signature: Date: **End** Clayton Johnston VP of Construction Charles Smith Regional Manager Approvals Magellan Sign-Off Client/Owner (Attn) Contractor Manager (not needed for design change requests) 11/17/2025 11/18/2025 No CR-2026-0039 ITG Michael Regan PM Broadband Implementation City of Waterloo/Waterloo Fiber/Eric Lage Retainage Change Order Request Clayton Johnston VP of Construction Client/Owner 1/5/2026 $12,187.50Change Order Name: Construction Contractor Name (Attn) Magellan Project Manager: Client/Owner (Attn) Change Order Type Change Order Cost: Request Date: Requested By: Entrust Sign-Off Design/Engineering Change Request Overview Description of Change (include location) Reason for Change Labor & material pricing came from the original BoM pricing approved by Waterloo Fiber and the City of Waterloo associated with Contract # 1088Material Submittals/ Specifications Approximately 250 feet of the bore is rock and will need the unit quantities for the rock adder added to the BoM. This bore covers both FTTH & BB infrastructure. The following Change Order has been created to account for additional construction labor associated with boring across the creek bed under LaFayette Street in LCP 095. Will Be Subject To The Withholdings and Release Set Forth In The Contract Sections 6.2(f)(i) and (ii) Location Work Order # Labor Underground - Buried Labor 250 $ 48.75 $ 12,187.50 *** $ 12,187.50 Materials *** $ - *** $ 12,187.50 CR Labor Subtotal Bore Rock Adder -->[LF] Itemized Breakdown of Work Quantity Unit PriceDescription Amount 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) Clayton Johnston VP of Construction Charles Smith Regional Manager Approvals Magellan Sign-Off 1/12/2026 1/12/2026 #5024231 WHOLESALE MASTER SERVICE AGREEMENT This Wholesale Master Service Agreement is dated _______________, 2025 (the “Agreement Date”) and is between NORTHERN IOWA COMMUNICATIONS PARTNERS, L.L.C., an Iowa limited liability company (“NICP” or “Provider”) and Waterloo Fiber, a/an Iowa municipal communications utility (“Customer”). Overview Subject to the terms, conditions, and covenants set forth herein, the parties will enter into one or more arrangements for communications services to support or enhance Customer’s business operations. This Agreement sets forth the terms and conditions governing the Provider’s and the Customer’s respective rights and responsibilities as it relates to services provided hereunder. Capitalized terms used herein shall have the meaning set forth in Article 9 (Definitions) below or in the body of the Agreement or, if not defined herein, the meaning standard in the telecommunications industry. The parties, intending to be legally bound, hereby agree as follows: Agreement 1. SCOPE OF AGREEMENT 1.1 Master Agreement. The signing of this Agreement by the parties creates a set of agreed- upon provisions that will be incorporated into exhibits or attachments executed by the parties. Each signed exhibit or attachment shall constitute a contract for Services (a “Service Exhibit”) which incorporates all terms and provisions of this Agreement. All references in this Agreement to “this Agreement” shall be deemed to refer to the applicable Service Exhibit and the incorporated provisions of this Agreement. To be valid, a Service Exhibit must be signed by an authorized officer of Customer and by an authorized officer of Provider and must state that it is made pursuant to this Agreement. 1.2 Additional Documents. This Agreement incorporates all product exhibits, service or pricing schedules or other exhibits or attachments executed by the parties, which shall apply to all products and services Provider provides Customer pursuant to this Agreement (collectively, “Services”) and shall continue in effect so long as Services are provided under this Agreement. In addition to the applicable Service Exhibit, Services shall be subject to a Provider’s general terms and conditions of service and its Acceptable Use Policy, Network Management Policy or other policies that apply in accordance with their terms to any Service or Service capability within their respective scope (collectively “Service Terms”), as may be modified by Provider from time-to-time. 1.3 Priority of Documents. The order of priority of the documents that form this Agreement is: the Service Exhibit applicable to a Service; the terms expressly set forth in this Agreement and the Provider’s other applicable Service Terms; provided that specific terms will control over general provisions and negotiated or added terms, conditions or pricing will control over standardized, published or non-negotiated terms, conditions and pricing. 1.4 Execution by Affiliates. An Affiliate of a Provider may sign a Service Exhibit in its own name, and such Affiliate contract will be a separate but associated contract incorporating the terms of this Agreement. In those cases, the Customer and Provider will cause their respective Affiliates to comply with any such separate and associated contract. Any Customer Affiliate may purchase Services hereunder 2 provided that such Affiliate agrees to comply with the terms and conditions of this Agreement and provided further, that Customer shall be responsible for such Affiliate’s performance hereunder. 2. RESPONSIBILITIES OF THE PARTIES 2.1 Provider Responsibilities. For the term of this Agreement, each Provider will have the following responsibilities relating to the Services it provides: (a) Provider will provide Services to Customer in accordance with the applicable Service Exhibit, Service Terms and this Agreement; and (b) Provider will comply with all laws and regulations (including applicable orders issued by courts or other governmental bodies) applicable to Services or Provider’s exercise of its rights or performance of its obligations under this Agreement. 2.2 Customer Responsibilities. For the term of this Agreement, Customer will have the following obligations in regard to the Services: (a) Customer will utilize and pay for Services in accordance with the applicable Service Exhibit, Service Terms and this Agreement; (b) Customer will comply with all laws, regulations or judicial or administrative orders applicable to Services or Customer’s exercise of its rights or performance of its obligations under this Agreement. (c) Customer will in a timely manner allow Provider access as reasonably required for the Services to property and equipment that Customer controls and will obtain at Customer’s expense timely access for Provider as reasonably required for the Services; and (d) Customer will ensure that the location at which Provider installs, maintains or provides Services is a safe working environment, free of hazardous materials and reasonably suitable for the Services. 2.3 Resale of Services. Unless otherwise provided in a Service Exhibit, Customer has the non-exclusive right to resell the Services or rebrand the Services for resale on a retail basis to End Users. Customer is solely responsible for all aspects of its resale of the Services, including: (a) all aspects of Intermediate Provider and End User support and contracts, including measures to ensure that Intermediate Providers and End Users comply with the Provider’s Service Terms, (b) Intermediate Provider and End User price plans and billing, including taxes, appropriate tax remittance and bill collection; and (c) Intermediate Provider and End User disputes, if any. 2.4 Non-Exclusive Services. The service relationship between the parties is non-excusive. Without limiting the preceding, Provider expressly reserves the right both to contract with others to resell the Service and to itself directly engage in the marketing and sale of the Services. 3. PRICING, BILLING AND PAYMENT 3.1 Pricing; Service Exhibit Term; Terms Applicable at End of Service Exhibit Term. Prices for any Service are as set forth in the applicable Service Exhibit. Prices are exclusive of and Customer will pay all Taxes and Other Charges and Fees (and any associated interest and penalties resulting from Customer’s failure to timely pay the Taxes or Other Charges and Fees), except to the extent Customer 3 provides a valid exemption certificate prior to the delivery of Services. Provider will, to the extent practicable, provide advance notice of additional or modified Taxes or Other Charges and Fees. The prices listed in a Service Exhibit are stabilized until the end of the Service Exhibit Term. Unless the Service Exhibit states otherwise, at the end of the Service Exhibit Term, Provider will continue to provide Service under a month-to-month service arrangement at the prices, terms and conditions in effect on the last day of the Service Exhibit Term; provided that going forward Provider may change such stabilized prices, terms or conditions set forth in the Service Exhibit on not less than 30 days’ prior notice to Customer. 3.2 Billing. Provider will invoice Customer in accordance with the rates and payment terms set forth in the Service Exhibit and otherwise in accordance with Provider’s billing policies and processes then in effect. Customer will pay all invoices without deduction, setoff or delay for any reason, except as provided in Section 3.5 (Billing Disputes). Provider may require Customer to tender a deposit if Provider determines, in its reasonable judgment, that Customer is not creditworthy, and Provider may apply such deposit to any charges owed. 3.3 Payments. Unless a different due date is set forth on the invoice, payment is due within 30 days after the date of the invoice. All pricing offered, invoices issued and payments made under this Agreement must be in United States Dollars. Restrictive endorsements or other statements on checks are void. Customer will reimburse Provider for all costs associated with collecting delinquent or dishonored payments, including reasonable attorneys’ fees. Provider may charge late payment fees at the lowest of (a) 1.5% per month (18% per annum) or (b) the maximum rate allowed by law for overdue payments. 3.4 Adjustments to Pricing. If Customer, through merger, consolidation, acquisition or otherwise, acquires a new business or operation, Customer and Provider may agree in writing to include the new business or operation under this Agreement. Such agreement will specify the impact, if any, of such addition on Customer’s stabilized pricing or other volume or growth discounts and on Customer’s attainment thereof. 3.5 Billing Disputes. To dispute a charge on a bill, Customer must identify the specific charge in dispute and provide a full written explanation of the basis for the dispute. Any billing dispute not submitted as provided in the foregoing sentence will be deemed to have been waived. Customer may withhold payment of a charge subject to a good faith dispute provided: (a) Customer submits the billing dispute prior to the due date of the payment; (b) Customer pays the undisputed portion of all charges; and (c) Customer cooperates reasonably with Provider’s efforts to investigate and resolve the dispute. Customer may dispute past invoices, but may not withhold undisputed current charges as an offset of disputes relating to past invoices. If Provider determines a disputed charge was billed in error, Provider shall issue a credit to reverse the amount incorrectly billed. If Provider determines a disputed charge was billed correctly, payment of properly due charges and properly accrued late payment fees shall be due from Customer within five days after Provider advises Customer in writing that the dispute is denied. Any legal action concerning a billing or payment dispute must be brought within twenty-four months of the due date of the invoice, as provided in Section 8.9. 4. CONFIDENTIAL INFORMATION 4.1 Confidential Information. For purposes of this Agreement, “Confidential Information” means: (a) all information the parties or their Affiliates share with each other in connection with this Agreement or in anticipation of the provision by Provider of Services to Customer or any Affiliate under this Agreement (including pricing or other proposals), subject to the exceptions set forth in Section 4.3 (Exceptions); and (b) except as may be required by applicable law or regulation, the terms of this Agreement. 4 4.2 Obligations. A disclosing party’s Confidential Information will, for the entire term of this Agreement plus a period of three (3) years following termination or expiration of this Agreement (except in the case of software, for which the period is indefinite): (a) not be disclosed, except to the receiving party’s employees, agents and contractors having a need-to-know (but only if such agents and contractors are not direct competitors of the other party and agree in writing to use and disclosure restrictions as restrictive as this Article 4) or to the extent authorized to be revealed by law, governmental authority or legal process (but only if such disclosure is limited to that which is so authorized and prompt notice is provided to the disclosing party to the extent practicable and not prohibited by law, governmental authority or legal process); (b) be held in confidence; and (c) be used only for purposes of using the Services, evaluating proposals for new services or performing this Agreement. A receiving party shall protect such Confidential Information with at least the same degree of care as it normally exercises to protect its own proprietary information of a similar nature, but in no event less than reasonable care. Upon request of a disclosing party, all Confidential Information of the disclosing party will be destroyed or returned once the receiving party has no further need or use of such Confidential Information in connection with the Services or this Agreement. 