WIRELESS RIVERSIDE

REQUEST FOR PROPOSALS FOR A CITYWIDE WIRELESS NETWORK AND PUBLIC SAFETY WIRELESS NETWORK CITY OF RIVERSIDE
April 26, 2006

TABLE OF CONTENTS Definition of Terms .................................................................................................................................................................. 3 1. Introduction .................................................................................................................................................................... 6 2. Specifications ................................................................................................................................................................. 9 2.1. Business Model.................................................................................................................................................... 9 2.2. Term.................................................................................................................................................................... 10 2.3. Coverage ............................................................................................................................................................. 10 2.4. Multi-Use ............................................................................................................................................................ 11 2.5. Open Access ....................................................................................................................................................... 12 2.6. Services and Provisioning ................................................................................................................................... 13 2.7. Service Pricing .................................................................................................................................................... 14 2.8. Network Infrastructure........................................................................................................................................ 14 2.9. Customer Service ................................................................................................................................................ 16 2.10. Security ............................................................................................................................................................... 17 2.11. Privacy ................................................................................................................................................................ 18 2.12. Community Programs ......................................................................................................................................... 19 3. Submission Requirements................................................................................................................................................... 19 3.1. Time/Place for Submission of Proposals............................................................................................................. 19 3.2. Format and Content of Proposals ........................................................................................................................ 20 3.3. PUBLIC VERSION OF PROPOSAL................................................................................................................. 21 4. Evaluation and Selection Criteria .................................................................................................................................. 22 4.1. Firm Qualifications (20 points) ........................................................................................................................... 22 4.2. Degree of Compliance with City's Specifications (60 Points)............................................................................. 22 4.3. Oral Interview (20 points)................................................................................................................................... 22 4.4. Pilot22 5. Schedule ........................................................................................................................................................................ 23 5.1. Pre-proposal conference...................................................................................................................................... 23 5.2. Schedule.............................................................................................................................................................. 23 5.3. Contract Award................................................................................................................................................... 23 6. Terms and Conditions for Receipt of Proposals ............................................................................................................ 23 6.1. Errors and Omissions in RFP .............................................................................................................................. 23 6.2. Inquiries Regarding RFP..................................................................................................................................... 23 6.3. Objections to RFP Terms .................................................................................................................................... 23 6.4. Addenda to RFP......................... , ....................................................................................................................... 23 6.5. Term of Proposal................................................................................................................................................. 23 6.6. Revision of Proposal ........................................................................................................................................... 25 6.7. Errors and Omissions in Proposal ....................................................................................................................... 25 6.8. Financial Responsibility...................................................................................................................................... 25 6.9. Proposer's Obligations under the Campaign Reform Ordinance ......................................................................... 25 6.9. Public Access to Meetings and Records.............................................................................................................. 25 6.10. Reservations of Rights by the City...................................................................................................................... 26 6.11. No Waiver........................................................................................................................................................... 26 6.12. Responsibility for Obtaining Required Authorizations ....................................................................................... 26 6.13. Management Control Agreement with CLETS ................................................................................................... 26 6.14. Pole Attachment Agreement with Riverside Public Utilities .............................................................................. 27 7. Contract Requirements .................................................................................................................................................. 27 7.1. Standard Contract Provisions.............................................................................................................................. 27 8. Primary points of Contact..27 8.1. Proposal Contact27 8.2. Riverside Public Utilities Contact (City Fiber)..........27 8.3. Public Works Contact (Street and Traffic Light Access)...28 8.4. General Services Contact (City Facility)...28 Appendix A - Specifications Matrix........................................................................................................................................30 Appendix B - Agreement for Professional Services ................................................................................................................37 Appendix C Riverside Public Utilities Fiber Use Agreement..48 Appendix D Current Usage of Wireless Riverside located in Downtown Riverside...68 Appendix E Asset and Population Data for the City of Riverside....66 Appendix F Riverside Public Utilities Pole Attachment Agreement69

DEFINITION OF TERMS Basic Access Service shall refer to a free or provider-funded broadband Internet access service delivered using the Network at no cost to the subscriber. Broadband shall refer to an Internet service with a data-transmission rate in both directions (upstream and downstream) of at least 1 Mbps. Capture Portal shall refer to the web page that unauthenticated users will be redirected to when their mobile device first attaches to the Network. City shall refer to the City of Riverside. Compensation shall comprise both cash and non-cash (in-kind) compensation, the forms of which may include, but not be limited to, revenue sharing, profit participation, and equity, and free and discounted services provided to the City or to the public. For evaluating in-kind compensation, free or discounted service will be compared to the most favorable commercial rates offered by the Network Operator for the same service. Core ISP Services shall refer to value-added features that are bundled with Internet access by a Service Provider, such as e-mail accounts, newsgroup access and virus and/or spam protection. CPE shall refer to Customer Premise Equipment. Fixed Broadband shall refer to a service that provides Internet access for a stationary subscriber at a single location (the location where service is provisioned). Interior Room shall refer to a room within a building that does not have at least one wall directly adjacent to and facing a public street. IP shall refer to Internet Protocol. Joint Venture Partner shall refer to any organization proposing to provide products or services in response to this RFP through a partnership with a prime bidder. Mbps shall refer to Megabits per second. MPH shall refer to Miles Per Hour. MTBF shall refer to Mean Time Between Failures. Network shall refer to a wireless broadband Internet access system that is deployed throughout the City. Network Operator shall refer to the winning proposer to this RFP who is responsible for the design, deployment, operation, maintenance, and upgrade of the Network. NOC shall refer to Network Operations Center.

