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HomeMy WebLinkAbout09.16.2026 Telecom Board Agenda BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Ritch Kurtenbach Mike Young Amy Wienands City Council Liaison: Steve Schmitt September 16, 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 September 2, 2026, special session, as presented. 4. Resolution No. 2026-13 approving payment of bills for August 2026. 5. Resolution No. 2026-14 approving an Employment Agreement with Rob Houlihan for the position of Chief Executive Officer and General Manager. 6. Motion approving purchase of CGNAT Router equipment in the amount of $64,760.50. 7. Update from General Manager and consultants. 8. Adjourn. Kelley Felchle Board Secretary WATERLOO Telecommunications Utility Board of Trustees AUGUST 2026 CAPITAL EXPENSE EN ENGINEERING, LLC PROJECT MANAGEMENT AND SUPPORT 80,285.19$ ITG COMMUNICATIONS, LLC FIBER INSTALLATION 463,847.76$ MARTINEZ CONCRETE HUT 3 ELECTRICAL WORK 6,806.80$ AUGUST 2026 OPERATING EXPENSE ADVANTAGE ADMINISTRATORS, INC HEALTH INSURANCE 1,987.59 AMAZON CAPITAL SERVICES SUPPLIES 1,619.97 AVESIS VISION INSURANCE 137.31 BEN STINEMAN REIMBURSEMENT 107.32 CALIX, INC OPERATIONS, SERVICE CLOUD, SOLUTION AND SUPPORT 3,465.08 CAMVIO, INC CUSTOMER BILLING SYSTEM 2,612.50 CEDAR FALLS UTILITIES MARKETING 3,710.00 CEDAR RAPIDS TV, LLC WHOLESALE BANDWIDTH 4,585.00 CINTAS, CORP BUILDING MAINTENANCE 141.49 COLOFF MEDIA ADVERTISING 2,419.00 COMPLIANCE SOLUTIONS, INC CONSULTING 450.00 CONSORTIA CONSULTING, INC CONSULTING 4,200.00 CV HOME BUILDERS ASSOCIATION ADVERTISING 700.00 DELTA DENTAL OF IOWA DENTAL INSURANCE 788.58 ELAN FINANCIAL SERVICES SUPPLIES/ADVERTISING 8,763.38 EMC INSURANCE INSURANCE 44,604.00 ENVIRONMENTAL SYSTEMS RESEARCH IN CONSULTING 1,500.00 FUSE TECHNIC, LLC CONSULTING 9,275.00 GEARHART TALENT CONSULTING CONSULTING 899.50 HURRICANE ELECTRIC, LLC INTERNET EXCHANGE 400.00 IMON COMMUNICATIONS, LLC TELEPHONE SERVICE 1,758.77 IOWA DEPARTMENT OF REVENUE SALES TAX 814.94 ITG COMMUNICATIONS, LLC INSURANCE ON STORAGE 500.00 KIELKOPF ADVISORY SERVICES, LLC CONSULTING 1,788.75 LAMAR COMPANIES ADVERTISING 5,355.00 LESLEY WILDER BUILDING MAINTENANCE 700.00 LINCOLN SAVINGS BANK DEPOSIT SLIPS 116.18 MENARD, INC SUPPLIES 147.93 MIDAMERICAN ENERGY COMPANY HUT UTILITIES 830.98 NRTC ISP TECH SUPPORT 1,000.00 ORKIN BUILDING MAINTENANCE 96.30 PAYMENTUS CORPORATION A/R TRANSACTION FEES 562.11 POWER & TELEPHONE SUPPLIES 2,168.20 RENDER NETWORKS, INC TECHNOLOGY SERVICES 4,995.00 RON STEELE ADVERTISING 1,500.00 SEGRA DARK FIBER 6,400.00 SWISHER & COHRT, P.L.C.LEGAL 300.00 T-MOBILE TECHNOLOGY SERVICES 265.59 THE COURIER/COLUMN PBC LEGAL PUBLISHING 98.52 THOMPSON SHOES WORK BOOT ALLOWANCE 149.80 TWIN TREES, LLC OFFICE RENT 14,825.33 UNDERGROUND LOCATION COMPANY TECHNOLOGY SERVICES 1,068.30 VOYANT SOLUTIONS, LLC PHONE SERVICE 508.58 WATERLOO BLACK HAWKS HOCKEY ADVERTISING 3,000.00 WELLMARK HEALTH INSURANCE 13,369.13 CUSTOMER REFUNDS REFUNDS 141.02 1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into on September 16, 2026, by and between the Waterloo Telecommunications Utility, Waterloo, Iowa, d/b/a Waterloo Fiber, a municipal communications utility (the “Employer”), and Rob Houlihan (the “Employee”), each of whom understand as follows: WHEREAS, Employer desires to employ the services of Employee to serve in the capacity of Chief Executive Officer and General Manager; and WHEREAS, it is the desire of the Board of Trustees of the Waterloo Telecommunications Utility (hereinafter the “Board”), to provide certain benefits, establish certain conditions of employment, and set working conditions of said Employee; and WHEREAS, it is the desire of Employer to secure and retain the services of Employee, to provide inducement for him to continue to remain in such employment, and to provide a means for terminating Employee’s services at such time as he may be unable to fully dischar ge his duties or when Employer may otherwise desire to terminate his employment; and WHEREAS, Employee desires to be employed as Chief Executive Officer and General Manager of the Waterloo Telecommunications Utility. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: 1. Term of Agreement 1.1. Employee understands that he serves as Chief Executive Officer and General Manager at the discretion of the Board. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the Board to terminate the services of the Employee, at any time, subject only to the provisions set forth in this Agreement. 