4.3 Exceptions. The restrictions in this Article 4 will not apply to any information that: (a) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (b) is lawfully received by the receiving party free of any obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of this Agreement. 5. TERM, SUSPENSION AND TERMINATION 5.1 Term. As to each Service provided hereunder, the term of this Agreement shall commence on the Agreement Date (or any different start of Service date identified on a Service Exhibit) and shall continue until the earlier of (a) the expiration of the Service Exhibit Term or (b) the date of termination in accordance with Section 5.2. 5.2 Rights of Termination or Suspension. The following additional termination provisions apply: (a) Immediate Termination. This Agreement may be terminated immediately upon notice by either party if the other party becomes insolvent, ceases operations, is the subject of a bankruptcy petition, enters receivership or any state insolvency proceeding or makes an assignment for the benefit of its creditors. (b) Material Breach. If either party fails to perform or observe any material warranty, representation, term or condition of this Agreement, including non-payment of charges, and such failure continues unremedied for 30 days (15 days for Customer’s failure to fulfill its payment obligations, including failure to pay a required deposit) after receipt of notice, the aggrieved party may terminate (and Provider may suspend and later terminate) the affected Service and, if the breach materially and adversely affects the entire Agreement, terminate (and Provider may suspend and later terminate) the entire Agreement. (c) Materially Adverse Impact. If Provider revises its Service Terms, the revision has a materially adverse impact on Customer and Provider does not effect revisions that remedy such materially adverse impact within 30 days after receipt of notice from Customer, then Customer may, as Customer’s sole remedy, elect to terminate the affected Service on not less than 30 days’ notice to Provider, given not later than 90 days after Customer first learns of the revision to the Service Terms. “Materially adverse impacts” do not include changes to non-stabilized pricing, changes required by 5 governmental authority, or assessment of or changes to additional charges such as Other Charges and Fees or Taxes. (d) Withdrawal of Services. Notwithstanding that a Service Exhibit may commit Provider to provide a Service to Customer for a Service Exhibit Term, Provider may discontinue providing a Service upon six (6) months’ notice, but only where Provider generally discontinues providing the Service to similarly-situated customers. 5.3 Effect of Termination or Suspension. (a) Termination or suspension of a Service by either party does not waive any other rights or remedies a party may have under this Agreement and will not affect the rights and obligations of the parties regarding any other Service. (b) If a Service is terminated, Customer will pay all amounts incurred for the terminated Service prior to the effective date of termination. 5.4 Termination Charges. (a) If Customer terminates this Agreement or an affected Service for cause in accordance with this Agreement, or if a Provider terminates a Service other than for cause, Customer will not be liable for the termination charges set forth in this Section 5.4. (b) If Customer or Provider terminates or cancels a Service other than as set forth in Section 5.4(a), Customer (i) will pay any termination or cancellation charges set out in a Service Exhibit, or (ii) in the absence of such specified charges, will reimburse Provider for time and materials incurred prior to the effective date of termination, plus any third-party charges resulting from the termination. 6. LIMITATIONS OF LIABILITY AND DISCLAIMERS 6.1 Limitation of Liability. (a) EITHER PARTY’S ENTIRE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDY FOR DAMAGES ON ACCOUNT OF ANY CLAIM ARISING OUT OF AND NOT DISCLAIMED UNDER THIS AGREEMENT SHALL BE: (i) FOR BODILY INJURY, DEATH OR DAMAGE TO REAL PROPERTY OR TO TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY A PARTY’S NEGLIGENCE, PROVEN DIRECT DAMAGES; (ii) FOR BREACH OF ARTICLE 4 (Confidential Information), SECTION 8.1 (Publicity) OR SECTION 8.2 (Trademarks), PROVEN DIRECT DAMAGES; (iii) FOR ANY THIRD-PARTY CLAIMS, THE REMEDIES AVAILABLE UNDER SECTION 7.1 (Third Party Claims); (iv) FOR CLAIMS ARISING FROM THE OTHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PROVEN DAMAGES; OR (v) FOR CLAIMS OTHER THAN THOSE SET FORTH IN SECTION 6.1(a)(i)-(iv), PROVEN DIRECT DAMAGES NOT TO EXCEED, ON A PER CLAIM OR 6 AGGREGATE BASIS DURING ANY TWELVE (12) MONTH PERIOD, AN AMOUNT EQUAL TO THE TOTAL NET CHARGES INCURRED BY CUSTOMER FOR THE AFFECTED SERVICE DURING THE THREE (3) MONTHS PRECEDING THE MONTH IN WHICH THE CLAIM AROSE. (b) EXCEPT AS SET FORTH IN ARTICLE 7 (Mutual Indemnification) OR IN THE CASE OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OR FOR INCREASED COST OF OPERATIONS. (c) THE LIMITATIONS IN THIS ARTICLE 6 SHALL NOT LIMIT CUSTOMER’S RESPONSIBILITY FOR THE PAYMENT OF ALL PROPERLY DUE CHARGES UNDER THIS AGREEMENT. 6.2 Disclaimer of Liability. PROVIDER WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, DATA, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR ANY SERVICE ERROR OR INTERRUPTION, INCLUDING INTERRUPTIONS OR ERRORS IN ROUTING OR COMPLETING ANY CALLS OR TRANSMISSIONS (EXCEPT FOR CREDITS EXPLICITLY SET FORTH IN A SERVICE EXHIBIT OR PRICING SCHEDULE); LOST OR ALTERED MESSAGES OR TRANSMISSIONS; OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER’S (OR ITS AFFILIATES’, USERS’ OR THIRD PARTIES’) APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORKS OR SYSTEMS. 6.3 Disclaimer of Warranties. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND SPECIFICALLY DISCLAIMS ANY WARRANTY ARISING BY USAGE OF TRADE OR BY COURSE OF DEALING. FURTHER, PROVIDER MAKES NO REPRESENTATION OR WARRANTY THAT CALLS OR TRANSMISSIONS WILL BE ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION AND MAKES NO GUARANTEE REGARDING NETWORK SECURITY, THE ENCRYPTION EMPLOYED BY ANY SERVICE, THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED UP, STORED OR SUBJECT TO LOAD BALANCING OR THAT PROVIDER’S SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO CUSTOMER’S DATA AND INFORMATION. 6.4 Application and Survival. The disclaimers of warranties and liabilities, and limitations of liability set forth in this Agreement will apply regardless of the form of action, whether in contract, equity, tort, strict liability or otherwise, of whether damages were foreseeable and of whether a party was advised of the possibility of such damages, and will also apply so as to limit the liability of each party and its Affiliates and their respective employees, directors, subcontractors and suppliers. The disclaimers of warranties and liabilities, and limitations of liability set forth in this Article 6 will survive failure of any exclusive remedies provided in this Agreement. 7. MUTUAL INDEMNIFICATION 7.1 Third Party Claims. Each party (as “Indemnifying Party”) shall indemnify, hold harmless, and defend the other party, its Affiliates and their respective directors, officers, employees, 7 members, agents, legal representatives, heirs, successors and assigns (each an “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by Indemnified Party/awarded against Indemnified Party (collectively, “Losses”), arising out of any third-party claim alleging: (a) material breach or non-fulfillment of any material representation, warranty or covenant under this Agreement by Indemnifying Party or any agent, employee or subcontractor engaged or appointed by the applicable party (“Personnel”); or (b) any negligent or more culpable act or omission of Indemnifying Party or its Personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; or (c) any bodily injury, death of any person or damage to real or tangible property caused by the negligent or more culpable acts or omissions of Indemnifying Party or its Personnel (including any reckless or willful misconduct); or (d) any failure by Indemnifying Party or its Personnel to materially comply with any applicable federal, state or local laws, regulations or codes in the performance of its obligations under this Agreement; and (e) any libel or slander against, or invasion of the right of privacy, publicity or property of, or violation or misappropriation of any other right of any third party by Indemnifying Party or its Personnel. 7.2 Exclusions. Notwithstanding anything to the contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend an Indemnified Party against any third-party claim to the extent such third-party claim or corresponding Losses arise out of or result from, such Indemnified Party's sole negligence or more culpable act or omission (including recklessness or willful misconduct). 8. MISCELLANEOUS PROVISIONS 8.1 Publicity. Neither party may issue any public statements or announcements relating to the terms of this Agreement or to the provision of Services without the prior written consent of the other party. 8.2 Trademarks. Each party agrees not to display or use, in advertising or otherwise, any of the other party’s trade names, logos, trademarks, service marks or other indicia of origin without the other party’s prior written consent, which consent may be revoked at any time by notice. 8.3 Independent Contractor. Each party is an independent contractor. Neither party controls the other, and neither party nor its Affiliates, employees, agents or contractors are Affiliates, employees, agents or contractors of the other party. 8.4 Force Majeure. Except for payment of amounts due, neither party will be liable for any delay, failure in performance, loss or damage due to fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, acts of a public enemy, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies or other causes beyond such party’s reasonable control. 8 8.5 Amendments and Waivers. Any supplement to or modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties. A waiver by either party of any breach of this Agreement will not operate as a waiver of any other breach of this Agreement. 8.6 Assignment and Subcontracting. (a) Customer may, without Provider’s consent but upon notice to Provider, assign in whole or relevant part its rights and obligations under this Agreement to a Customer Affiliate. Provider may, without Customer’s consent, assign in whole or relevant part its rights and obligations under this Agreement to a Provider Affiliate. In no other case may this Agreement be assigned by either party without the prior written consent of the other party (which consent will not be unreasonably withheld, conditioned, or delayed). In the case of any assignment, the assigning party shall remain financially responsible for the performance of the assigned obligations. (b) Provider may subcontract to an Affiliate or a third-party work to be performed under this Agreement but will remain financially responsible for the performance of such obligations. 8.7 Severability. If any portion of this Agreement is found to be invalid or unenforceable or if, notwithstanding Section 8.11 (Governing Law), applicable law mandates a different interpretation or result than that intended by the parties, the remaining provisions will remain in effect and the parties will negotiate in good faith to substitute for such invalid, illegal or unenforceable provision a mutually acceptable provision consistent with the original intention of the parties. 8.8 Injunctive Relief. Nothing in this Agreement is intended to or should be construed to prohibit a party from seeking preliminary or permanent injunctive relief in appropriate circumstances from a court of competent jurisdiction. 8.9 Legal Action for Billing Disputes. Any legal action arising in connection with payment or billing disputes under this Agreement must be filed within two (2) years after the due date of the invoice or it will be deemed time-barred and waived. The parties waive any statute of limitations to the contrary. 8.10 Notices. Any required notices under this Agreement shall be in writing and shall be deemed validly delivered if made by hand (in which case delivery will be deemed to have been effected immediately), or by overnight mail (in which case delivery will be deemed to have been effected one (1) business day after the date of mailing), or by certified or registered mail, postage prepaid return receipt requested (in which case delivery will be deemed to have been effected five (5) days after the date of posting), or by facsimile or electronic transmission (in which case delivery will be deemed to have been effected on the day the transmission was sent). Any such notice shall be sent to the office of the recipient set forth on the signature page of this Agreement, or to such other office or recipient as designated in writing from time to time. 8.11 Governing Law; Jurisdiction. This Agreement shall be subject to and governed by the laws of the State of Iowa without regard to its conflict of law principles. 8.12 No Third Party Beneficiaries. This Agreement is for the benefit of Customer and Provider and does not provide any third party (including any Intermediate Provider or End User) the right to enforce it or to bring an action for any remedy, claim, liability, reimbursement or cause of action or any other right or privilege. 