Nomadic Broadband shall refer to a service that provides Internet access for a stationary subscriber at a variety of locations throughout the City. Open Access shall refer to the offering of open, non-discriminatory access to the wireless broadband Internet access transport to non-affiliated and affiliated service providers at equitable rates and terms. Perimeter Room shall refer to a room within a building that has at least one wall directly adjacent to and facing a Public Street. POP shall refer to an Internet Point of Presence. Portable Broadband shall refer to a service that provides Internet access for an in-motion subscriber at a variety of locations throughout the City. Premium Services shall refer to any broadband Internet access provided over the Network for which a fee is charged by a Service Provider. Proposer shall refer to any entity providing a proposal in response to this RFP. Public Street shall refer to a constructed dedicated public right-of-way. RFIIC shall refer to Request for Information and Comment. RFP shall refer to Request for Proposal. Public Safety Wireless Network shall refer to a 4.9GHz wireless solution that is required as part of this RFP and is restricted to the protection of life, health, or property by City and other Public Safety entities as deemed acceptable by the FCC. Service Provider shall refer to any qualified organization, whether affiliated with the Network Operator or not, who markets, sells, and supports Premium Services over the Network. SmartRiverside shall refer to the 501(c)3 that piloted free Internet access in the City and has created the Wireless Riverside as is the sponsor of this RFP. Tax ID is 33-0894236. Specifications shall refer to items defined in Section 2 of this RFP. Tier 1 Support shall refer to the process of responding to, diagnosing, and attempting to resolve issues reported by users of the Network. Tier 2 Support shall refer to the process of responding to issues escalated by Tier 1 Support representatives who are unable to resolve issues reported by users of the Network. Tier 3 Support shall refer to the process of responding to issues escalated by Tier 2 Support representatives who are unable to resolve issues escalated from Tier 1 Support representatives. VPN shall refer to Virtual Private Network.

VLAN shall refer to Virtual Local Area Network. WiFi (Wireless Fidelity) shall refer to wireless technologies adhering to the IEEE 802.11 band and 802.11g technical standards. WiMAX (Wireless Interoperability for Microwave Access) shall refer to wireless technologies adhering to the IEEE 802.16 technical standards. WirelessRiverside shall refer to the Citys initiative to its citizens to social, educational, informational, and economic opportunities through affordable broadband access, computer hardware, training, and on-line content.

1. INTRODUCTION A. The City-Wide Wireless Network

The City wishes to provide citywide wireless coverage that is easily accessible by its citizens and businesses. The two primary goals of this effort are to promote the development and attraction of high technology companies to the Citys Technology Park and to bridge the digital divide by offering technology services to City residents who cannot afford high speed internet services. The Citys rapidly expanding shopping and restaurant facilities will enable our citizens to travel to any part of the City to conduct business, complete school work, surf the Internet, or chat with friends. The City is also home to four internationally recognized institutions of higher learning (University of California Riverside, California Baptist College, La Sierra University and Riverside City College) with a current student population of approximately 40,000. A city-wide wireless network will not only offer these student tools to conduct their studies anywhere within the City, but also act as an incentive for them to continue live and work in the City. Proposers shall demonstrate their ability to provide a free wireless Internet solution for the entire 85.6 square miles of the City of Riverside, and any expansions to these boundaries, and to also build a Public Safety Wireless Network based on 4.9 GHz band to support Public Safety broadband technologies. The 4.9 GHz band allows for implementing wireless networks for the transmission of encrypted mission-critical information utilizing streaming video, data, maps, and images as well as a variety of broadband applications for incident scene management and dispatch operations. The FCC restricts the use of the allocated spectrum to the protection of life, health, or property and the City already has licensed frequencies for this project. The City is also looking at providing dedicated services over a VLAN for delivering wireless meter reading services to over 5,000 commercial utility meters that will be polled on 15 minute intervals to make billing information accessible in real time over the web to the City. In addition, field worker require connectivity to the Internet to access City applications relating to building permits, work orders, inspection reports, code enforcement records, time cards, etc. SmartRiverside is a 501(c)(3) corporation (C2184048), tax ID 33-0894236, founded in 1999. The City's Mayor serves on its executive board, and its executive director is Steve Reneker, the City's Chief Information Officer. SmartRiverside's mission is to improve the quality of life of those who live, work or play in Riverside through targeted technology projects and related economic development initiatives. In 2004, with funding from both the City and private investors, SmartRiverside launched the Downtown Wireless Mall project that provides free highspeed wireless Internet access, on the Main Street Pedestrian Mall, to anyone with a laptop computer or PDA with wireless capabilities. SmartRiverside is an entity separate and apart from the City. B. City General Facts

The Citys population of 285,537 is rapidly growing. Currently ranking as the twelfth largest city in California, with an annual growth rate of one percent, Riverside is the center of the Southern California region known as the Inland Empire, which has the population equivalent

to the entire state of Connecticut and an economy comparable to that of the entire state of Kansas. The City possesses a large and diverse economy with the Inland Empire regions largest number of businesses and total jobs. The City also owns and operates its own electric and water utility. The City is located approximately 60 miles east of downtown Los Angeles and is centrally placed within a short distance from the Coachella Valley, San Bernardino Mountains, Southern California beaches, and Ontario International Airport. Founded in 1870 by John North and a group of Easterners, Riverside was built on land that was once a Spanish Rancho. The first orange trees were planted in 1871, but the citrus industry Riverside is famous for began two years later when Eliza Tibbets received two Brazilian naval orange trees sent to her by a friend at the Department of Agriculture in Washington. The trees thrived in the Southern California climate and the naval orange industry grew rapidly. Within a few years, the successful cultivation of the newly discovered naval orange led to a California Gold Rush of a different kind: the establishment of the Citrus Industry. By 1882, there were more than half a million citrus trees in California, almost half of which were in Riverside. The development of refrigerated railroad cars and innovative irrigation systems established Riverside as the wealthiest city per capita by 1895. As the City prospered, a small guest hotel designed by the popular Mission Revival style grew to become the world famous Mission Inn, favored by presidents, royalty and movie stars. Postcards of lush orange groves, swimming pools, and magnificent homes have attracted vacationers and entrepreneurs throughout the years. Victoria Avenue with its landmark homes serves as a reminder of European investors who settled here. Our citizens are proud of the Citys unique character born from a tradition of careful planning, from the carefully laid out historic Mile Square to the 1924 Municipal Auditorium, designed by the same planner responsible for San Franciscos Civic Center, Charles Cheney. Through its Historic Preservation Program, the City is committed to preserving the past as a firm foundation for the future. The City has over 110 City Landmarks, 20 National Register Sites and 2 National Historic Landmarks, all offering enjoyment and education for city residents and visitors. C. Goals of the Wireless Network

The City is issuing this request for proposal ("RFP") to vendors and service providers ("Proposers") for the deployment of a universal, affordable wireless broadband network ("Network") throughout the City.