1.2. This Agreement shall expire on September 29, 2031, or upon termination of Employee’s employment, whichever occurs first. The Agreement shall be automatically renewed for an additional five-year term unless one party delivers to the other party a written notice of non- renewal on or before September 29, 2031. 1.3. Nothing shall prevent, limit or otherwise interfere with the right of the Employee to resign at any time from his position with the Employer, subject only to the provisions set forth in this Agreement. 2. Compensation 2.1. Base Salary: Employer agrees to pay Employee an annual base salary of $250,000.00 per calendar year payable biweekly in equal installments. Effective January 1 of each calendar year, commencing on January 1, 2027, Employee’s annual base salary shall be increased by 2% as a cost-of-living adjustment. The amount of the annual base salary shall be set by Board resolution, which resolution, when adopted, shall become part of this section of the Agreement. This Docusign Envelope ID: 24A1F91F-5211-80B7-8158-26946AEC216F 2 Agreement shall be automatically amended to reflect any other salary adjustments provided or required by the Employer’s compensation policies. 2.2. Customer Sign-up Incentive Pay: In recognition of the vital role that the Employee serves in operating the Employer’s business and ensuring the timely and high-quality delivery of services to the Employer’s customers, and as an incentive for the Employee to oversee and direct a customer-driven organization so as to subscribe and maintain the greatest number of customers for the services offered or to be offered by the Employer, the Employer desires to offer incentive compensation to the Employee as described in the Waterloo Fiber Incentive Compensation Plan. Each calendar year during the term of this Agreement, after eligibility under the Incentive Compensation Plan has been reached, the Employee shall be entitled to receive an incentive payment (the “Incentive”) calculated as set forth in said Plan. Except as set forth in Section 2.3 below, the Employer shall pay the Incentive to the Employee no later than March 31 of the following year. 2.3. Incentive Forfeiture and Repayment: Notwithstanding anything to the contrary in Section 2.2, Employee shall forfeit the Incentive in its entirety if, at any time before the Incentive is paid, (a) the employment of Employee is terminated for cause, as defined in Section 5 below, or (b) such employment is terminated for reasons other than cause but Employee has violated any of the restrictive covenants set forth in Section 13. If, during any post-employment period in which the restrictive covenants set forth in Section 13 are in force, the Employee is found to have engaged in conduct that violates any of such restrictive covenants, then in the Employer’s sole discretion and upon written demand the Employee shall be required to repay to the Employer the most recent Incentive payment received by the Employee. In addition to other methods, repayment may occur by offset against any severance payments owed. 2.4. Employer shall not, at any time during this Agreement, reduce the base salary or other benefits of Employee, except to the degree that such reduction occurs across-the-board for all employees of Employer. This provision shall not apply to the incentive pay structure detailed in Section 2.2 of this Agreement. 3. Performance Evaluation 3.1. The Board shall review and evaluate the performance of the Employee at least once annually. Said review and evaluation will be fair and reasonable based on the Employee’s job description on file and job performance based on criteria developed by Employer. Further, t he Board shall provide the Employee with a summary written statement of the Board’s performance review and evaluation and provide an adequate opportunity for the Employee to discuss his evaluation with the Board. 3.2. Annually, the Board and Employee shall define such goals and performance objectives which they determine necessary for the proper operation of the Waterloo Telecommunications Utility and in the attainment of the Board’s policy objectives and shall further establish a relative priority among those goals and objectives, said goals and objectives to be reduced to writing. They shall generally be attainable within the time limitations as specified and the annual operating and capital budgets and appropriations provided. Docusign Envelope ID: 24A1F91F-5211-80B7-8158-26946AEC216F 3 3.3. In effecting the provisions of this section, the Board and Employee mutually agree to abide by the provisions of the applicable law. 4. Resignation 4.1. In the event Employee voluntarily resigns his position with Employer during his employment, Employee shall give Employer thirty (30) days’ written notice in advance unless the parties mutually agree otherwise. 