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CC - Item 5C - Approval of the FiberCity License AgreementROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: BEN KIM, CITY MANAGER tj)k—/ DATE: JANUARY 10, 2023 SUBJECT: APPROVAL OF THE FIBERCITY LICENSE AGREEMENT SUMMARY At the March 8, 2022, City Council meeting, SiFi Networks (SiFi) provided a presentation on their FiberCity brand. FiberCity is a privately owned fiber optic network that provides infrastructure to support gigabit speed internet service to every property within a city including residences, businesses, commercial, and City facilities. At the October 25, 2022, City Council meeting, staff presented an overview of FiberCity including benefits and costs, comparison of internet service provider (ISP) rates, and results of staff's outreach to cities currently implementing FiberCity. After City Council consideration and discussion of the item, the City Council directed staff to develop a license agreement (Agreement) with SiFi for the implementation of FiberCity in Rosemead. In response, staff from the Public Works Department and City Attorney's Office collaborated with SiFi to develop a draft Agreement. Staff is requesting that the City Council authorize the City Manager or his designee to execute the Agreement and proceed with the process to add staffing to support the implementation of FiberCity. DISCUSSION At the March 8, 2022, City Council meeting, SiFi provided a presentation on their FiberCity brand. FiberCity is a privately owned fiber optic network that provides infrastructure to support gigabit speed internet service to every property within a city including residences, businesses, commercial, and City facilities. Through FiberCity, SiFi constructs and maintains fiber optic infrastructure and leases the infrastructure to ISPs. In turn, the ISPs deliver broadband internet service to residences and businesses at a competitive fee. The infrastructure is open access and can be used concurrently by multiple approved ISPs to provide additional broadband options to the community. At the March 22, 2022, City Council meeting, Council Member Dang requested staff to agendize the FiberCity item for further discussion at a future City Council meeting. At the October 25, 2022, City Council meeting, staff presented the benefits and costs of implementing FiberCity, the approximate internet service rates provided by ISPs currently serving the City versus potential ISP rates utilizing the FiberCity system, and results of staff's AGENDA ITEM 5.0 City Council Meeting January 10, 2023 Page 2 of 5 outreach to cities currently implementing FiberCity. The October 25, 2022, staff report, subject title, "Discussion on FiberCity" and presentation slides are included in Attachment A. City Council Discussion and Direction to Staff After City Council consideration and discussion, the City Council provided the following directions/requests to staff: 1. Minimize disruption to the community, and City operations and services during the implementation of FiberCity. 2. Minimize impacts to City infrastructure as much as practicable. 3. Establish a timeframe for completion of FiberCity. 4. Ensure that all costs incurred by the City in support of the delivery of FiberCity is reimbursed by SiFi. 5. Ensure the Public Works Department has adequate staffing levels to support the delivery of FiberCity. 6. Develop a license agreement (Agreement) with SiFi for the implementation of FiberCity in Rosemead. SiFi License Agreement At the direction of the City Council, staff from the Public Works Department and City Attorney's Office collaborated with SiFi to develop a final draft Agreement. The requirements of the Agreement ensures that the implementation of FiberCity is in the City's best interest and will minimize impacts to City operations, services, infrastructure, and the community as much as practicable. The Agreement is included in Attachment B and the key components of the Agreement include the following: 1. The initial term of the Agreement is thirty (30) years. A subsequent thirty (30) year renewal term is permissible with City Council approval (Section 2.2). 2. The construction of FiberCity infrastructure will be reviewed, approved, and inspected by staff through the City's Public Works/Encroachment permitting process (Section 2.3). 3. SiFi will reimburse the cost for the City to retain two full-time positions, a Project Manager and Single Point of Contact (SPDC) to support delivery of FiberCity in the total annual amount of $350,000 (Section 2.3.4). 4. SiFi will use commercially reasonable efforts to commence construction on or before a date that is twenty-four (24) months after the effective date of the Agreement and complete construction on or before forty-eight (48) months after the commencement of construction (Section 4.1). 5. Construction working hours will be Monday through Friday from 7:00 AM to 7:00 PM, with the hour between 6:00 PM and 7:00 PM reserved for site clean-up and demobilization (Section 4.1.2). City Council Meeting January 10, 2023 Page 3 of 5 Additional Staffing The implementation of FiberCity requires significant staff resources to review and approve construction plans/permits and perform construction inspections and coordination. Staffs assessment is that current staffing levels could not support the delivery of FiberCity without significantly impacting current engineering operations and services. Based on the scope of work to support delivery of FiberCity and information gathered during outreach to cities currently implementing FiberCity, the City would require the addition of one (1) full-time Associate Engineer and one (1) full-time Public Works Inspector to adequately support the implementation of FiberCity. The costs for these positions is based on actual hours worked to support the delivery of FiberCity and will be reimbursed by SiFi through monthly invoices submitted by the City to SiFi. During the implementation of FiberCity, there may be periods when the Associate Engineer and Public Works Inspector are not providing FiberCity support. During these periods, both positions will provide engineering and construction management and inspection (CMCI) services to deliver the City's Capital Improvement Program (CIP) projects. Currently, the Public Works Department primarily utilizes consultants to provide engineering services including the preparation of construction bid documents (plans, specifications, and estimates), and CMCI services. The addition of the proposed positions will allow Public Works to perform engineering and CMCI services in-house and will result in cost savings by decreasing the City's reliance on consultant services, which generally have a higher cost compared to City staff salaries. To confirm the cost savings, staff performed a cost evaluation that included a salary survey of full- time staff from surrounding cities and market value survey of consultant hourly rates for the Associate Engineer and Public Works Inspector positions. Results of the cost evaluation and estimated maximum full-time City staff salary and consultant hourly cost are shown in Table 1 and 2 below, respectively. Table 1: Full-time City Staff Cost Estimate City Staff Title Burdened Positions Hourly Rate Annual Hours Annual Cost Associate Engineer $ 84 1 2080 $ 175,000 Public Works Inspector $ 66 1 2080 $ 138,000 Table 2: Consultant Services Cost Estimate Consultant Title Hourly Rate Positions Annual Hours Annual Cost Associate Engineer $ 138 1 2080 $ 287,000 Public Works Inspector $ 118 1 2080 $ 246,000 Based on the cost evaluation, utilizing full-time City staff versus consultant services results in an annual cost savings of approximately $220,000. Both the Associate Engineer and Public Works City Council Meeting January 10, 2023 Page 4 of 5 Inspector positions will be hired at the start of the FiberCity project. Furthermore, upon completion of the FiberCity project, these positions can provide in-house engineering and CMCI services to deliver current and future CIP projects and salaries may be funded by the CIP budget. Based on salary survey results, the approximate range for the Associate Engineer position is recommended at $7,186 — $9,377 per month with an annualized fully burdened cost of $140,700 — $175,000. The approximate range for the Public Works Inspector position is recommended at $5,421 — $7,075 per month with an annualized fully burdened cost of $112,000 — $138,000. The associated costs may be funded directly by CIP budget through its various special revenue and grant funds. The request to add these positions will be presented to City Council for consideration at the FY 22-23 Mid -year Budget Review, tentatively scheduled in March 2023. STAFF RECOMMENDATION It is recommended that the City Council: Authorize the City Manager to execute an agreement with SiFi Networks for the installation of a city-wide fiber optic network. 2. Authorize the City Manager or his designee to proceed with the process to add the positions of Associate Engineer and Public Works Inspector for City Council consideration at the FY 22-23 Mid -year Budget Review. FISCAL IMPACT If approved, the addition of positions and associated fiscal impacts will be presented for City Council consideration in the FY 22-23 Mid -year Budget Review, tentatively scheduled in March 2023. LEGAL REVIEW The Agreement has been reviewed by the City Attorney's Office. ENVIRONMENTAL REVIEW The proposed action involves the minor alteration of existing public infrastructure; therefore, the project is Class 1 Categorically Exempt pursuant to the California Environmental Quality Act (CEQA). STRATEGIC PLAN IMPACT This item is consistent with the City of Rosemead's Strategic Plan Goal C - Infrastructure and Facilities, which is to enhance streets, sidewalks, and public infrastructure; coordinate with City Council Meeting January 10, 2023 Page 5 of 5 relevant utility agencies regarding safety and enhancements; and modernize facilities by expanding the use of wireless network technology and renewable energy. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Prepared by: w4c� C44Vs - Michael Chung, P.E. ('~ Director of Public Works Attachment A: October 25, 2022, Staff Report and Presentation - "Discussion on FiberCity" Attachment B: FiberCity License Agreement Attachment C: Attachment added at the request of Council Member Clark — City of Bellflower Citywide Wireless Network Program Attachment A October 25, 2022 Staff Report and Presentation ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: BEN KIM, CITY MANAGER DATE: OCTOBER 25, 2022 SUBJECT: DISCUSSION ON FIBERCITY :YiluTlu' /: WA At the March 8, 2022, City Council meeting, SiFi Networks (SiFi) provided a presentation on their FiberCity brand. FiberCity is a privately owned fiber optic network that provides gigabit speed internet service to every property within a city. Through FiberCity, SiFi constructs and maintains fiber optic infrastructure and leases the infrastructure to internet service providers (ISPs), creating additional and improved broadband internet service options for the community. At the March 22, 2022, City Council meeting, Council Member Dang requested staff to agendize the FiberCity item for further discussion. Staff has performed a preliminary evaluation of FiberCity and the services provided by the City's current ISPs. The results of the evaluation include a comparison of current ISP broadband internet services rates and proposed FiberCity rates, a summary of the potential benefits and costs for the City to implement FiberCity, and outreach to cities that are currently implementing FiberCity. Staff is requesting that the City Council discuss FiberCity and provide direction to staff. DISCUSSION At the March 8, 2022, City Council meeting, SiFi provided a presentation on their FiberCity brand (Attachment A). FiberCity is a privately owned fiber optic network that provides gigabit speed internet service to every property within a city including residences, businesses, commercial, and city facilities. Through FiberCity, SiFi constructs and maintains fiber optic infrastructure and leases the infrastructure to ISPs. In turn, the ISPs deliver broadband intemet service to residences and businesses at a competitive fee. The infrastructure is open access and can be used concurrently by multiple approved ISPs to provide additional broadband options to the community. At the March 22, 2022, City Council meeting, Council Member Dang requested staff to agendize the FiberCity item for further discussion at a future City Council meeting. Currently, AT&T and Spectrum provide broadband internet service to the City primarily through copper cable infrastructure. AT&T also offers fiber optic broadband intemet to residences and businesses in limited areas within the City. Copper cable transmits data through electricity and provides limited bandwidth and slower transfer of data compared to fiber optic cables which AGENDA ITEM 5.A City Council Meeting October 25, 2022 Page 2 of 4 transmits data through pulses of light. Furthermore, fiber optics provides symmetrical data transfer speeds, meaning both download and upload speeds are the same. Internet service provided through cable typically deliver much slower upload speeds compared to download speeds. Approximate internet service rates for AT&T, Charter, and FiberCity ISP is summarized in Table 1. Table 1 - Monthly Internet Service Rates for ISPs in Rosemead Residential Business Broadband Provider 50 500 300 500 YP Type mbs mbs l b s gp mbs mbs l b s Bp AT&T' Cable/Fiber $60 NA $80' $95' NA $160' Spectrum Cable NA $45 $65 $75 $95 $115 FiberCity ISP Fiber NA NA $70 NA NA $90 1. AT&T provides fiber broadband internet to Rosemead residences and businesses through its "AT&T Fiber" brand. However, AT&T's fiber broadband is only currently available in limited areas in the City. Abbreviations: gbps = gigabit per second mb s = megabit per second NA = Not Available Staff has performed a preliminary evaluation of FiberCity and its Development Agreement (Attachment B). Based on the evaluation, staff has developed a list of potential benefits and costs of implementing FiberCity in Rosemead for City Council consideration. FiberCity - Benefits The potential benefits of FiberCity include: 1. Citywide implementation of fiber optic cable for broadband intemet service, providing higher bandwidth and faster data transfer compared to the City's current ISPs primary use of copper cable. 2. Citywide, open access fiber network that multiple ISPs can concurrently access to provide residences and businesses with additional options for broadband internet. 3. FiberCity provides up to 10 gigabit service to residences and up to 100 gigabit service to businesses. 4. No cost to the City. All applicable costs the City incurs in supporting the delivery of FiberCity such as, but not limited to, plan check, inspection, permits, staff time, are reimbursed by SiFi during the project. 5. SiFi will set $500,000 dollars maintenance security, in the aggregate per year, for the city to draw against should any maintenance issues arise from the FiberCity installation within the public ROW. 6. SiFi will contribute $150,000 per year towards the city employing a dedicated single point of contact to support the installation until the network is fully installed within the public ROW. 7. FiberCity offers an aid program that focuses specifically on supporting disadvantaged families by offering lower broadband internet rates. SiFi allows city staff to set the City Council Meeting October 25, 2022 Page 3 of 4 parameters for which households qualify. This is separate to and any other local, state, or federal program. FiberCity - Costs The potential costs of FiberCity include: 1. Significant impacts to the City's infrastructure including proposed installation of: • Fiber optic conduits within most City roadways. • 40"L x 24"W x 24"H utility chambers. • Approximately seventeen (17) - 50"L x 26"W x 48"H cabinets. • Two (2) - 20'L x 10'W x I I'H aggregation shelters requiring 1,000 square feet of City right-of-way per shelter. Standard drawings of the proposed FiberCity infrastructure are included in Attachment C. 2. Conflicts with future City and utility agency infrastructure projects resulting in potential schedule delays and additional costs. 3. Due to the design/construction approval process, the implementation of FiberCity will require significant staff resources to review and approve public works permits and perform inspections in a timely manner. 4. FiberCity proposes an aggressive permit processing schedule. Based on current engineering staff resources, the proposed schedule may result in disruption to the City's engineering services and operations. 5. Construction of the FiberCity system will impact traffic operations throughout the City for an approximate 24 month construction phase. 6. The City will incur an additional cost to protect in place FiberCity infrastructure during pavement rehabilitation and roadway projects. 7. Based on FiberCity's Development Agreement, the term of the agreement is thirty (30) years. Upon the expiration or termination of the agreement SiFi is not obligated to remove any part of the FiberCity System. Any part of the System abandoned by SiFi will become the property of the City. The abandoned system is a potential liability and burden to the City. City Outreach To gain a full understanding of the FiberCity brand, staff performed outreach to four (4) California cities that are currently implementing FiberCity infrastructure, including City of Fullerton, Placentia, Rancho Cordova, and Simi Valley. The general feedback from each city on their FiberCity experience was positive and included the following comments: • FiberCity is highly responsive to city requests. • Additional city engineering staff is needed to facilitate the FiberCity design/construction process including plan review and inspections tasks. • Additional effort is needed to coordinate and address potential conflicts with FiberCity infrastructure and city infrastructure projects. City Council Meeting October 25, 2022 Page 4 of 4 FiberCity provides effective outreach and communication to the community prior and during construction. Southern California Contractor's Association Letter On September 27, 2022, the City received a letter from the Southern California Contractor's Association (SCCA) stating their concerns with installing shallow fiber optics. The SCCA's letter provided several points of concern for consideration and is included in Attachment D. SiFi staff has evaluated SCCA's letter and provided responses to each of SCCA's points and are included in Attachment E. STAFF RECOMMENDATION Staff recommends that the City Council discuss this item and provide direction to staff. FISCAL IMPACT None. STRATEGIC PLAN IMPACT This item is consistent with the City of Rosemead's Strategic Plan Goal C - Infrastructure and Facilities, which is to enhance streets, sidewalks, and public infrastructure; coordinate with relevant utility agencies regarding safety and enhancements; and modernize facilities by expanding the use of wireless network technology and renewable energy. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process Prepared by: N C� C.� Michael Chung, P.E. 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U w Q o * w m J W LAO c L6I . a w I LL r V w W <2 W L � F Z J'� x3 i 7 F� L F-4 < K Y O K a w I LL r mc W a s •Y W J W i 2 N G uwrrar�n iacaw s s r y Tl da �i Fp fn 4 «` ®! \ « & ~- / dPIN | � �� \; \ \ • / ¢ > / § 2 E ¥ | ' § ) \ ° 6 \ `�\! ! ■! |i| E �|!!!�!!t! |t!i � i \_ /!! ■;..-|. ■\)! !!|j,l,!«■«, ,... §\|]§|) n 2 \ / ¢ > / § 2 E ¥ / ) \ ° E \ } n 2 4 czƒ \ O \ » _ 2 / 2 ° \ / / = 'Q a Eo g f 7 L E / o < u a � I � � � c 4) ca C b \ 0 \ / ) 5 » _ Cl) c Q g / m _ o 3 2 = r / k m // S ƒ/ $ 2$ c 5 2 %_ % 7S c �¥ 2 ƒ2 �/ % E 22 S/ .E JLL m » \/ a e EJ o / ƒ / 3 f 2 & ° § E $ C 2= \ E SL 2 E > g $ E e _ C: _ n Co Co: / e § � k[ k % k $6 7 % U) f $ \ .- \ $ \ § : \_ / \ \ & £ a \ u $ f 2 m @ § £ a » g o /) 5 a� 0mak k ) ® 2 § 7 2 > a 2 \ / % k0 k m- @ © £ a 2 2 0 0 o �� 7 0m _- } o a§/ .g 2 \ _m kt n � = e�f « k\ a) c$ E o f O t 2 2% \ ° � m % \ /� \_2 £ �\ \� m§ # /$ �%R /f \: \a" 7t y $ 2 0 [ § / O= E z= 72 3=� w w a 4 a 741 L=j 0 £ m C: \ 'E \ e = f § ® E m § \ \ 2f± \ ƒ0 (1) CL U)0 ®= K/ /E / § (6 a.§ 0)\ \ f / E CO\ E / 5 ( cu E o 2 �� 02 (Dm. $ cn w/l CL @° _ ®CO 2E 2 2 C) 0 0 7 _{ CU \ / D \ 0 � '= 0 $ 5 \ - @ 2 _ e § ± e cn / mk \ °° E ¥f \ »\ =O 2\k (n ® ® c 2 ° C e § r E 2 £ = e 2% f k/ \ 3 2 ° '0 °° E� _§ (D f 3 g a" g� �§/ \c \ C7 ¥\ �� E\ k\ /a» E §:_ e 2 \- \2:\ k ck k $ \ 0 £ > 2 \ 0 & CL � � :3 u m 7 d E � � 2 9 = 7 ca / ECL \ ES \± CL ® __ X72 M > o �k \ /\ \� 0E ° m 123 (U /� cG =E 3r7 �o 0) 0 >1 %0 %> \ \00 e> / '�® C� m =G /O F\ 2/ °� ƒk22 k. e� CL§ �_� m rm £a �S §.§=R 2211% C a\ " t E \. t\ o eo m« 2k7= >§ 7 E O 2 c e 3« I o m= w w w 4 a y � C) f (j) D \ » D / § C) E / \ § E ƒ k / CZ § 0 / 0 § - ƒ / \ .[ OD 3 2 » ° 6 ° k = ) / o 7 ƒ � Q) g % % / j / # / 6 § E / o $ = 8 / o E ) >0 = o / \ k 0 > 0 / @ ® E OR � y 2 y / §± 0 § \ \ / / / / 0 / \ °t a \ E/ t / / $ 2 / \ \ \ 7 / d Q t§ / 4 L 3 2 2 m � J o Q c O O Attachment B FiberCity License Agreement LICENSE AGREEMENT This License Agreement (the "Agreement") is made this day of January 2023 ("Effective Date"), by and between the City of Rosemead ("City") California, municipal corporation and SiFi Networks Rosemead LLC, a Delaware limited liability company ("SiFi") (each of City and SiFi, a "Party" and collectively, the "Parties"). RECITALS WHEREAS, the City desires to implement a fiber optic network System (as defined below) for community benefit in the City and SiFi desires to install such a System; WHEREAS, SiFi owns the rights to the FOCUS (as defined below) proprietary fiber optic cable System technology; WHEREAS, the City has agreed to grant to SiFi all necessary rights to access and use the Public Way to install, operate, and maintain the System; and NOW, THEREFORE, in consideration of the mutual obligations of the Parties, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties covenant and agree as follows: SECTION 1 1. Dermition of Terms. 