Universal, affordable wireless broadband Internet access is essential to connect all residents of Riverside to the social, educational, informational and economic opportunities they deserve. In addition to numerous direct benefits for residents, universal, affordable wireless broadband is critical to connect the City of Riverside to the increasingly regional, national and global economy of the 21st century. During the last four years, the U.S. has fallen from third to sixteenth in the world in broadband penetration, and highly skilled jobs have been exported to countries that have exploited advances in technology and telecommunications. Meanwhile, at home, telecommunications companies, cable providers and media conglomerates continue to consolidate. These trends, if unmitigated, will inevitably lead to higher prices, less competition, higher unemployment, loss of competitiveness and less consumer choice for our residents. As the United States lags behind other nations in equipping its residents to compete in the global economy, the City is stepping forward to bring universal, affordable wireless broadband internet access to all its residents and businesses to boost our economic, social and educational opportunities. In addition, Homeland Security dollars have not been made available to handle technology requirements for law enforcement at the local level. This RFP will provide a 4.9 GHz wireless coverage for the City of Riverside Public Safety resources for handling mobile data computer traffic, in-vehicle video broadcasts to dispatch, video surveillance monitoring and recording, and future RoIP technology for voice communications. The 4.9 Mhz network will co-exist with the 802.11 wireless network. The City has identified the following specific goals for Wireless Riverside: Ensure universal, affordable wireless broadband access for all its citizens, especially low income and disadvantaged residents Ensure outdoor and in-building access to the greatest extent possible for all municipal employees, residents, businesses and visitors to the City Improve the efficiency of government service delivery Promote job creation, business growth and economic development Streamline the interaction between government and constituents Enhance education and improve the interaction among teachers, students and parents Stimulate private investment, competition and consumer choice for broadband services 8

Enhance Public Safety Communications through a higher speed network to provide information to our officers to make the City a safer community Assure continuity in the event of any vendor default or breach of contract and protect the Network from obsolescence over time Complement the City's strategy to connect all of its Citizens to the modern economy

In addition to the goals defined above, the City anticipates that this initiative will provide the following community benefits: Attract and retain high technology companies whose work force depends on continuous network connectivity Improve the experience for visitors to the City Reduce government telecommunications costs Promote the City's brand/image Enhance backup/contingency measures for disaster response and recovery Promote innovative solutions for consumers

The City recognizes that to meet the goals defined above, universal and affordable wireless broadband access must be supplemented with other programs such as low-cost computer purchase, training, support and relevant content. Proposers are encouraged to consider the specifications stated in this RFP in the broader context of the City's vision for Wireless Riverside, and to elaborate on ways in which their solution responds to these needs. 2. SPECIFICATIONS The Specifications defined in Section 2 are considered a general list and may not represent a complete list of all hardware, software or services necessary to complete the project. All proposals should address the proposers ability to meet these requirements or offer an alternative which in the Citys sole discretion and judgment is acceptable.

2.1. BUSINESS MODEL a. The Network shall be designed, deployed, operated and maintained, with hardware refreshed 9

as required, at no cost to the City. The Network may be municipally owned, privately owned or a hybrid. In connection with this specification, each proposer shall identify any assumed ownership, branding, marketing and other roles of the City and SmartRiverside. b. The Network shall support a free level of service (Basic Access Service). Proposers shall include the characteristics (e.g., bandwidth, geographic coverage, features) being proposed for this Basic Access Service. c. The Network shall support various Premium Services as defined in Section 2.6. Fees may be charged for these Premium Services, as set forth in Section 2.7. d. The Network shall support Open Access for Premium Services. Open Access fees for these Premium Services shall be priced to encourage retail fees that are lower than existing service alternatives. e. The Network Operator shall promote the open and interconnected nature of the public Internet by operating the Network in a neutral manner that ensures consumers are entitled to: Run applications and use services of their choice, subject to the needs of law enforcement Access the lawful Internet content of their choice Connect their choice of legal devices that do not harm the network Competition among network providers, application and service providers, and content providers.

f. The City shall provide the Network Operator reasonable use of its assets as permitted by law and any required authorizations or approvals, including use of municipal assets, including City property, traffic signals, and light poles. If Riverside Public Utilities Fiber is required, a Fiber User Agreement is required (see Appendix C). 2.2. TERM a. The Proposer shall indicate an initial term, which shall be of no less than five years and no more than ten years. The Proposer shall further indicate whether it proposes any option periods and, if so, the number and length of option periods, provided that no more than two option periods shall be proposed and the combined proposed initial term and extended term(s) should not exceed 20 years in total. During the term of agreement, the City shall have the authority to approve or disapprove any proposed option periods in its sole, absolute discretion. 2.3. COVERAGE a. Wireless Internet access shall be provided, maintained and upgraded throughout the entire 10