4.2. If Employee voluntarily resigns his position with Employer within the first two years of employment, employee shall not receive payment for unused vacation, sick, and casual time, and other benefits. 4.3 In the event Employee voluntarily resigns his position with Employer after the first two years of employment and provides written notice, Employee shall receive payment for unused vacation, sick and casual time, and other benefits usually paid other Employees at separation pursuant to Employer's policies and procedures, unless otherwise specified in this Agreement. 4.4. If Employee does not provide proper written notice and voluntarily resigns from this position with Employer during employment, Employee shall not be entitled to receive any severance benefits, except he shall be eligible to receive payment of unused vacation, sick and personal time consistent with what is usually paid to other employees who voluntarily resign without proper written notice. 5. Termination for Cause 5.1. Employer may immediately terminate this Agreement at any time for cause. If Employee is terminated for cause, he shall receive no severance pay, except he shall be eligible to receive payment for unused vacation, sick and personal time and other benefits usually paid other Employees who are terminated for cause pursuant to the Employer’s policies and procedures. 5.2. For purposes of this Agreement, the term “for cause” shall mean, in the Board’s judgment, (a) serious misconduct, including but not limited to conduct, whether personal or professional, that may bring public embarrassment or disgrace to the Employer, (b) conviction of a serious violation of law or regulations, (c) documented unsatisfactory performance consistent with regulations set forth in the employee handbook, (d) failure to meet goals and performance objectives set by the Board, or (e) material breach of any of the terms of this Agreement, particularly including but not limited to any of the restrictive covenants set forth in Section 13. 6. Termination Without Cause; Severance 6.1. In the event Employer wishes to terminate employment without cause, it may do so by giving the Employee 30 days’ notice in writing. In such event, the Employee, if requested by the Employer, shall continue to render his services and shall be paid his regular compensation to the date of termination per the written notice. 6.2. Upon termination without cause the Employee shall be entitled to 90 calendar days of severance pay from the termination date and payment of unused vacation, sick and casual time Docusign Envelope ID: 24A1F91F-5211-80B7-8158-26946AEC216F 4 and other benefits usually paid other Employees at termination pursuant to Employer's policies and procedures. 6.3. All health insurance benefits the Employee is participating in at the time of separation shall also continue for 90 calendar days after the date of employment termination. 6.4. With respect to any severance payments made to the Employee, the Employer agrees to pay the Employee every two weeks equal to 90 calendar days’ aggregate salary minus any and all applicable taxes, plus continue paid health insurance payments for the same duration. 7. Health and Dental, Disability, Pension and Life Insurance Benefits Employer will provide for leaves of absence and other benefits, including health and dental insurance, life insurance, pension plan, and disability coverage that are consistent with the Employer’s policies and procedures. 8. Work Hours 8.1. It is recognized that Employee must devote a significant time outside the normal office hours to the business of the Employer, and to that end Employee will be allowed appropriate flexibility in his normal office hours, as approved by the General Manager. 9. Paid Time Off - Sick, Vacation, Casual, Holidays, and Moving Expense 9.1. Sick Time: Employee will be credited 25 hours of sick time upon employment through December 31, 2026. A bank of 96 hours of sick time will be accrued annually on January 1 of each calendar year, commencing on January 1, 2027. 9.2. Casual Time: Employee will be credited 8 hours of personal time upon employment through December 31, 2026. On January 1, 2027, and January 1 of each calendar year thereafter Employee will receive 32 hours of personal time. 9.3. Vacation Time: Employee will be credited 41 hours of vacation time upon employment through December 31, 2026. A bank of 160 hours of vacation time will be accrued annually on January 1 of each calendar year, commencing on January 1, 2027. 