1.1 Terms. For the purpose of this Agreement, the following terms, phrases, words, and abbreviations shall have the meanings ascribed to them below. "Access" means facilitation of all necessary City permits encroachments and/or license and/or lease agreements for specified areas within the Public Way. "Boundary" means the legal boundaries of the City as of the Effective Date, and any additions or subtractions to the City legal boundaries, by annexation or other legal means. "Cabinets" means above ground enclosures placed within the Public Way for the protection of active and passive equipment forthe provision of Service throughoutthe System and as further described in Exhibit A. "Chambers" means underground enclosures placed within the Public Way facilitating access to the active and passive equipment for the provision of Service throughout the System. "Commencement Date" means the date that Substantial Completion, as that term is defined herein, of the System has been achieved. "Construction" means breaking ground for the installation of the System. "Construction Contractor" or "Contractor" means the construction company(ies) performing the physical work. "Drop" means the fiber optic cable run from the edge of the Public Way (as defined below) to the Premises Wall. "Facility" means the secure spaces that the City agrees to make available to SiFi during the Term for the installation of Shelters and Cabinets. "FOCUS" means SiFi's trademarked FOCUSTM system, know-how and other proprietary rights, comprising, among other things a combination of blown fiber, aerial, and other conventional techniques to enable multi gigabit technologies. "FON" means SiFi's fiber optic network built by utilizing a combination of blown fiber, aerial, and/or other conventional techniques, which may also include FOCUSTM design, as well as electronics to enable multi gigabit technologies. "Hazardous Materials" means (i) any hazardous or toxic wastes, substances, or materials, and any other pollutants or contaminants, which are regulated by any applicable local, state or federal laws. "Home" means a residential single-family dwelling, or a residential single dwelling unit located within a Multiple Dwelling Unit, located within the Boundary. An accessory dwelling unit shall be considered a separate Home for the purposes of this Agreement. "License Area" means the specific portions of the Public Way for the location of the System pursuant to this Agreement. "Multiple Dwelling Unit" means an apartment building or other building containing more than four dwelling units located within the Boundary. "Microtrenching" means the process of cutting a trench with a dry cut machine and reinstated with cementitious slurry fill as further described in Exhibit A. "Pass" or "Passes" means the duct or Chamber as parts of the System has reached to the curbside of aresidential Primary Premise, or the engineered point at or near a commercial Premises from which a Drop can be connected. "Person" means any natural person or any association, firm, partnership, joint venture, corporation, limited liability company, or other legally recognized entity, whether for profit or not for profit, but shall not mean the City or SiFi. "Premises" means a Home, office or other building located within the Boundary. "Premises Wall" means the exterior of an outside wall of a Premises to which the fiber optic cable can be terminated. Page 2 of 31 "Primary Premises" means the Premises within the Boundary as of the Effective Date but excluding any Premises which SiFi cannot connect (i) because of a lack of a right to access and use the Public Way due to the City not possessing the right, title, interest or authority to permit SiFi to use and occupy the Public Way in order for SiFi to access such Premises, or (ii) because SiFi lack of a right to access any non -City owned property within the Boundary in order to access such Premises, or (iii) if there would be an incremental material cost to connect such Premises would be at least ten percent (10%) higher than the average cost of SiFi to connect Primary Premises within the Boundary, provided however that if the Premises is located in a census tract, neighborhood, or area of City that qualifies as, or is deemed to be, disadvantaged under California Public Resources Code section 3971l(a)(2) then the incremental material cost to connect such Premises must be at least fifty percent (50%) higher than the average cost of SiFi to connect Primary Premises within the Boundary, or (iv) where such Premises already have a pre-existing fiber service available to them and do not desire SiFi to connect such Premises. SiFi shall not be required or obligated to make the System available to such Primary Premises described in (i) through (iv) in this definition and Substantial Completion determination shall not be impacted as a result. "Public Way" shall mean the surface of, and the space above and below, any now existing or future: public street, road, highway, parkway, driveway, freeway, lane, path, court, sidewalk, bridge, alley, boulevard, traffic signals, lamp post, public way, or other public right of way or easement including, public utility easements, dedicated utility strips, or rights of way dedicated for compatible uses and any temporary or permanent fixtures or improvements located thereon now or hereafter held by, granted or dedicated to or under the jurisdiction of the City within the Boundary. For the avoidance of doubt, the term "Public Way" shall also mean any easement now or hereafter held by the City within the Boundary for the purpose of public travel, or for utility or public service use dedicated for compatible uses and shall include all other easements or rights of way held by the City within the Boundary. "Release" when used with respect to Hazardous Material means any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into or inside any existing improvements or any improvements constructed hereunder, including the System. "Service" means intemet, voice, data, and video service or any combination thereof, provided by the City or another Service Provider over the System. "Service Providers" means any entity, which enters into a contract with SiFi to provide Services over the System. "Shelter" means the above ground facility housing System equipment as further described in Section 4.2 and in Exhibit A hereto. "Subscribe" means an agreement to receive from a Service Provider. "Subscriber" means any Person (which for purposes of this definition shall include the City) that has entered into an agreement to receive or otherwise lawfully receives Service. Page 3 of 31 "Substantial Completion" means the date on which, the System has been installed such that it Passes the addresses of each of the Primary Premises and the System is capable of providing Service to each such Primary Premises (but for the lack of a Drop). "System" means all parts of the FON system under and above ground in the City that is designed to support the delivery of Service to Subscribers, including the fiber optic cable and its component parts and appurtenances, and the other cables, wires, components, facilities, Cabinets, ducts, conduits, connectors, Shelters, Chambers, manholes, manhole covers, pedestals, appliances, splitters, attachments, and other property, equipment, components, materials, apparatus and appurtenances to the FON system. SECTION 2 2. Grant of License. 2.1 Grant of License for Svstem in Public Way. 2. 1.1 SiFi Granted a License to Public Way. This Agreement sets forth the terms and conditions upon which SiFi is hereby granted a license to enter and occupy the Public Way to install, maintain, and operate the System in the License Area The particular terms and location of each portion ofthe System shall be specified in the applicable permit, including but not limited to encroachments, licenses, or other forms of plan review and approval or authorization, as described in Section 3.2 (Permits and General Obligations). Subject to this Agreement and the terms and conditions of any permits, including but not limited to encroachments, licenses, or other forms of plan review and approval or authorization, the City hereby grants and conveys to SiFi a license to erect, install, construct, repair, replace, reconstruct, maintain, operate or retain in, on, over, under, upon, across, or along any Public Way, subject to City approval, the System including, wires, cables, facilities, Cabinets, components, materials, apparatus ducts, conduits, connectors, vaults, manholes, manhole covers, pedestals, appliances, splitters, pots, attachments, and other related property or equipment as may be necessary or appurtenant to the System, within the Boundary, and all extensions and additions thereto. SiFi shall have the right, subject to City approval of the applicable permit, which approval shall not be unreasonably withheld, delayed, or conditioned, except for those conditions necessary to protect public health, safety and welfare of persons and public property in the sole but reasonable discretion of the City Public Works Director, to determine the final engineering design and location, including but not limited to depth, width, and height, of all equipment and other parts of the System. Notwithstanding the foregoing, the City shall have final approval authority, in any case not in conflict with Exhibit A, regarding engineering design and location including depth, width, and height of all equipment as part of the review, approval, and issuance of the applicable permit. Both Parties agree to cooperate during the design and permitting process and SiFi must first disclose all engineering designs to the City for permit approval. Notwithstanding the Page 4 of 31 foregoing, installation of the System and use of the Public Way is subject to the applicable permit for a specific location. It is understood that SiFi's right to place the System within City's Public Way is non-exclusive, but that upon issuance of the applicable permit by City, City will not require SiFi to collocate the components of another non-SiFi owned fiber optic network system within SiFi's System (for example within a SiFi Cabinet, Chamber, Microtrench, or Shelter), subject to the terms and conditions of this Agreement. Further, SiFi's rights granted underthis Agreement are irrevocable until the expiration or sooner termination of this Agreement and/or the permit as provided herein or therein. 2.1.2 Abandonment of the System upon Termination of Agreement. Upon the expiration or termination of this Agreement, SiFi shall have the right, but not the obligation, to remove from or abandon in place all or any part of the System in the Public Way that is above -ground. All underground parts of the System shall be deemed abandoned by SiFi upon the expiration or termination of this Agreement. Any part of the System abandoned by SiFi as described in this agreement shall become the property of the City. SiFi will be deemed to have abandoned the System unless it provides written notice to the City within ninety (90) days following the expiration or termination of this Agreement of its intent to remove the above ground portion of System from the Public Way. If such notice of intent to remove is given, SiFi must obtain appropriate permits from the City for the removal of the above ground portions of the System. All work to remove the above ground portion of the System from the Public Way must be completed within twelve (12) months of the expiration or termination of this Agreement, unless the City agrees to an extension of time, which shall not be unreasonably withheld, and any portion of the System remaining in the Public Way thereafter shall be deemed abandoned. If SiFi fails to remove the above -ground portion of the System if required hereunder, the City may remove and dispose of the abandoned above -ground portion of the System and Licensee shall reimburse City for the reasonable costs actually incurred for such removal and restoration of the Public Way. 2.1.3 Removal or Relocation for Safety Reasons. If, in the reasonable discretion of the City Public Works Director, any above ground portion of the System is installed, operated and/or maintained in material non-compliance with the applicable permit issued by the City, the City Public Works Director shall provide oral and/or written (email) notice and SiFi shall promptly, within the applicable timeframe specified in Section 8.1.1, repair such portion of the System within the time required by the City Public Works Director. If SiFi fails to timely repair such portion of the System as required, the City Public Works Director may, at SiFi's expense to be paid upon invoice by the City, (i) cause the removal immediately, if necessary, to protect against imminent harm to life or property, or (ii) cause such portion of the System as constitutes a public nuisance to be abated consistent with the provisions of the Municipal Code. Notwithstanding the foregoing, if, in the reasonable discretion of the City Public Works Director, any above ground portion of the System becomes a safety hazard at any time during the Term, the City Public Works Director may, at SiFi's expense to be paid upon Page 5 of 31 invoice by the City, cause the immediate removal of such portion of the System without prior notice to SiFi, if necessary to protect against imminent harm to life or property. 2.2 Term of Agreement. This Agreement shall become effective upon the execution and delivery of this Agreement by the Parties (the "Effective Date"). The term of this Agreement shall commence on Commencement Date and run until midnight on the date that is thirty (30) years after the Commencement Date (the "Initial Term"). Following the Initial Term, this Agreement shall, with City council's approval, which shall not be unreasonably withheld, delayed or conditioned, so long as SiFi remains in material compliance with this Agreement as reasonably determined by City, renew for one additional term of thirty (30) years commencing on the thirtieth (30th) anniversary of the Commencement Date (a "Renewal Term)," and, collectively with the Initial Term, the "Term") unless SiFi provides written notice to the City of its intent not to renew at least one hundred eighty (180) days prior to end of the Initial Term. If SiFi elects to not renew this Agreement the system will be deemed abandoned and shall become the property of the City. 2.3 Efficient Permitting Process and Related Compensation. 2.3.1 The City acknowledges and agrees that in order for SiFi to perform its obligations under this Agreement, time is of the essence in connection with permitting, licensing, and approval of the System. The City agrees to provide efficient and diligent good faith review of all applications for permits by SiFi and/or its contractors in connection with this Agreement in accordance with the process and timeframes outlined below, which timelines shall only become effective after the earlier of (i) SiFi's submittal of first permit, or (ii) the date when City has retained or designated the SPOC as provided in Section 2. 3.2 below. (i) The City shall within three (3) business days of submittal by SiFi and/or its contractors of an application or other request for a permit in connection with this Agreement provide written acknowledgment to SiFi and/or its contractor confirming receipt of such submittal; and (ii) The City shall within five (5) business days of submittal by SiFi and/or its contractors of an application or other request for a permit in connection with this Agreement acknowledge in writing that such application is properly submitted and complete, or in the event such application is not properly submitted and complete, provide SiFi and its contractors with a detailed written explanation of any deficiencies. Upon curing any such deficiencies, the City shall undertake an expedited review of the application per the timelines specified herein or other request for permit by SiFi and/or its contractors in order to comply with this Section 2.5.1. (iii) The City shall within fifteen (15) business days of a reasonably sufficient submittal by SiFi and/or its contractors of an application or other request for a permit in connection with this Agreement Page 6 of 31 provide written notification of initial review and provide in writing to SiFi and/or its contractors a detailed explanation of any additional information needed for the City to complete its review process. In the event no additional information is needed, the City shall so notify SiFi and/or its contractors in writing. (iv) The City shall within twenty-one (21) business days of a reasonably sufficient submittal by SiFi and/or its contractors of an application or other request for a permit in connection with this Agreement provide final approval and issue any necessary approval or permits to SiFi and/or its contractors. 2.3.2 After final execution of the License Agreement, the City will retain a Project Manager for the SiFi Project within the City's Public Works Division. The Project Manager will be responsible for resolving issues, finalizing construction details and requirements, development of a seamless and predictable process to facilitate and expedite the plan review, permitting, and construction of the System. The Project Manager will also act as the liaison for effective communications with SiFi and its contractors, City decision -makers, the City Council, and the Rosemead community at the submission of the first permit application, the City will subsequently retain or designate a single point of contact ("SPOC") within the City's Public Works Division one (1) month before Commencement of Construction and such Project Manager and the SPOC will be retained until SiFi notifies the City that Substantial Completion has been achieved. The SPOC will be responsible for plan review, permitting, and inspections, including communications with the SiFi construction team and contractors. 2.3.3 Reimbursement for the Project Manager and SPOC will begin after each respective hiring as described in Section 2.3.2 above. The SPOC will be a full-time position as described in Section 2.3.2 and dedicated to the SiFi project during the permitting and construction phases of the System to ensure project processing timelines identified in Section 2.3.1 are met. 2.3.4 SiFi shall reimburse City for all costs and expenses incurred by the City related to this Agreement commencing on the Effective Date, including but not limited to staff time and consultant costs, associated with the hiring of the Project Manager (commencing on the Effective Date) and of the SPOC (commencing one month before the date of Construction). As of the Effective Date, City estimates the annual fair market compensation for the SPOC is $175,000. The actual annual compensation for the Project Manager shall not exceed $175,000, unless mutually agreed by the Parties in advance and in writing prior to being incurred by the City. The City will invoice SiFi monthly for all costs incurred by the City including the applicable actual SPOC and Project Manager related costs as described above, and SiFi agrees to pay such invoices within thirty (30) days of receipt. The Parties agree that the SPOC and the Project Manager annual costs specified in this section 2.3.4 as of the Effective Date will be thereafter adjusted on each subsequent annual anniversary from the first date each is paid, respectively, for as long as applicable Page 7 of 31 hereunder at the rate of increase in the Consumer Price Index All Urban Consumers (CPI -U) issued by the U.S. Bureau of Labor Statistics in December of the previous year. 2.3.5 Nothing herein shall be construed as a promise, warranty, or guarantee of approval of any permit, license, or other land use approval which may be required. Provided that no permit, license, or other land use approval of any other approval requested by or required if SiFi shall be unreasonably withheld, conditioned, or delayed. Furthermore, SiFi shall have no liability for and shall not be deemed to be in breach of any of its obligations hereunder, if the necessary permits, licenses or approvals are not issued or are issued but not timely by the City. 2.4 Invoices and Pavments — Monthly Reimbursable Amounts. After final execution of the License Agreement, City will invoice SiFi on the first business day of each month for actual City fees incurred by the City during the previous month including administration of the Efficient Permitting Process described in Section 2.3 above, plan check fees, encroachment permit fees, inspection fees, Project Manager and SPOC Costs and any other applicable fees, including staff time and consultant costs of processing and reviewing all applications by SiFi and/or its contractors (collectively, the "Monthly Reimbursable Amounts"). City represents and warrants that such Monthly Reimbursable Amounts are and will be a fair market value of all City costs incurred by the City in fulfilling its obligations under the Agreement. City will continue to invoice SiFi for the Monthly Reimbursable Amounts until Substantial Completion. Each such monthly invoice shall be payable within thirty (30) days of receipt. 2.5 Fees, Expenses and other Charges. Except as expressly set forth herein, each Party shall bear and be responsible for all of its own costs, fees and expenses incurred in executing and performing this Agreement. The City agrees that this Agreement shall not require SiFi to comply with or otherwise be subject to any obligations or liabilities as a grantee of a franchise under the City's municipal code, ordinances or similar laws. The City agrees that City bonding and insurance requirements will be satisfied by bonds and insurance coverage provided as part of the encroachment permit application and supplied by the Construction Contractor (as principal) performing the construction of the System. Such bonds and insurance documentation to be supplied prior to the start of Construction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 2.5 will survive expiration or termination of this Agreement. 2.6 Relocation, Modification, or Alterations. Excluding relocations requested by the City pursuant to this Agreement and repairs or maintenance to the System, SiFi may not relocate, materially modify, or materially alter the System components any time after issuance of the permit(s) for the System, except upon City's written approval which approval will not be unreasonably withheld, delayed, or conditioned, except as necessary to protect the public health and safety. SECTION 3 Page 8 of 31 3. The Svstem. 3.1 Svstem Description. SiFi will install the System within the Boundary using the Public Way. The System shall use fiber optic cable emanating from the Shelter to the applicable Cabinet in the Public Way and then to the private Premises Wall for each applicable Primary Premise. The Parties acknowledge and agree that there is no agreed design or configuration of the actual location of the System within the Public Way at this time and that SiFi shall submit such designs specification, plan and associated details to the City for approval within 180 days of the Effective Date of the Agreement. The City will work with SiFi to approve the physical location of the fiber optic cable based upon engineering design submitted, reviewed, and approved as part of the process to obtain required permits. The City will also work with SiFi to approve locations, approve designs and site improvement requirements for other equipment and components of the System in, on, over, under, upon, across, or along the Public Way and from the Public Way to the Premises Wall. All construction must be in compliance with the City's National Pollutant Discharge Elimination System (NPDES) Municipal Separate Storm Sewer System (MS4) permit. 3.2 Permits and General Obligations. Following SiFi's submittal of designs, plans and specifications for the System and City's reasonable review thereof, SiFi shall obtain applicable permits as provided herein including but not limited to encroachment, licenses, or other forms of plan review and approval or authorization necessary to construct, install, operate, maintain, replace, reconstruct, or repair the System, or any part thereof, during the term of this Agreement and any extension. SiFi shall provide plans to the City for City approval for the issuance of permits to construct the System. The City shall issue such permits in accordance with the timelines specified in Section 2.3, with associated costs covered by the Monthly Reimbursable Amounts. Construction and installation of the System shall be performed in a safe manner compliant with all applicable laws and regulations, using materials of good quality. All transmission and distribution structures and equipment installed by SiFi for use in the System in accordance with the terms and conditions of this Agreement shall be located so as to minimize interference with the proper use of the Public Way and the rights of property owners who own property that adjoin any such Public Way. Except for the approved construction techniques specified in Section 4.1.1 and the specifications listed in Exhibit A, SiFi shall adhere to all then -current and applicable Municipal and Building Code requirements, and SiFi acknowledges that, during the Term, applicable laws (including the City of) are likely to change and such amendments shall apply to SiFi and the System. SECTION 4 4. Construction and Facilities. 