City. The City will not consider proposals that provide access and network upgrades only in parts of the City that are more densely populated or commercially attractive, or that leave entire neighborhoods uncovered. b. Outdoor coverage shall be provided for Public Safety, Basic and Premium Services for a minimum of 95% of all areas of the City. An area is considered covered under this requirement if a laptop, handheld or other personal computing device - equipped with a minimum of an 802.11 b/g/n (WiFi) interface - can access the Network at the provisioned service level with no additional hardware required beyond the device's standard wireless interface. c. Indoor, Perimeter Room coverage for the ground and second floors of a building shall be provided for Public Safety, Basic and Premium Services for a minimum of 90% of all residential and commercial buildings throughout the City. A building is assumed covered under this Specification if a device located in each Perimeter Room on the ground and second floor of the building can access the Network at the provisioned service level. This coverage requirement may be met by using a WiFi interface built into a user's device, a signal amplifier, a high-gain antenna and/or a dedicated WiFi bridge or other type of CPE. d. Indoor, Perimeter Room coverage shall be provided for Public Safety, Basic and Premium Services above the second floor for 90% of all residential and commercial buildings throughout the City. A building is assumed covered under this Specification if all Perimeter Rooms on all floors of the building can access the Network at the provisioned service level. Proposers shall address the following as it relates to this Specification: Provide Perimeter-Room coverage Specification using WiFi or another wireless technology using an indoor or outdoor mounted antenna Commitment, including financial participation, to engage in outreach activities and cooperate with building owners, landlords, the City, or other parties to meet this specification using in-building distribution networks e. Indoor, Interior Room coverage shall be provided for Public Safety, Basic and Premium Services above the second floor for 90% of all residential and commercial buildings throughout the City. A building is assumed covered under this Specification if all Perimeter Rooms on all floors of the building can access the Network at the provisioned service level. Proposers shall address the following as it relates to this Specification: Provide Interior Room coverage Specification using Wi-Fi or another wireless technology using an indoor or outdoor mounted antenna as part of this project or indicate what commitment, including financial participation, your organization is willing to make to engage in outreach to with building owners, landlords, the City, or other parties to meet this Specification using in-building distribution networks 2.4. MULTI-USE 11

a.

The Network shall support concurrent usage by residents, businesses, institutions, government agencies and anyone else in the City. Examples of usage scenarios may include, but not limited to: Residents and visitors may use the Network for such uses as E-mail, web browsing, instant messaging, entertainment, and voice services. Businesses may use the Network for such uses as remote office connectivity, supply chain integration, customer relationship management and inventory control. Institutions such as universities and nonprofits may use the Network for such uses as increased interaction between their institution and students and constituents. Government agencies may use the Network for such uses as automatic vehicle location, access by field staff, remote meter reading, public safety and remote camera/video surveillance.

b.

The Network shall support the logical segmentation of different "domains" of users (e.g., secure access by City agency personnel, secure and/or open access for public users, residential users, and business users). This shall include the ability to define and manage different profiles (e.g., VLANs) for authentication, encryption and other service characteristics based on the requirements of each user-domain. At a minimum, the proposer will provide at no cost to the City, two dedicated and secure VLANs for City use. One will be allocated for electronic meter reading for our Riverside Public Utilities and the second will be geared towards wireless services required by City personnel for code enforcement, building inspections and other City services. The Network shall support the ability to prioritize traffic for municipal use in cases of emergency or as required by the City. Proposers shall define the methods that will be used to prioritize municipal traffic in cases of natural disaster or other emergency.

c.

2.5. OPEN ACCESS a. The Network Operator shall provide Open Access to its wireless broadband Internet access transport services to multiple unaffiliated Service Providers. b. When any unauthenticated user is redirected to a Capture Portal on the Network, the user shall have an option to choose between multiple Service Providers and service plans. The Network Operator may receive priority placement for any Premium Services it may offer on the Capture Portal; however, all Service Providers shall also be clearly and reasonably presented. c. The Network shall support unilateral, inbound roaming relationships whereby subscribers to 12

other fee-based WiFi services (e.g., Wayport, T-Mobile, Sprint, Boingo) may gain access to Premium Services provided over the Network. d. The Network shall support unilateral, outbound roaming relationships whereby subscribers to Premium Services over the Network may gain access to other fee-based WiFi services (e.g., Wayport, T-Mobile, Sprint, Boingo). e. The Network Operator, and any Service Provider affiliated with the Network Operator, may also provide retail-branded Premium Services over the Network. 2.6. SERVICES AND PROVISIONING a. The Network shall provide a Fixed Broadband Basic Service. This service must support 802.11 b/g/n devices at a best-effort minimum 1 Mbps symmetric data transmission rate, a dynamic IP address and other Core ISP Services. b. The Network shall provide a Nomadic Broadband Basic Service. This service must support 802.11 b/g/n devices at a best-effort minimum 1 Mbps symmetric data transmission rate, a dynamic IP address and other Core ISP Services. c. The Network shall provide a Portable Broadband Basic Service. This service must support 802.11 b/g/n devices at a best-effort minimum 1 Mbps symmetric data transmission rate, a dynamic IP address and other Core ISP Services. Session-level connectivity must be maintained for in-motion subscribers at a minimum speed of 30 MPH. d. The Network shall provide a Fixed Broadband Premium Service at a guaranteed minimum 3 Mbps symmetric data transmission rate (e.g., a wireless T-l alternative). e. The Network Operator shall allow Service Providers to provision Premium Services on a yearly, monthly, and daily basis. f. Payment methods for all Premium Services must include credit and debit card. Other methods must be proposed for users who do not have the ability to pay with credit or debit cards (e.g., pre-paid vouchers, top-off cards). g. The Network shall provide Fixed Broadband, Portable Broadband and Nomadic Broadband (up to 70 MPH) for full Public Safety Services at a guaranteed minimum 54Mbps symmetric data transmission rate. h. Proposals shall include the expected costs of any required CPE for each coverage Specification stated in Section 2.3 and who will be responsible for CPE costs during the provisioning process. Proposer should indicate which reseller of consumer electronics within 13