9 8.13 Survival. The respective obligations of Customer and Provider that by their nature would continue beyond the termination or expiration of this Agreement, including the obligations set forth in Article 4 (Confidential Information), Article 6 (Limitations of Liability and Disclaimers) and Article 7 (Mutual Indemnification), will survive such termination or expiration. 8.14 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter. This Agreement supersedes all other agreements, proposals, representations, statements and understandings, whether written or oral, concerning the Services or the rights and obligations relating to the Services, and the parties disclaim any reliance thereon. This Agreement will not be modified or supplemented by any written or oral statements, proposals, representations, advertisements, service descriptions or purchase order forms not expressly set forth in this Agreement. 8.15 Headings; Exhibits. The captions and headings herein are for convenience in reference only and not for interpretation purposes. All exhibits attached hereto or referred to herein are incorporated herein by reference. 8.16 Counterpart Signatures. This Agreement may be executed in one or more counterparts, each of which shall be an original. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to an electronic mail message, shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. 9. DEFINITIONS “Affiliate” of a party means any entity directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with such party or any other entity in which such party beneficially owns a majority of the outstanding capital stock or membership interests or partnership interests. “Control” of an entity means (a) holding fifty percent (50%) or more ownership or beneficial interest of income and capital of such entity; or (b) ownership of at least fifty percent (50%) of the voting power or voting equity of such entity; or (c) having sole or shared management of a general partner or member of such entity; or (d) regardless of the percentage ownership interest held, having the ability to appoint a majority of the board of directors, managers or other governing body of such entity or otherwise direct management policies of such entity by contract or otherwise. “End User” or “User” means anyone who uses or accesses any Service provided to Customer. “Intermediate Provider” means any provider or other intermediary (other than Customer or its agents or employees) in the sales chain between Customer and an End User. “Other Charges and Fees” means (a) surcharges, recovery fees, customs clearances, fees, duties, levies, shipping charges, and other similar charges relating to the sale, transfer of ownership, installation, license, or the use or provision of the Services, and (b) charges imposed in connection with governmentally imposed costs and fees (such as USF, PICC, payphone service provider compensation, E911 and deaf relay charges) and the expenses incurred by Provider reasonably relating to such costs and fees. “Taxes” means any applicable taxes (excluding those on Provider’s net income) relating to the sale, transfer of ownership, installation, license and the use or provision of Service. 10 [End of Agreement. Signature page(s) follows.] 11 Signatures The parties are signing this Agreement, as of the Agreement date set forth above. Customer: (by its authorized representative) NICP: (by its authorized representative) By: By: Name: Name: Ivan Dalen Title: Title: President Notice Address Customer Contact (for notices) NICP Contact (for notices) Name: Title: Street Address: City: State: Zip Code: Telephone: Fax: Email: Name: Ivan Dalen Title: President Street Address: 106 E. Robins Street, PO Box 250 City: Graettinger State: IA Zip Code: 51342 Telephone: (712) 859-3300 Fax: (712) 859-3290 Email: idalen@rvtc.net #5024231 Attachment 1 Service Exhibit – Wholesale Video Signal This Service Exhibit and its exhibits or attachments (if any) are made a part of the Wholesale Master Services Agreement (the “Master Agreement”) dated _______________________, 2025 (the “Effective Date”) between NORTHERN IOWA COMMUNICATIONS PARTNERS, L.L.C., an Iowa limited liability company (“NICP” or “Provider”) and [insert legal name], a/an [insert type of entity and jurisdiction] (“Customer”). 1. Exhibit Governed by Master Agreement. This Service Exhibit is made pursuant to, and by this reference incorporates and is made subject to, the terms and provisions of the Master Agreement. 2. Additional Defined Terms. Capitalized terms used but not defined in this Service Exhibit shall have the meanings given to them in the Master Agreement. As used in this Service Exhibit, the following capitalized terms have the following meanings: “Channel Lineup” means the channel lineup attached hereto as Exhibit A, as the same may be amended from time to time in accordance with this Service Exhibit. “FCC” means the Federal Communications Commission. “MVPD” means multichannel video programming distributor, as defined by applicable rules, regulations, and orders of the FCC. “MVPD Service” means subscription video programming service in a digital format and consisting of the linear content and streaming content of video programming channels listed in the Channel Lineup. “MVPD Subscribers” means End Users receiving MVPD Service from Customer. “Programming Agreements” means valid affiliation agreements or programming agreements between NICP and applicable Programming Providers. “Programming Providers” means the satellite broadcasting systems, local broadcast stations or other owners of satellite or broadcast video programming signals comprising the MVPD Service. 3. Services Provided. Under this Service Exhibit, Provider will provide Customer with MVPD Service for resale to MVPD Subscribers. NICP shall make MVPD Service available to Customer subject to and in compliance with (a) the Master Service Agreement, (b) this Service Exhibit, (c) the applicable Programming Agreements, and (d) applicable FCC technical standards and regulations. 4. Service Exhibit Term. The term of this Service Exhibit is five (5) years. Following the initial 5-year term, this Service Exhibit will renew on year-to-year basis (subject to all terms and conditions set forth herein) unless either party provides not less than 90-days advance written notice of intent not to renew the Service Exhibit. 5. Pricing and Payment Terms. Except as required by any Programming Agreement, all fees, costs and charges imposed on Customer under this Service Exhibit including without limitation transport fees, administrative fees and/or maintenance fees, shall be priced without regard to the identity of the specific video programming channels included within the Signal and to which such fees, costs and/or charges apply. NICP shall invoice Customer for transport and administrative charges monthly or at 2 other specified billing intervals in accordance with the rates specified on Exhibit B. All amounts billed to Customer shall be paid on or before the due date specified on the invoice without setoff or counterclaim, but subject to refund or credit for any legitimate dispute resolved in Customer’s favor. Any amounts not paid when due will accrue interest from the due date until paid at the lesser of (a) 18% per annum or (b) the maximum amount permitted by law. 6. Rate Adjustments. The rates set forth on Exhibit B may be adjusted by NICP from time to time upon not less than 90 days written notice to Customer to reflect changes in NICP’s cost of receiving and transporting the Signal. Notwithstanding any different notice requirement in the Master Agreement, Customer may, following notice of any rate increase, terminate this Service Exhibit upon not less than 60 days prior written notice to NICP. If this Agreement is terminated by Customer pursuant to the preceding right of termination, NICP shall provide transition assistance, including transport of the Signal for not more than an additional 90 days beyond the designated termination date; provided, however, that any transition service provided after the date of the rate adjustment shall be s ubject to the adjusted rate. 7. Additional Terms and Conditions. This Service Exhibit is subject to and will be governed by the following terms and conditions: a. Compliance with Programming Agreements. NICP has and will use commercially reasonable efforts to maintain for the term of this Service Exhibit, valid and current Programming Agreements for the MVPD Service. This Service Exhibit is expressly subject to the terms and conditions of each of the applicable Programming Agreements. All terms and conditions of the Programming Agreements not otherwise provided for herein are incorporated herein and shall apply to this Service Exhibit. In the event of any conflict between the provisions of this Service Exhibit and the provisions of the Programming Agreements, the provisions of the Programming Agreements shall prevail. To the extent required by any Programming Agreement(s), each party shall be bound to fully protect and provide for the enforcement of each Programming Provider’s rights under such Programming Agreement. b. Customer Eligibility. Customer represents, warrants, and covenants that – as of the date of the Effective Date and continuing through the term of this Service Exhibit, Customer meets the following eligibility criteria: (i) Customer meets the federal definition of a “cable system” as defined by 47 USC 522(7); (ii) Customer meets applicable eligibility criteria for NCTC membership, including meeting NCTC's definition of a facilities-based provider that delivers last-mile video and/or broadband services to consumers or businesses via Customer's terrestrial distribution system; (iii) For the term of this Service Exhibit (including any extension or renewal) Customer shall not provide cable service (as defined in 47 USC 522(6)) in any system, other than its resale of the MVPD Service, except during a transition period not to exceed 90 days during which existing End Users may be transitioned from Customer’s existing video service (if any) to the MVPD Service. d. Last Mile Distribution System. Customer shall own and shall be legally and financially responsible for operation of its last mile distribution system. As it relates to MVPD Services, Customer shall operate and manage the last mile distribution system pursuant to the policies and procedures established and agreed upon in good faith by Customer and NICP. Such policy decisions include, but are not limited to, system expansion or contraction, service offerings (including the Channel 3 Lineup), pricing plans, and community or public service offerings. Customer, at its expense and in compliance with all applicable legal, regulatory, and contractual requirements, shall be responsible for: (i) obtaining and maintaining all federal and state authorizations, certifications or similar rights or permits required in order to provided MVPD Service using the distribution system; (ii) the continued maintenance and upkeep of the distribution system, which shall include taking steps necessary to ensure that all facilities are operated in accordance with the rules and regulations of the FCC; (iii) the day-to-day operations of the system, including planning, design, equipment selection and installation, and network management; (iv) the continued communication with and care of MVPD Subscribers, subject (solely as to MVPD Subscribers) to NICP’s approval, provided that such approval shall not be unreasonably withheld, conditioned, or delayed; (v) the marketing, promotion, and advertisement of MVPD Services under brand names approved by NICP, it being understood that Customer will not in any manner use, display, broadcast, or disseminate any such advertising or promotional material without NICP’s prior approval as to form and content; (vi) billing and collection (including bad debt recovery) due from MVPD Subscribers; (vii) complying with all applicable state and federal regulations and making any required filings, applications, notifications and correspondence with the FCC, the Copyright Office, or similar governmental or quasi-governmental agencies with jurisdiction over MVPD Service or the distribution system; and (viii) maintenance of books and records with respect to the MVPD Service as may be necessary for NICP to satisfy its recordkeeping and reporting requirements under the Programming Agreements. e. Signal Security. NICP shall have control over Signal security within each distribution system, including as necessary to ensure compliance with applicable terms and conditions of the NCTC Last Mile Distribution Policy and all Programming Agreements. f. Interface with NCTC. NICP shall be the direct contracting party under all Programming Agreements and shall be responsible for reporting subscribers to NCTC and/or Programming Providers. g. Cooperation. Each party agrees to use commercially reasonable efforts to establish and continue to the service relationship contemplated by this Service Exhibit, including using commercially reasonable efforts to obtain and maintain all necessary waivers, consents, authorizations, permits, licenses and approvals required under the NCTC Last Mile Ownership Policy and/or any Programming Agreements. The parties shall, and shall cause their respective Affiliates to, cooperate and take such actions as may be reasonably requested by the other party in order to carry out the provisions of this Service Exhibit with minimal disruption to the operations of their respective businesses. [End of Service Exhibit. Signature pages follow.] 