9.4. Holidays: Employee is considered to be on-call twenty-four (24) hours a day; however, unless his services are needed, the Employee shall not be required to work on those days which have been designated as holidays by the Waterloo Telecommunications Utility. 9.5. Moving Expense: Employer acknowledges that Employee is moving to Iowa to take this position. Employer agrees to reimburse Employee for moving expenses, including the following: Transporting household items, one time travel costs for flights or gas, and thirty days of temporary housing or storage of possessions. Employee shall provide receipts for reimbursement within thirty days of incurring the cost. Reimbursement payment shall be issued as an accounts payable check. Docusign Envelope ID: 24A1F91F-5211-80B7-8158-26946AEC216F 5 10. Retirement 10.1. The IPERS pension plan will be available for the Employee to participate. The Employer will contribute the state mandated employer match into the plan. 11. General Business Expenses 11.1. Professional Dues and Subscriptions: Employer agrees to budget for and to pay for reasonable professional dues and subscriptions of the Employee necessary for continuation and full participation in national, regional, state, and local associations, and organizations necessary and desirable for the Employee’s continued professional participation, growth, and advancement, and for the good of the Employer. 11.2. The Employer acknowledges the value of having Employee participate and be directly involved in local civic clubs or organizations. Accordingly, Employer shall pay for the reasonable membership fees and/or dues to enable the Employee to become an active member in said clubs or organizations. 11.3. Travel Expense: Employer agrees to pay for eligible and properly approved travel expenses of Employee according to policies and procedures adopted by the Board. Receipts for all expenses, meeting agendas, Employee expense reports and any other documents required by policy shall be attached to paperwork submitted for payment, in accordance with bill payment policies and procedures adopted by the Board. Such documents shall be submitted as soon as possible after expenses are incurred. 11.4. The Utility agrees to reimburse the Employee for approved expenses as soon as possible after proper documentation is provided. Reimbursement will be made in accordance with the Utility’s bill payment schedule. 11.5. Employer shall furnish the Employee all equipment, material, manpower and transportation necessary to the efficient performance of the official duties of Employee’s position as determined by the Board. 12. Miscellaneous 12.1. Employee shall perform those duties as outlined in the job description approved by the Board, which establishes the Chief Executive Officer and General Manager position. 12.2. Employee shall devote his full time and talents to the best of his ability and to the best interest of the Waterloo Telecommunications Utility, in the discharge of his duties. 12.3. The employment provided for by this Agreement shall be the Employee’s primary employment. Any outside activity or employment duties may only be performed by Employee during Employer non-working hours and must not interfere with Employee’s ability to properly perform his job duties for Employer or pose a conflict of interest with Employer. When such outside employment consists of professional consultation or other related services, prior approval must be received from the General Manager. Docusign Envelope ID: 24A1F91F-5211-80B7-8158-26946AEC216F 6 12.4. Employer agrees that it shall defend, hold harmless, and indemnify the Employee against any tort, professional liability from all demands, claims, suits, actions, errors, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee’s duties in legal proceedings brought against him in his individual capacity or in his official capacity, provided the incident arose while he was acting within the scope of his employment and not attributable to the Employee’s gross negligence or willful misconduct. 12.5. If in the good faith opinion of the Employer and Employee, conflict exists as regards to the defense of any such claim between the legal position of the Employer and the Employee, the Employee may engage counsel, in which event the Employer shall indemnify the Employee for the reasonable cost of legal counsel. 12.6. The Employer agrees to pay all reasonable litigation expenses of Employee throughout the pendency of any litigation to which the Employee is a party, witness or advisor to the Employer. Such expense payments shall continue beyond Employee’s service to the Employer as long as litigation is pending. 