Riverside will be able to resell the CPE equipment required under this RFP. i. Bidders and sub-bidders will be required to comply fully with the City of Riverside Resolution No. 13346, and subsequent amendments thereto specifying the current prevailing wage per diem wages for each craft, classification or type of workman, which schedules are on file in the State of California web site address www.dir.ca.gov/DLSR/PWD . Successful bidder will obtain City of Riverside Business Tax Certificate, if they do not already hold one. j. Either toll free or local support for access shall be provided 24 hours per day every day of the year for Basic, Premium and Public Safety services. 2.7. SERVICE PRICING a. Proposers shall estimate the rates for any Premium Services to be marketed to Service Providers by the Network Operator. These rates shall be defined for all services in Section 2.6, Services and Provisioning. All rates, terms and conditions for Service Providers not affiliated with the Network Operator shall be as favorable as those provided to the Network Operator and any affiliated Service Providers. b. Proposers shall estimate the rates for any Premium Services to be marketed to the public by the Network Operator. 2.8. NETWORK INFRASTRUCTURE a. The Network shall include a wireless Access Tier that supports connectivity from 802.11 b/g/n and 4.9GHz devices throughout the City. b. The Network shall include a fixed wireless point-to-multipoint solution as a Backhaul Tier for aggregating WiFi traffic from the Access Tier. c. The Network shall include a wireless Access Tier that in combination to the 802.11 b/g/n and 4.9GHz devices, will support a dedicated Public Safety Network based on 50 MHz of spectrum in the 4.9 GHz band broken out into 18 channel bandwidths of 1 MHz and 5 MHz each, as noted on the following table: Center Frequency (MHz) 4940.5 4941.5 4942.5 4943.5 4944.5 4947.5 Channel Number 1 2 3 4 5 6 14 Bandwidth 1 MHz 1 MHz 1 MHz 1 MHz 1 MHz 5 MHz

4952.5 4957.5 4962.5 4967.5 4972.5 4977.5 4982.5 4985.5 4986.5 4987.5 4988.5 4989.5

7 8 9 10 11 12 13 14 15 16 17 18

5 MHz 5 MHz 5 MHz 5 MHz 5 MHz 5 MHz 5 MHz 1 MHz 1 MHz 1 MHz 1 MHz 1 MHz

d. The Network shall include a fixed wireless point-to-point solution, using licensed or leased spectrum, as a Distribution Tier for aggregating traffic from the Backhaul Tier back to an Internet POP or leverage fiber installed by Riverside Public Utilities which would utilize Riverside City Hall as the Internet POP . e. All Network traffic shall be aggregated back to a high-speed Internet backbone service at a POP, which shall support layer-three network transit for Service Providers. Provisions shall be made for redundancy of the POP facility. f. The Network shall support fault tolerance mechanisms to mitigate or eliminate single points of failure and ensure high reliability. The Network shall support reliability levels of 99.9% for the Access Tier and 99.999% for the Backhaul Tier, Distribution Tier and POP. Proposers shall identify the MTBF for any proposed network equipment and explain the processes that will be used to guarantee these service levels. g. The Network shall be easily scaled and upgraded in a modular fashion to support additional subscribers, new applications and new requirements in order to meet evolving user demands. Proposers shall estimate the percentage of the initial Network capital cost that will be invested in upgrades during the contract term (including replacement costs for life-cycle replacement) and elaborate on what steps they will take to determine when Network upgrades are required and how they will be rolled out. Proposers shall describe how the City can evaluate the Network Operator's performance relevant to this sub-section. h. All outdoor network equipment shall comply with IP56/NEMA4 dust and water ingress ratings, must withstand ambient temperature ranges of -5 F to +150 F and must adhere to all other applicable local ordinances. All installation of equipment must follow prevailing wages as set by the State of California. i. The Network shall support backup power for all network equipment sufficient to ensure 15

continuous operation during a loss of electrical power. Proposers shall state the amount of time their solution will operate without electrical power and elaborate on any initial or future commitments they will make to increase backup power support. 2.9. CUSTOMER SERVICE a. At a minimum, Tier 1 Support for Basic Access Service shall be provided by the Network Operator for issues related to: Connectivity problems Service interruption/degradation Customer service

b. Tier I Support for all Premium Services shall be provided by all Service Providers (including the Network Operator if they are also directly providing Premium Services). Tier I Support shall provide subscribers with phone, web, e-mail and instant messaging support options for at least the following issues: Sales inquiries Order status Service cancellation Service setup Connectivity problems Service interruption/degradation Credits and refunds processing Account and billing inquiries Disconnect and relocation requests

c. Tier 2 Support shall be provided by the Network Operator for all Service Providers. Tier 2 Support must provide Service Providers with phone and e-mail support options for at least the following issues: Escalation of issue not resolved by Service Provider's Tier I representatives Proactive and reactive network status information Three-party calling with Tier 2 Support agents, Tier I Support agents and subscribers Settlement and billing inquiries between Service Provider and the Network Operator

d. Tier 3 Support shall be provided by the Network Operator for all Service Providers. This shall include at least the following: 7x24x365 management of personnel at the NOC 16

7x24x365 pager and phone support for Service Providers Call escalation of critical issues not resolved by Tier 2 Support representatives Proactive publishing of network status information and alerts by the Network Operator 2.10. SECURITY The Network shall support multi-layered security protocols and methods to include, at a minimum, the following: a. Physical security for all critical network equipment components via secured facilities. b. Mechanisms to prevent or mitigate the risk of hackers, spammers, denial of service and other forms of malicious attacks on or through the Network. These mechanisms should balance the need to prevent these attacks, while at the same time not punishing or burdening unnecessarily all users of the Network. c. No client software that is specific to the Network Operator or Service Provider(s) shall be required on PCs, laptops, or other mobile devices in order to use the Network. d. Support for Media Access Control ("MAC") address filtering. e. Support for Wired Equivalent Privacy ("WEP") encryption, including both 64 and 128 bit keys. f. Support for Temporal Key Integrity Protocol ("TKIP") encryption. g. Support for Advanced Encryption Standard ("AES") encryption. h. Support for WiFi Protected Access ("WPA"). i. Support for 802.lx authentication using Extensible Authentication Protocol ("EAP") and Remote Authentication Dial-In User Service ("RADIUS"). J. Support for the suppression of Extended Service Set Identifier ("ESSID") broadcasts. k. Support for multiple ESSIDs and the ability to map ESSIDs individually to Virtual LANs ("VLANs"). l. Support for filtering of traffic based on Internet Protocol ("IP") addresses, subnets and Transmission Control Protocol ("TCP") ports. m. Support for VPN tunneling using Internet Protocol Security ("IPSec"). This VPN support 17