4 The parties, intending to be legally bound, are signing this Service Exhibit as of the Effective Date set forth above. Customer: WATERLOO FIBER By: ______________________________ Name: ______________________________ Title: ______________________________ NICP: NORTHERN IOWA COMMUNICATIONS PARTNERS, L.L.C. By: ______________________________ Name: Ivan Dalen Title: President #5024231 Exhibit A Customer Channel Lineup [See attached] #5024231 Exhibit B Pricing and Fee Schedule Administrative Fee: $[___]/month Transport Fee: $[___]/month Maintenance Fee: $[___]/month BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Ritch Kurtenbach Mike Young Amy Wienands City Council Liaison: Steve Schmitt January 21, 2026 Waterloo City Council Chambers Waterloo City Hall 4:00 p.m. 1. Roll call. 2. Approval of the agenda, as presented. 3. Approval of the minutes of the January 21, 2026, regular session, as presented. 4. Resolution No. 2026-02 approving payment of bills for January 2026. 5. Resolution No. 2026-03 approving hiring Westin Grahm to the position of Field Services Technician, at an hourly rate of $30.00 per hour, effective February 23, 2026. 6. Resolution No. 2026-04 approving a Waterloo Fiber Investment Policy and approving appointment of Eric Lage as Treasurer under said policy. 7. Resolution No. 2026-05 approving a Waterloo Fiber Referral Program Policy. 8. Motion approving the following change orders, in conjunction with the FY2023 Construction of a Fiber-to-the-Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088: a. CR2026-0040 for an increase of $232,440.00 b. CR2026-0041 for an increase of $15,000.00 c. CR2026-0042 for an increase of $17.700.00 d. CR2026-0043 for an increase of $7,575.00 e. CR2026-0044 for an increase of $13,650.00 f. CR2026-0045 for a decrease of $38,607.87 9. Update from general manager and consultants. 10. Adjourn. Kelley Felchle Board Secretary WATERLOO Telecommunications Utility Board of Trustees TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES Council Chambers January 21, 2026 4:00 p.m. 1. Members present: Mr. Van Fleet, Mr. Kurtenbach, Mr. Young. Mr. Batemon joined at 4:05 p.m. and Ms. Wienands joined at 4:08 p.m. 2. Moved by Kurtenbach seconded by Young that the agenda as amended, by removing item number seven, be approved. Voice vote-Ayes: Three. Motion carried. Eric Lage, General Manager, explained that they are still assessing the agreement. 3. Moved by Kurtenbach seconded by Young that the minutes of December 16, 17 and 22, 2025 meetings, as presented, be approved. Voice vote-Ayes: Three. Motion carried. 4. Moved by Kurtenbach seconded by Young approving a resolution authorizing payment of bills for December 2025. Roll Call vote-Ayes: Three. Motion carried. Resolution No. 2026-01. Mr. Kurtenbach questioned a credit card bill. Eric Lage, General Manager, explained that the charges are for general marketing and operating expenses. 5. Moved by Kurtenbach seconded by Young to approve Change Order No. 038, for a net increase of $10,639.52, in conjunction with the FY2023 Construction of a Fiber - to-the-Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088. Voice vote-Ayes: Three. Motion carried. Mr. Van Fleet questioned if this was for a new area. Mike Regan, Entrust, explained that this change order is for the updated design for the Paradise Estates subdivision. Mr. Van Fleet asked if the price had changed. Mike Regan commented that the pricing is the same as it was three years ago. 6. Moved by Kurtenbach seconded by Young to approve Change Order No. 039, for a net increase of $12,187.50, in conjunction with the FY2023 Construction of a Fiber - to-the-Premise Feeder/Distribution and Backbone Network Project, Contract No. 1088. Voice vote-Ayes: Four. Motion carried. Page 2 Mike Regan, Entrust, explained that this change order accounts for additional construction and labor to bore into bedrock. He further commented that this change order is a shared expense with the City of Waterloo. 7. Motion to approve a Wholesale Master Services Agreement with Northern Iowa Communications Partners, LLC. This item was removed from the agenda by amendment. 8. Update from general manager and consultants. Eric Lage, General Manager, shared that Task Order No. 10, Phase 2, was released this week. Mike Regan, Entrust, shared that they are targeting Task Order No. 9 next month. Mr. Van Fleet asked which area this task order covers. Eric Lage shared that it is in the southeast side of downtown. Mr. Kurtenbach questioned the timeline for the downtown area. Mike Regan explained that the downtown area is currently paused temporarily for more favorable weather conditions due to the amount of restoration work anticipated. He shared that the timeline should be about March or April. Dave Hersleb, ITG, commented that once the weather cooperates, they will coordinate closely with the city engineers for concrete permits. Mr. Van Fleet questioned how long this portion of the project would take. Dave Hersleb explained that the downtown portion will be very time consuming. He shared that there would be multiple crews working on it, but he is unable to give a tighter timeline at this time. 9. Moved by Kurtenbach seconded by Young to adjourn to a closed session at 4:12 p.m. Closed session pursuant to Iowa Code Section 388.9(1) to discuss marketing and pricing strategies or proprietary information if its competitive position would be harmed by public disclosure not required of potential or actual competitors, and if no public purpose would be served by such disclosure. Roll Call vote-Ayes: Five. Motion carried. 10. Adjourn. Page 3 Moved by Kurtenbach seconded by Young to adjourn from closed session at 5:12 p.m. Roll Call vote-Ayes: Five. Motion carried. With no further business before the board, it was moved by Kurtenbach seconded by Young that the meeting be adjourned at 5:12 p.m. Voice vote-Ayes: Five. Motion carried. Kelley Felchle Board Secretary EN ENGINEERING, LLC PROJECT MANAGEMENT 51,636.89$ EPLUS TECHNOLOGY MODEMS & ROUTERS 67,278.72$ HM CRAGG HUT 3 308,722.36$ ITG COMMUNICATIONS CONSTRUCTION 460,870.88$ MIDAMERICAN ENERGY HUT 3 SETUP 4,502.88$ RENDER PROJECT MANAGEMENT 15,000.00$ ACP INTERNATIONAL SUPPLIES 1,344.71 ADVANTAGE ADMINISTRATORS, INC HEALTH INSURANCE 8,631.60 AFLAC HEALTH INSURANCE 787.50 AHLERS & COONEY, P.C.LEGAL FEES 17,809.00 ALLEN COLLEGE DONATION 1,000.00 AMAZON CAPITAL SERVICES SUPPLIES 381.96 AVESIS VISION INSURANCE 137.31 CALIX, INC OPERATIONS, SERVICE CLOUD, SOLUTION AND SUPPORT 9,957.28 CAMVIO, INC CUSTOMER BILLING 1,903.75 CEDAR FALLS UTILITIES WHOLESALE BANDWIDTH 3,769.36 CEDAR RAPIDS TV, LLC ADVERTISING 7,019.00 CITY OF WATERLOO VEHICLE FUEL 290.41 CLARK, BUTLER, WALSH & HAMMAN LEGAL FEES 220.00 COMPLIANCE SOLUTIONS, INC PROFESSIONAL SERVICES 450.00 CONNOISSEUR FT DODGE KZLB-FM ADVERTISING 2,300.00 CONSORTIA CONSULTING, INC CONSULTING 2,100.00 COURIER COMMUNICATIONS LEGAL PUBLISHING 1,210.00 DELTA DENTAL OF IOWA DENTAL INSURANCE 833.14 ELAN FINANCIAL SERVICES SUPPLIES 15,739.48 FUSE TECHNIC, LLC CONSULTING 3,150.00 HURRICANE ELECTRIC, LLC INTERNET-EXCHANGE 400.00 IMON COMMUNICATIONS, LLC VOICE SERVICES 1,750.00 IOWA DEPARTMENT OF REVENUE SALES TAX AND WITHHOLDING 2,776.77 IPERS RETIREMENT 11,314.67 IRS FEDERAL TAX AND WITHHOLDING 60,007.95 ITG COMMUNICATIONS, LLC EQUIPMENT STORAGE INSURANCE 1,000.00 KIELKOPF ADVISORY SERVICES, LLC CONSULTING 6,277.50 LAMAR COMPANIES ADVERTISING 5,355.00 LESLEY WILDER OFFICE CLEANING 750.00 LOCKSPERTS, INC HUT MAINTENANCE 1,272.07 MENARD, INC SUPPLIES 53.17 MIDAMERICAN ENERGY COMPANY HUT UTILITIES 490.92 MUTUAL OF OMAHA LIFE INSURANCE 460.94 NATIONAL RURAL TELECOM COOP ISP TECH SUPPORT 1,000.00 NORTH END UPDATE DONATION 575.00 ORKIN BUILDING MAINTENANCE 96.30 PAYMENTUS CORPORATION A/R TRANSACTION FEES 375.70 POWER & TELEPHONE SUPPLIES 519.28 RICOH USA, INC SUPPLIES 177.53 SAMSARA, INC YEARLY SERVICE FEE 5,017.23 SEGRA DARK FIBER 6,400.00 SOUTH FRONT NETWORKS, LLC UPN CONNECTION 850.00 SWISHER & COHRT, P.L.C.LEGAL FEES 750.00 T-MOBILE HOT SPOTS 260.59 TWIN TREES, LLC OFFICE RENT 13,705.28 UNDERGROUND LOCATION COMPANY UNDERGROUND LOCATES 2,663.10 UNITYPOINT HEALTH EAP-1ST QTR 2026 170.69 VGM GROUP, INC SUPPLIES 995.10 VOYA FINANCIAL RETIREMENT 100.00 VOYANT SOLUTIONS, LLC PHONE SERVICE 601.95 WELLMARK HEALTH INSURANCE 14,349.55 Waterloo Fiber Utility Investment Policy Rev by EL 02/10/2026 1 UTILITY INVESTMENT POLICY SECTION 1. SCOPE OF INVESTMENT POLICY The Investment Policy of Waterloo Telecommunications Utility shall apply to all operating funds, bond proceeds and other funds and all investment transactions involving operating funds, bond proceeds and other funds accounted for in the financial statements of Waterloo Telecommunications Utility. Each investment made pursuant to this Investment Policy must be authorized by applicable law and this written Investment Policy. The investment of bond funds or sinking funds shall comply not only with this investment policy, but also be consistent with any applicable bond resolution. This Investment Policy is intended to comply with Iowa Code Chapter 12B. Upon passage and upon future amendment, if any, copies of this Investment Policy shall be delivered to all of the following: 1. The governing body or oHicer of Waterloo Telecommunications Utility to which the Investment Policy applies. 2. All depository institutions or fiduciaries for public funds of Waterloo Telecommunications Utility. 3. The auditor engaged to audit any fund of Waterloo Telecommunications Utility. 4. The State Auditor. In addition, a copy of this Investment Policy shall be delivered to every fiduciary or third party assisting with or facilitating investment of the funds of Waterloo Telecommunications Utility. SECTION 2. DELEGATION OF AUTHORITY In accordance with Iowa Code section 12B.10(l), the responsibility for conducting investment transactions resides with the Treasurer of Waterloo Telecommunications Utility. Only the Treasurer and those authorized by resolution may invest public funds and a copy of any empowering resolution shall be attached to this Investment Policy. All contracts or agreements with outside persons investing public funds, advising on the investment of public funds, directing the deposit or investment of public funds or acting in a fiduciary capacity for Waterloo Telecommunications Utility, shall require the outside person to notify Waterloo Telecommunications Utility in writing, within thirty days of receipt of all communication from the Auditor of the outside person or any regulatory authority, of the existence of a material weakness in internal control structure of the outside person or regulatory orders or sanctions regarding the type of services being provided to Waterloo Telecommunications Utility by the outside person. Waterloo Fiber Utility Investment Policy Rev by EL 02/10/2026 2 The records of investment transactions made by or on behalf of Waterloo Telecommunications Utility are public records and are the property of Waterloo Telecommunications Utility whether in the custody of Waterloo Telecommunications Utility or in the custody of a fiduciary or other third party. The Treasurer shall establish a written system of internal controls and investment practices. The controls shall be designed to prevent losses of public funds, to document those oHicers and employees of Waterloo Telecommunications Utility responsible for elements of the investment process and to address the capability of investment management. The controls shall provide for receipt and review of the audited financial statement and related reports on internal control structure of all outside persons performing any of the following for Waterloo Telecommunications Utility. 1. Investing public funds Waterloo Telecommunications Utility. 2. Advising on the investment of public funds Waterloo Telecommunications Utility. 3. Directing the deposit or investment of public funds Waterloo Telecommunications Utility. 4. Acting in a fiduciary capacity for Waterloo Telecommunications Utility. A Bank, Savings and Loan Association or Credit Union providing only depository services shall not be required to provide an audited financial statement and related report on internal control structure. The Treasurer of and all employees authorized to place investments shall be bonded. SECTION 3. OBJECTIVES OF INVESTMENT POLICY The primary objectives, in order of priority, of all investment activities involving the financial assets of Waterloo Telecommunications Utility shall be the following: 1. Safety: Safety and preservation of principal in the overall portfolio is the foremost investment objective. 2. Liquidity: Maintaining the necessary liquidity to match expected liabilities is the second investment objective. 