4.1 Construction of the System. SiFi will use commercially reasonable efforts to commence Construction on or before a date that is twenty-four (24) months after the Effective Date (the "Construction Commencement Deadline"); provided however, in the event of a Force Majeure Event or if all Shelter locations have not been agreed upon within twenty-four (24) months from the Effective Date, the Construction Commencement Deadline shall be extended by the time impact resulting from the (i) Force Majeure Event or (ii) delay in agreeing on all Shelter Page 9 of 31 locations. In addition, SiFi will use commercially reasonable efforts to complete construction of the System on or before a date that is forty eight (48) months after the Construction Commencement Deadline (the "Construction Completion Deadline"); provided however, in the event of a Force Majeure Event or if all Shelter locations have not been agreed upon within twenty-four (24) months from the Effective Date, the Construction Completion Deadline shall be extended by the time impact resulting from (i) the Force Majeure Event or (ii) delay in agreeing on all Shelter locations. The timeline shall also be extended due to and for the length of any delay by the City in performing its obligations hereunder or issuing the permits, licenses and approvals to SiFi or its contractors. The City acknowledges and agrees that SiFi and its contractors intend to use varying construction techniques for the System Construction and deployment, which may include, any of the following: (i) traditional open trench and/or directional boring; (ii) slot cut Microtrenching as set forth in the specifications set forth in Exhibit A to this Agreement; (iii) the use of a ground penetration radar system as the primary method for identifying underground utilities prior to any Microtrenching (SiFi shall provide City with reports of all ground penetration radar scan results); (iv) aerial cables (shall not be permitted on existing aerial facilities and poles where City does not own the aerial facilities or poles); and/or (v) techniques ancillary to or related to the foregoing. The details and standards outlined in Exhibit A are approved as the primary techniques used in the construction of the System and can be included in the engineered improvement plans submitted for each permitted work zone. All typical standards and details must be prepared by the Engineer of Record and all improvement plans submitted to the City for its review must first be signed and sealed by the Engineer of Record. When SiFi chooses to use techniques outside of the typicals in Exhibit A, the SiFi will propose to City Engineer alternative techniques for the City Engineer's approval in his reasonable professional discretion. 4.1.2 Except for emergency repairs, City agrees SiFi's contractors working hours are Monday through Friday from 7:00 AM to 7:00 PM; provided that, work will be performed as specified below: 7AM - 8AM Toolbox talks / Prep / Move to site, etc. Page 10 of 31 8AM - 4PM Microtrenching / Handholes / Laterals, etc 8AM - 6PM Reinstatement / Handholes / Laterals, etc. 6PM - 7PM Site clean-up, etc. 7PM off site. All material stockpiles, equipment and contractor equipment to be completely removed from the public right-of-way by 7 p.m. (i) Work on Saturdays may be allowed between the hours of 9 a.m. to 5 p.m. to perform punch list repairs and other clean-up activities only. After the first three occurrences by SiFi's contractor(s) of a failure to comply with the above work hours, the City will have the right to assess SiFi a two thousand five hundred dollars ($2,500) penalty on any day a violation of the stated work hours occurs. No work shall occur on Sunday and Federal holidays. SiFi's contractor(s) violate this provision more than 3 times in a single week the City may call a meeting with the executives from SiFi and its contractor to discuss and agree on a strategy to prevent future violations from occurring. To the extent consistent with the City's building codes, the City hereby approves each of the above referenced construction methods and the specifications in Exhibit A to this Agreement and agrees to work cooperatively with SiFi in reviewing all other potential construction methods. 4.1.3 SiFi will maintain and staff a toll-free telephone line and customer service primary answering point to answer questions and address concerns and complaints from the public during the course of construction of this project. 4.1.4 SiFi shall during the course of construction of this project, maintain a work crew dedicated to completing construction punch list work and repairs prepared by the City's Inspector from the previous day's work. 4.1.5 The installation of the System will be constructed so as to install all conduit with a separation barrier layer of sand, or other material as reasonably accepted and approved by the City Engineer based on his/her professional engineering judgement and according to industry standards and practices, to separate the conduit from the micro -trench solid fill material, as specified in the definition of Microtrenching which cover includes the separation barrier layer, except for instances where a different conduit location depth is required as described herein. 4.1.6 The installation of the System (and any relocated installations) will be constructed with a micro -trench fill material which is compatible with standard pavement reconstruction grinding machine operations to avoid damage to the microtrench installation during City grind and overlay street projects and Page 11 of 31 to minimize relocation of the SiFi facilities. Such micro -trench fill material will be approved for use by the City, unless the City Engineer provides evidence after additional actual use and experience and documentation that such micro -trench fill is not millable, displays failure points, creates any type of monolithic structure/chunking of surrounding material, other performance related issues, or other performance failure of such microtrench fill material. 4.2 Location of Equipment/Facilities. 4.2.1 Facilities. Subject to sections 4.2.2 below, during the Term, the City shall provide SiFi, as needed, with access to and use of the Facilities for the installation and operation of up to two (2) SiFi Shelters (enclosed area of approximately one thousand (1,000) square feet per location for each Shelter) subject to a separate lease, easement or another suitable agreement to be negotiated in good faith between the parties including payment by SiFi of fair market value for the use and occupancy of each such Shelter Facility on City - owned land. 4.2.2 Shelters and Cabinets Locations. SiFi agrees to provide engineering designs including intended locations of the Shelters and Cabinets required for the System to the City prior to Construction in accordance with City's permitting process. The City and SiFi agree to cooperate in the selection of suitable sites for the Shelters and Cabinets. However, City has sole and absolute discretion to reject a proposed location; provided that, the City will use reasonable efforts to offer suitable alternative locations. 4.3 Svstem Connections to the Premises Wall. SiFi will provide a terminated fiber to each Subscriber's Premises receiving a Drop in a manner to be determined by SiFi. The location and the method of the Drop will vary depending on the circumstances of the location of the Subscriber's Premises. For the avoidance of doubt, in the event SiFi cannot install fiber optic cable or other necessary equipment on private property because of a lack of a right to access the property, SiFi shall not be required to make the System available to such Premises when private easement has not been granted. SECTION 5 5. Oversight and Regulation by City. 5.1 Oversight of Construction. The City shall have the right to oversee and inspect the Construction of the System in the Public Way. 5.2 Compliance with Applicable Laws. SiFi and the City shall, at all times during the Term, be subject to and comply in all material respects with all applicable federal, state laws and local laws. 5.3 Treatment of Trade Secret and Privileged Writings. All writings, as defined in the California Public Records Act (CPRA), provided to City by SiFi or Page 12 of 31 created by City, whether related to the subject of this Agreement, the System, or any license or permit issued by City or application therefor, shall be deemed to be disclosable underthe California Public Records Act unless marked as "Confidential" or "Proprietary" or other restrictive marking ("Marked Writing") as exempt from disclosure by SiFi or City and the Marked Writing(s) qualify(ies) as exempt under the CPRA (e.g. Trade Secret or otherwise statutorily privileged writings). If City receives a request for public records that seeks or would otherwise require the disclosure of, any Marked Writing, then City shall, within two (2) business days of its receipt of the request, provide SiFi with a copy of the CPRA request and include a statement that City may be required to disclose Marked Writings. If SiFi objects to the disclosure of any Marked Writing, then it shall so state in a written communication back to City within two (2) business days. If SiFi fails to timely object or respond then City may, it its own discretion, disclose any Marked Writing and shall have no liability for such disclosure to SiFi and its affiliates and their respective directors, officers, managers, members, equity and debt holders, partners, employees, contractors, agents and representatives and their heirs, successors and assigns. If SiFi timely objects to the disclosure of any Marked Writing, then it shall at the same time designate which specific provision(s) of the CPRA exempt the Marked Writing(s) from disclosure and City will assert same in its response to the request. In the event SiFi has objected to the disclosure of the Marked Writing(s), then it shall be SiFi's obligation to seek a protective order, injunction to take other action as it may deem necessary to prevent disclosure of the Marked Writing(s) and, except if such non -disclosure is allowed due to a protective court order or an injunction, SiFi shall indemnify, defend (with legal counsel reasonably acceptable to City) and hold harmless City, its officials, officers, employees, agents, contractors, and volunteers from any claim, action, suit, order, judgment, cost (including without limitation attorney's fees and expert witness fees), damage, injury, or liability arising from or in any way related to City's non -disclosure of the Marked Writing(s). The Parties agree to meet and confer and mutual cooperate in the implementation of this Section. City shall take reasonable measures to avoid inadvertent exposure of Marked Writings to public view at its facilities, but shall have no responsibility or liability for the willful misconduct or criminal act of any person related to such Marked Writings. SECTION 6 6. Insurance. SiFi shall procure and maintain from the date of start of Construction for the duration of the term of the Agreement, insurance as described in Section 6.1 below against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the SiFi, its agents, representatives, employees, or subcontractors. 6.1 Minimum Scope and Limit of Coverage. Coverage shall be at least as broad as: A. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply Page 13 of 31 separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. Coverage shall include blanket contractual liability and broad form property damage, premises, operations, explosion, collapse, underground hazard (commonly referred to as "X" "C" and "U" coverages B. Automobile Liability: Insurance Services Office Form CA 0001 (any auto), with limits no less than $1,000,000 per accident and $2,000,000 in the aggregate for bodily injury and property damage. C. Workers' Compensation insurance as required by the State, with Statutory Limits, and Employers' Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. D. Professional Liability with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of contract work. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective, or start of work date, the SiFi must purchase extended reporting period coverage for a minimum of one (1) years after completion of contract work. A copy of the claims reporting requirements must be submitted to the City for review. E. Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. If the services involve lead-based paint or asbestos identification/remediation, the Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold. F. Commercial Umbrella or Excess Liability Insurance. In an amount not less than Five Million Dollar ($5,000,000.00) limit per occurrence and in the policy aggregate in excess over all limits and coverages noted in paragraphs A, B and C above. If the Contractor or SiFi maintains broader coverage and/or higher limits than the minimums shown above for all policies, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor or SiFi. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City to the extent necessary to cover any actual damages suffered by the City. 6.2 Self -Insured Retentions Self-insured retentions must be declared to and approved by the City. At the option of the City, SiFi shall cause the insurer to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or SiFi shall provide a financial guarantee Page 14 of 31 satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. 6.3 Other Insurance Provisions: A. Additional Insured. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of SiFi including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of SiFi. General liability coverage can be provided in the form of an endorsement to the SiFi's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). B. Primary Insurance. For any claims related to this project, SiFi's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the SiFi's insurance and shall not contribute with it. C. Notice of Cancellation. SiFi shall provide prompt written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, SiFi shall forthwith obtain and submit proof of substitute insurance. D. Builder's Risk (Course of Construction) Insurance. SiFi may, if requested by the City, submit evidence of Builder's Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear. If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery, and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery, or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City's site. E. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City. F. Waiver of Subrogation. SiFi hereby agrees to waive rights of subrogation which any insurer of SiFi may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation Page 15 of 31 endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors. G. Verification of Coverage. SiFi shall furnish, upon request, the City with Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before the date of the start of Construction. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. H. Contractor/Subcontractors. SiFi shall require that the Contractor and all subcontractors maintain insurance meeting all applicable to scope of their respective services requirements stated herein, and SiFi shall require, to the extent possible if required by the City, the Contractor and all the subcontractors to list City as an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 3804 13. L Special Risks or Circumstances. City reserves the right to modify, at any time, these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances. J. SiFi's Maintenance Security. As of the date of completion of construction of the System and on the first business day of each anniversary thereafter in order to support SiFi's obligations to restore the condition of the Public Way directly impacted by the construction of the System, SiFi will provide to the City and maintain or substitute throughout the Term of this Agreement, either of the following, at SiFi's sole option by providing ninety (90) days advanced written notice: (i) a maintenance bond in accordance with the City's bonding requirements, (ii) letter of credit from a bank of SiFi's choosing, or (iii) cash in escrow, subject to a mutually agreed escrow agreement, in an aggregate annual amount not to exceed five hundred thousand dollars ($500,000.00). SECTION 7 7. Parties' Obligations. 7.1 Obligations of the Citv. In addition to all other duties and obligations contained elsewhere in this Agreement, City has the following duties and obligations: (i) Provide a SPOC for SiFi, which SPOC will be responsible to address all issues related to the System, providing coordination with and act as a liaison to City departments, and serving as a communication and troubleshooting resource for SiFi. Page 16 of 31 (ii) Offer the reasonable cooperation of all City departments with respect to relevant issues with respect to the System. Such cooperation will be supervised by the SPOC. (iii) Subject to Section 3.2, provide SiFi and its representatives with access to all City property and all City assets and infrastructure for which a permit has been issued to SiFi for the installation, inspection, and maintenance of the System and for any other reasonable business purpose with respect to the System, following Substantial Completion, SiFi and/or any contractors it hires will be required to obtain encroachment permits and pay any related permit and inspection fees and comply with all other standard encroachment permit conditions of approval for future maintenance and/or repairs and/or alterations to its System located within the Public Way. Notwithstanding the foregoing, SiFi shall have the right to access the License Area to perform any emergency repairs or maintenance of the System without providing the advance notice required above. Sifi shall obtain an after the fact encroachment permit and pay any related permit and inspection fees and comply with all other standard encroachment permit conditions of approval for all emergency repair work within the Public Way. (iv) Participate in regular status meetings for the coordination of all matters related to the System. (v) Provide efficient and diligent, as specified in Section 2.3, good faith review of all applications for permits submitted by SiFi or its representatives or contractors, including permits or other necessary items for construction work on the System within the Public Way. (vi) For emergency repair work performed (or caused to be performed) by the City, the City agrees to take reasonable actions to protect any conflicting SiFi facilities, such reasonable protective actions to be considered in light of the facts and circumstances creating the need for the emergency repair work. The City need only notify SiFi prior to emergency repair work in the event a conflict is identified, and only if time allows based on the nature of the emergency repair and consideration of public safety. If the City deems relocation is necessary due to Conflict (as defined below) and City further deems that there is time to allow for such relocation, SiFi shall be notified of the requirement to relocate and it shall be SiFi's full responsibility to pay for and perform the relocation in a timely manner as required by the City. If SiFi fails to relocate, the City and its contractor will not be held liable in any way for damage to SiFi's facilities. If feasible, and there is sufficient time in light of the nature of the emergency, as determined by the City Engineer, City will cooperate with SiFi to relocate the impacted facility in order to minimize damage. If, due to the emergency, there is insufficient time to notify SiFi of a conflict with the emergency repair, under Page 17 of 31 no circumstances shall the City or its contractor be responsible or liable for any claim of damage to SiFi's facilities during emergency operations and/or for any claims related to such damage, including interruption of service delivery or any other consequential damages. (vii) City agrees that SiFi shall have the right to construct and maintain the System on recently resurfaced public streets. (viii) City hereby agrees that access to and from the FAB and/or or Toby Box to extend the Drop to a Premise does not require permits from the City. 7.2 Obligations of SiFi. In addition to all other duties and obligations contained elsewhere in this Agreement, SiFi has the following duties and obligations: (i) Work closely with the SPOC of the City and relevant City departments with respect to the construction of the System and use commercially reasonable efforts to complete construction of the System by the Construction Completion Deadline, except as it may be extended pursuant to Section 4.1. (ii) Comply with all requirements of City for permit and Public Way use applications, to the extent they may be required. (iii) Maintain or provide for the maintenance of the System. (iv) SiFi and its contractors shall register with the State's safe excavation notification system; and (v) SiFi shall not be required to relocate for any routine curb and gutter and sidewalk maintenance and repair including without limitation repair of potholes, milling and repaving of roadways; provided that, City and City's contractors shall exercise reasonable care and shall be liable to SiFi for any damages to the System. Except for the above paragraph and when work to be performed by the City or its contractors is reasonably required to be within two inches (2') radius from the SiFi System in accordance with industry standards ("Conflict"), City shall provide SiFi with not less than thirty (30) days written notice of such Conflict and City shall provide all reasonable accommodations including excavating to the SiFi impacted facilities as reasonably requested by SiFi to allow and facilitate coordination with the City contractor in order for SiFi to protect, or to temporarily or permanently relocate the impacted portion of the System; provided that, SiFi shall bear the direct reasonable cost for (i) relocating the affected portion of the SiFi System; and (ii) additional delays or costs incurred by the City for such Page 18 of 31 Conflict work. If SiFi fails to act on such notice of Conflict within thirty (30 days from receipt, City will not be liable to SiFi for any resulting damages to the System. If the City receives less than 30 days' notice of work that needs to be performed, including but not limited to emergency, exigent or reasonably necessary work, City shall provide notice to SiFi of such in a reasonable timeframe, including but not to limited to those situations set forth in this subsection (iv). SiFi will endeavor to facilitate an introductory meeting between the City and Service Provider(s) who use the Network to provide services to residential and business, and further will advise any such Service Provider(s) that the City may require fees as required by law or regulation. (vi) Provide response times in connection with repairs to be undertaken by SiFi and/or contractors retained by SiFi to establish the necessary personnel levels for required dispatch, repair, inventory, maintenance, and service of the System commencing upon commencement of Construction as follows: (i) Depending upon the type of fault or the method of identification, the City shall notify SiFi of a suspected fault and the generation of a service ticket. The City shall issue to SiFi one of the following service ticket(s), for which SiFi shall provide the corresponding response time: (1) Standard Response ("STANDARD") a) Description: Construction in progress, capital improvement and other such projects impacting or potentially impacting the SiFi System and/or may impact the SiFi System, about which the City is aware of in advance. Examples of such projects include mill and fill projects, side relocations, road reclamation projects, and other similar projects, provided that any such STANDARD repair is subject to the then current State's DigAlert safe excavation laws and regulations. b) SiFi's contractor's response time: On-site within thirty (30) calendar days (2) Non -life-threatening Emergency Response ("NON-LTER") a) Description: Curb and gutter projects, and utility (including telecommunications) projects Page 19 of 31 requiring relocation, repair, or replacement that are impacted by the SiFi System and/or may impact the SiFi System, provided that any such NON-LTER repair is subject to the then current State's DigAlert safe excavation laws and regulations. b) SiFi's contractor's response time: On-site within forty-eight (48) hours. (3) Life Threatening Emergency Response ("LTER") a) Description: Break or hit in the main gas, main electric, main water, or main sewer or storm line in the Public Way that has an immediate and direct impact to the traveling safety of the public in or around the Public Way, and wherein the City's ability to implement repairs are impacted by the SiFi System and/or City repairs may impact the SiFi System. b) SiFi's contractor's response time: On-site within four (4) hours (ii) Upon receipt of a service ticket as set forth herein, SiFi will use reasonable efforts to dispatch a technician to the specified fault location as identified by the City. SiFi, working with the City, will then make the determination as to whether the technician will proceed with the repair(s) if possible, wait for arrival of a City contractor, if necessary, for investigation and/or repair of work, or leave the site. SECTION 8 8. Breach; Rights and Remedies; Termination; Indemnification. 