must support true end-to-end encryption, regardless of at what point in the Network users elect to terminate their session. n. Support for encryption of all control and network management traffic. o. Provide tools for spam blocker, pop-up blocker, virus blocker, parental controls and privacy controls. p. Satisfy all requirements of the CLETS Master Control Agreement for the 4.9GHz Public Safety Wireless Network. 2.11. PRIVACY

a. Proposers shall provide a copy of any and all privacy policies they will apply to users of any Basic and Premium Service provided by the Network Operator and any affiliated Service Providers. b. Proposers shall certify that each privacy policy complies with all applicable federal and state laws. c. For each privacy policy, Proposers shall identify how it shall be communicated to users on the Network and how users' acceptance of the policy shall be obtained. d. Proposers shall explain any privacy policy that will be required for unaffiliated Service Providers. To help the City better understand Proposers' privacy policies, Proposers shall explain how their policies address the following questions: What personal information is collected about users? How is this information used? How long is this information stored? With whom is this information shared? Is this information commercialized in any way? Is this information correlated to a specific user, device or location? Are mechanisms available to allow users to opt in or opt out of any service that collects, stores, or profiles information on the searches performed, websites visited, e-mails sent, or any other use of the Network? Are mechanisms available to allow users to opt in or opt out of any service that tracks information about the user's physical location? Are users enumerated or assigned any unique number that can be used to track them from session to session? 18

Are policies in place to respond to legal demands for users' personal information in accordance with applicable laws? Are users allowed access to all information collected about them? Are users provided with a mechanism to review this information and to correct inaccuracies or delete information?

e. Credit card and personal information will be kept confidential and secure. Any customer information will not be resold or used for any other purposes other than providing services to Wireless Riverside. 2.12. COMMUNITY PROGRAMS The City seeks to complement universal, affordable wireless broadband access with social programs to promote digital inclusion, including affordable end-user hardware, training and support, and the development of community relevant content for low-income and disadvantaged residents. One such program has been the City's support, through both financial contributions and in-kind services, to SmartRiverside. a. Proposers shall elaborate on how their solution supports these goals. b. Proposers shall identify any assumed roles of the City and/or SmartRiverside in its approach. c. Proposers shall elaborate on how their solution supports these programs, any commitments for their firm's involvement and any assumptions for the role the City and/or SmartRiverside will have in these programs. 3. SUBMISSION REQUIREMENTS

3.1. TIME/PLACE FOR SUBMISSION OF PROPOSALS Proposals must be received by 3:00 p.m., on July 14, 2006. Postmarks will not be considered in judging the timeliness of submissions. Proposals may be delivered in person and left with the Purchasing Department at 3900 Main Street, 6th Floor, or mailed to: WirelessRiverside RFP Purchasing City of Riverside 3900 Main Street, 6th Floor Riverside, CA 92522 Proposers shall submit ten copies of the proposal and one electronic disk with Microsoft Word and Adobe versions of the proposal in a sealed envelope clearly marked Wireless Riverside 19

Community Broadband Network to the above location. Proposals that are submitted by fax will not be accepted. Late submissions will not be considered. Proposals must be submitted in 3-ring binders. 3.2. FORMAT AND CONTENT OF PROPOSALS Please submit the following information in the order specified below: Part 1 - Introduction and Executive Summary Provide a letter of introduction signed by a person authorized by your firm to obligate your firm to perform the commitments contained in the proposal. Submission of the letter will constitute a representation by your firm that your firm is willing and able to perform the commitments contained in the proposal. Provide an executive summary of the proposed solution. Part 2 - Firm Qualifications Provide information on your firm's background and qualifications, which address the following: Name, address, e-mail address, and telephone number of a contact person A brief description of your firm, as well as any joint venture partner firms If the proposal is submitted by a partnership and/or joint venture, provide full information concerning the nature and structure of the partnership and/or joint venture, including: o Entities that will be guaranteeing contract performance o Date of joint venture or partnership o Statement claiming each member is jointly and severally liable for contractual obligations of this project. References for at least three projects similar in size and scope performed by your firm, including client, reference, and telephone numbers, staff members who worked on each project, budget, schedule and a one-page project summary. If joint venture partners are proposed, provide references for each. For proposers who do not have at least three references, it is recommended that a pilot project (see section 4.4) be implemented at the proposers expense, at one of Riversides shopping establishments (coordinated through the Citys Chief Information Officer) prior to July 14, 2006. 20

A summary of the estimated up-front and on-going capital and operating costs to design, build and manage the Network throughout the proposed term of the contract. Financial details that demonstrate your firm's financial capacity to undertake and complete the project as proposed, which shall include: o Current audited statement of financial condition and financial statements for the two prior years, prepared by an independent certified public accountant o Statement disclosing any state or federal bankruptcy or insolvency proceeding that Proposer has filed or with which Proposer is otherwise involved o Most recent Form 10-K filed by the Proposer with the U.S. Securities and Exchange Commission, and copies of all Form 8-Ks filed since the filing of the most recent 10K o Any other information not specifically itemized above that demonstrates its financial capacity.