3. Return: Obtaining a reasonable return is the third investment objective. SECTION 4. PRUDENCE The Treasurer of Waterloo Telecommunications Utility when investing or depositing public funds, shall exercise the care, prudence and diligence under the circumstances then prevailing that a person acting in a like capacity and familiar with such matters would use to attain the Section 2 investment objectives. This standard requires that when making investment decisions, the Treasurer shall consider the role that the investment or deposit plays within the portfolio of Waterloo Telecommunications Utility assets of and the investment objectives stated in Section 2. When investing assets of Waterloo Telecommunications Utility for a period longer than two (2) years, the Treasurer shall request competitive investment proposals for comparable credit and term investments from a minimum of three (3) investment providers. Waterloo Fiber Utility Investment Policy Rev by EL 02/10/2026 3 SECTION 5. INSTRUMENTS ELIGIBLE FOR INVESTMENT Assets of Waterloo Telecommunications Utility may be invested in the following: • Interest bearing savings accounts, interest bearing money market accounts, and interest-bearing checking accounts at any bank, savings and loan association or credit union in the State of Iowa. Each bank must be on the most recent Approved Bank List as distributed by the Treasurer of the State of Iowa or as amended as necessary by notice inserted in the monthly mailing by the Rate Setting Committee. Each financial institution shall be properly declared as a depository by the governing body of Waterloo Telecommunications Utility. Deposits in any financial institution shall not exceed the amount approved by the governing body of Waterloo Telecommunications Utility. • Obligations of the United States government, its agencies and instrumentalities. • Certificates of deposit and other evidences of deposit at federally insured Iowa depository institutions approved and secured pursuant to Iowa Code chapter 12C. • Iowa Public Agency Investment Trust (“IPAIT”). • Prime bankers' acceptances that mature within 270 days of purchase and that are eligible for purchase by a federal reserve bank. • Commercial paper or other short-term corporate debt that matures within 270 days of purchase and is rated within the two highest classifications, as established by at least one of the standard rating services approved by the Superintendent of Banking. • Repurchase agreements, provided that the underlying collateral consists of obligations of the United States government, its agencies and instrumentalities and takes delivery of the collateral either directly or through an authorized custodian. • An open-end management investment company registered with the Securities & Exchange Commission under the federal Investment Company Act of 1940, 15 U.S.C. Section 80(a) and operated in accordance with 17 C.F.R. Section 270.2a-7, whose portfolio investments are limited to those instruments individually authorized in this Section 5 of this Investment Policy. • Warrants or improvement certificates of a levee or drainage district. All instruments eligible for investment are further governed by all other provisions of this Investment Policy, including Section 7 Investment Maturity Limitations and Section 8, Diversification Requirements. SECTION 6. PROHIBITED INVESTMENTS AND INVESTMENT PRACTICES Assets of Waterloo Telecommunications Utility shall not be invested in the following: 1. Reverse repurchase agreements. 2. Futures and options contracts. Waterloo Fiber Utility Investment Policy Rev by EL 02/10/2026 4 Assets of Waterloo Telecommunications Utility shall not be invested pursuant to the following investment practices: 1. Trading of securities for speculation or the realization of short-term trading gains. 2. Pursuant to a contract providing for the compensation of an agent or fiduciary based upon the performance of the invested assets. If a fiduciary or other third party with custody of public investment transaction records of Waterloo Telecommunications Utility fails to produce requested records when requested by Waterloo Telecommunications Utility within a reasonable time, Waterloo Telecommunications Utility shall make no new investment with or through the fiduciary or third party and shall not renew maturing investments with or through the fiduciary or third party. SECTION 7. INVESTMENT MATURITY LIMITATIONS Operating Funds must be identified and distinguished from all other funds available for investment. Operating Funds are defined as those funds which are reasonably expected to be expended during a current budget year or within fifteen months of receipt. All investments authorized in Section 5 are further subject to the following investment maturity limitations: 1. Operating Funds may only be invested in instruments authorized in Section 5 of this Investment Policy that mature within three hundred ninety-seven (397) days. 2. The Treasurer may invest funds of Waterloo Telecommunications Utility that are not identified as Operating Funds in investments with maturities longer than three hundred ninety-seven days (397) days. However, all investments of Waterloo Telecommunications Utility shall have maturities that are consistent with the needs and use of Waterloo Telecommunications Utility. SECTION 8. DIVERSIFICATION Investments of Waterloo Telecommunications Utility are subject to the following diversification requirements: Prime bankers' acceptances: 1. At the time of purchase, no more than ten percent (10%) of the investment portfolio of Waterloo Telecommunications Utility shall be invested in prime bankers’ acceptances; and 2. At the time of purchase, no more than five percent (5%) of the investment portfolio of Waterloo Telecommunications Utility shall be invested in the securities of a single issuer. Commercial paper or other short-term corporate debt: 1. At the time of purchase, no more than ten percent (10%) of the investment portfolio of Waterloo Telecommunications Utility shall be in commercial paper or other short term corporate debt; Waterloo Fiber Utility Investment Policy Rev by EL 02/10/2026 5 2. At the time of purchase, no more than five percent (5%) of the investment portfolio of Waterloo Telecommunications Utility shall be invested in the securities of a single issuer; and 3. At the time of purchase, no more than five percent (5%) of all amounts invested in commercial paper and other short-term corporate debt shall be invested in paper and debt rated in the second highest classification. Where possible, it is the policy of Waterloo Telecommunications Utility to diversify its investment portfolio. Assets shall be diversified to eliminate the risk of loss resulting from overconcentration of assets in a specific maturity, a specific issuer, or a specific class of securities. In establishing specific diversification strategies, the following general policies and constraints shall apply: 1. Portfolio maturities shall be staggered in a way that avoid undue concentration of assets in a specific maturity sector. Maturities shall be selected which provide stability of income and reasonable liquidity. 2. Liquidity practices to ensure that the next disbursement date and payroll date are covered through maturing investments, marketable U.S. Treasury bills or cash on hand shall be used at all times. 3. Risks of market price volatility shall be controlled through maturity diversification so that aggregate price losses on Instruments with maturities approaching one year shall not be greater than coupon interest and Investment Income received from the balance of the portfolio. SECTION 9. SAFEKEEPING AND CUSTODY All invested assets of Waterloo Telecommunications Utility involving the use of a public funds custodial agreement, as defined in Iowa Code section 12B.10C, shall comply with all rules adopted pursuant to Iowa Code section 12B.10C. All custodial agreements shall be in writing and shall contain a provision that all custodial services be provided in accordance with the laws of the state of Iowa. All invested assets of Waterloo Telecommunications Utility eligible for physical delivery shall be secured by having them held at a third party custodian. All purchased investments shall be held pursuant to a written third party custodial agreement requiring delivery versus payment and compliance with all rules set out in this Section 9. SECTION 10. ETHICS AND CONFLICT OF INTEREST (POLICY CONSIDERATION) The Treasurer and all oHicers and employees of Waterloo Telecommunications Utility involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Any personal investments or loans in excess of $250,000 in or with any entity that Waterloo Telecommunications Utility has declared as a depository or with which Waterloo Telecommunications Utility regularly conducts investment business shall be disclosed in writing to the governing board of Waterloo Telecommunications Utility. SECTION 11. REPORTING Waterloo Fiber Utility Investment Policy Rev by EL 02/10/2026 6 The Treasurer shall submit Waterloo Telecommunications Utility an investment report that summarizes recent market conditions and investment strategies employed since the last investment report. The investment report shall set out the current portfolio in terms of maturity, rates of return and other features and summarize all investment transactions that have occurred during the reporting period and compare the investment results with the budgetary expectations. SECTION 12. INVESTMENT POLICY REVIEW AND AMENDMENT This Investment Policy shall be reviewed every three (3) years or more frequently as appropriate. Notice of amendments to the Investment Policy shall be promptly given to all parties noted in Section 1. Waterloo F iber Referral Program Policy Approved by Eric Lage 02/13/2026 1. Purpose The purpose of this policy is to define the terms and conditions of the Waterloo Fiber Referral Program. This program is designed to reward eligible customers who refer new customers to Waterloo Fiber. 2. Scope This policy applies to all Waterloo Fiber residential internet customers participating in the Referral Program. 3. Eligibility Requirements To qualify for the Waterloo Fiber Referral Program, the following conditions must be met: 1. The referring customer must be an active Waterloo Fiber customer at the time of referral and at the time the credit is applied. 2. The referred customer must provide the referring customer ’s first and last name or service address to ensure proper identification. 3. The customer referring or referred cannot be: o A Waterloo Fiber employee or person residing at the same service address. o A Waterloo Fiber Board Member or person residing at the same service address. 4. This referral program may be combined with Waterloo Fiber’s two-month free promotion. 5. There is no limit to the number of referrals an eligible customer may make. 4. Referral Process 1. Referral information will be collected when Waterloo Fiber Customer Support Representatives contact the referred customer to schedule installation. 2. The referred customer must become an active Waterloo Fiber customer for the referral to qualify. 3. Referral eligibility will be verified before credit is applied. 4. The referred customer must provide referral information before services are activated; referrals cannot be accepted after service connection. 5. Referral Credit 1. The referral credit will equal one (1) month of the referring customer’s internet package at the time of referral. The credit will equal the cost of the internet service only. 2. The credit: o Does not include additional equipment rentals. o Does not include add-ons or other services. Waterloo F iber Referral Program Policy Approved by Eric Lage 02/13/2026 3. The credit will be applied to the total cost of the bill once the referred customer becomes active. 4. The credit will appear on the referring customer’s next monthly billing statement. 5. Referral credits cannot be used to cover unpaid balances from previous billing cycles. 6. Account Restrictions 1. Customers may upgrade their internet package while referral credit is on the account. 2. Customers may not downgrade their internet package while referral credit remains on the account. 3. If services are terminated for any reason, any remaining referral credit will be forfeited. 7. Program Limitations and Modifications Waterloo Fiber reserves the right to: 1. Verify eligibility and referral information. 2. Deny credits that do not meet program requirements. 3. Modify, suspend, or terminate the Referral Program at its discretion. 8. Compliance 1. Referral rewards have no cash value and are not transferable to other customers. 2. The program may not be used in conjunction with other promotional offers unless explicitly stated. 3. Fraudulent or deceptive referral activity (e.g., creating false accounts) will result in disqualification and may lead to termination of service at the discretion of the utility. 