12.7. Employer agrees to pay Employee reasonable consulting fees and travel expenses when Employee serves as a witness, advisor or consultant to Employer regarding pending litigation, if the Employee is no longer working for the Employer at that time. 12.8. Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law. 12.9. Employee acknowledges that the Employer is in an organizational phase and certain policies and procedures relating to the organization are being developed. Employee agrees to work with the Board to develop policies and procedures for the Employer and abide by such policies and procedures upon adoption by the Board. 13. Restrictive Covenants 13.1. Covenant Against Disclosure of Confidential Information and Competitive Employment: During the term of Employee’s employment with the Employer, and at any time after the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee shall not use for any purpose other than the Employer’s purposes, or disclose to any person or entity except as necessary in the ordinary conduct of Employer’s business and subject to the recipient’s execution of a non-disclosure agreement, any confidential information acquired during the course of his employment with the Employer. Employee shall not, directly or indirectly, copy, take, or remove from the Employer ’s premises, any of the Employer’s books, records, customer lists, or any other documents or materials. The term “confidential information” as used in this Agreement includes, but is not limited to, records, lists, and knowledge of the Employer’s customers, methods of operation, plans, processes, trade secrets, and personnel records, as the same may exist from time to time, subject to such disclosures may be required under the Iowa Open Records Law. For a period of two (2) years from the date of voluntary or involuntary separation of Employee’s employment with Employer, Employee shall not accept employment with any municipal telecommunications utility within a 30-mile radius of the city limits of Waterloo without the express written consent of the Board. Docusign Envelope ID: 24A1F91F-5211-80B7-8158-26946AEC216F 7 13.2. Non-solicitation of Customers: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee shall not solicit, induce, or attempt to induce any past or current customer of the Employer (a) to cease doing business in whole or in part with or through the Employer; or (b) to do busin ess with any other person, firm, partnership, corporation, or other entity which performs services materially similar to or competitive with those provided by the Employer. 13.3. Non-solicitation of Employees: During the term of Employee’s employment with the Employer and for a period of two (2) years from the voluntary or involuntary termination of Employee’s employment with the Employer for any reason whatsoever, Employee shall not solicit for employment or employ, or solicit for engagement or engage as an independent contractor, any employee of the Employer, nor induce, influence, recruit, encourage or othe rwise attempt to cause any employee of the Employer to terminate his or her employment with the Employer. 13.4. Remedies: In addition to all the remedies otherwise available to the Employer, including, but not limited to, recovery from Employee of damages and reasonable attorneys’ fees incurred in the enforcement of this Agreement, the Employer shall have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the terms of this Agreement. All the Employer’s remedies for breach of this Agreement shall be cumulative, and the pursuit of one remedy shall not be deemed to exclude any other remedies. 13.5. Reasonableness of Restrictions: Employee has carefully read and considered the provisions of this Section 13 and, having done so, agrees that the restrictions set forth herein (including, but not limited to, the time period of restriction and the geographical areas of restriction) are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Employer. 14. General Provisions 14.1. Integration: This Agreement sets forth and establishes the entire understanding between the Employer and the Employee relating to the employment of the Employee by the Employer. Any prior discussions or representations by or between the parties are merged into and ren dered null and void by this Agreement. The parties by mutual written agreement may amend any provision of this Agreement. 14.2. Binding Effect: This Agreement shall be binding on the Employer and the Employee as well as their respective heirs, assigns, executors, personal representatives and successors in interest. 