Part 3 - Solution Explanation Provide information on your firm's proposed solution to address the following: a. A detailed description of the proposed solution, including architecture that is expected to meet the Specifications identified in Section 2. Proposers shall enumerate their responses according to the Specifications stated in Section 2. b. Completion of the Specifications Matrix in Appendix A. c. Description of requirements not met by the proposed solution and potential alternatives to same. 3.3. PUBLIC VERSION OF PROPOSAL Each Proposer shall provide one copy of its full proposal that may be made available for public inspection. This copy shall consist of the entirety of the information provided in response to Section 3.2 above, minus limited redactions only for those elements in each response which are trade secrets as that term is defined in Civil Code section 3426. 1 (d) or which are otherwise exempt by law from disclosure. The City reserves the right to disqualify from consideration any Proposer who fails to so limit its redactions for confidentiality. Each volume of the public version of the proposal shall be clearly labeled "PUBLIC VERSION" in large print. Each Proposer shall provide one electronic disk, clearly labeled "PUBLIC VERSION" in large print, 21

with Microsoft Word and Adobe versions of the public version of its proposal.

4. EVALUATION AND SELECTION CRITERIA The City intends to evaluate written proposals in accordance with the criteria itemized below. 4.1. FIRM QUALIFICATIONS (20 POINTS) a. Financial capacity b. Quality of customer references for projects of similar size and scope c. Level of technical expertise to design, deploy and operate the Network 4.2. DEGREE OF COMPLIANCE WITH CITY'S SPECIFICATIONS (60 POINTS) a. Degree of satisfaction of Specifications set forth in Section 2 b. Viability of proposed solutions c. Understanding of the City's vision, goals and benefits set forth in Section 1 d. Value of proposed Compensation 4.3. ORAL INTERVIEW (20 POINTS) Following the evaluation of the written proposals, the three Proposers receiving the highest scores from the above criteria shall be invited to an oral interview. The interview will consist of a 30 minute presentation from the Proposers to highlight key points of their solution and standard questions asked of each of the three Proposers. Scoring will be based on the Proposers' performance with respect to the criteria set forth in items 1 and 2 above. Scoring from the oral interview shall then be added to scoring from criteria 1 and 2 above for the final selection. 4.4. PILOT Proposers may implement a pilot to prove capabilities and demonstrate compliance with the specifications of this RFP. The pilot is the complete responsibility of the Proposer. Suggested sites for installation of the pilot include: Riverside Plaza, Galleria at Tyler, Mission Grove Shopping Center, Canyon Crest Town Center, University Village, Downtown Mall, and Riverside Market Place. Pilot sites will be assigned on a first come first serve basis and will be active until award of the contract. The pilots will only be considered as part of the evaluations 22

through July 14, 2006. 5. SCHEDULE 5.1. PRE-PROPOSAL CONFERENCE A pre-proposal conference is scheduled for May 18, 2006, at the Riverside Museum, 3580 Mission Inn Ave., Riverside, CA 92501 on the second floor conference room from 10am-12pm (noon). Parking is recommended at the City Parking structure located on 9th and Orange. 5.2. SCHEDULE The schedule for this RFP is shown below: Proposal Phase RFP issued by the City Deadline for submission of written questions and requests for clarification Pre-Proposal Conference City's response to written questions and requests for clarification Proposals due 5.3. CONTRACT AWARD The City of Riversides CIO will select an interview panel for selection of a proposal. Upon selection, the Citys Information Technology Department and City Attorneys Office staff shall commence contract negotiations. The selection of any proposal shall not imply acceptance by the City of all terms of the proposal, which may be subject to further negotiation and approvals before the City may be legally bound thereby. If a satisfactory contract cannot be negotiated in a reasonable time, the City, in its sole discretion, may terminate negotiations with the highest ranked Proposer and begin contract negotiations with the next highest ranked Proposer. 6. TERMS AND CONDITIONS FOR RECEIPT OF PROPOSALS 6.1. ERRORS AND OMISSIONS IN RFP 23 Date April 26, 2006

May 26, 2006 May 18, 2006

June 2, 2006 July 14, 2006

Proposers are responsible for reviewing all portions of this RFP. Proposers are to promptly notify Steve Reneker by e-mail at sreneker@riversideca.gov, if the Proposer discovers any ambiguity, discrepancy, omission, or other error in the RFP. Any such notification should be submitted promptly after discovery, but in no event later than five working days prior to the date for receipt of proposals. Modifications and clarifications will be made by addenda posted on the City's bid website. 6.2. INQUIRIES REGARDING RFP All inquiries regarding the RFP and notifications of an intent to request written modification or clarification of the RFP, must be submitted by e-mail to sreneker@riversideca.gov. Any substantive inquiries and replies will be issued as addenda posted on the City's bid website. No questions or requests for clarification will be accepted after Friday, May 26, 2006. Information regarding City assets that may potentially be available for use as part of a wireless broadband network can be found on the City's website at www.smartriverside.com. Proposers are not allowed to contact any other City employees or elected officials during the proposal period identified in section 5.2 above. 6.3. OBJECTIONS TO RFP TERMS Should a Proposer object on any ground to any provision or legal requirement set forth in this RFP, the Proposer must, not more than ten calendar days after the RFP is issued, provide notice to the Chief Information Officer of the City, setting forth with specificity the grounds for the objection. This notice shall be submitted by email to sreneker@riversideca.gov . Failure of a Proposer to object in the manner set forth in this paragraph shall constitute a complete and irrevocable waiver of any such objection. 6.4. ADDENDA TO RFP The City may modify the RFP, prior to the proposal due date, by issuing written addenda. Addenda will be posted on the City's website at www.smartriverside.com. The Proposer shall be responsible for ensuring that its proposal reflects any and all addenda issued by the City prior to the proposal due date regardless of when the proposal is submitted. Therefore, the City recommends that the Proposer monitor the City's SmartRiverside website to ensure the Proposer is aware of all addenda. 6.5. TERM OF PROPOSAL Submission of a proposal signifies that the proposed services and prices are valid for 180 calendar days from the proposal due date and that the quoted prices are genuine and not the result of collusion or any other anti-competitive activity. 24