8.1. SiFi Breach or Default. In the event the City believes that SiFi has not complied with or is otherwise in default with regard to any material term of this Agreement, the City shall promptly notify SiFi in writing with specific details regarding the exact nature of the alleged noncompliance or default (a "City Breach Notice"). The reasonable failure to promptly provide such notice, however, shall not act as a waiver of any rights and remedies of City hereunder unless and only to the extent that SiFi is materially prejudiced by such failure. 8.1.1 SiFi's Right to Cure or Respond. SiFi shall have thirty (30) calendar days from its receipt of a City Breach Notice (the "Initial SiFi Cure Period") to: Page 20 of 31 (i) respond to the City, contesting the assertion of noncompliance or default and in such event the Parties shall use commercially reasonable efforts to promptly resolve such contest and to the extent the Parties are unable to resolve such contest within thirty (30) days of SiFi's response, each Party shall be entitled to seek any and all rights and remedies available to it at law or in equity to resolve such contest; or (ii) cure an actual default or noncompliance; provided, however, in the event that the default is curable but due to the nature of the default or noncompliance, such default or noncompliance cannot be cured within the Initial SiFi Cure Period, so long as SiFi initiates reasonable steps to remedy and continuously and diligently uses all reasonable efforts to cure such default or noncompliance promptly and notifies the City of the steps being taken and the projected date that they will be completed, the Initial SiFi Cure Period shall be extended for a reasonable amount of time to permit such cure but not to exceed sixty (60) days from SiFi's receipt of a City Breach Notice (the "Extended SiFi Cure Period" and together with the Initial SiFi Cure Period, the "SiFi Cure Period"). 8.1.2 City Rights and Remedies. (i) If SiFi fails to cure any actual noncompliance or default as provided in Section 8.1.l(ii) above within the SiFi's Cure Period, the City may: (a) seek specific performance of any provision of this Agreement which lends itself to such remedy as an alternative to money damages; (b) seek money damages from SiFi; or (c) in the event of the breach of, noncompliance with or default under any material term of this Agreement, terminate this Agreement and seek any and all rights and remedies available to it at law or in equity. 8.2 Citv Breach or Default. In the event SiFi believes that the City has not complied with or is otherwise in default with regard to any term of this Agreement, SiFi shall promptly notify the City in writing with specific details regarding the exact nature of the alleged noncompliance or default (a "SiFi Breach Notice"). The failure to promptly provide such notice, however, shall not act as a waiver of any rights and remedies of SiFi hereunder unless and only to the extent that the City is materially prejudiced by such failure. Page 21 of 31 8.2.1 Citv's Richt to Cure or Respond. The City shall have (30) days from its receipt of a SiFi Breach Notice (the "Initial City Cure Period"); provided that the City Cure Period for a failure of the City to review permit applications and issue a permit(s) necessary to construct the System as required under Sections 3.2 and 7.2.l(iv) (a "Permit Issuance Breach") shall be ten (10) business days from its receipt of a SiFi Breach Notice to: (i) respond to SiFi, contesting the assertion of noncompliance or default and in such event the Parties shall use commercially reasonable efforts to promptly resolve such contest and to the extent the Parties are unable to resolve such contest within thirty (30) calendar days of the City's response, each Party shall be entitled to seek any and all rights and remedies available to it at law or in equity to resolve such contest; or (ii) cure an actual default or noncompliance; provided, however, in the event that the default is curable but due to the nature of the default or noncompliance, such default or noncompliance cannot be cured within the City Cure Period, so long as the City initiates reasonable steps to remedy and continuously and diligently uses all reasonable efforts to cure such default or noncompliance promptly and notifies SiFi of the steps being taken and the projected date that they will be completed, the City Cure Period shall be extended for a reasonable amount of time to permit such cure but not to exceed sixty ( 60) days from the City's receipt of a SiFi Breach Notice (the "Extended City Cure Period" and together with the Initial City Cure Period, the "City Cure Period); provided further, however, no Extended City Cure Period shall apply to a Permit Issuance Breach. 8.2.2 SiFi Rights and Remedies. If the City fails to cure any actual noncompliance or default as provided in Section 8.2.1(ii) above within the applicable City Cure Period, SiFi may: (i) seek specific performance of any provision of this Agreement which lends itself to such remedy as an alternative to money damages; and (ii) in the event of the breach of, noncompliance with or default under any material term of this Agreement, terminate this Agreement and seek any and all rights and remedies available to it at law or in equity. 8.3 Additional Rights to Terminate. 8.3.1 At any time prior to commencing Construction or in the event the City fails to comply with the requirements of the Agreement, SiFi shall have the immediate right, at its option, upon written notice to the City to terminate this Agreement. Unless such termination is due to the City's failure to comply with the Agreement, SiFi shall reimburse City for all costs Page 22 of 31 and expenses for which it is liable under Section 2.3.2 of this Agreement incurred by City up to and including the effective date of the termination. 8.3.2 A Party shall have the right, at its option, upon notice to the other Party to terminate this Agreement if the other Party becomes (i) insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (ii) subject to any bankruptcy or insolvency proceeding under federal, state or foreign statutes which is not rescinded or dismissed within thirty (30) days. 8.4 Indemnification. 8.4.1 The City agrees to indemnify, defend, and hold harmless SiFi and its affiliates and their respective directors, officers, managers, members, equity and debt holders, partners, employees, contractors, agents and representatives and their heirs, successors and assigns at the City's sole expense from and against any and all claims, suits, and demands of liability, loss, cost, expense or damage, including reasonable attorney's fees (collectively, "Damages"), arising out of third party claims resulting from the City's gross negligence or willful misconduct. Notwithstanding anything to the contrary contained in this Agreement, the indemnity obligations set forth herein will survive expiration or termination of this Agreement. The defense obligation shall be required whenever any claim, action, complaint, or suit asserts as its basis the gross negligence or willful misconduct of the City, its officers, agents, and/or employees. Notwithstanding the foregoing, the City shall not be liable for the defense or indemnification of the SiFi Indemnitees for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the SiFi Indemnitees. 8.4.2 SiFi shall defend (with legal counsel reasonably acceptable to City, such acceptance not be unreasonably withheld, delayed, or conditioned), indemnify and hold the City, its officials, officers, employees, volunteers and agents ("City Indemnitees") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner which actually or allegedly arise out of or are incident to any alleged acts, omissions, negligence or willful misconduct of SiFi, its officials, officers, employees, agents, and subcontractors arising out of or in connection with the performance of this Agreement, including without limitation the payment of all attorney's fees and other related costs and expenses except where caused by the active negligence, sole negligence, or willful misconduct of the City its officers, officials, employees and volunteers. SiFi shall defend, at its own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its directors, officials, officers, Page 23 of 31 employees, agents or volunteers. SiFi shall pay and satisfy any judgment, award or decree that may be rendered against the City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. SiFi shall reimburse the City, its officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. SiFi's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City its officials, officers, employees, agents or volunteers. SiFi's obligation under this Section 8.4.2 includes, but is not limited to, the obligation to defend, indemnify, and hold harmless City Indemnitees from all loss, cost, and expense related to actions by State or federal regulatory agencies having officially determined that SiFi's operations are in violation of applicable State or federal laws. 8.5 Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING ANY LOST SAVINGS OR HARM TO BUSINESS. EACH PARTY HEREBY RELEASES THE OTHER PARTY AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EQUITY AND DEBT HOLDERS, PARTNERS, EMPLOYEES, CONTRACTORS AND REPRESENTATIVES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS, FROM CLAIMS FOR ANY SUCH DAMAGES. The aggregate liability under this Agreement for each Party individually shall be limited to the higher of five million dollars ($5,000,000) or the amount of available applicable insurance coverage. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 8.5 will survive expiration or termination of this Agreement. SECTION 9 9. Disputes. 9.1 For all claims, disputes or controversies arising out of, or in connection with, the breach, interpretation, application, or enforcement of this Agreement, or arising out of, or in connection with, the System which cannot be settled through negotiation, the Parties agree first to try in good faith to settle the matter by mediation in the County where City is located, prior to commencing litigation. 9.2 All claims, disputes or controversies arising out of, or in connection with, the breach, interpretation, application, or enforcement of this Agreement, or arising out of, or in connection with, the System, shall be decided in a court of law. The sole and exclusive venue for all claims, disputes or controversies arising out of, or in connection within the breach, interpretation, application, or enforcement of this Agreement, or arising out of, or in connection with, the System, shall be the United States District Court in Los Angeles County. Page 24 of 31 SECTION 10 10. Miscellaneous Provisions 10.1 Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and each of their respective successors and assigns as provided herein. This Agreement may not be assigned by SiFi without the express written consent of City, which consent will not be unreasonably withheld, conditioned, or delayed. The transfer of the rights and obligations of SiFi to a parent, subsidiary, or other affiliate of SiFi, or to any successor -in -interest or entity acquiring fifty-one percent (51%) or more of SiFi's stock or assets will be deemed an assignment for the purposes of this Agreement and will require the City's consent, which consent will not be unreasonably withheld, conditioned, or delayed. Moreover, with respect to any requested assignment, SiFi must reasonably demonstrate to the City compliance with the following criteria: (i) the proposed assignee or transferee will have afinancial strength after the proposed transfer at least equal to that of SiFi immediately prior to the transfer; (ii) the proposed transferee assumes all of SiFi's obligations under this Agreement; and (iii) the experience and technical qualifications of the proposed transferee in providing telecommunications or similar services evidences the ability to operate the System. 10.2 Force Majeure. Except as otherwise expressly set forth in this Agreement, SiFi will not be held in default under, or in breach or noncompliance with, the provisions of this Agreement, nor suffer any enforcement or penalty relating to noncompliance or default (including termination, cancellation or revocation of this Agreement), where such noncompliance or alleged defaults occurred or were caused by any of the following events (each a "Force Majeure Event"): failure by the City to issue permit(s) required to construct the System or any part thereof to SiFi or its contractor(s), failure by the City to comply with this Agreement, conduct by the City that materially interferes with SiFi's ability to perform, labor strike, riot, war, earthquake, flood, hurricane, pandemic, drought, tornado, or other act of nature that interferes with SiFi's ability to perform, labor disputes, failure of utility service necessary to construct the System, governmental, administrative or judicial order, or other event that is beyond SiFi's reasonable control. Force Majeure Events also include work delays caused by waiting for (i) utility providers to service or monitor their own utility infrastructure on which SiFi's fiber optic cable and/or equipment may be deployed, as well as unavailability of materials and/or reasonably qualified labor to perform the work or (ii) third parties' acts or omissions within the Public Way which materially interfere with SiFi's ability to perform its obligations under this Agreement. 10.3 Notice. All notices and communications hereunder shall be in writing and shall be served upon the other party by hand delivery, nationally recognized overnight delivery service, United States certified mail, return receipt requested, or by electronic mail and addressed as follows: IF TO THE CITY: City of Rosemead, City Hall 8838 East Valley Boulevard, Page 25 of 31 Rosemead, CA 91770 Attn: Michael Chung Email: mchung@cityofrosemead.org With a courtesy copy to: City of Rosemead ATTN: Ben Kim 8838 East Valley Boulevard Rosemead, CA 91770 IF TO SIFI: SiFi Networks Rosemead LLC 103 Foulk Road, Suite 500 Wilmington, DE 19803 Email: NOTICES@SiFiNetworks.com or to such other address as such Party may hereafter specify for the purpose by notice to the other Party in the manner provided in this Section 10.3. All such notices, requests and other communications will be deemed received on the date of receipt if received prior to 5 p.m. on any business day in the place of receipt. Otherwise, any such notice, request or communication will be deemed not to have been received until the next succeeding business day in the place of receipt. Rejection or other refusal to accept or inability to deliver because of change of address of which no notice was given shall be deemed to be receipt of the notice. 10.4 Entire Agreement. This Agreement, including all Exhibits, embodies the entire understanding and agreement of the City and SiFi with respect to the subject matter hereof. This Agreement supersedes all other agreements whether written, verbal, or otherwise between SiFi and the City with respect to the subject of this Agreement. 10.5 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement (which other terms and provisions shall remain in full force and effect) or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 10.6 Governing Law; Venue. This Agreement shall be deemed to be executed in the State of California and shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with, the laws of the State of California as applicable to contracts entered into and performed entirely within the State of California, irrespective of conflict of laws principles. Venue shall be the U.S. District Court in Los Angeles County. Page 26 of 31 10.7 Modification. This Agreement shall not be amended or otherwise modified, in whole or in part, except by an instrument, in writing, duly executed by the City and SiFi. For the avoidance of doubt, this Agreement cannot be amended or modified orally or by course of conduct, and no executory agreement, oral agreement or course of conduct shall be effective to amend or modify this Agreement in whole or in part. 10.8 No Third Partv Beneficiaries. Nothing in this Agreement or in any prior agreement is or was intended to confer third party beneficiary status on any party or Person not a party to this Agreement including a member of the public. 10.9 No Waiver of Rights. Nothing in this Agreement shall be construed as a waiver of any rights, substantive or procedural that SiFi or the City may have under federal or state law unless such waiver is expressly stated herein. 10.10 No Rights to the Svstem. The City expressly agrees that, except as expressly set forth in this Agreement, it does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the System, throughout the term of this Agreement Except as provided in Section 8.1.2 (iii) and Section 8.1.2 (iv) above, SiFi shall, at all times, retain title to and ownership of the System and all future extensions of the System, and shall have the right to lease the System or parts thereof to a provider of internet, data, voice, video and other services. 10.11 Representations and Warranties. 10.11.1 The City represents and warrants to SiFi that: (a) it has full authority (including the authority required by any applicable law, ordinance, rule or regulation) to enter into and perform this Agreement and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby are within the right, power and authority of the City and have been duly authorized by all necessary action on the part of City, (b) this Agreement has been duly executed and delivered by the City and it constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity) and (c) the execution and delivery of this Agreement by the City and its performance hereunder and thereunder will not violate any law, ordinance, rule, or regulation applicable to the City. 10.11.2 SiFi represents and warrants to the City that: (a) it has full authority to enter into and perform this Agreement and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby are within the power and authority of SiFi and have been duly authorized by all necessary action on the part of SiFi, (b) this Agreement has been duly executed and delivered by SiFi and it constitutes a legal, valid and binding agreement of SiFi enforceable against SiFi in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, Page 27 of 31 insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity); (c) the execution and delivery of this Agreement by SiFi and its performance hereunder and thereunder will not violate any law, rule, or regulation applicable to SiFi; and (d) prior to commencement of Construction, SiFi will provide to City a letter for SiFi's financial partners evidencing financial commitment to achieve Substantial Completion. 10.11.3 OTHER THAN THE EXPLICIT REPRESENTATIONS AND WARRATIES MADE BY SIFI TO CITY UNDER THIS AGREEMENT, SIFI MAKES NO REPRESENTATIONS OR WARRANTIES TO THE CITY OR ANY PERSON WITH RESPECT TO THE SYSTEM (OR THE COMPONENTS THEREOF) AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR - FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT SIFI MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. 10.12 Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either SiFi or the City. 10.13 No Partnership. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the City and SiFi or any other relationship other than a contractual relationship as expressly set forth in this Agreement. Neither Party shall in any manner act or indicate to any third party that is acting as the agent of the other Party. SiFi shall at all times remain an independent contractor. Neither Party shall control or direct the day-to-day affairs of the other Party, or their mode or method of performing their respective obligations hereunder. 10.14 Headings. The headings and captions of this Agreement are solely for the convenience of the Parties and shall not be deemed to modify or vary any of the substantive terms thereof. 10.15 Construction. Each of the Parties acknowledge that each Party to this Agreement has been represented by counsel in connection with this Agreement. Legal or equitable principles that might require the construction of this Agreement or any provision hereof against the party drafting this Agreement shall not apply in any construction or interpretation of this Agreement and is expressly waived. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the Page 28 of 31 provisions of this Agreement. The words "hereof', "herein" and "hereunder" and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Articles, Sections, and clauses are to Articles, Sections and clauses of this Agreement unless otherwise specified. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. Whenever the words "include", "includes" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation", whether or not they are in fact followed by those words or words of like import. "Writing", "written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. 