4. The Waterloo Fiber Board may choose to renew, modify, or terminate the program at any time. No CR-2026-0040 ITG Michael Regan PM Broadband Implementation City of Waterloo/Waterloo Fiber/Eric Lage Retainage Change Order Request Clayton Johnston VP of Construction Client/Owner 2/3/2026 $232,440.00Change Order Name: Construction Contractor Name (Attn) Magellan Project Manager: Client/Owner (Attn) Change Order Type Change Order Cost: Request Date: Requested By: Entrust Sign-Off Design/Engineering Change Request Overview Description of Change (include location) Reason for Change Labor pricing came from the original BoM pricing approved by Waterloo Fiber and the City of Waterloo associated with Contract # 1088Material Submittals/ Specifications The contractor, ITG, completed 4,768 feet of bore in this area and the work involved rock. This bore covered both FTTH & BB infrastructure (BB = 2,450 feet / FTTH = 2,318 feet). Entrust verified the that the bore was completed. However, the Bill of Materials (BoM) line item for rock bore adder shows a zero-unit quantity with a unit rate of $48.75 per linear foot. This means that while rock conditions were encountered and the work was performed, it was not included in the approved scope nor was a change request discussed or submitted prior to construction. At the point when rock was identified or anticipated, the expectation would have been to engage the Waterloo team, review the scope impact, and revise the BoM. Unfortunately, those steps did not occur. This scope of work will need the unit quantities of 4,768 feet for rock adder added to the BoM. Breakdown of Costs: BB = 132ft x $48.75/ft = $6,435.00 BB SHARED = 2,318ft x $48.75/ft = $113,002.50 FTTP SHARED = 2,318ft x $48.75/ft - $113,002.50 The following Change Order has been created to account for additional construction labor associated with rock boring along Westfield Ave and West Commercial St in LCP 048 / Task Order 13. Will Be Subject To The Withholdings and Release Set Forth In The Contract Sections 6.2(f)(i) and (ii) Location Work Order # Labor Underground - Buried Labor 4,768 $ 48.75 $ 232,440.00 *** $ 232,440.00 Materials *** $ - *** $ 232,440.00 CR Labor Subtotal Bore Rock Adder -->[LF] Itemized Breakdown of Work Quantity Unit PriceDescription Amount 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) Clayton Johnston VP of Construction Charles Smith Regional Manager Approvals Magellan Sign-Off 2/2/2026 2/3/2026 No CR-2026-0041 ITG Michael Regan PM Broadband Implementation City of Waterloo Retainage Change Order Request Clayton Johnston VP of Construction Client/Owner 1/16/2026 $15,000.00Change Order Name: Construction Contractor Name (Attn) Magellan Project Manager: Client/Owner (Attn) Change Order Type Change Order Cost: Request Date: Requested By: Entrust Sign-Off Design/Engineering Change Request Overview Description of Change (include location) Reason for Change Material Submittals/ Specifications Per City Engineer, Railroad Permit fees are a passthrough expense for this project covered by the City of Waterloo The following Change Order has been created to account for Railroad Permit fees associated with the following crossings: LAFAYETTE ST & OSAGE RD - Task Order 09 / LCP 095 / UG00005 / P-12397 DUBUQUE RD & ROOFF AVE - Task Order 09 / LCP 134 / UG00019 / P-12368 MIDLAND ST & WCF & N DR - Task Order 14 / LCP 118 / UG00014 / P-12449 Will Be Subject To The Withholdings and Release Set Forth In The Contract Sections 6.2(f)(i) and (ii) Location Work Order # Labor UG00005 / P-12397 1 $ 6,825.00 $ 6,825.00 UG00019 / P-12368 1 $ 6,825.00 $ 6,825.00 UG00014 / P-12449 1 $ 1,350.00 $ 1,350.00 $ - $ - $ - *** $ 15,000.00 Materials *** $ - *** $ 15,000.00 CR Labor Subtotal Itemized Breakdown of Work Quantity Unit PriceDescription Flagging Fee Flagging Fee Permit Fee Amount 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) Clayton Johnston VP of Construction Charles Smith Regional Manager Approvals Magellan Sign-Off 1/19/2026 1/20/2026 Jamie Knutson, P.E. City Engineer 1/20/2016 No CR-2026-0042 ITG Michael Regan PM Broadband Implementation City of Waterloo Retainage Change Order Request Clayton Johnston VP of Construction Client/Owner 1/16/2026 $17,700.00Change Order Name: Construction Contractor Name (Attn) Magellan Project Manager: Client/Owner (Attn) Change Order Type Change Order Cost: Request Date: Requested By: Entrust Sign-Off Design/Engineering Change Request Overview Description of Change (include location) Reason for Change Material Submittals/ Specifications Per City Engineer, Railroad Permit fees are a passthrough expense for this project covered by the City of Waterloo The following Change Order has been created to account for Railroad Permit fees associated with the following crossings: RAINBOW DR - Task Order 15 / LCP 061 / UG00015 / P-12452 DAWSON ST - Task Order 13 / LCP 110 / UG00006 / P-12411 W AIRLINE HWY & WCF & N DR - Task Order 14 / LCP 123 / UG00001 / P-12450 W AIRLINE HWY & WCF & N DR - Task Order 14 / LCP 123 / UG00002 / P-12451 Will Be Subject To The Withholdings and Release Set Forth In The Contract Sections 6.2(f)(i) and (ii) Location Work Order # Labor UG00015 / P-12452 1 $ 6,825.00 $ 6,825.00 1 $ 1,350.00 $ 1,350.00 UG00006 / P-12411 1 $ 6,825.00 $ 6,825.00 UG00001 / P-12450 1 $ 1,350.00 $ 1,350.00 UG00002 / P-12451 1 $ 1,350.00 $ 1,350.00 $ - *** $ 17,700.00 Materials *** $ - *** $ 17,700.00 Permit Fee CR Labor Subtotal Itemized Breakdown of Work Quantity Unit PriceDescription Flagging Fee Permit Fee Flagging Fee Permit Fee Amount 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) Clayton Johnston VP of Construction Charles Smith Regional Manager Approvals Magellan Sign-Off 1/19/2026 1/20/2026 Jamie Knutson, P.E. City Engineer 1/20/2026 ITG Communication LLC 139 Clark St. Waterloo IA 50703 6154475347 accountsreceivable@i-t-g.net Invoice Customer Date Invoice # 01/22/2026 FTTH083125LCP061 Due Date 02/21/2026 Bill To Ship To Status City OF Waterloo-487 City OF Waterloo Invoiced-Pending Approval 715 Mulberry St NA Co-Ordinator Waterloo , Iowa 50703 Waterloo, Iowa 99999 Telecommunications Waterloo Fiber NA P.O.No. 3192910141 999-999-9999 T015 - LCP061 Project Category Work Type Job Address City/Town State County Construction T015 - LCP061 PARK LN.WATERLOO IA 50703 Terms Lead #Construction ID #Project Name Project No. WATERLOO FIBER T015 - LCP061 Item Quantity Description U/M Rate Amount Permit Pass Thru00 Permit 1 $1350 $1,350.00 Prepayment for RxR flagging services00 RXR 1 $6825 $6,825.00 Subtotal $8,175.00 Retainage hold back (4%)( - $327.00 ) Sales Tax (0%)$0.00 Total $7,848.00 Reviewed and approved for payment 02.03.2026 UG00015 2025.08.21 TOTAL $6,825.00 Reference INVOICE Invoice Number 91786522 Page 1 of 1 Invoice Date (Y/M/D)2025/04/08 Service Period 2025/04/08 Customer Number 21088 CN Reference Number 750089357 Billing Type Flagging Flagging Fees ILLINOIS CENTRAL NON-FREIGHT MANAGEMENT PO BOX 95361 CHICAGO IL 60694-5361 USA ATTN JAMIE KNUTSON CITY OF WATERLOO 715 MULBERRY ST WATERLOO IA 50703-5714 USA Department Reference Number P-12452 UTILITY APP FEE P-12452 UTILITY APP FEE Quantity Detail Amount (USD) P-12452 UTILITY APP FEE 1,350.00 Inquiries Natalie Phillips Tel: 708-332-3858 Email:NATALIE.PHILLIPS@CN.CA Tax ID 36-2728842 Total $ 1,350.00 Amount Due $ 1,350.00 Payable in USD Funds ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS CENTRAL NON-FREIGHT MANAGEMENT PO BOX 95361 CHICAGO IL 60694-5361 USA Please make your checks payable to ILLINOIS CENTRAL and return this detachable stub with your payment Invoice Number 91786522 Customer Number 21088 Invoice Amount (USD) $1,350.00 Payment Amount $_________ Net 30 days, payment due 2025/05/08 Interest will be assessed on overdue amounts LCP061 Page 1 of 2 UTILITY CROSSING AND / OR ENCROACHMENT Date: AUGUST 19, 2025, Facility Owner: CITY OF WATERLOO Document No.: P-12452 715 MULBERRY STREET Work Order No.: WATERLOO, IA 50707 Location: RAINBOW DR (DOT#307897M ) Road; Street; Avenue 1/4, 1/4, Section , T , R Telephone No.: 319-291-4312 City of: WATERLOO Fax No.: County: BLACK HAWK State: IA 24 Hr. Emergency No.: Line Segment: Milepost: 2.43 Attention: JAMIE KNUTSON Survey Station: WATERLOO SUBDIVISION This is not valid unless it indicates that Chicago, Central & Pacific Railroad Company has received all the information requested. If any of the boxes are checked that information must be provided before the project is approved and valid. CHECKLIST It appears that your notification is deficient in the following aspects: (When returning information checked in the boxes please refer to the document number.)  Before the construction can begin, we must receive a certificate of insurance from the contractor/facility owner. The limits are as follows: (a) Statutory Workers’ compensation and Employer’s Liability insurance. (b) Automobile Liability in an amount not less than $1,000,000 combined single limit. (c) Comprehensive General Liability in an amount not less than $5,000,000 combined single limit. In the event the policy is a Claims Made policy; coverage shall include an aggregate of $10,000,000. Before commencing work, the contractor shall provide and maintain the following insurance, in form and amount and with companies satisfactory to, and as approved by, the RAILROAD. (a) Statutory Worker’s Compensation and Employer’s Liability insurance. (b) Automobile Liability in an amount not less than $1,000,000 combined single limit. (c) An occurrence form Railroad Protective Policy with limits of not less than $5,000,000 per occurrence for Bodily Injury Liability, Property Damage Liability and Physical Damage to Property, with $10,000,000 aggregate for the term of the policy with respect to Bodily Injury, Liability, Property Damage Liability and Physical Damage to Property. BOTH POLICIES MUST NAME: Chicago, Central & Pacific Railroad Company and its Parents 17641 South Ashland Avenue Homewood, IL 60430 Reference Document No. P-12452 as the insured and shall provide for not less than ten (10) days prior written notice to the Railroad as cancellation of, or any materials change, in the policy.  Please complete and return the enclosed application form.  This notification is not subject to the rules adopted pursuant to Chapter 42 of the Iowa Administrative Code. All of the items marked below must be resolved before the Railroad will begin processing your submittals as satisfactory notification. Please send the requested information to: Chicago, Central & Pacific Railroad Company Attn: CN Utilities 17641 South Ashland Avenue Homewood, IL. 60430 Page 2 of 2 Notification does not include:  A legible scaled drawing.  A legible detailed cross section.  Legal description.  An emergency contact and telephone number as required by Chapter 42  Who will perform construction (e.g. internal labor, contractor)?  The owner of the proposed facility. PLEASE PROVIDE THE NAME, ADDRESS, TELEPHONE NUMBER AND CONTACT PERSON FOR THE OWNER OF THE FACILITY.  Description of materials involved. (e.g. type of wire, cable, pipe crossing) - install (2) 1.25-inch HDPE conduits containing 48 CT Fiber  Type and size of facility.  Because of the lack of data submitted with your notification, or your specifications do not meet railroad construction requirements; the railroad does not accept it as meeting the requirements of notification. Your notification will be complete upon receipt of the information requested and the required documents will be processed. Any attempt to construct before the documents are prepared and executed, will be viewed as trespassing and the construction will be halted and (Consultant/Contractor) and (Facility Owner) will be prosecuted to the fullest extent of the law.  A deposit is required to begin permit processing.  Please provide vicinity map showing cross streets and the location of the project.  Profile of crossing.  Is this being installed at an existing public road crossing?  The casing shall extend a minimum of the entire width of Railroad right of way. In addition, the casing pipe shall be a minimum of 5’6” below the track and extend a minimum of 3’ beyond the toe or top of a slope or ditch and must be sealed.  A steel casing pipe with an E-80 loading capacity is required for installation of a PVC or PLASTIC CONDUIT. The casing pipe must be bored and jacked with a minimum depth of 5.5’ from the bottom of the rail to the top of the casing and shall extend the entire width of the Railroad right of way. In addition, the casing pipe shall be sealed and vented on each side of the tracks outside of the railroad right of way line (see enclosed specifications).  The tracks have been removed but the right of way is still owned by Chicago, Central & Pacific Railroad Company and construction is required as though rails are still there.  Road right of way width of RAINBOW DR (DOT#307897M )  Construction is not permitted until both parties agree procedures and all fees are paid.  You are proposing to directionally bore a “natural gas main without a casing pipe, Chicago, Central & Pacific Railroad Company requires that any uncased gas mains be installed in accordance with Part 5, Section 5.2 of the American Railway Engineering and Maintenance Associations Manual for Railway Engineering. X You must CONTACT Chicago, Central & Pacific Railroad Company, five (5) working days prior to construction. The contact information can be found below. X PER CHAPTER 42 YOU ARE REQUIRED TO PROVIDE THE RAILROAD NOTICE OF CONSTRUCTION A MINIMUM OF FIVE (5) WORKING DAYS PRIOR TO CONSTRUCTION. NOTE: CHICAGO, CENTRAL & PACIFIC RAILROAD COMPANY IS NOT ASSOCIATED WITH DIGGERS / JULIE / MISS DIG / GOLPHER ON CALL. X Signal Wire Location X Flagger Signal Wire Location & Railroad Flagger: Chicago, Central & Pacific Railroad Company CN Flagging-US 17641 South Ashland Ave Homewood, IL 60430 US_Flagging@CN.CA www.cn.ca ITG Communication LLC 139 Clark St. Waterloo IA 50703 6154475347 accountsreceivable@i-t-g.net Invoice Customer Date Invoice # 01/22/2026 FTAR083125LCP110 Due Date 02/21/2026 Bill To Ship To Status City OF Waterloo-487 City OF Waterloo Invoiced-Pending Approval 715 Mulberry St NA Co-Ordinator Waterloo , Iowa 50703 Waterloo, Iowa 99999 Telecommunications Waterloo Fiber NA P.O.No. 3192910141 999-999-9999 T013-LCP110 Project Category Work Type Job Address City/Town State County Construction T013-LCP110 PARK LN.WATERLOO IA 50703 Terms Lead #Construction ID #Project Name Project No. WATERLOO FIBER T013-LCP110 Item Quantity Description U/M Rate Amount Prepayment for RxR flagging services00 RXR 1 $6825 $6,825.00 Subtotal $6,825.00 Retainage hold back (4%)( - $273.00 ) Sales Tax (0%)$0.00 Total $6,552.00 Reviewed and approved for payment 02.03.2026 UG00006 2025.08.21 TOTAL $6,825.00 Reference Page 1 of 2 UTILITY CROSSING AND / OR ENCROACHMENT Date: AUGUST 18, 2025, Facility Owner: CITY OF WATERLOO Document No.: P-12411 715 MULBERRY STREET Work Order No.: WATERLOO, IA 50707 Location: DAWSON STREET (DOT#307865G ) Road; Street; Avenue 1/4, 1/4, Section , T , R Telephone No.: 319-291-4312 City of: WATERLOO Fax No.: County: BLACK HAWK State: IA 24 Hr. Emergency No.: Line Segment: Milepost: 277.7 Attention: JAMIE KNUTSON Survey Station: WATERLOO SUBDIVISION This is not valid unless it indicates that Chicago, Central & Pacific Railroad Company has received all the information requested. If any of the boxes are checked that information must be provided before the project is approved and valid. CHECKLIST It appears that your notification is deficient in the following aspects: (When returning information checked in the boxes please refer to the document number.)  