14.3. Effective Date: This Agreement shall become effective on Employee’s first date of employment on September 28, 2026. 14.4. Severability: The invalidity or partial invalidity of any portion of the Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the remaining provisions shall be deemed to be in full force and effect as if Docusign Envelope ID: 24A1F91F-5211-80B7-8158-26946AEC216F 8 they have been executed by both parties subsequent to the expungement or judicial modifications of the invalid provision. 14.5. Other Terms and Conditions of Employment: Employer, in consultation with the Employee, may fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Employee, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, policies, or any other law. 14.6. Governing Law: This Agreement shall be governed by the laws of the State of Iowa. 15. Notices 15.1. Notices pursuant to this Agreement shall be given by deposit in the custody of the United States Postal Service, postage prepaid, addressed as follows: Employer: Board Secretary City Hall 715 Mulberry Street Waterloo, IA 50703 Employee: Rob Houlihan ____________ _____________ (or to his most recent residence address as shown in the personnel or payroll records of the Employer) Alternatively, notices required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial practice. Notice shall be deemed given as of the date of personal service or as the date of deposit of such written notice, postage prepaid, in a US Postal Service receptacle. 16. Disputes 16.1. Informal Negotiation: The parties shall initially attempt to resolve all claims, disputes, or controversies arising under, out of, or in connection with this Agreement by conducting good faith negotiations. The dispute shall be considered to have arisen when one party sends to the other party a written notice of dispute. If the parties are unable to resolve the matter following good faith informal negotiations within thirty (30) days, the parties agree to submit the dispute to mediation. 16.2. Mediation: Within fourteen (14) days following the expiration of the time period for informal negotiations in 16.1, the parties shall attempt to agree upon a neutral and qualified mediator to assist the parties in resolving the dispute. If the parties fail to agree upon a mediator, the parties shall request the American Arbitration Association (“AAA”) to appoint a qualified mediator for a mediation to be held in Black Hawk County, Iowa. The period for mediation shall commence upon the appointment of the mediator and shall not exceed sixty (60) calendar days, unless such time period is extended by mutual agreement of the parties. The mediator’s fees and Docusign Envelope ID: 24A1F91F-5211-80B7-8158-26946AEC216F Rob Houlihan 8115 N 18th St #139, Phoenix, AZ 85020 9 AAA fees shall be shared equally by the parties, but otherwise the parties will bear their own costs for mediation. If the parties are unable to resolve the matter through informal negotiations or mediation, the parties agree to submit such dispute to arbitration, which the parties agree shall be the exclusive means for resolving disputes which the parties cannot otherwise resolve as described above. 16.3. Arbitration: Subject to prior compliance with the requirements of Sections 16.1 and 16.2, any dispute may be resolved by arbitration conducted pursuant to Chapter 679A of the Code of Iowa. The parties shall attempt to agree in writing upon a neutral and qualified arbitrator within fourteen (14) days following the delivery of written notice by either party to the other party setting out the dispute in general terms and requesting that the dispute be resolved by arbitration. If the parties cannot agree upon a single arbitrator, each party shall appoint its own arbitrator, and the arbitrators so appointed shall themselves appoint at least one additional arbitrator to ensure that there are an odd number of arbitrators. The decision of the arbitrator, or , in the case of more than one arbitrator, the simple majority decision of such panel of arbitrators, shall determine all issues in dispute between the parties. Said decision shall be final and binding and shall not be subject to appeal on a question of fact, law, or mixed fact and law, except as permitted under Chapter 679A. Arbitration shall be conducted in Waterloo, Iowa. Fees of the arbitrator(s) shall be shared equally by the parties, but otherwise each party will bear its own arbitration costs, including but not limited to attorney’s fees and expenses. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement while the dispute is being resolved. 