10.16 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, with the same effect as if the signatures were upon the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission (including PDF) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 10.17 Further Assurances. Each Party agrees that it will execute and deliver such other documents and take such other action as may be reasonably requested by the other Party to effectuate the purposes and intention of this Agreement. 10.18 No Waiver. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. [Signature page follows] Page 29 of 31 IN WITNESS WHEREOF, the Parties have caused this Development Agreement to be executed as of the day and year stated above. CITY OF ROSEMEAD, a California Municipal Corporation By: Ben Kim, City Manager ATTEST: City Clerk APPROVED AS TO FORM: City Attorney SIFI NETWORKS ROSEMEAD LLC, Dated: .2023 a Delaware limited liability company Dated: .2023 Its: Page 30 of 31 EXHIBIT A SPECIFICATIONS, SHELTERS, CABINETS Page 31 of 31 EXHIBIT A SPECIFICATIONS -SHELTERS -CABINETS FIBER CITY TYPICAL SPECIFICATIONS 4/5/2022 € ... Networks PAGE# 1 Table Of Contents Page Title Page Cover 1 Index 2 &w Toby Box specification sheets 25_28 PAGE# 2 Roadway with a Curb Return 3 © Roadway W/ Curb & Gutter Variant A 4 © Roadway W/ Curb & Gutter Variant B 5 Roadway W/ Curb & Gutter Variant C 6 Q Roadway Crossing 7 Asphalt Road Crossing From Back Of Curb 8 © Concrete Road Crossing From Back Of Curb 9 Micro Trench/Traffic Loop 10 (i 24x36x36 Standard Chamber/Inlet Protection 11 Typical Aggregation Shelter Plan/Elevation View 12 Typical Aggregation Shelter Plan Site Layout 13 Q Typical Aggregation Elevation View 14 Typical Cabinet Plan/Elevation View 15 Typical Cabinet Elevation View 16 �0 30x48x36 Cabinet & Aggregation Shelter 17 © Toby Box placement in softscape 18 with mainline trench in road © Toby Box placement in softscape 19 with mainline trench at back of curb ®Toby Box placement in softscape 20 with mainline trench through softscape O Toby Box placement in softscape with mainline trench 21 in road & greenspace against the property line O Toby Box placement in softscape 22 with mainline trench in road FAB (Fiber Access Box) placement in hardscape with 0 mainline trench in road & hardscape/concrete 23 from curb to property line (v FAB (Fiber Access Box) specification sheet 24 &w Toby Box specification sheets 25_28 PAGE# 2 ROADWAY WITH A CURB RETURN RIW 2' VARI ES -' 2' RAW S/W I , S/W EOP I I I EOP FOC FOC ---------------------- A.C. PAVEMENT CATCH BASIN (STORM DRAIN) TREATED AS UTILITY CROSSING SEE NOTE BELOW. HWAY (TYP.) PLAN VIEW SCALE: NTS 1/8 " Over Band Seal WITH COLOR MATCHING SAND �►-I FINISH da. ° NAY // a CONCRETE CURB &GUTTER 4 a a ° °, TOTAL REINSTATEMENT COVER 8" TRENCH DEPTH 12" MAX REINSTATEMENT MATERIAL / FLOWABLE FILL V1"-2" SAND COVER 1.25" (TYP) - 2" (MAX) ROADWAY WITH A CURB Networks RETURN REVISIONS STD DWG NOT TO SCALE PAGE# 3 ROADWAY WITH CURB & GUTTER — VARIANT lel VA R I E S 14-2' R/w S/W I III II I S/W III� III EOP I II I I II i I EOP FOC I I I I I I FOC i---------- -------- i A.C. PAVEMENT A PLAN VIEW SECTION VIEW A—A \ \\� --------------� B MICROTRENCH PATHWAY (TYP.) 1/8'. Over Band Seal WITH COLOR WITH COLOR FINISH MATCHING SAND ROADWAY H.—.� FINISH a. REINSTATEMENT • CONCRETE CURB & GUTTER 8" TOTAL • 12" MAX REINSTATEMENT REINSTATEMENT MATERIAL /PLOWABLE FILL COVER 8" 1 "-2" SAND COVER NCH DEPTH 12" MAX REINSTATEMENT MATERIAL/ FLOWABLE FILL 1"-2" SAND COVER 1.25" (TYP) -2" (MAX) ---] F� SECTION VIEW A—A \ \\� --------------� B MICROTRENCH PATHWAY (TYP.) SECTION VIEW B—B N0. I EMSIONS BY DAIS ROAD V V��% AY f WITH A CU-ILDX'JDD STD DRAWING RETURN VARIANT A Network, NOT TO SCALE PAGE# 4 1/8 " Over Band Seal WITH COLOR MATCHING SAND FINISH NAYV////,00 ROADWAY TOTAL REINSTATEMENT COVER 8" TRENCH DEPTH 12" MAX REINSTATEMENT MATERIAL /PLOWABLE FILL 1 "-2" SAND COVER 1.25" (TYP) - 2" (MAX) SECTION VIEW B—B N0. I EMSIONS BY DAIS ROAD V V��% AY f WITH A CU-ILDX'JDD STD DRAWING RETURN VARIANT A Network, NOT TO SCALE PAGE# 4 ROADWAY I I I I< CURB AND GUTTER I I R VARIANT 11 R/W 2' SI- VARIES S/W II 4- EOP— II FOC A.C. PAVEMENT z�/ B — / 12.5' MINIMUM RADIUS ------------- A TAT A AT ITT117TAT 2' VARIES S/WI MICROTRENCH (TYP.) EOP 15• FOC SPANDREL / FLOW LINES (TYP.) / F g A MICROTRENCH (TYP.) — PLAN VIEW SCALE: NTS 2' R/W S/W I EOP I FOC MICROTRENCH PATHWAY (TYP.) R/W J 21 S/W ,�I I EOP FOC SPANDREL 4 .•— `— `—EXISTING COLD JOINT WITH 3-#4, 4' LONG DOWELS (TYP.) DO NOT CUT 8' CROSS GUTTER 1/8'. Over Band Seal 1/8 " Over Band Seal WITH COLOR WITH COLOR MATCHING SAND MATCHING SAND FINISH 4a. FINISH 4ROADWAY ROADWAY CONCRETE CURB & GUTTER _le . Q •a • TOTAL TOTAL ° n REINSTATEMENT REINSTATEMENT COVER 8" COVER 8" TRENCH DEPTH NCH DEPTH 12" MAX REINSTATEMENT MATERIAL / FLOWABLE FILL 12" MAX REINSTATEMENT MATERIAL/ FLOWABLE FILL 1"-2" SAND COVER 1 "-2" SAND COVER 1.25" (TYP) -2" (MAX) 1.25" (TYP) - 2" (MAX) SECTION VIEW A—A SECTION VIEW B—B NO. MMSIONS By DATE �1 ROADWAY f WITH A CU-1fDX'JDD STD DWG RETURN VARIANT ED Network, NOT TO SCALE IPAGE#5 ROADWAY I I I I< CURB AND GUTTER I I R VARIANT C R/w 2' VARIES - S/W 11 I II � EOP I FOC i PAVEMENT ii A 12.5' MINIMUM RADIUS PLAN VIEW SECTION VIEW A -A 2� R/W S/W EOP I FOC MICROTRENCH PATHWAY (TYP.) 12.5' MINIMUM RADIUS 1/8'. Over Band Seal WITH COLOR WITH COLOR FINISH MATCHING SAND ROADWAY F.—.� FINISH 4q. , TOTAL REINSTATEMENT COVER 8" CONCRETE CURB &GUTTER TRENCH DEPTH - A •4' 12" MAX TOTAL REINSTATEMENT MATERIAL /PLOWABLE FILL REINSTATEMENT R\_1 "-2" SAND COVER COVER 8" If NCH DEPTH 12" MAX REINSTATEMENT MATERIAL /PLOWABLE FILL MS" -1 "-2" SAND COVER 1.25" (TYP) - 2" (MAX) --.] I.— SECTION VIEW A -A 2� R/W S/W EOP I FOC MICROTRENCH PATHWAY (TYP.) 12.5' MINIMUM RADIUS SECTION VIEW B -B NO. IMMSIONS By DAIS 1 ROAD V V��T AY ' WITH A CU�JD AND STD DWG S, GUTTER VARIANT IV �tWO I'k.� NOT TO SCALE jPAGE#6 1/8'. Over Band Seal WITH COLOR MATCHING SAND FINISH NAY 00r V////, /.- - ROADWAY , TOTAL REINSTATEMENT COVER 8" TRENCH DEPTH 12" MAX REINSTATEMENT MATERIAL /PLOWABLE FILL R\_1 "-2" SAND COVER 1.25" (TYP) - 2" (MAX) If SECTION VIEW B -B NO. IMMSIONS By DAIS 1 ROAD V V��T AY ' WITH A CU�JD AND STD DWG S, GUTTER VARIANT IV �tWO I'k.� NOT TO SCALE jPAGE#6 12.5' MINIMUM RADIUS- R/W S/W ---,- 2. fir- AR S 1� 2' 12.5' MINIMUM RADIUS R/W I S/W II EOP FOC EOP-,,,f�, FOC --�, I I �I I j A.C. PAVEMENT MICROTRENCH PATHWAY (TYP.) A PLAN VIEW --------------- 1/8'. Over Band Seal 1/8'' Over Band Seal WITH COLOR WITH COLOR f::-JT �� MATCHING SAND f.—.� FINISH ROADWAY ROADWAY • CO_NCRETE CURB & GUTTER ! ! d A e TOTAL TOTAL n REINSTATEMENT REINSTATEMENT COVER 8" COVER 8" TRENCH DEPTH NCH DEPTH 12" MAX REINSTATEMENT MATERIAL / FLOWABLE FILL 12" MAX REINSTATEMENT MATERIAL/ FLOWABLE FILL 1"-2" SAND COVER 1"-2" SAND COVER 1.25" (TYP) - 2" (MAX) 1.25" (TYP) -2" (MAX) ---] I— SECTION VIEW A -A SECTION VIEW B -B REMSIONS STD DWG NOT TO SCALE PAGE# 7 ASPHALT ROAD CROSSING FROM BACK OF CURB R/W S/W � EOP FOC � a r 12" PIT 1d PUSH UNDER CURB i i Network /A--� CATCH BASIN (STORM DRAIN) TREATED AS UTILITY CROSSING SEE NOTE BELOW. d A.C. PAVEMENT • R/W S/W EOP FOC �C; \—MICROTRENCH PATHWAY (TYP.) PLAN VIEW SCALE: NTS 4- 5.5' SIDEWALK TREE BELT CONCRETE W/PAB TOTAL REINSTATEMENT TRENCH DEPTH 1.20" (1 YF) - Z' (IVIAX) SECTION VIEW C -C I NO. I KVISIONS ASPHALT ROAD CROSSING FROM 4 - STD owc BACK OF CURB NOT To scnLe -12" PIT PUSH UNDER CURB � a r J `I i DATE CONCRETE ROAD CROSSING FROM BACK OF CURB --� •:777j�.e—•r. a — R/W i . R/W .•CL EOP d �.... 'p:• . • a • EOP d .. • FOC ; • :: ••� '.: .. •. d FOC I ,•iy j .•.• ..� a .. d I I of A • ^� --r�'• �4 i. •. ��1'� .,. �• i \A., .p .. a • a,:•.;•.B'• MICROTRENCH PATHWAY (TYP.)� : • ° '!J' • r '� . • .. '• .•; e CATCH BASIN (STORM DRAIN) ..:.:PLAN VIEW .. :°�. ?� : ;, '• J •d ° •, .. 0 q TREATED AS UTILITY CROSSING ° • SCALE: NTS • 14 . '.... °. ::� • ' . • ; ... SEE NOTE BELOW. Over Band Seal WITH COLOR MATCHING SAND FINISH CA ' d 4' SIDEWALK CONCRETE W/PAB 1T1 /8"'77"717 -3- 7Z REINSTATEMENT TRENCH DEPTH COVER 8" 12" MAX REINSTATEMENT MATERIAL. FLOWABLE FILL i 1"-2" SAND COVER 1.25" (TYP) - 2" (MAX) SECTION VIEW D -D TRENCH DEPTH VARIES DUE TO - 6" (MAX) 1/8 " Over Band Seal WITH COLOR FINISH VERIFY DEPTH LOCATION VIA GPR SEE DETAIL BELOW. SECTION VIEW BB—BB NO. By DA -M CONCRETE ROAD O G CROSSING FROM STD owc hetwork� BACK OF CURB NOT TO SCALE PAGE# 9 Micro Trench/Traffic Loop TRAFFIC LOOP VERIFY DEPTH LOCATION VIA GPR SEE DETAIL BELOW. TRENCH DEPTH 12" MAX Over Band Seal WITH COLOR MATCHING SAND FINISH ROADWAY REINSTATEMENT MATERIAL / FLOWABLE FILL PLAN VIEW SCALE: NTS TRAFFIC LOOP VERIFY DEPTH LOCATION VIA GPR SEE DETAIL BELOW. dv. CONCRETE CURB & GUTTER v- a d 'A - v e tl. NO. I pflSOxS By oil[ Micro H Trench/Traffic STD DWG Networks Loop NOT TO SCALE PAGE# 10 REINSTATEMENT 1"-2" SAND COVER COVER *VARIES' � REINSTATEMENT MATERIAL/ TRENCH DEPTH PLOWABLE FILL 12" MAX MICRO DUCTS V-2" SAND COVER TUNNEL UNDER ROADWAY 1.25" (TYP) - 2" (MAX) WITH HAMMER DRILL. MICRO TRENCH STOPS 1" EACH TUNNEL UNDER ROADWAY WITH HAMMER DRILL SIDE OF SHALLOW UTILITY PROFILE SECTION VIEW A -A NO. I pflSOxS By oil[ Micro H Trench/Traffic STD DWG Networks Loop NOT TO SCALE PAGE# 10 STANDARD C H[AMB ERIIN LET PROTECTION FEATURES: • 24" X 36" X 24" (open floor) (actual dimensions on drawing) • CHAMBER — SHIELD X COVER- Tier 22 Load Rated (ANSI/SCTE 77: 2013) • (2) Cover locking Auger bolts, Hex (9/16") or Penta (7/8") head with washer • (2) Non -Seizing Fastening System, Field Replaceable • (4) Embedded Composite Rack Support • (2) Lifting slot equipped with stainless steel pin (slot is approximately 2 %"x%") • (2) Winterized Cable Drop slide (1 %" X 1 • (1) Logo Disk WEIGHT & SHIPPING: • Cover Weight: 47 lbs • Box Weight: 55 lbs • Assembly Weight : 102 lbs PERFORMANCE TESTING: • ANSI/SCTE 77: 2013 - TIER 22 Rated (33,750 lbs) • AS3996 — Class C • EN124 Class B125 • ASTM C1028-07 & AS -4586 (Slip Resistance) • 10,000 Hour Xenon -Arc Exposure (No fiber -bloom) • ASTM D635-06 (Flammability) CURB Covered Lift Pin 24" [610] CHAMBER SHIELD X Cover [731 ] 00000000 00000 0 000 000°000° 00000000 Anti -Slip Tread Pattern Embedded Racking (2 each side) Inside Dimensions Length Width Depth 34 %" 22 %" 21" [873] [578] [533] EXCESS SOXX MATERIAL TO BE DRAWN IN AND TIED OFF TO 2X2 WOODEN STAKE (TYP.) O CURB p O STORM GRATE FILTREXX SOXX O CURBSIDE OPTION "A" PLAN CURBSIDE OPTION "B" PLAN INLET PROTECTION � NO. REVISIONS BY DAIS STANDARD DARD Y mss/ HA1 V EDE 1XVIN L ET � STD DWG N etwo r kS NOT TO SCALE PAGE# 11 TYPICAL AGGREGATION SHELTER 261-5-111 CONCRETE FOUNDATION/SLAB A •a A A .e d v A 00 • U Q ' 2 a 13' 9' X 23'-7 4" SHELTER B a' D U Q 2 A d .A a • q. as a. � G a e JA A PLAN VIEW METAL ROOF EDGE METAL ROOF EDGE AGGREGATE EXTERIOR PANEL AGGREGATE EXTERIOR PANEL �J 31 6 41 ❑ 41 O 39 38 I'lll 39 O O WALL "B" WALL "A" METAL ROOF EDGE METAL ROOF EDGE AGGREGATE EXTERIOR PANEL 3" AGGREGATE EXTERIOR PANEL GENERATOR TANK VENT 6 O O O 41 I.. GRO D ENTRANCE BART) BARD CONDUI 39In 38 I'lll El O O WALL "D" WALL "C" NO. MMSIONS BY DAIS TYPICAL PICAL jmh AGGREGATION STD DWG Network.SHELTERTL� NOT TO SCALE PAGE# 12 �O O 37 ` H ` 40 1 PVC 38 27 O FOR 17 GROUND WIRE ll TYPICAL AGGREGATION SHELTER TYPICAL 12' WIDE ACCESS ROAD (AS REQUIRED BY JURISDICTION) • x d CONCRETE PATHWAY x • o x 5 x x •v a' 42' L5' x 9' X 23.7 4FENCE/WALL CRUSHED ROCK AGGREGATION x SURFACING OR SHELTER GRASS a CRUSHED ROCK x SURFACING OR GRASS Q z O Q x 0 z O w Lu i L x Lu U z O U x HVAC ° HVAC x x 9' 0 XF RM x H -FRAME FOR POWER 3-PHASE 400 AMP SUPPLY x x x x x x 23' SITE LAYOUT NO. REVISIONS BY DAIS TYPICAL PICAL AGGREGATION � SHELTER DWG NOT TO SCALE PAGE# 13 TYPICAL AGGREGATION SHELTER ELEVATION VIEW MICRO TRENCH ENTRY NOTE: 4" DIAMETER PENETRATION 9" DOWN FROM TOP OF CHAMBER 6" IN FROM CORNER OF CHAMBER HFRAME -PTS 3- PHASE 200 AMP SUPPLY (E) GRADE Ir i 116hik Fil POWER FEED CONDUIT (TYP.) (E) GRADE TO MICRO -TRENCH f t TO MICRO -TRENCH 36" MIN. t 36" IN. MICRO -TRENCH ENTRY (TYPO 1 (TYP.) MICRO -TRENCH ENTRY 30"x48"x36" CHAMBER E; 4" CONDUIT SCH. 80 HDPE �30"x48"xW"__UNDERGROUND POWER IN 4" CONDUIT SCH. 80 HDPE CHAMBER CONDUIT. TO POINT OF POWER CONDUIT FOR POWER CONNECTION TO BE VERIFIED WITH UTILITY CO. ELEVATION VIEW NO. MMSIONS BY DAIS TYPICAL AGGREGATION SHELTER STD DWG (D ELEVATION VIEW NOT TO SCALE PAGE# 14 TYPICAL CABINET DETAILS SIDEWALK, 1 WIDTH VARIES BY LOCATION PRECAST CONCRETE PAD 48"x72" I NOKIA ALP -248 1 30"x48"x36"ELECTRONICS CABINET 30"x48" X36' 1 I CHAMBER CHAMBER 1 _l 1 1 PFOC C J 1 EOP 9'-6" 91_69' 1 MINIMUM F MINIMUM 6-0" CLEARANCE AREA 12" 50"�12" 1"-3/4" FOR SWING DOORr �25 I T_ 11" 10" NOKIA ALP -248 ELECTRONICS CABINET 48"26�� \ PTS METER PEDESTAL \ 11" EXISTING GRADE PRECAST CONCRETE PAD 18" CLEARANCE AREA FOR SWING DOOR GRAVELFILL, COMPACTED 'L PRECAST6" CONCRETE PAD TOP VIEW BASE VIEW 11"�26„ 6 5 12" 50" 11l 00 a 4 ' 46" PRE-EXISTING GRADE ORIGINAL SLOPE}" PER FOOT 12" E EVATION SHOWS AS EXAMPLE: 4' PARK/BEAUTY STRIP SIDE VIEW • TYPE B1 6" CURB AND GUTTER PANEL VIEW NO. MMSIONS BY DAIS TYPICAL PICAL CABIl V ET f DETAILS STD DWG Networks NOT TO SCALE PAGE# 15 TYPICAL CABINET DETAILS M ICRO TRENCH ENTRY NOTE: 4" DIAMETER PENETRATION 9" DOWN FROM TOP OF CHAMBER 6" IN FROM CORNER OF CHAMBER NOKIA ALP -248 ELECTRONICS CABINET PTS 30 AMP - 220 VOLT SUPPLY PRECAST CONCRETE PAD 48"x72" 4" CONDUIT SCH. 80 HDPE (E) GRADE rPOWER FEED CONDUIT (TYP.) (E) GRADE TO MICRO -TRENCH I 36" i IN. Irl H�[Tl I I 36" iIN MICRO OTREINCHO ENTRYH MICRO -TRENCH ENTRY (rYP.) (rYP.�� 30"x48"x36"If� CHAMBER 30"x48"x36" UNDERGROUND POWER IN CHAMBER CONDUIT. TO POINT OF POWER CONDUIT FOR POWER CONNECTION TO BE VERIFIED WITH UTILITY CO. ELEVATION VIEW NO. REVISIONS BY DATE TYPICAL PICAL CABDI V IT 7M, DETAILS STD DWG NOT TO SCALE PAGE# 16 CABINET & AGGREGATION SHELTER FEATURES: • 30" X 48" X 36" (open floor) (actual dimensions on drawing) • CHAMBER — SHIELD X Split COVER- Tier 22 Load Rated (ANSI/SCTE 77: 2013) • (4) Cover locking Auger bolts, Hex (9/16") or Penta (7/8") head with washer • (4) Non -Seizing Fastening System, Field Replaceable • (4) Embedded Composite Rack Support • (1) Lifting slot equipped with stainless steel pin (slot is approximately 2 %"x%") • (4) Winterized Cable Drop slide (1 %" X 1 %") • (1) Galvanized Center Beam • (2) Logo Disk WEIGHT & SHIPPING: • Cover Weight: 50 lbs (Per Half) • Box Weight: 129 lbs • Assembly Weight :229 lbs PERFORMANCE TESTING: • ANSI/SCTE 77: 2013 -TIER 22 Rated (33,750 lbs) • AS3996 — Class C • EN124 Class 8125 • ASTM C1028-07 & AS -4586 (Slip Resistance) • 10,000 Hour Xenon -Arc Exposure (No fiber -bloom) • ASTM D635-06 (Flammability) NetworkS Covered Lift Pin SHIELD X Snlit Cover nnn—0000 o _C=M ead Pattern Inside Dimensions Length Width Depth 46 %" 28 %" 32 %" [1180] [730] [832] CABINET & AGGREGATION SHELTER REVISIONS STD DWG NOT TO SCALE �d Racking h side) DATE 0 9 PAGE# 17 PRIVATE PROPERTY MAINLINE TRENCH RC)AnXA/AY 4- 5.5' SIDEWALK TREE BELT CONCRETE W/PAB rinnir%ocTc r%i ioo 12" i -F MAINLINE TRENCH SECTION VIEW E -E NO. REVISIONS BY DAIS TOBY BOX PLACEMENT IN SOFTSCAPE WITH MAINLINE STD DWG N etwo rkc TRENCH IN ROAD NOT TO SCALE PAGE# 18 ROW ROW D •' D D. � DD D • D G D D CONCRETE SIDEWALK Dp : p D• V D D p D D p D R D p D' D .D . D p D p P D D D T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T 4- 4- T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T GREENBELT/ ASTRO TURF/ SOFTSCAPE T T -- -- -- -- -- -- -- -- -- -- T T T T T T T T T T T T T T T T T T T T TT TB T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T 4- T T T T T T T T T . T T T T �. T 4- T 1211 T CURB ' MAINLINE TRENCH RC)AnXA/AY 4- 5.5' SIDEWALK TREE BELT CONCRETE W/PAB rinnir%ocTc r%i ioo 12" i -F MAINLINE TRENCH SECTION VIEW E -E NO. REVISIONS BY DAIS TOBY BOX PLACEMENT IN SOFTSCAPE WITH MAINLINE STD DWG N etwo rkc TRENCH IN ROAD NOT TO SCALE PAGE# 18 PRIVATE PROPERTY ROW , ROW V' D D. p v D D° p • ° D D ° ° L� •' ° vp D D D. D • D G p p v CONCRETE SIDEWALK b p D pp ,.p D D • .; D p p p p v p D T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T 4- 4- T T T T T T T T T T T T T T T T T T T T T T 4- 4- T T T T T T T T T GREENBELT/ ASTRO TURF/ SOFTSCAPE T T T T T T T T T T T TB T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T 12„T T T T T T T T T T T T T T T T T T T T T T T T T MAINLINE TRENCH T T T T 4. TIt CURB RnAnXA/AY 4- 5.5' SIDEWALK TREE BELT CONCRETE W/PAB �12 a ITB ° • ' 10” a CONCRETE CUR 1 AT=A1 MAINLINE TRENCH SECTION VIEW F -F T O BY BOX PLACEMENT "D. ` VISMS BY DA -M IN SOFTSCAPE WITH MAINLINE STD DWG TRENCH AT BACK OF IVtWOI'k CURB NOT TO SCALE PAGE# 19 PRIVATE PROPERTY RnAnXA/AY 4- 5.5' SIDEWALK TREE BELT CONCRETE W/PAB MAINLINE TRENCH SECTION VIEW G -G T O BY BOX PLACEMENT "D. ` VISMS BY DA -M IN SOFTSCAPE WITH MAINLINE STD DWG TRENCH THROUGH Networks SOFTSCAPE. NOT TO SCALE PAGE# 20 ROW ROW D D p p D D pD D D DD D p D D D D. 0 � ' D.. V ; .D D D D D ' D D D •`O p D p CONCRETE SIDEWALK Dp D D• D b :D D D p D p D pe p D D. p T T T T T T T T T T T T 12" T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T04 T T T TGREENBELT/ T T T T T T T T T T T T T T T ASTRO TURF/ SOFTSCAPET TT T TT T TT T T T T T T T T T - 12" T T T MAINLINE TRENCH,, ■ imm tom molt mmi =6 MTN Z A= am ImiEEC ENt M& M& Z &M JWN I�TMWTNot ENJ T T T T T T T T T T T T T T 4 T T T T T 4 T 4 T 4 T T T T T T T T T T T T T T4- T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T CURB RnAnXA/AY 4- 5.5' SIDEWALK TREE BELT CONCRETE W/PAB MAINLINE TRENCH SECTION VIEW G -G T O BY BOX PLACEMENT "D. ` VISMS BY DA -M IN SOFTSCAPE WITH MAINLINE STD DWG TRENCH THROUGH Networks SOFTSCAPE. NOT TO SCALE PAGE# 20 CURB RnAnXA/AY MAINLINE TRENCH 4' SIDEWALK 5.5' CONCRETE W/PAB TREE BELT MAINLINE TRENCH SECTION VIEW H -H N0. I REVISIONS BY DAIS TOBY BOX PLACEMENT IN SOFTSCAPE WITH MAINLINE TRENCH IN ROAD & GREENSPACE STD DWG N etwo rkc AGAINST THE PROPERTY LINE NOT TO SCALE PAGE# 21 PRIVATE PROPERTY ROW ROW T T T T T T T T T T '12 T T T T ? GREENBELT/ ASTRO TURF/ SOFTSCAPE T T T T T T T T T T TB T T T T ,. 3: O T T T T T T T T T T ■ T T T T T T T T T T T T T T T O T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T vv d p OP D D P p DD: p CONCRETE SIDEWALKto ° D D. li D D ' . 6 v 1 v • V. D Dp. t, D. pDD CURB RnAnXA/AY MAINLINE TRENCH 4' SIDEWALK 5.5' CONCRETE W/PAB TREE BELT MAINLINE TRENCH SECTION VIEW H -H N0. I REVISIONS BY DAIS TOBY BOX PLACEMENT IN SOFTSCAPE WITH MAINLINE TRENCH IN ROAD & GREENSPACE STD DWG N etwo rkc AGAINST THE PROPERTY LINE NOT TO SCALE PAGE# 21 PRIVATE PROPERTY MAINLINE TRENCH RnAnNAIAY TREE BELT CURB TO R.O.W. 12" MAINLINE TRENCH SECTION VIEW I -I TOBY BOX PLACEMENT IN NO. M"SD"S BY DA -M SOFTSCAPE WITH MAINLINE TRENCH IN ROAD & GREENSPACE STD DWG FROM CURB TO PROPERTY Network.(- LINE NOT TO SCALE I IPAGE#22 ROW I ROW T T T T T T T T T 41 T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T 4- T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T3: T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T GREENBELT/ T T T T T ASTRO TURF/ T SOFTSCAP T T T E T T T T T T T T �, �, T T �, �, T T �, T �, �, �, �, �, T T T T T �, T �, T T T T T T T 4 T� T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T01 T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T TB T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T 1211 T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T CURB ' MAINLINE TRENCH RnAnNAIAY TREE BELT CURB TO R.O.W. 12" MAINLINE TRENCH SECTION VIEW I -I TOBY BOX PLACEMENT IN NO. M"SD"S BY DA -M SOFTSCAPE WITH MAINLINE TRENCH IN ROAD & GREENSPACE STD DWG FROM CURB TO PROPERTY Network.(- LINE NOT TO SCALE I IPAGE#22 PRIVATE PROPERTY CURB RnAnIA/AY MAINLINE TRENCH HARDSCAPE/CONCRETE MAINLINE TRENCH SECTION VIEW J -J Lu z rJ r Q' W 0- 0 O ry 0 - NO. NO. MMSIONS BY DAIS FAB (FIBER ACCESS BOX) PLACEMENT IN HARDSCAPE WITH MAINLINE TRENCH IN ROAD & HARDSCAPE/CONCRETE STD DWG N etwo rkc FROM CURB TO PROPERTY LINE NOT TO SCALE PAGE# 23 ROW IROW D p . D DV. FAB D ° D D O D. SIDEWALK ° D o R D .CONCRETE D Q °. D vD D D D p' Vol °, D V. D DD D D DD D D P D� D D D p D D D ° D' b V D D D l D.. D p D D DD D D ° D• D D D ° D D D D' ° 17 D CURB RnAnIA/AY MAINLINE TRENCH HARDSCAPE/CONCRETE MAINLINE TRENCH SECTION VIEW J -J Lu z rJ r Q' W 0- 0 O ry 0 - NO. NO. MMSIONS BY DAIS FAB (FIBER ACCESS BOX) PLACEMENT IN HARDSCAPE WITH MAINLINE TRENCH IN ROAD & HARDSCAPE/CONCRETE STD DWG N etwo rkc FROM CURB TO PROPERTY LINE NOT TO SCALE PAGE# 23 10.0 04.2 ALU W PMWEDGE549 FOR #549 BRACKET AND PLAS CNG LID L4LXXX D LID SIFI ?MBRACKET 549 BRACKET FOR 01 WEDGE PO4TXXX P 4 TOP 4.200X.090 NOTES: 1. ENTIRE ANNULAR SPACE BETWEEN BOX AND 6" DIAMETER CORE HOLE SHALL BE FILLED WITH GROUT. 2. LID IS MADE FROM CAST IRON PER ASTM A-48, CLASS 30. 