Before the construction can begin, we must receive a certificate of insurance from the contractor/facility owner. The limits are as follows: (a) Statutory Workers’ compensation and Employer’s Liability insurance. (b) Automobile Liability in an amount not less than $1,000,000 combined single limit. (c) Comprehensive General Liability in an amount not less than $5,000,000 combined single limit. In the event the policy is a Claims Made policy; coverage shall include an aggregate of $10,000,000. Before commencing work, the contractor shall provide and maintain the following insurance, in form and amount and with companies satisfactory to, and as approved by, the RAILROAD. (a) Statutory Worker’s Compensation and Employer’s Liability insurance. (b) Automobile Liability in an amount not less than $1,000,000 combined single limit. (c) An occurrence form Railroad Protective Policy with limits of not less than $5,000,000 per occurrence for Bodily Injury Liability, Property Damage Liability and Physical Damage to Property, with $10,000,000 aggregate for the term of the policy with respect to Bodily Injury, Liability, Property Damage Liability and Physical Damage to Property. BOTH POLICIES MUST NAME: Chicago, Central & Pacific Railroad Company and its Parents 17641 South Ashland Avenue Homewood, IL 60430 Reference Document No. P-12411 as the insured and shall provide for not less than ten (10) days prior written notice to the Railroad as cancellation of, or any materials change, in the policy.  Please complete and return the enclosed application form.  This notification is not subject to the rules adopted pursuant to Chapter 42 of the Iowa Administrative Code. All of the items marked below must be resolved before the Railroad will begin processing your submittals as satisfactory notification. Please send the requested information to: Chicago, Central & Pacific Railroad Company Attn: CN Utilities 17641 South Ashland Avenue Homewood, IL. 60430 Page 2 of 2 Notification does not include:  A legible scaled drawing.  A legible detailed cross section.  Legal description.  An emergency contact and telephone number as required by Chapter 42  Who will perform construction (e.g. internal labor, contractor)?  The owner of the proposed facility. PLEASE PROVIDE THE NAME, ADDRESS, TELEPHONE NUMBER AND CONTACT PERSON FOR THE OWNER OF THE FACILITY.  Description of materials involved. (e.g. type of wire, cable, pipe crossing) - install (2) 1.25-inch HDPE conduits containing 48 CT Fiber  Type and size of facility.  Because of the lack of data submitted with your notification, or your specifications do not meet railroad construction requirements; the railroad does not accept it as meeting the requirements of notification. Your notification will be complete upon receipt of the information requested and the required documents will be processed. Any attempt to construct before the documents are prepared and executed, will be viewed as trespassing and the construction will be halted and (Consultant/Contractor) and (Facility Owner) will be prosecuted to the fullest extent of the law.  A deposit is required to begin permit processing.  Please provide vicinity map showing cross streets and the location of the project.  Profile of crossing.  Is this being installed at an existing public road crossing?  The casing shall extend a minimum of the entire width of Railroad right of way. In addition, the casing pipe shall be a minimum of 5’6” below the track and extend a minimum of 3’ beyond the toe or top of a slope or ditch and must be sealed.  A steel casing pipe with an E-80 loading capacity is required for installation of a PVC or PLASTIC CONDUIT. The casing pipe must be bored and jacked with a minimum depth of 5.5’ from the bottom of the rail to the top of the casing and shall extend the entire width of the Railroad right of way. In addition, the casing pipe shall be sealed and vented on each side of the tracks outside of the railroad right of way line (see enclosed specifications).  The tracks have been removed but the right of way is still owned by Chicago, Central & Pacific Railroad Company and construction is required as though rails are still there.  Road right of way width of DAWSON STREET (DOT#307865G )  Construction is not permitted until both parties agree procedures and all fees are paid.  You are proposing to directionally bore a “natural gas main without a casing pipe, Chicago, Central & Pacific Railroad Company requires that any uncased gas mains be installed in accordance with Part 5, Section 5.2 of the American Railway Engineering and Maintenance Associations Manual for Railway Engineering. X You must CONTACT Chicago, Central & Pacific Railroad Company, five (5) working days prior to construction. The contact information can be found below. X PER CHAPTER 42 YOU ARE REQUIRED TO PROVIDE THE RAILROAD NOTICE OF CONSTRUCTION A MINIMUM OF FIVE (5) WORKING DAYS PRIOR TO CONSTRUCTION. NOTE: CHICAGO, CENTRAL & PACIFIC RAILROAD COMPANY IS NOT ASSOCIATED WITH DIGGERS / JULIE / MISS DIG / GOLPHER ON CALL. X Signal Wire Location X Flagger Signal Wire Location & Railroad Flagger: Chicago, Central & Pacific Railroad Company CN Flagging-US 17641 South Ashland Ave Homewood, IL 60430 US_Flagging@CN.CA www.cn.ca ITG Communication LLC 139 Clark St. Waterloo IA 50703 6154475347 accountsreceivable@i-t-g.net Invoice Customer Date Invoice # 01/22/2026 FTTH05312025LCP123 Due Date 02/21/2026 Bill To Ship To Status City OF Waterloo-487 City OF Waterloo Invoiced-Pending Approval 715 Mulberry St NA Co-Ordinator Waterloo , Iowa 50703 Waterloo, Iowa 99999 Telecommunications Waterloo Fiber NA P.O.No. 3192910141 999-999-9999 T014 - LCP123 Project Category Work Type Job Address City/Town State County Construction T014 - LCP123 PARK LN.WATERLOO IA 50703 Terms Lead #Construction ID #Project Name Project No. WATERLOO FIBER T014 - LCP123 Item Quantity Description U/M Rate Amount Permit Pass Thru00 Permit 1 $1350 $1,350.00 Permit Pass Thru00 Permit 1 $1350 $1,350.00 Subtotal $2,700.00 Retainage hold back (4%)( - $108.00 ) Sales Tax (0%)$0.00 Total $2,592.00 Reviewed and approved for payment 02.03.2026 INVOICE Invoice Number 91786520 Page 1 of 1 Invoice Date (Y/M/D)2025/04/08 Service Period 2025/04/08 Customer Number 21088 CN Reference Number 750089355 Billing Type Flagging Flagging Fees ILLINOIS CENTRAL NON-FREIGHT MANAGEMENT PO BOX 95361 CHICAGO IL 60694-5361 USA ATTN JAMIE KNUTSON CITY OF WATERLOO 715 MULBERRY ST WATERLOO IA 50703-5714 USA Department Reference Number P-12450 UTILITY APP FEE P-12450 UTILITY APP FEE Quantity Detail Amount (USD) P-12450 UTILITY APP FEE 1,350.00 Inquiries Natalie Phillips Tel: 708-332-3858 Email:NATALIE.PHILLIPS@CN.CA Tax ID 36-2728842 Total $ 1,350.00 Amount Due $ 1,350.00 Payable in USD Funds ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS CENTRAL NON-FREIGHT MANAGEMENT PO BOX 95361 CHICAGO IL 60694-5361 USA Please make your checks payable to ILLINOIS CENTRAL and return this detachable stub with your payment Invoice Number 91786520 Customer Number 21088 Invoice Amount (USD) $1,350.00 Payment Amount $_________ Net 30 days, payment due 2025/05/08 Interest will be assessed on overdue amounts LCP123 Page 1 of 2 UTILITY CROSSING AND / OR ENCROACHMENT Date: September 5, 2025, Facility Owner: CITY OF WATERLOO Document No.: P-12450 715 MULBERRY STREET Work Order No.: WATERLOO, IA 50707 Location: WCF AND N FRONTAGE (DOT#309092Y) Road; Street; Avenue 1/4, 1/4, Section , T , R Telephone No.: 319-291-4312 City of: WATERLOO Fax No.: County: BLACK HAWK State: IA 24 Hr. Emergency No.: Line Segment: Milepost: 0.7 Attention: JAMIE KNUTSON Survey Station: WATERLOO SUBDIVISION This is not valid unless it indicates that Chicago, Central & Pacific Railroad Company has received all the information requested. If any of the boxes are checked that information must be provided before the project is approved and valid. CHECKLIST It appears that your notification is deficient in the following aspects: (When returning information checked in the boxes please refer to the document number.)  Before the construction can begin, we must receive a certificate of insurance from the contractor/facility owner. The limits are as follows: (a) Statutory Workers’ compensation and Employer’s Liability insurance. (b) Automobile Liability in an amount not less than $1,000,000 combined single limit. (c) Comprehensive General Liability in an amount not less than $5,000,000 combined single limit. In the event the policy is a Claims Made policy; coverage shall include an aggregate of $10,000,000. Before commencing work, the contractor shall provide and maintain the following insurance, in form and amount and with companies satisfactory to, and as approved by, the RAILROAD. (a) Statutory Worker’s Compensation and Employer’s Liability insurance. (b) Automobile Liability in an amount not less than $1,000,000 combined single limit. (c) An occurrence form Railroad Protective Policy with limits of not less than $5,000,000 per occurrence for Bodily Injury Liability, Property Damage Liability and Physical Damage to Property, with $10,000,000 aggregate for the term of the policy with respect to Bodily Injury, Liability, Property Damage Liability and Physical Damage to Property. BOTH POLICIES MUST NAME: Chicago, Central & Pacific Railroad Company and its Parents 17641 South Ashland Avenue Homewood, IL 60430 Reference Document No. P-12450 as the insured and shall provide for not less than ten (10) days prior written notice to the Railroad as cancellation of, or any materials change, in the policy.  Please complete and return the enclosed application form.  This notification is not subject to the rules adopted pursuant to Chapter 42 of the Iowa Administrative Code. All of the items marked below must be resolved before the Railroad will begin processing your submittals as satisfactory notification. Please send the requested information to: Chicago, Central & Pacific Railroad Company Attn: CN Utilities 17641 South Ashland Avenue Homewood, IL. 60430 Page 2 of 2 Notification does not include:  A legible scaled drawing.  A legible detailed cross section.  Legal description.  An emergency contact and telephone number as required by Chapter 42  Who will perform construction (e.g. internal labor, contractor)?  The owner of the proposed facility. PLEASE PROVIDE THE NAME, ADDRESS, TELEPHONE NUMBER AND CONTACT PERSON FOR THE OWNER OF THE FACILITY.  Description of materials involved. (e.g. type of wire, cable, pipe crossing) - install (2) 1.25-inch HDPE conduits containing 48 CT Fiber  Type and size of facility.  Because of the lack of data submitted with your notification, or your specifications do not meet railroad construction requirements; the railroad does not accept it as meeting the requirements of notification. Your notification will be complete upon receipt of the information requested and the required documents will be processed. Any attempt to construct before the documents are prepared and executed, will be viewed as trespassing and the construction will be halted and (Consultant/Contractor) and (Facility Owner) will be prosecuted to the fullest extent of the law.  A deposit is required to begin permit processing.  Please provide vicinity map showing cross streets and the location of the project.  Profile of crossing.  Is this being installed at an existing public road crossing?  The casing shall extend a minimum of the entire width of Railroad right of way. In addition, the casing pipe shall be a minimum of 5’6” below the track and extend a minimum of 3’ beyond the toe or top of a slope or ditch and must be sealed.  A steel casing pipe with an E-80 loading capacity is required for installation of a PVC or PLASTIC CONDUIT. The casing pipe must be bored and jacked with a minimum depth of 5.5’ from the bottom of the rail to the top of the casing and shall extend the entire width of the Railroad right of way. In addition, the casing pipe shall be sealed and vented on each side of the tracks outside of the railroad right of way line (see enclosed specifications).  The tracks have been removed but the right of way is still owned by Chicago, Central & Pacific Railroad Company and construction is required as though rails are still there.  Road right of way width of WCF AND N FRONTAGE (DOT#309092Y))  Construction is not permitted until both parties agree procedures and all fees are paid.  