16.4. Discovery in Arbitration: Consistent with the expedited nature of arbitration, each party will, upon written request of the other party, promptly provide the other with copies of documents legally relevant to the issues raised by any claim or counterclaim. Any dispute regarding discovery or the relevance or scope thereof shall be determined by the arbitrator(s), which determination shall be conclusive. All discovery shall be completed within sixty (60) days following appointment of the arbitrator(s). 16.5. Remedies: The arbitrator(s) may grant any relief available at law or in equity, including but not limited to equitable remedies of specific performance and injunction. Because the Employer will be irreparably damaged if the restrictive covenants set forth in Section 1 3 are not specifically enforced, it shall be entitled to an injunction restraining any violation of the said provisions by the Employee, or to any other appropriate decree of specific performance, in addition to any other remedies allowed by applicable law. The Employee hereby waives any requirement that the Employer post bond or show the likelihood of damages as a condition to issuance of a writ of injunction. 16.6. Attorney Fees: In the event of any mediation or arbitration to interpret, settle or enforce any of the provisions of this Agreement, each party shall bear its own attorney’s fees and costs, except that the Employee shall bear the reasonable attorney’s fees and expenses incurred by the Employer in any dispute where the Employee is found to have violated any of the restrictive covenants set forth in Section 13. IN WITNESS WHEREOF, the Waterloo Telecommunications Utility has caused this Agreement to be signed and executed by the Board Chair as duly authorized by resolution of the Board and duly attested by the Board Secretary. Docusign Envelope ID: 24A1F91F-5211-80B7-8158-26946AEC216F 10 EMPLOYEE EMPLOYER _________________________ By: ___________________________ Rob Houlihan Andy Van Fleet, Board Chair Attest: _________________________ Kelley Felchle, Board Secretary Docusign Envelope ID: 24A1F91F-5211-80B7-8158-26946AEC216F RECOMMENDATION TO CHANGE PLATFORMS Network Platform Decision Migrate a back-end system for Network Operations September 16, 2026 THE CASE FOR CHANGE Replacing a back-end system on the Waterloo Fiber network 1 Why we're changing •Replacing a back-end system (hardware and software) currently in place for the Waterloo Fiber network •This solution manages IP addresses for the subscriber network 2 Current solution •Installed in 2023 (for significantly higher cost) with 3 years of support •It was over-engineered for our subscriber base •We expect to recoup some funds by selling the hardware •Retiring it avoids $16,805.78/yr in support costs going forward 3 Recommended: new platform •Runs on commodity hardware, better suited to our subscriber base •Significantly less expensive than the current solution •Upfront cost: $64,760.50 •Ongoing support: $7,850/yr •Break-even around year 4 netElastic 4699 Old Ironsides Drive, Suite 400 Santa Clara, CA, 95054 USA Quote Date: Sep 8, 2026 Quote Number : 2139439000108303015 ACCOUNT: Waterloo Fiber 625 Glenwood St. Waterloo, IA  50703 United States Requester: Preparer: Expires: Customer: Project: - Ben Stineman - Tom Mitchell - Oct 8, 2026 - Waterloo Fiber - Waterloo CGNAT Router (2026) Qty Product SKU and Description Unit Price Total 2 VRTR-80G $ 8,000.00 $ 16,000.00 vRouter Software and License up to 80Gbps - Perpetual License. 2 LIC-CGN4 $ 5,000.00 $ 10,000.00 Enables CGNAT features on vRouter. Standard capacity to 4M sessions. Perpetual License. 4 SUP-VRTR-80G-N $ 1,950.00 $ 7,800.00 Annual Support and Software Maintenance for VRTR-80G CGNAT 2 SVR-XR5-4XA-24C $ 13,730.25 $ 27,460.50 Dell XR5610, AC, 24C, 64G, 4x 25GbE, 480G w/ 39 Months Dell Support & Rails for 2/4 post racks. 2 PRO-SVRINST $ 500.00 $ 1,000.00 Server Prep & Software Installation 1 LIC-BNG-MGR $ 2,500.00 $ 2,500.00 BNG Manager. Web based management, visability, and troubleshooting. Sub Total $ 64,760.50 Tax $ 0.00 Grand Total $ 64,760.50 Terms and Conditions All prices in US Dollars. Taxes and Bank Transfer fees are not included unless specified. Customer is responsible for applicable taxes, duties, and payment processing fees. Net terms available for licenses upon pre-approval. First year of software upgrades and support included. Extended support available for purchase. Additional terms and conditions may apply. Hardware must be prepaid. Hardware pricing subject to change at any time. Shipping is Prepay and Add.