3. PLASTIC LEGS ARE PUSHED OUTWARD WHEN PENTABOLT IS TIGHTENED. THIS SECURES THE LID TO THE BOX. 05.06 05.34 NOTES -ALL EDGES HAVE A 1/16 RADIUS TOLERANCE ±.0625 COMMENT BINGHAM & TAYLOR Bff CONCEPT_SIFI_L BOX CONCEPT SIFI, WNeC J. Butcher LOCKING 10/22/20 5.3 lbs NO. REVISIONS BY DATE ` FAB FIBER ACCESS BOX) v SPECIFICATION SHEET STD DWG N etwo r kS NOT TO SCALE IPAGE#241 HEXATRONIC i Subscriber Underground Access Chamber - 250mm A universal modular chamber for housing subscriber terminations at customer demarcations. Features • 250mm depth Hand Hole • Narrow Footprint - Optimised for Narrow trenching • 250mm Depth with radius optimised for Microduct routing • Cost-Effective • Modular Construction • Simple to Install • High Load Bearing Strength • Up to 2x Microduct Couplers (2 Subscribers) • Capable of housing Optical connectivity demarcations NO. MMSIONS BY DALE TOBY BOX SPECIFICATION SHEETS STD DWG Networks NOT TO SCALE PAGE# 25 Design Designed to offer operators a universal modular chamber for housing subscriber terminations at customer demarcations. The Underground Chamber can be used as a connection point for Microduct Links. Minimizing the effort and investment required to convert a network from homes passed to Homes Connected. Product Information Technical Information Product Color Temperature, Operation [°C] Temperature, Storage ['C] Temperature, Installation [°C] Black PP Gloss -45 to 90 -45 to 90 -45 to 90 N0. I MMSIONS BY DAIS TOBY BOX SPECIFICATION SHEETS STD DWG Networks NOT TO SCALEIPAGE#261 Conformance Marking Technical Details Able to withstand loads of up to 5.5kN in accordance with BS 5834-2 testing. Exceeding requirements for a Grade C lid. Custom Logo Marking available on request HORIZONTAL EXIT N0. I MMSIONS BY DAIS TOBY BOX SPECIFICATION SHEETS STD DWG N etwo r kc NOT TO SCALEI IPAGE#271 Subscriber Underground Access Chamber — 250mm HEXATRONIC Articles F� o° `fie e Article name Subscriber Underground Access Chamber Black 256W255L x 128Dmm 0.7 ENPP-TBY-BOX NO. MMSIONS BY DAIS TOBY BOX SPECIFICATION SHEETS STD DWG (:D Network-c. NOT TO SCALE PAGE# 28 Attachment C Attachment added at the request of Council Member Clark — City of Bellflower Citywide Wireless Network Program OF 13ELLFLO4, sta4eport- TO: X=X Honorable Mayor and Members of the City Council ATTENTION: Jeffrey L. Stewart, City Manager FROM: Jim DellaLonga, Director of Economic Development SUBJECT: Consideration and possible action to provide direction to the City Manager regarding the design, installation and deployment of a Citywide Wireless Network Program DATE: April 6, 2021 EXECUTIVE SUMMARY On July 17, 2019, staff released a Request for Proposals (RFP) for a Wireless Network Implementation Plan, which sought proposals from qualified firms to develop and carry out a citywide wireless network program with an initial focus on connecting the City's downtown and public facilities; and eventually expanding to a citywide wireless network. Staff received two (2) proposals in September 2019 and selected ICC Networking (ICCN), which offered a minimal cost wireless network program with a digital advertising revenue sharing component. Due to COVID-19, this project was placed on hold; however, ICCN recently received interest from a new stakeholder that is willing to fund all up -front costs for design, equipment, deployment and installation of a citywide wireless network in the City of Bellflower, while also sharing the digital advertisement revenue with the City. RECOMMENDATION TO CITY COUNCIL 1) Direct the City Manager to negotiate the terms of an agreement with ICCN to design, install and deploy a citywide wireless network with a revenue sharing component; or 2) Alternatively, discuss and take other action related to this item. FISCAL IMPACT Possible digital adverting revenue for the City. DISCUSSION On July 17, 2019, staff released a Request for Proposals (RFP) for a Wireless Network Implementation Plan, which sought proposals from qualified firms to develop and carry out a citywide wireless network program with an initial focus on connecting the City's downtown and public facilities; and eventually expanding to a citywide wireless network. Page 1 of 4 Staff Report — Citywide Wireless Network Program April 6, 2021 Page 2 of 4 DISCUSSION - Continued The Wireless Network Implementation Plan RFP sought wireless network proposals that would: • Provide ready wireless access to the Internet that would maximize the availability of the Internet to residents, businesses, and visitors of the City; • Close the digital divide and connect as much of the City as possible; • Include strategies for providing wireless connectivity in buildings and homes; • Be of minimum cost to the City, ensuring network capacity per the Federal Communications Commission (FCC) broadband standards; • Be designed so that a user travelling on foot is able to use the wireless network and shift seamlessly from one gateway to another; • Be easily accessible, reliable, at reasonable speeds, and without significant delay; • Allow access to the general public; • Have layered security; • Be accessed without security risks and exposure to illicit content; and • Support secure transactions. Staff received two (2) proposals in September 2019 and selected ICC Networking (ICCN), which offered a citywide wireless network program that met the above criteria and included a digital advertising revenue sharing component, in which advertisement revenue generated from the network would be shared with the City. This digital advertising is similar to advertisements on Facebook, Google and other Internet and social media outlets. Due to COVID-19, this project was placed on hold, however, ICCN recently received interest from a new stakeholder who is willing to fund all up -front costs for design, equipment, deployment and installation of a citywide wireless network in the City of Bellflower, while also sharing the digital advertisement revenue with the City. Furthermore, ICCN proposed individual wireless access points that can be placed inside buildings and homes to enhance the network indoors. These access points are one-time costs that the new stakeholder may be willing to partially fund. Staff has also been exploring other possible options to assist in funding these indoor wireless access points. Some of the possible funding sources include, federal "American Rescue Plan Act' funds and Community Development Block Grant Coronavirus funds (CDBG-CV). Essentially, this is an opportunity for a citywide wireless network program that provides wireless internet access to unconnected citizens and businesses in the community. It is also an opportunity to establish an additional revenue source for the City. Below is a list of some of the key deal points for discussion: KEY POINTS • The stakeholder will pay all up -front costs for design, equipment, deployment/installation, and initial go live of the network. • Since the stakeholder will need to see a return on their investment, they expect to have a long contract (10+ years), and agreement that the city would not deploy a Staff Report— Citywide Wireless Network Program April 6, 2021 Page 3 of 4 competing solution/network, but work closely with the group to meet area connectivity needs. • There will need to be a master agreement for access to Right -of Way (ROW) and City resources, including poles, buildings, etc. • Investor will recoup investment through the digital advertising revenue. • Ongoing infrastructure including, management and parts replacement will be paid from the advertising revenues generated by the network. • Ongoing infrastructure including, management and parts replacement to be paid from the advertising revenues first, before monies are paid to the stakeholder and the City. • The City will be included in the recurring revenue model AFTER the network has been paid for. • ICCN expects to have quarterly meetings to provide network details. • The network operator will adhere to all requirements to limit illicit content and will meet and exceed city requirements. • There will be a review process that includes the City as to what content has been allowed on the network. ATTACHMENTS Attachment No. 1 — Network Equipment Images............................................................. 4 Staff Report — Citywide Wireless Network Program April 6, 2021 Page 4 of 4 Attachment No. 1 — Network Equipment Images AX110Series Managed 11AC Outdoor Access Point PWR-INJ Gigabit Power -over -Ethernet Injector with IEEE802.3at/af Support % oija. IEEE802.11ac I11 Fiber POE++ Eth IEEE802.11ac Of BCLLF(,Owe� staleport 14-G �C,w,NG trrt t TO: Honorable Mayor and Members of the City Council ATTENTION: Jeffrey L. Stewart, City Manager FROM: Jim DellaLonga, Director of Economic Development SUBJECT: Consideration and possible action to approve and authorize the City Manager to execute a Master Right of Way Agreement (Agreement File No. 904), in a form approved by the City Attorney, with ICC Networking for the design, installation and deployment of a Citywide Wireless Internet Network. DATE: August 23, 2021 EXECUTIVE SUMMARY On July 17, 2019, staff released a Request for Proposals (RFP) for a Wireless Network Implementation Plan, which sought proposals from qualified firms to develop and carry out a citywide wireless network program with an initial focus on connecting the City's downtown and public facilities; and eventually expanding to a citywide wireless network. As a result of the RFP, staff selected ICC Networking (ICCN), which offered a minimal cost wireless network program with a digital advertising revenue sharing component. Due to COVID-19, this project was placed on hold; however, ICCN received interest from a stakeholder that is willing to fund all up -front costs for design, equipment, deployment and installation of a citywide wireless network in the City of Bellflower, while also sharing the digital advertisement revenue with the City. This information was brought before the City Council for consideration at a Special City Council Meeting on April 6, 2021. At the April 6, 2021 Special City Council Meeting, the City Council directed the City Manager to negotiate the terms of an agreement with ICCN to design, install and deploy a citywide wireless network with a revenue sharing component. Hence, Agreement File No. 904 is a result of the terms that have been negotiated. RECOMMENDATION TO CITY COUNCIL 1) Authorize the City Manager to execute Master Right of Way Agreement AFN 904 ICCN, in a form approved by the City Attorney, with ICC Networking for the design, installation and deployment of a Citywide Wireless Network with a revenue sharing component; or 2) Alternatively, discuss and take other action related to this item Page 1 of 3 - Page 1 of 18- Staff Report— Citywide Wireless Master ROW Agreement August 23, 2021 Page 2 of 3 FISCAL IMPACT There is no cost to the City to implement this agreement. The City's share of advertising revenue is set at 10% for year 3 of the agreement and 20% going forward. The amount of revenue will depend on the number of users of the network. DISCUSSION On July 17, 2019, staff released a Request for Proposals (RFP) for a Wireless Network Implementation Plan, which sought proposals from qualified firms to develop and carry out a citywide wireless network program with an initial focus on connecting the City's downtown and public facilities; and eventually expanding to a citywide wireless network. The Wireless Network Implementation Plan RFP sought wireless network proposals that would: • Provide ready wireless access to the Internet that would maximize the availability of the Internet to residents, businesses, and visitors of the City; • Close the digital divide and connect as much of the City as possible; • Include strategies for providing wireless connectivity in buildings and homes; • Be of minimum cost to the City, ensuring network capacity per the Federal Communications Commission (FCC) broadband standards; • Be designed so that a user travelling on foot is able to use the wireless network and shift seamlessly from one gateway to another; • Be easily accessible, reliable, at reasonable speeds, and without significant delay; • Allow access to the general public; • Have layered security; • Be accessed without security risks and exposure to illicit content; and • Support secure transactions. Staff received two (2) proposals in September 2019 and selected ICC Networking (ICCN), which offered a citywide wireless network program that met the above criteria and included a digital advertising revenue sharing component, in which advertisement revenue generated from the network would be shared with the City. This digital advertising is similar to advertisements on Facebook, Google and other internet and social media outlets. Due to COVID-19, this project was placed on hold, however in early 2021, ICCN received interest from a new stakeholder who is willing to fund all up -front costs for design, equipment, deployment and installation of a citywide wireless network in the City of Bellflower, while also sharing the digital advertisement revenue with the City, once their investment is paid off. Furthermore, ICCN proposed individual wireless access points that can be placed inside buildings and homes to enhance the network indoors. These access points are one- time costs that the new stakeholder may be willing to partially fund. Staff has also been exploring other possible options to assist in funding these indoor wireless access points. Some of the possible funding sources include, federal "American Rescue Plan Act" funds and Community Development Block Grant Coronavirus funds (CDBG-CV). - Page 2of18- Staff Report — Citywide Wireless Master ROW Agreement August 23, 2021 Page 3 of 3 — Continued Should City Council approve the Master Right of Way Agreement, ICCN anticipates beginning deployment of the network within 6 to 8 weeks of execution of the agreement. This is an opportunity for a citywide wireless network program that provides wireless internet access to unconnected citizens and businesses in the community. It is also an opportunity to establish an additional revenue source for the City. Below is a list of some of the key deal points in the proposed agreement: KEY POINTS • The Provider/Investor will pay all up -front costs for design, equipment, deployment/installation, and initial go live of the network. • The agreement has an initial term of 10 years and will renew automatically for four additional 5 -year terms. • Provider/Investor to have access to City Rights -of Way (ROW) and resources, including poles, buildings, etc. • Investor will recoup investment through the digital advertising revenue. • The network will support the full FCC requirements of a minimum bandwidth of 25 Mbps download and 3 Mbps upload. • Ongoing infrastructure maintenance including, management and parts replacement will be paid from the advertising revenues generated by the network, before monies are paid to Provider and City. • The City will be included in the recurring revenue model after the network has been paid for (estimated to be 24 to 36 months after deployment and with network use of at least 15% of the City's population, about 11,700 users). City's revenue share is 10% in year 3 and 20% thereafter. • The network operator will adhere to all requirements to limit illicit content and will meet and exceed city requirements and will include a review process that includes the City as to what content has been allowed on the network. ATTACHMENTS Attachment No. 1 — Master Right of Way Agreement...................................................... 4 Attachment No. 2 — Network Equipment Images........................................................... 18 - Page 3of18- MASTER RIGHT OF WAY AGREEMENT FILE NO. 904 BY AND BETWEEN THE CITY OF BELLFLOWER AND INTERNATIONAL COMMUNICATIONS CORPORATION FOR MINI CELL INSTALLATION AND CITYWIDE WIRELESS BROADBAND SERVICES This Master Right of Way Agreement (the "Agreement") made this 23`d day of August, between CITY OF BELLFLOWER, a general law city and municipal corporation ("City") and INTERNATIONAL COMMUNICATIONS CORPORATION (dba: ICC Networking/ICCN), a Delaware corporation ("Provider"). The Parties agree as follows. RECITALS. The Parties enter into this Agreement with reference to the following: A. Provider desires to install, maintain and operate wired or wireless communications equipment (collectively, "Communication Equipment") in and/or upon City's right-of-way; B. City seeks to provide its residents with greater accessibility to digital communications within the community; C. Provider is solely responsible to secure authorization of the owner of any pole or structure in order to deploy the Communications Equipment and will obtain a City permit for each location; and PROPRIETARY CAPACITY. City is acting in its proprietary capacity as a Party to this Agreement. The aesthetics of permitting Provider to install Communications Equipment at various locations within the community is a critical condition of the authorization set forth in this Agreement. LICENSE TO USE PROPERTY. A. Subject to this Agreement, City agrees to license Provider to use certain space (the "Space") located in City's right-of-way and other real property owned by City in fee (collectively, the "Property") for installing, operating, and maintaining Communication Equipment only. The Property may not be used for any other purpose. The license includes the following: "Access Space" which constitutes the non-exclusive right of ingress and egress to/from the Property at all times (subject, however, to Permits issued by City where streets must be closed or other work restrictions are imposed because of holidays or emergencies) and to/from the Premises (as defined below) to install, operate and maintain the Communications Equipment. Page 1 of 14 - Page 4of18- City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 2 of 14 2. "Antenna Space" which constitutes space needed to install, maintain and operate of antennas and associated equipment; 3. "Cabling Space" which constitutes space for installing, operating and maintaining wires, cables, conduits and pipes running between and among the Space and Antenna Space and all necessary electrical and telephone utility sources located on the Property; B. The Access Space, Antenna Space, Cabling Space, and Space are collectively referenced as the "Premises" and must be as identified in encroachment permits (the "Permits") issued by City in accordance with the Bellflower Municipal Code ("BMC"). C. Provider is solely responsible to secure authorization from the owner of any pole or structure for purposes of attaching Communications Equipment for which a permit is sought. D. If the Property has insufficient access to electric, telephone, cable or fiber utility sources, then City will issue to Provider or the local utility Provider a Permit to install such utilities on, over and/or under the Property necessary for Provider to operate its Communications Equipment. E. City must approve the height, material, design, and placement of the Communications Equipment. Such approval will not be unreasonably withheld. The City Manager, or designee, may make such determination. 4. USE OF PREMISES. A. Provider is responsible for the planning, design, funding, and maintenance of the communication network intended to deliver electronic communication connectivity to all parts of City in accordance with this Agreement. B. The network will consist of multiple wired and wireless technologies and other communication methods to reach the greatest number of City residents as is technologically practicable. The network will be open to City residents; visitors; and government. C. Provider will undertake its best efforts to provide electronic communications coverage in areas that include residential, commercial, government, streets, alleys, public areas, and other locations that will foreseeably become available during the term of this Agreement. There may be geographical limitations or regions not in need of communication technology. Such areas of exclusions will be reported to City. - Page 5of18- City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 3 of 14 D. Provider will deploy a communications network that meets or exceeds national average performance as determined by the Federal Communications Commission ("FCC') while seeking to be on par with local competitors of similar residential device connections to a network. E. Provider may utilize a revenue model based on subscribers and registered users to the network. City users, however, will not pay for the use of the network once it is live and operational. Moreover, no usage may violate any existing or future Provider Terms and Conditions, or Usage rules. F. Provider may deploy the network in phases once those phases are confirmed to City. Phases may occur in parallel with each other based on success of deployments, funding, and Permits. G. City has no requirements regarding data provided to Provider by users accessing the network. Provider must comply with all applicable laws regarding consumer privacy including without limitation, the California Consumer Privacy Act (CCPA). H. Provider will provide unlimited and no -cost network access to City for public service announcements including, without limitation, emergency notification; community alerts; and other government speech. City will provide access and support for successful use of the Premises to Provider including, without limitation: Facilitating processing of Permits for Communication Equipment upon Property and Premises; 2. City will cooperate with Provider in reasonable marketing efforts to encourage network use, enable visibility, and knowledge of the network. 5. PERMITS. Before commencing any work on the Property, Provider must obtain Permits from City pursuant to the BMC. Each Permit will, for purposes of this Agreement, identify a licensed location for installing Communications Equipment subject to this Agreement (a "Licensed Location"). The Permits themselves, however, are governed by the BMC and not this Agreement, i.e., the conditions included in each Permit will be specific for a Licensed Location and are subject to all regulations within the BMC. Provider may surrender Licensed Locations at any time with or without cause upon 90 -day notice to City. In an effort to continue to provide services to the community, City will work with Provider to identify equal or better alternate locations, before the surrender of an existing location. Provider must provide evidence of authorization to attach Communications Equipment to a pole or structure owned by an entity other than City for a Permit to be issued for that location. - Page 6of18- City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTm Page 4 of 14 6. TERM; FEES AND PAYMENTS. A. Unless otherwise terminated, this Agreement will be for a term of 10 years commencing upon the execution of this Agreement. Either Party may terminate this Agreement upon written notice of the intent to terminate at least one year before the end of the then current term. B. The Licensed Location for installed Communication Equipment will become effective upon City accepting a notice of completion from Provider for that Licensed Location upon the Property (the "Effective Approval Date"). Thereafter, the Permit for a Licensed Location will be coterminous with this Agreement. C. This Agreement will renew automatically on its anniversary date for four additional 5 -year terms unless terminated by a Party in accordance with this Agreement. D. Provider will pay City no fees, permit or otherwise for Licensed Locations under this Agreement. 7. CONSIDERATION. In consideration for the use of public rights of way for the purchase and installation of Communications Equipment and providing a no -charge citywide wireless communications network to the residents of Bellflower, Provider will offer City a share of ongoing revenues during the life of the Agreement based on the example provided in Appendix A, which is incorporated by reference. A. Provider must achieve network use of at least 15% of the City's population to make the network financially viable. Appendix A provides estimated costs, projections, and potential revenue sharing results. B. Network investors will be paid first, within the initial 24 to 36 months of network deployment. The timeline is an estimate only and can be impacted by various factors including permitting, network usage, marketing, operating costs, and other factors not within control of Provider. 8. CONDEMNATION. If all or part of the Property is acquired by eminent domain or purchase in lieu thereof, Provider acknowledges that twill have no claim to any compensation awarded for the taking of Property or any portion thereof or for loss of or damage to Provider's improvements. 9. RELOCATION BENEFITS. Provider acknowledges that it has been informed that City is a public entity and that Property was previously acquired by City for a public purpose. Provider further acknowledges that any rights acquired under this Agreement arose after the date of acquisition of Property and that said rights are subject to termination when Property is needed by City. Provider hereby acknowledges that at the time of said termination of this Agreement by City, - Page 7of18- City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 5 of 14 it will not be a "displaced person" entitled to any of the relocation assistance or benefits offered to displaced persons under State or Federal law. 10. ALTERATIONS. Provider will not make, or cause to be made, any alterations to the Property, or any part thereof, without City's prior written consent. 11. HAZARDOUS/TOXIC WASTE. City has not, nor, to City's knowledge, has any third party used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (as defined below) on, under, about or within the Property in violation of any law or regulation. Provider agrees that it will not use, generate, store or dispose of any Hazardous Material (as defined below) on, under, about or within the Property in violation of any law or regulation. Provider agrees to defend and indemnify City, to the extent stated in Section 12, against any and all losses, liabilities, claims or costs arising from any breach of any warranty or agreement contained in this Section. As used in this Section, "Hazardous Material" means any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos). 