You are proposing to directionally bore a “natural gas main without a casing pipe, Chicago, Central & Pacific Railroad Company requires that any uncased gas mains be installed in accordance with Part 5, Section 5.2 of the American Railway Engineering and Maintenance Associations Manual for Railway Engineering. X You must CONTACT Chicago, Central & Pacific Railroad Company, five (5) working days prior to construction. The contact information can be found below. X PER CHAPTER 42 YOU ARE REQUIRED TO PROVIDE THE RAILROAD NOTICE OF CONSTRUCTION A MINIMUM OF FIVE (5) WORKING DAYS PRIOR TO CONSTRUCTION. NOTE: CHICAGO, CENTRAL & PACIFIC RAILROAD COMPANY IS NOT ASSOCIATED WITH DIGGERS / JULIE / MISS DIG / GOLPHER ON CALL. X Signal Wire Location X Flagger Signal Wire Location & Railroad Flagger: Chicago, Central & Pacific Railroad Company CN Flagging-US 17641 South Ashland Ave Homewood, IL 60430 US_Flagging@CN.CA www.cn.ca INVOICE Invoice Number 91786521 Page 1 of 1 Invoice Date (Y/M/D)2025/04/08 Service Period 2025/04/08 Customer Number 21088 CN Reference Number 750089356 Billing Type Flagging Flagging Fees ILLINOIS CENTRAL NON-FREIGHT MANAGEMENT PO BOX 95361 CHICAGO IL 60694-5361 USA ATTN JAMIE KNUTSON CITY OF WATERLOO 715 MULBERRY ST WATERLOO IA 50703-5714 USA Department Reference Number P-12451 UTILITY APP FEE P-12451 UTILITY APP FEE Quantity Detail Amount (USD) P-12451 UTILITY APP FEE 1,350.00 Inquiries Natalie Phillips Tel: 708-332-3858 Email:NATALIE.PHILLIPS@CN.CA Tax ID 36-2728842 Total $ 1,350.00 Amount Due $ 1,350.00 Payable in USD Funds ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS CENTRAL NON-FREIGHT MANAGEMENT PO BOX 95361 CHICAGO IL 60694-5361 USA Please make your checks payable to ILLINOIS CENTRAL and return this detachable stub with your payment Invoice Number 91786521 Customer Number 21088 Invoice Amount (USD) $1,350.00 Payment Amount $_________ Net 30 days, payment due 2025/05/08 Interest will be assessed on overdue amounts LCP123 Page 1 of 2 UTILITY CROSSING AND / OR ENCROACHMENT Date: September 18, 2025, Facility Owner: CITY OF WATERLOO Document No.: P-12451 715 MULBERRY STREET Work Order No.: WATERLOO, IA 50707 Location: WAGNER RD (DOT#307177U) Road; Street; Avenue 1/4, 1/4, Section , T , R Telephone No.: 319-291-4312 City of: WATERLOO Fax No.: County: BLACK HAWK State: IA 24 Hr. Emergency No.: Line Segment: Milepost: 278.96 Attention: JAMIE KNUTSON Survey Station: WATERLOO SUBDIVISION This is not valid unless it indicates that Chicago, Central & Pacific Railroad Company has received all the information requested. If any of the boxes are checked that information must be provided before the project is approved and valid. CHECKLIST It appears that your notification is deficient in the following aspects: (When returning information checked in the boxes please refer to the document number.)  Before the construction can begin, we must receive a certificate of insurance from the contractor/facility owner. The limits are as follows: (a) Statutory Workers’ compensation and Employer’s Liability insurance. (b) Automobile Liability in an amount not less than $1,000,000 combined single limit. (c) Comprehensive General Liability in an amount not less than $5,000,000 combined single limit. In the event the policy is a Claims Made policy; coverage shall include an aggregate of $10,000,000. Before commencing work, the contractor shall provide and maintain the following insurance, in form and amount and with companies satisfactory to, and as approved by, the RAILROAD. (a) Statutory Worker’s Compensation and Employer’s Liability insurance. (b) Automobile Liability in an amount not less than $1,000,000 combined single limit. (c) An occurrence form Railroad Protective Policy with limits of not less than $5,000,000 per occurrence for Bodily Injury Liability, Property Damage Liability and Physical Damage to Property, with $10,000,000 aggregate for the term of the policy with respect to Bodily Injury, Liability, Property Damage Liability and Physical Damage to Property. BOTH POLICIES MUST NAME: Chicago, Central & Pacific Railroad Company and its Parents 17641 South Ashland Avenue Homewood, IL 60430 Reference Document No. P-12451 as the insured and shall provide for not less than ten (10) days prior written notice to the Railroad as cancellation of, or any materials change, in the policy.  Please complete and return the enclosed application form.  This notification is not subject to the rules adopted pursuant to Chapter 42 of the Iowa Administrative Code. All of the items marked below must be resolved before the Railroad will begin processing your submittals as satisfactory notification. Please send the requested information to: Chicago, Central & Pacific Railroad Company Attn: CN Utilities 17641 South Ashland Avenue Homewood, IL. 60430 Page 2 of 2 Notification does not include:  A legible scaled drawing.  A legible detailed cross section.  Legal description.  An emergency contact and telephone number as required by Chapter 42  Who will perform construction (e.g. internal labor, contractor)?  The owner of the proposed facility. PLEASE PROVIDE THE NAME, ADDRESS, TELEPHONE NUMBER AND CONTACT PERSON FOR THE OWNER OF THE FACILITY.  Description of materials involved. (e.g. type of wire, cable, pipe crossing) - install (2) 1.25-inch HDPE conduits containing 48 CT Fiber  Type and size of facility.  Because of the lack of data submitted with your notification, or your specifications do not meet railroad construction requirements; the railroad does not accept it as meeting the requirements of notification. Your notification will be complete upon receipt of the information requested and the required documents will be processed. Any attempt to construct before the documents are prepared and executed, will be viewed as trespassing and the construction will be halted and (Consultant/Contractor) and (Facility Owner) will be prosecuted to the fullest extent of the law.  A deposit is required to begin permit processing.  Please provide vicinity map showing cross streets and the location of the project.  Profile of crossing.  Is this being installed at an existing public road crossing?  The casing shall extend a minimum of the entire width of Railroad right of way. In addition, the casing pipe shall be a minimum of 5’6” below the track and extend a minimum of 3’ beyond the toe or top of a slope or ditch and must be sealed.  A steel casing pipe with an E-80 loading capacity is required for installation of a PVC or PLASTIC CONDUIT. The casing pipe must be bored and jacked with a minimum depth of 5.5’ from the bottom of the rail to the top of the casing and shall extend the entire width of the Railroad right of way. In addition, the casing pipe shall be sealed and vented on each side of the tracks outside of the railroad right of way line (see enclosed specifications).  The tracks have been removed but the right of way is still owned by Chicago, Central & Pacific Railroad Company and construction is required as though rails are still there.  Road right of way width of WAGNER RD (DOT#307177U) )  Construction is not permitted until both parties agree procedures and all fees are paid.  You are proposing to directionally bore a “natural gas main without a casing pipe, Chicago, Central & Pacific Railroad Company requires that any uncased gas mains be installed in accordance with Part 5, Section 5.2 of the American Railway Engineering and Maintenance Associations Manual for Railway Engineering. X You must CONTACT Chicago, Central & Pacific Railroad Company, five (5) working days prior to construction. The contact information can be found below. X PER CHAPTER 42 YOU ARE REQUIRED TO PROVIDE THE RAILROAD NOTICE OF CONSTRUCTION A MINIMUM OF FIVE (5) WORKING DAYS PRIOR TO CONSTRUCTION. NOTE: CHICAGO, CENTRAL & PACIFIC RAILROAD COMPANY IS NOT ASSOCIATED WITH DIGGERS / JULIE / MISS DIG / GOLPHER ON CALL. X Signal Wire Location X Flagger Signal Wire Location & Railroad Flagger: Chicago, Central & Pacific Railroad Company CN Flagging-US 17641 South Ashland Ave Homewood, IL 60430 US_Flagging@CN.CA www.cn.ca No CR-2026-0043 ITG Michael Regan PM Broadband Implementation City of Waterloo Retainage Change Order Request Clayton Johnston VP of Construction Client/Owner 1/16/2026 $7,575.00Change Order Name: Construction Contractor Name (Attn) Magellan Project Manager: Client/Owner (Attn) Change Order Type Change Order Cost: Request Date: Requested By: Entrust Sign-Off Design/Engineering Change Request Overview Description of Change (include location) Reason for Change Material Submittals/ Specifications Per City Engineer, Railroad Permit fees are a passthrough expense for this project covered by the City of Waterloo The following Change Order has been created to account for Railroad Permit fees associated with the following crossings: WESTFIELD AVE & FLETCHER AVE - Task Order 15 / LCP 059 / UG00024 / P-12545 LOGAN AVE & CENTER ST - Task Order 13 / LCP 089 / UG00010 / P-12374 Will Be Subject To The Withholdings and Release Set Forth In The Contract Sections 6.2(f)(i) and (ii) Location Work Order # Labor UG00024 / P-12545 1 $ 750.00 $ 750.00 UG00010 / P-12374 1 $ 6,825.00 $ 6,825.00 $ - $ - $ - *** $ 7,575.00 Materials *** $ - *** $ 7,575.00 CR Labor Subtotal Permit Fee Itemized Breakdown of Work Quantity Unit PriceDescription Flagging Fee Amount 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) Clayton Johnston VP of Construction Charles Smith Regional Manager Approvals Magellan Sign-Off 1/19/2026 1/20/2026 Jamie Knutson, P.E. City Engineer 1/20/2026 No CR-2026-0044 ITG Michael Regan PM Broadband Implementation City of Waterloo Retainage Change Order Request Clayton Johnston VP of Construction Client/Owner 1/16/2026 $13,650.00Change Order Name: Construction Contractor Name (Attn) Magellan Project Manager: Client/Owner (Attn) Change Order Type Change Order Cost: Request Date: Requested By: Entrust Sign-Off Design/Engineering Change Request Overview Description of Change (include location) Reason for Change Material Submittals/ Specifications Per City Engineer, Railroad Permit fees are a passthrough expense for this project covered by the City of Waterloo The following Change Order has been created to account for Railroad Permit fees associated with the following crossings: BROADWAY ST & GRANDVIEW AVE - Task Order 14 / LCP 109 / UG00320 / P-12425 NEVADA ST & POLK ST- Task Order 09 / LCP 097 / UG00012 / P-12367 Will Be Subject To The Withholdings and Release Set Forth In The Contract Sections 6.2(f)(i) and (ii) Location Work Order # Labor UG00320 / P-12425 1 $ 6,825.00 $ 6,825.00 UG00012 / P-12367 1 $ 6,825.00 $ 6,825.00 $ - $ - $ - $ - *** $ 13,650.00 Materials *** $ - *** $ 13,650.00 CR Labor Subtotal Itemized Breakdown of Work Quantity Unit PriceDescription Flagging Fee Flagging Fee Amount 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) Clayton Johnston VP of Construction Charles Smith Regional Manager Approvals Magellan Sign-Off 1/19/2026 1/20/2026 Jamie Knutson, P.E. City Engineer 1/20/2026 No CR-2026-0045 ITG Michael Regan PM Broadband Implementation Waterloo Fiber/Eric Lage Retainage Will Be Subject To The Withholdings and Release Set Forth In The Contract Sections 6.2(f)(i) and (ii) Change Order Request Clayton Johnston VP of Construction Client/Owner 2/3/2026 ($38,607.87)Change Order Name: Construction Contractor Name (Attn) Magellan Project Manager: Client/Owner (Attn) Change Order Type Change Order Cost: Request Date: Requested By: Entrust Sign-Off Design/Engineering Change Request Overview Description of Change (include location) Reason for Change Labor & material pricing came from the original BoM pricing approved by Waterloo Fiber and the City of Waterloo associated with Contract # 1088Material Submittals/ Specifications Due to Occupancy Fees (~$30,000 Year 1 with an increase of 5-10% each year thereafter) associated with DOT permit UG00272, the decision was made to remove 5 businesses in this area from the FTTH design. Construction to these businesses may be considered as part of a future project, timeframe unknown. The following Change Order has been created to account for a deduction in construction labor and materials associated with the design area near Fletcher Ave, Highway 218 and Westfield Ave in Task Order 15 / LCP 059. Location Work Order # Labor Underground - Buried Labor 161 $ 13.75 $ 2,213.75 -161 $ 15.85 $ (2,551.85) -2,199 $ 11.95 $ (26,278.05) -2,199 $ - $ - -2,660 $ 1.20 $ (3,192.00) -4 $ 150.00 $ (600.00) -10 $ 28.00 $ (280.00) -10 $ 32.00 $ (320.00) -5 $ 200.00 $ (1,000.00) -7 $ 25.00 $ (175.00) -7 $ 1.00 $ (7.00) *** $ (32,190.15) Materials Fiber Material -2,660 $ 1.32 $ (3,511.20) Underground Material -2,360 $ 0.38 $ (896.80) -2,199 $ 0.11 $ (241.89) -4 $ 339.52 $ (1,358.08) -5 $ 81.95 $ (409.75) *** $ (6,417.72) *** $ (38,607.87) Directional Bore (1) 1", (0) 2", (0) 1.25" -->[LF] Install #12 AWG Insulated Tracer Wire -->[LF] Directional Bore (1) 1", (0) 2", (2) 1.25" -->[LF] CR Labor Subtotal Sawcut, Remove and Replace Asphalt 6" Thick -->[SqrFt] Sawcut, Remove and Replace Asphalt 6" Thick -->[SqrFt] Installation, Small Vault, 13” x 24” (Composite) -->[EA] Installation, Underground Fiber Cable - Including Slack (Micro fiber must be blown in) -->[LF] Testing, OTDR, Uni-Directional, Power Meter Testing -->[EA] Splicing, Fusion, Single Fiber -->[EA] Install New Splice Case & Prep Cable -->[EA] Directional Bore (0) 1", (0) 2", (2) 1.25" -->[LF] Itemized Breakdown of Work Quantity Unit PriceDescription 1” HDPE Roll Conduit, Orange – SDR 11 -->[FT] Amount Commscope CSC100 Micro Closure -->[EA] 96 CT Micro Fiber Cable -->[FT] CR Materials Subtotal TOTAL CR COST Small Vault, 13” x 24” - Composite -->[EA] #12 AWG Solid Thhn Insulated Tracer Wire -->[FT] 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) Clayton Johnston VP of Construction Charles Smith Regional Manager Approvals Magellan Sign-Off 2/9/2026 2/9/2026