12. SIGNS. Provider will not place any sign upon the Property without City's prior written consent. Provider will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances. 13.ASSIGNMENT. Provider will not be permitted to assign this Agreement or any interest therein without City's written permission. The City Manager is authorized to grant such permission which will not be unreasonably withheld. 14. INDEMNIFICATION A. Provider will hold City harmless and free from any and all liability arising out of this Agreement, or its performance, except for such loss or damage arising from City's sole negligence or willful misconduct. Should City be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, pursuant to this Agreement, Provider will defend City (at City's request and with counsel satisfactory to City) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "City" includes City's officers, officials, employees, agents, representatives, and certified volunteers. C. Provider expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. - Page 8of18- City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP PrograrnTM Page 6 of 14 D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. E. The requirements as to the types and limits of insurance coverage to be maintained by Provider as required by below, and any approval of said insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Provider pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 15. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, Provider will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Commercial general liability: Workers compensation Limits (combined single) $2,000,000 Statutory limits B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO Forms. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies must be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable except upon thirty (30) days prior written notice to City except for nonpayment of premiums which may be cancelable upon ten (10) day notice. C. Provider will furnish to City duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "AMI." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. Provider will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor"with regard to any notice provisions. - Page 9of18- City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTm Page 7 of 14 D. Should Provider, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at Provider's expense and charge the cost of such insurance to Provider under this Agreement or terminate. E. All policies required by this Agreement must allow City, as additional insured, to satisfy the self-insured retention ("SIR") and deductible of the policy in lieu of Provider (as the named insured) should Provider fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Finance Director. Provider understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Provider as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Provider's behalf upon the Provider's failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Provider for breach of this Agreement in addition to any other damages incurred by City due to the breach. 16. COMPLIANCE WITH LAW. Provider will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Property and will faithfully observe in the use of the Property all applicable laws. The judgment of any court of competent jurisdiction, or the admission of Provider in any action or proceeding against Provider, whether City be a party thereto or not, that Provider has violated any such ordinance or statute in the use of the Property will be conclusive of that fact as between City and Provider. 17.INTERFERENCE. A. Provider agrees that Provider's Communication Equipment will not cause interference that is measurable in accordance with industry standards to any City communications equipment including, without limitation, traffic signal control equipment. City agrees that City will not cause interference that is measurable in accordance with industry standards to the Communication Equipment. B. Without limiting any other rights or remedies, if interference occurs and continues for a period exceeding 48 hours following notice to the interfering party via telephone to Provider's Network Operations Center at (855) 956-2570 or to the City at (562) 804-1424, extension 2010, the interfering party must reduce power or cease operations of the interfering equipment until the interference is cured. C. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this section and therefore the Parties have the right to equitable remedies such as, without limitation, injunctive relief and specific performance. - Page 10 of 18 - City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTm Page 8 of 14 18. REMOVAL AT END OF TERM; ABANDONMENT OF RIGHT-OF-WAY; WIDENING. A. Provider will, within 120 days after termination of this Agreement, restore the Property to its original condition, reasonable wear and tear and casualty damage excepted. City agrees and acknowledges that all of the Communication Equipment will remain the personal property of Provider and Provider will have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable laws. B. The Parties recognize that City may hold an easement interest only in certain of its Property. Upon abandonment by City of a road or section thereof, Provider may have no rights against the owner of the underlying fee estate to maintain its facilities. Provider will have no right to cause City to continue to operate such Property. In the event, in its reasonable discretion, City determines it is in the public interest to abandon such Property, the affected Licensed Location will terminate and Provider will not be obligated to pay City further fees for such Licensed Location. C. The Parties recognize that City may from time to time widen, expand and/or add sidewalks, bike trails or make other right-of-way improvements (collectively referred to as 'Widening Improvements"). In the event that Provider's Communication Equipment must be moved to accommodate said improvements. City may, but is not required to, work with Provider to identify equal or better alternate locations, before the surrender of an existing location. 19. RIGHTS UPON SALE. Except as otherwise provided, should City at any time during the Term decide (i) to sell or transfer all or any part of the Property to a purchaser other than Provider, or (ii) to grant to a third party by easement or other legal instrument an interest in and to a portion of a Licensed Location, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, such sale or grant of an easement or interest therein will be under and subject to this Agreement and any such purchaser or transferee will recognize Provider's contractual rights. 20. DEFAULT. In the event there is a breach by a Party with respect to any of the provisions of this Agreement or its obligations under it, the non -breaching Party will give the breaching Party written notice of such breach. After receipt of such written notice, the breaching Party will have 60 days in which to cure any breach, provided the breaching Party will have such extended period as may be required beyond the sixty 60 days if the breaching Party commences the cure within the 60 -day period and thereafter continuously and diligently pursues the cure to completion. The non -breaching Party may not maintain any action or effect any remedies for default against the breaching Party unless and until the breaching Party has failed to cure the breach within the time periods provided in this Paragraph. -Page 11 of 18 - City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 9 of 14 21. CASUALTY. In the event of damage by fire or other casualty to the Premises, not the fault or cause of Provider, that cannot reasonably be expected to be repaired within 45 days following same or if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt Provider's operations at the Premises for more than 45 days, then Provider may, at any time following such fire or other casualty, provided City has not completed the restoration required to permit Provider to resume its operation at the Premises, may terminate this Agreement upon 15 days prior written notice to City. Notwithstanding the foregoing, if the casualty is not the fault or cause of Provider then the fees owed to City will abate during the period of repair following such fire or other casualty in proportion to the degree to which Provider's use of the Premises is impaired. 22. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this Agreement will not constitute a waiver of any further breach of the same or other term of this Agreement. 23. ENTRY BY CITY AND PUBLIC. Neither this Agreement nor any Permit conveys any property interest to Provider. Except for areas restricted because of safety concerns, City and the general public will have unrestricted access upon Property for all lawful acts. 24. POSSESSORY INTEREST TAXES. While this Agreement constitutes a license to use real property without any possessory interest granted to Provider, City nevertheless informs Provider pursuant to Revenue & Taxation Code § 107.6 that any property interest in the Property may be subject to property taxation if created and that Provider may be subject to the payment of property taxes levied on its interest. Provider may not deduct such amount from payments to City. 25. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of Provider, or a general assignment by the Provider for the benefit of creditors, or any action taken or offered by Provider under any insolvency or bankruptcy action, will constitute a breach of this Agreement by Provider, and in such event said license will automatically cease and terminate. 26.NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party to this Agreement by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to Provider at: To City City Manager City of Bellflower 16600 Civic Center Dr, Bellflower, CA 90706 - Page 12 of 18 - City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 10 of 14 To Provider: ICC Networking 11801 Pierce St., 2nd FL Riverside, CA 92505 Attn: Legal Department Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 27.ACCEPTANCE OF ELECTRONIC SIGNATURES. This Agreement and its amendments may be executed with electronic signatures in accordance with Government Code §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature. 28. GOVERNING LAW. This license has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County. 29. PARTIAL INVALIDITY. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, unimpaired by the holding. 30. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between City and Provider respecting Property, the use of Property by Provider, and the specified license term, and correctly sets forth the obligations of City and Provider. Any agreement or representations respecting Property or its licensing by City to Provider not expressly set forth in this instrument are void. 31. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party. 32. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This license may be modified by written agreement. City's city manager, or designee, may execute any such amendment on behalf of City. 33. COUNTERPARTS. This license may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. - Page 13 of 18 - City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTm Page 11 of 14 34. MUNICIPAL POWERS. Nothing in this Agreement is intended to, nor can it, act as a limitation on City's present or future exercise of police powers in accordance with the California Constitution and applicable law. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF BELLFLOWER Jeffrey L. Stewart, City Manager ATTEST: Mayra Ochiqui, City Clerk APPROVED AS TO FORM: Karl H. Berger, City Attorney ICC NETWORKING Keith Alexis, President Taxpayer ID No. - Page 14 of 18 - City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 12 of 14 Appendix A Estimated network cost, revenue, and revenue sharing. Due to the flexible and undulating nature of ad revenue, these are estimated projections, provided as guidance and will be updated quarterly and reported to City with a report on the progress. ConnectDirect, a marketing partner with Provider, assumes all revenues, projections, contracts, and liability for ad projections and payments as a third -party partner of ICCN. Deployment locations and Phases Estimated cost of deployment for each section. This cost is carried but the investor group working in tandem with ICCN as part of the Greater Access and Performance TM program to bridge the digital divide. These deployment values are estimates only and will be confirmed once final site surveys are completed. Phase 1 - POC $75,000 12 $15,000 Phase 2 $350,000 15 $25,000 Phase 3 $350,000 15 $30,000 Phase 4 $250,000 12 $37,000 Phase 5 $250,000 12 $40,000+ Total Private Investment $1,275,000 - Page 15 of 18 - City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 13 of 14 REVENUE MODEL: The GAP ProgramT"' works with investors to facilitate IP networks for cities. Once live, the network is monetized using ad or other revenue options to help pay for initial investment, ongoing support, maintenance, and expansion. Repayment of the initial network funding typically takes 24 months. Repayment of infrastructure could take up to 36 months based on adoption rates. Once completed, the ad revenue sharing begins with City. The City of Bellflower's Estimated Ad Revenue Sharing Plan Based on estimated gross revenue from advertising monetization Category definitions: 1. GAP Program Year — Each year the City is eligible for ad revenue sharing 2. Est. Monthly Ad Revenue — An estimate of the average total ad revenue per month for a 12 -month period 3. Est. Annual Gross Ad Revenue — An estimate of the average total ad revenue per year 4. Ad Rev Donation Rate — This is the percentage of revenue shared with the City for that year 5. Est. Annual Program Donation — The total estimated ad revenue given to the City in that one year. NOTE: These are estimated revenues, which may decrease or increase at different times during the agreement term. - Page 16of18- GAP Program Year Est. Monthly Ad Revenue Est. Annual Gross Ad Revenue Ad Rev Donation Rate Est. Annual Program Donation Year 3 $73,708 $884,493.75 10% $88,449.38 Year $96,508 $1,158,096.56 20% $231,619.31 Years $144,721 $1,736,655.00 20% $347,331.00 Year 6 $173,556 $2,082,671.25 20% $416,534.25 Year 7 $250,863 $3,010,350.00 20% 5602,070.00 Year $250,863 $3,010,350.00 20% 5602,070.00 Year9, $250,863 $3,010,350.00 20% $602,070.00 Year 10 $250,853 $3,010,350.00 20% 5602,070.00 Category definitions: 1. GAP Program Year — Each year the City is eligible for ad revenue sharing 2. Est. Monthly Ad Revenue — An estimate of the average total ad revenue per month for a 12 -month period 3. Est. Annual Gross Ad Revenue — An estimate of the average total ad revenue per year 4. Ad Rev Donation Rate — This is the percentage of revenue shared with the City for that year 5. Est. Annual Program Donation — The total estimated ad revenue given to the City in that one year. NOTE: These are estimated revenues, which may decrease or increase at different times during the agreement term. - Page 16of18- City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 14 of 14 NOTE: Optional GAP Program incentives open to the City of Bellflower Residents will have the option to purchase additional in-home devices to extend the free city network into their premise. If the City chooses to subsidize those devices, the non-profit group Social Wireless will match those subsidies: In-home customer premise equipment (CPE) for a total of $250 per residence. i. IF the City subsidizes program contribution - $100/residence fl. THEN there is a private donation contribution - $150/residence An advanced laptop with hardened case for a total of $499/unit (limit 2 per household) NOTE: Delay of payments to the investors and city can include events the Provider cannot control including: • Acts of God • Construction, permit, and installer delays • Delays due to public notices provided in response to pandemic and other health or non -health emergencies • Limitation of location for equipment installations • Any other limitation or delay that the Provider reports to the City Page 17 of 18 - Attachment No. 2 — Network Equipment Images AX110Series Managed 11AC Outdoor Access Point PWR-IN) Gigabit Power -over -Ethernet Injector with IEEE802.3at/af Support IEEE802.S1ac �.A; k - 1 -f 1 Fiber POE++ Eth uaaavrAWN - Page 18 of 18 - DocuSign Envelope ID: 950023AF-902D-44ES-810E-95844416EACD MASTER RIGHT OF WAY AGREEMENT FILE NO. 904 BY AND BETWEEN THE CITY OF BELLFLOWER AND INTERNATIONAL COMMUNICATIONS CORPORATION FOR MINI CELL INSTALLATION AND CITYWIDE WIRELESS BROADBAND SERVICES This Master Right of Way Agreement (the "Agreement") made this 23rtl day of August, between CITY OF BELLFLOWER, a general law city and municipal corporation ("City") and INTERNATIONAL COMMUNICATIONS CORPORATION (dba: ICC Networking/ICCN), a Delaware corporation ("Provider"). The Parties agree as follows. 1. RECITALS. The Parties enter into this Agreement with reference to the following: A. Provider desires to install, maintain and operate wired or wireless communications equipment (collectively, "Communication Equipment") in and/or upon City's right-of- way; B. City seeks to provide its residents with greater accessibility to digital communications within the community; C. Provider is solely responsible to secure authorization of the owner of any pole or structure in order to deploy the Communications Equipment and will obtain a City permit for each location; and 2. PROPRIETARY CAPACITY. City is acting in its proprietary capacity as a Party to this Agreement. The aesthetics of permitting Provider to install Communications Equipment at various locations within the community is a critical condition of the authorization set forth in this Agreement. 3. LICENSE TO USE PROPERTY. A. Subject to this Agreement, City agrees to license Provider to use certain space (the "Space") located in City's right-of-way and other real property owned by City in fee (collectively, the "Property") for installing, operating, and maintaining Communication Equipment only. The Property may not be used for any other purpose. The license includes the following: "Access Space" which constitutes the non-exclusive right of ingress and egress to/from the Property at all times (subject, however, to Permits issued by City where streets must be closed or other work restrictions are imposed because of holidays or emergencies) and to/from the Premises (as defined below) to install, operate and maintain the Communications Equipment. Page 1 of 115 DowSign Envelope ID: 950023AF-902D-44EB-81 OF-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 2 of 15 "Antenna Space" which constitutes space needed to install, maintain and operate of antennas and associated equipment; 3. "Cabling Space' which constitutes space for installing, operating and maintaining wires, cables, conduits and pipes running between and among the Space and Antenna Space and all necessary electrical and telephone utility sources located on the Property; B. The Access Space, Antenna Space, Cabling Space, and Space are collectively referenced as the "Premises" and must be as identified in encroachment permits (the 'Permits") issued by City in accordance with the Bellflower Municipal Code ("BMC"). C. Provider is solely responsible to secure authorization from the owner of any pole or structure for purposes of attaching Communications Equipment for which a permit is sought. D. If the Property has insufficient access to electric, telephone, cable or fiber utility sources, then City will issue to Provider or the local utility Provider a Permit to install such utilities on, over and/or under the Property necessary for Provider to operate its Communications Equipment. E. City must approve the height, material, design. and placement of the Communications Equipment. Such approval will not be unreasonably withheld. The City Manager, or designee, may make such determination. 4. USE OF PREMISES. A. Provider is responsible for the planning, design, funding, and maintenance of the communication network intended to deliver electronic communication connectivity to all parts of City in accordance with this Agreement. B. The network will consist of multiple wired and wireless technologies and other communication methods to reach the greatest number of City residents as is technologically practicable. The network will be open to City residents; visitors; and government. C. Provider will undertake its best efforts to provide electronic communications coverage in areas that include residential, commercial, government, streets, alleys, public areas, and other locations that will foreseeably become available during the term of this Agreement. There may be geographical limitations or regions not in need of communication technology. Such areas of exclusions will be reported to City. DocuSign Envelope ID: 950023AF-902D-44EB-810E-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 3 of 15 D. Provider will deploy a communications network that meets or exceeds national average performance as determined by the Federal Communications Commission ("FCC") while seeking to be on par with local competitors of similar residential device connections to a network. E. Provider may utilize a revenue model based on subscribers and registered users to the network. City users, however, will not pay for the use of the network once it is live and operational. Moreover, no usage may violate any existing or future Provider Terms and Conditions, or Usage rules. F. Provider may deploy the network in phases once those phases are confirmed to City. Phases may occur in parallel with each other based on success of deployments, funding, and Permits. G. City has no requirements regarding data provided to Provider by users accessing the network. Provider must comply with all applicable laws regarding consumer privacy including without limitation, the California Consumer Privacy Act (CCPA). H. Provider will provide unlimited and no -cost network access to City for public service announcements including, without limitation, emergency notification; community alerts; and other government speech. City will provide access and support for successful use of the Premises to Provider including, without limitation: 1. Facilitating processing of Permits for Communication Equipment upon Property and Premises; 2. City will cooperate with Provider in reasonable marketing efforts to encourage network use, enable visibility, and knowledge of the network. 5. PERMITS. Before commencing any work on the Property, Provider must obtain Permits from City pursuant to the BMC. Each Permit will. for purposes of this Agreement, identify a licensed location for installing Communications Equipment subject to this Agreement (a "Licensed Location"). The Permits themselves, however, are governed by the BMC and not this Agreement, i.e., the conditions included in each Permit will be specific for a Licensed Location and are subject to all regulations within the BMC. Provider may surrender Licensed Locations at any time with or without cause upon 90 -day notice to City. In an effort to continue to provide services to the community, City will work with Provider to identify equal or better alternate locations, before the surrender of an existing location. Provider must provide evidence of authorization to attach Communications Equipment to a pole or structure owned by an entity other than City for a Permit to be issued for that location. DocuSign Envelope ID: 950023AF-902D-44EB-810E-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM" Page 4 of 15 6. TERM; FEES AND PAYMENTS. A. Unless otherwise terminated, this Agreement will be for a term of 10 years commencing upon the execution of this Agreement. Either Party may terminate this Agreement upon written notice of the intent to terminate at least one year before the end of the then current term. B. The Licensed Location for installed Communication Equipment will become effective upon City accepting a notice of completion from Provider for that Licensed Location upon the Property (the "Effective Approval Date"). Thereafter, the Permit for a Licensed Location will be coterminous with this Agreement. C. This Agreement will renew automatically on its anniversary date for four additional 5 -year terms unless terminated by a Party in accordance with this Agreement. D. Provider will pay City no fees, permit or otherwise for Licensed Locations under this Agreement. 7. CONSIDERATION. In consideration for the use of public rights of way for the purchase and installation of Communications Equipment and providing a no -charge citywide wireless communications network to the residents of Bellflower, Provider will offer City a share of ongoing revenues during the life of the Agreement based on the example provided in Appendix A, which is incorporated by reference. A. Provider must achieve network use of at least 15% of the City's population to make the network financially viable. Appendix A provides estimated costs, projections, and potential revenue sharing results. B. Network investors will be paid first, within the initial 24 to 36 months of network deployment. The timeline is an estimate only and can be impacted by various factors including permitting, network usage, marketing, operating costs, and other factors not within control of Provider. C. Provider acknowledges that revenue sharing with City will commence when network deployment is complete and network use reaches 15% of the City's population, and agrees to provide to City quarterly updates regarding usage data, network status, and network deployment. To more rapidly bridge the digital divide and increase network usage, City may separately contract with ICCN for the purchase of in-home Customer DocuSign Envelope ID: 950023AF-902D-44EB-810E-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 5 of 15 Premise Equipment (CPE) units at the cost of $100 per qualifying low- income residencelhousehold, The parties understand and agree that any such arrangement is intended to accelerate the revenue sharing date between City and Provider. Accordingly, City (or its vendor) will provide data to Provider to reflect such efforts. Should City invest a minimum of $500,000 for the purchase CPE units, and network usage reaches 15% of the City's population in less than 24 months of network deployment, Provider agrees to increase the City's first year revenue share percentage to 20%. 8. CONDEMNATION. If all or part of the Property is acquired by eminent domain or purchase in lieu thereof, Provider acknowledges that it will have no claim to any compensation awarded for the taking of Property or any portion thereof or for loss of or damage to Provider's improvements. 9. RELOCATION BENEFITS. Provider acknowledges that it has been informed that City is a public entity and that Property was previously acquired by City for a public purpose. Provider further acknowledges that any rights acquired under this Agreement arose after the date of acquisition of.Property and that said rights are subject to termination when Property is needed by City. Provider hereby acknowledges that at the time of said termination of this Agreement by City, it will not be a "displaced person" entitled to any of the relocation assistance or benefits offered to displaced persons under State or Federal law. 10. ALTERATIONS. Provider will not make, or cause to be made, any alterations to the Property, or any part thereof, without City's prior written consent. 11. HAZARDOUS/TOXIC WASTE. City has not, nor, to City's knowledge, has any third party used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (as defined below) on, under, about or within the Property in violation of any law or regulation. Provider agrees that it will not use, generate, store or dispose of any Hazardous Material (as defined below) on, under, about or within the Property in violation of any law or regulation. Provider agrees to defend and indemnify City, to the extent stated in Section 14, against any and all losses, liabilities, claims or costs arising from any breach of any warranty or agreement contained in this Section. As used in this Section, "Hazardous Material" means any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos). 12. SIGNS. Provider will not place any sign upon the Property without City's prior written consent. Provider will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances. DocuSign Envelope ID: 950023AF-902D-44EB-810E-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgranrTM Page 6 of 15 13. ASSIGNMENT. Provider will not be permitted to assign this Agreement or any interest therein without City's written permission. The City Manager is authorized to grant such permission which will not be unreasonably withheld. 14. INDEMNIFICATION. A. Provider will hold City harmless and free from any and all liability arising out of this Agreement, or its performance, except for such loss or damage arising from City's sole negligence or willful misconduct. Should City be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, pursuant to this Agreement, Provider will defend City (at City's request and with counsel satisfactory to City) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "City" includes City's officers, officials, employees, agents, representatives, and certified volunteers. C. Provider expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. E. The requirements as to the types and limits of insurance coverage to be maintained by Provider as required by below, and any approval of said insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Provider pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 15.INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, Provider will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Tvoe of Insurance Limits (combined single) Commercial general liability: $2,000,000 Workers compensation Statutory limits DocuSign Envelope ID: 950023AF-902D-44EB-810E-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP Program TM Page 7 of 15. B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO Forms. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies must be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable except upon thirty (30) days prior written notice to City except for nonpayment of premiums which may be cancelable upon ten (10) day notice. C. Provider will furnish to City duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "AMI." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. Provider will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. D. Should Provider, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at Provider's expense and charge the cost of such insurance to Provider under this Agreement or terminate. E. All policies required by this Agreement must allow City, as additional insured, to satisfy the self-insured retention ("SIR") and deductible of the policy in lieu of Provider (as the named insured) should Provider fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Finance Director. Provider understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Provider as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Provider's behalf upon the Provider's failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Provider for breach of this Agreement in addition to any other damages incurred by City due to the breach. 16. COMPLIANCE WITH LAW. Provider will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Property and will faithfully observe in the use of the Property all applicable DowSign Envelope ID: 950023AF-902D-44EB-810E-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP Program TM Page 8 of 15 laws. The judgment of any court of competent jurisdiction, or the admission of Provider in any action or proceeding against Provider, whether City be a party thereto or not, that Provider has violated any such ordinance or statute in the use of the Property will be conclusive of that fact as between City and Provider. 17. INTERFERENCE. A. Provider agrees that Provider's Communication Equipment will not cause interference that is measurable in accordance with industry standards to any City communications equipment including, without limitation, traffic signal control equipment. City agrees that City will not cause interference that is measurable in accordance with industry standards to the Communication Equipment. B. Without limiting any other rights or remedies, if interference occurs and continues for a period exceeding 48 hours following notice to the interfering party via telephone to Provider's Network Operations Center at (855) 956-2570 or to the City at (562) 804-1424, extension 2010, the interfering party must reduce power or cease operations of the interfering equipment until the interference is cured. C. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this section and therefore the Parties have the right to equitable remedies such as, without limitation, injunctive relief and specific performance. 18. REMOVAL AT END OF TERM; ABANDONMENT OF RIGHT-OF-WAY; WIDENING. A. Provider will, within 120 days after termination of this Agreement, restore the Property to its original condition, reasonable wear and tear and casualty damage excepted. City agrees and acknowledges that all of the Communication Equipment will remain the personal property of Provider and Provider will have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable laws. B. The Parties recognize that City may hold an easement interest only in certain of its Property. Upon abandonment by City of a road or section thereof, Provider may have no rights against the owner of the underlying fee estate to maintain its facilities. Provider will have no right to cause City to continue to operate such Property. In the event, in its reasonable discretion, City determines it is in the public interest to abandon such Property, the affected Licensed Location will terminate and Provider will not be obligated to pay City further fees for such Licensed Location. C. The Parties recognize that City may from time to time widen, expand and/or add sidewalks, bike trails or make other right-of-way improvements (collectively referred DocuSign Envelope ID: 950023AF-902D-44EB-810E-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP Program" Page 9 of 15 . to as "Widening Improvements"). In the event that Provider's Communication Equipment must be moved to accommodate said improvements. City may, but is not required to, work with Provider to identify equal or better alternate locations, before the surrender of an existing location. 19. RIGHTS UPON SALE. Except as otherwise provided, should City at any time during the Term decide (i) to sell or transfer all or any part of the Property to a purchaser other than Provider, or (ii) to grant to a third party by easement or other legal instrument an interest in and to a portion of a Licensed Location, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, such sale or grant of an easement or interest therein will be under and subject to this Agreement and any such purchaser or transferee will recognize Provider's contractual rights. 20.DEFAULT. In the event there is a breach by a Party with respect to any of the provisions of this Agreement or its obligations under it, the non -breaching Party will give the breaching Party written notice of such breach. After receipt of such written notice, the breaching Party will have 60 days in which to cure any breach, provided the breaching Party will have such extended period as may be required beyond the sixty 60 days if the breaching Party commences the cure within the 60 -day period and thereafter continuously and diligently pursues the cure to completion. The non -breaching Party may not maintain any action or effect any remedies for default against the breaching Party unless and until the breaching Party has failed to cure the breach within the time periods provided in this Paragraph. 21. CASUALTY. In the event of damage by fire or other casualty to the Premises, not the fault or cause of Provider, that cannot reasonably be expected to be repaired within 45 days following same or if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt Provider's operations at the Premises for more than 45 days, then Provider may, at any time following such fire or other casualty, provided City has not completed the restoration required to permit Provider to resume its operation at the Premises, may terminate this Agreement upon 15 days prior written notice to City. Notwithstanding the foregoing, if the casualty is not the fault or cause of Provider then the fees owed to City will abate during the period of repair following such fire or other casualty in proportion to the degree to which Provider's use of the Premises is impaired. 22. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this Agreement will not constitute a waiver of any further breach of the same or other term of this Agreement. 23. ENTRY BY CITY AND PUBLIC. Neither this Agreement nor any Permit conveys any property interest to Provider. Except for areas restricted because of safety concerns, City and the general public will have unrestricted access upon Property for all lawful acts. DocuSign Envelope ID: 950023AF-902D-44EB-810E-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP Program T^" Page 10 of 15 24. POSSESSORY INTEREST TAXES. While this Agreement constitutes a license to use real property without any possessory interest granted to Provider, City nevertheless informs Provider pursuant to Revenue & Taxation Code § 107.6 that any property interest in the Property may be subject to property taxation if created and that Provider may be subject to the payment of property taxes levied on its interest. Provider may not deduct such amount from payments to City. 25. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of Provider, or a general assignment by the Provider for the benefit of creditors, or any action taken or offered by Provider under any insolvency or bankruptcy action, will constitute a breach of this Agreement by Provider, and in such event said license will automatically cease and terminate. 26. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party to this Agreement by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to Provider at: To City City Manager City of Bellflower 16600 Civic Center Dr, Bellflower, CA 90706 To Provider: ICC Networking 11801 Pierce St., 2nd FL Riverside, CA 92505 Attn: Legal Department Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 27. ACCEPTANCE OF ELECTRONIC SIGNATURES. This Agreement and its amendments may be executed with electronic signatures in accordance with Government Code §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature. 28. GOVERNING LAW. This license has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County. 29.13ARTIAL INVALIDITY. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, unimpaired by the holding. DowSign Envelope ID: 950023AF-902D-44EB-810E-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 11 of 15 30.ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between City and Provider respecting Property, the use of Property by Provider, and the specified license term, and correctly sets forth the obligations of City and Provider. Any agreement or representations respecting Property or its licensing by City to Provider not expressly set forth in this instrument are void. 31. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party. 32.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This license may be modified by written agreement. City's city manager, or designee, may execute any such amendment on behalf of City. 33. COUNTERPARTS. This license may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. 34. MUNICIPAL POWERS. Nothing in this Agreement is intended to, nor can it, act as a limitation on City's present or future exercise of police powers in accordance with the California Constitution and applicable law. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 950023AF-902D-44EB-810E-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramTM Page 12 of 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF BELLFLOWER Jeffrey L: Stewart, City Manager ATTEST: r APPROVE[y4}S TO FORM: �Ka�[H. Berger, City Attorney lr ICC NETWORKING LDocuSigneE by: Kei exis, President TaxpayerlD No. 45-1658736 DocuSign Envelope ID: 950023AF-902D-44EB-810E-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP Program" Page 13 of 15 Appendix A Estimated network cost, revenue, and revenue sharing. Due to the flexible and undulating nature of ad revenue, these are estimated projections, provided as guidance and will be updated quarterly and reported to City with a report on the progress. ConnectDirect, a marketing partner with Provider, assumes all revenues, projections, contracts, and liability for ad projections and payments as a third -party partner of ICCN. Deployment locations and Phases Estimated cost of deployment for each section. This cost is carried but the investor group working in tandem with ICCN as part of the Greater Access and Performance program to bridge the digital divide. These deployment values are estimates only and will be confirmed once final site surveys are completed. Phase I - POC $75,000 12 515.000 Phase'_ 5350.000 1 52?.000 Phase 3 $350.000 15 530.000 Phase $250,000 12 S37.000 Phase 5 S250.000 12 S40.001), T0121 Prh ate In%e%lment 51,275,000 DowSign Envelope ID: 950023AF-902D-44EB-81 OF-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramT11 Page 14 of 15 REVENUE MODEL: The GAP ProgramTm works with investors to facilitate IP networks for cities. Once live, the network is monetized using ad or other revenue options to help pay for initial investment, ongoing support, maintenance, and expansion. Repayment of the initial network funding typically takes 24 months. Repayment of infrastructure could take up to 36 months based on adoption rates. Once completed, the ad revenue sharing begins with City. The City of Bellflower's Estimated Ad Revenue Sharing Plan Based on estimated gross revenue from advertising monetization Category definitions: 1. GAP Program Year — Each year the City is eligible for ad revenue sharing 2. Est. Monthly Ad Revenue — An estimate of the average total ad revenue per month for a 12 -month period 3. Est. Annual Gross Ad Revenue — An estimate of the average total ad revenue per year 4. Ad ReK Donation Rate — This is the percentage of revenue shared with the City for that year 5. Est. Annual Program Donation — The total estimated ad revenue given to the City in that one year. NOTE: These are estimated revenues, which may decrease or increase at different times during the agreement term. GAP Program Year Est. Monthly Ad Revenue Est. Annual Gross Ad Revenue Ad Rev Donation Rate Est. Annual Program Donation Year 3 513.7CE SEE .=93.'5 10 o $E8, -9.3E Year 596.5CE 51.-5E.C9E.SE 2C S<31.5i9.31 Years Si --'2i 5-'36.555. 53= .331.GC Year 6 5113.555 52 "E2 E?i.25 5=1E.53425 Year 7 EE3 53 " ;5 2C° $6C2 '0.CC Year 8 5250 263 53,C1C 35 2"`e S6U'.U'✓.w Year 9 5250 EE3 53 C1C.35 2 $E02.07 1 Year 10 S25C EE3 53.-1C.35C ZZ SK2.07C.ZC Category definitions: 1. GAP Program Year — Each year the City is eligible for ad revenue sharing 2. Est. Monthly Ad Revenue — An estimate of the average total ad revenue per month for a 12 -month period 3. Est. Annual Gross Ad Revenue — An estimate of the average total ad revenue per year 4. Ad ReK Donation Rate — This is the percentage of revenue shared with the City for that year 5. Est. Annual Program Donation — The total estimated ad revenue given to the City in that one year. NOTE: These are estimated revenues, which may decrease or increase at different times during the agreement term. DocuSign Envelope ID: 950023AF-902D-44E0-810E-95844416EACD City of Bellflower Agreement File No. 904 ICC Networking City Connectivity -The GAP ProgramT1 Page 15 of 15 NOTE: Optional GAP Program incentives open to the City of Bellflower Residents will have the option to purchase additional in-home devices to extend the free city network into their premise. If the City chooses to subsidize those devices, the non-profit group Social Wireless will match those subsidies: In-home customer premise equipment (CPE) for a total of $250 per residence. i. IF the City subsidizes program contribution - $100/residence ii. THEN there is a private donation contribution - $150/residence An advanced laptop with hardened case for a total of $499/unit (limit 2 per household) NOTE: Delay of payments to the investors and city can include events the Provider cannot control including: • Acts of God • Construction, permit, and installer delays • Delays due to public notices provided in response to pandemic and other health or non -health emergencies • Limitation of location for equipment installations • Any other limitation or delay that the Provider reports to the City Certificate Of Completion Envelope Id: 950023AF902D44ES81OF95844416EACD Subject: Please DocuSign: AFN 904 International Communications Corporation.pdf Source Envelope: Document Pages: 15 Signatures: 1 Certificate Pages: 4 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 9/7/20214,04:02 PM Signer Events Keith Alexis keilh.alexis@iccnetworking.00m Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/7/2021 10:15:17 PM 10: edec22d5-995f-45ea-a60f-9aafdl462cd2 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Holder: City Clerk cclerk@bellflower.org Signature oocusgiw p: eenee .Nn... Signature Adoption: Pre -selected Style Using IP Address: 99.9.35.193 Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Status: Completed Envelope Originator: City Clerk 16600 Civic Center Drive 16600 Civic Center Drive Bellfiower, CA 90706 cclerk@bellflower.org IP Address: 198.24.206.226 Location: DocuSign Timestamp Sent: 9/7120214:05:46 PM Viewed: 9/7/2021 10:15:17 PM Signed: 9/7/2021 10:23:14 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 917120214:05:46 PM 977/2021 10:15:17 PM 9/7/2021 10:23:14 PM 9/7/2021 10:23:14 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 6/8/2020 10:47:26 AM Parties agreed to: Keith Alexis ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Bellflower (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Bellflower: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: cclerk@bellflower.org To advise City of Bellflower of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at cclerk@bellflower.org and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Bellflower To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to cclerk@bellflower.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Bellflower To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: L decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to cclerk@bellflower.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: httRs:HsuRRort docusign com/guides/signer- ug ide- signing-sssystem-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. 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