6.6. REVISION OF PROPOSAL A Proposer may revise a proposal on the Proposers own initiative at any time before the deadline for submission of proposals. The Proposal must submit the revised proposal in the same manner as the original. A revised proposal must be received on or before the proposal due date. In no case will a statement of intent to submit a revised proposal, or commencement of a revision process, extend the proposal due date for any Proposer. At any time during the proposal evaluation process, the City may require a Proposer to provide oral or written clarification of its proposal. The City reserves the right to make an award without further clarifications of proposals received. 6.7. ERRORS AND OMISSIONS IN PROPOSAL Failure by the City to object to an error, omission, or deviation in the proposal will in no way modify the RFP or excuse the vendor from full compliance with the specifications of the RFP or any contract awarded pursuant to the RFP. 6.8. FINANCIAL RESPONSIBILITY The City accepts no financial responsibility for any costs incurred by a firm in responding to this RFP. Submissions of the RFP will become the property of the City and may be used by the City in any way deemed appropriate. 6.9. PUBLIC RECORDS REQUEST All responses to RFPs and all other records of communications between the City and persons or firms submitting proposals shall be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person's or organization's net worth or other proprietary financial data submitted for qualification for a contract or other benefits until and unless that person or organization is awarded the contract or benefit. Those elements in each response which are trade secrets which are prominently marked as "TRADE SECRET," "CONFIDENTIAL," OR "PROPRIETARY" may be exempt from disclosure. The City shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked if disclosure is deemed to be required by law or by an order of the Court. In the event the City is required to defend an action on a Public Records Act for any of the elements of a response that are marked "confidential," "proprietary," or "trade secret," Proposer agrees, upon submission of its response for the City's consideration, to defend and indemnify the City from all costs and expenses, including attorneys' fees, in any action or 25

liability arising under the Public Records Act. The City reserves the right to make non-proprietary information in Proposers' responses available for public inspection prior to the time of contract award. 6.10. RESERVATIONS OF RIGHTS BY THE CITY The issuance of this RFP does not constitute an agreement by the City that any contract will actually be entered into by the City. The City expressly reserves the right at any time to: Waive or correct any defect or informality in any response, proposal, or proposal procedure; Reject any or all proposals; Reissue a Request for Proposals; Prior to submission deadline for proposals, modify all or any portion of the selection procedures, including deadlines for accepting responses, the specifications or requirements for any materials, equipment or services to be provided under this RFP, or the requirements for contents or format of the proposals; Procure any materials, equipment or services specified in this RFP by any other means; or Determine that no project will be pursued.

6.11. NO WAIVER No waiver by the City of any provision of this RFP shall be implied from any failure by the City to recognize or take action on account of any failure by a Proposer to observe any provision of this RFP. 6.12. RESPONSIBILITY FOR OBTAINING REQUIRED AUTHORIZATIONS The successful Proposer will be responsible for obtaining any required agreements, authorizations, or approvals that may be necessary to secure the use of City facilities (e.g., Cityowned utility light poles, traffic signals or City-owned buildings) or third party facilities (e.g., utility poles not owned by the City) for the provision of services over the Network. With respect to City facilities, the City will facilitate the obtaining of any necessary authorizations, approvals, or agreements as it deems appropriate and as permitted by law. The successful Proposer will also be responsible for obtaining from the City or third parties as appropriate any necessary agreements for the provision of utility services (e.g., electricity) that are required for the operation of the Network. 6.13. MANAGEMENT CONTROL AGREEMENT WITH CLETS 26

The California Law Enforcement Telecommunications Systems (CLETS) will be accessible over the Public Safety portion of the 4.9GHz Public Safety Wireless Network. The Proposer must sign a Management Control Agreement with CLETS as delegated by the City for provisioning these services over the 4.9 GHz Public Safety Wireless Network. 6.14. POLE ATTACHMENT AGREEMENT WITH RIVERSIDE PUBLIC UTILITIES The successful Proposer, if their wireless solution would require any portion of the network to be mounted or affixed to the Citys utility poles, may be required to enter into a pole attachment agreement, the form and content of which shall be at the sole discretion of the Citys Public utilities Department. 7. CONTRACT REQUIREMENTS 7.1. STANDARD CONTRACT PROVISION The successful Proposer shall be required to enter into a contract containing provisions substantially in the form of those in the Agreement for Professional Services, attached hereto as Appendix B. The insurance and indemnification provisions in the sample agreement are not negotiable. Failure to timely execute a contract, or to furnish any and all required insurance certificates and policy endorsements, surety bonds or other required materials shall be deemed an abandonment of a contract offer. The City, in its sole discretion, may select another firm and may proceed against the original selectee for damages. 8. PRIMARY POINTS OF CONTACT 8.1. PROPOSAL CONTACT The primary point of contact regarding this proposal is: Steve Reneker Chie Information Officer City Managers Office 3900 Main Street, 7th Floor Riverside, CA 92522 (951)826-5109 sreneker@riversideca.gov 8.2. RIVERSIDE PUBLIC UTILITIES CONTACT (CITY FIBER) The use of Riverside Public Utilities fiber is not required, however it may be available for use under negotiated terms and conditions as outlined in Appendix C. No questions or requests for 27

clarification will be accepted after Friday, May 26, 2006.The primary point of contact regarding the use of Riverside Public Utilities fiber is: David Redding Principal Electrical Engineer Riverside Public Utilities 3900 Main Street Riverside, CA 92522 (951) 826-5411 dredding@riversideca.gov The use of Street Lights and power will be provided under the negotiated terms and conditions. The primary point of contact regarding the use of these assets is: David Redding Principal Electrical Engineer Riverside Public Utilities 3900 Main Street Riverside, CA 92522 (951) 826-5411 dredding@riversideca.gov 8.3. PUBLIC WORKS CONTACT (TRAFFIC SIGNAL ACCESS) The use of Traffic Signals and power will be provided under the negotiated terms and conditions. The primary point of contact regarding the use of these assets is: Tom Boyd Deputy Director City of Riverside Public Works Department 3900 Main Street Riverside, CA 92522 (951) 826-5575
TBoyd@riversideca.gov

8.4. GENERAL SERV ICES CONTACT (CITY FACILITY) The use of City facilities (roof tops) and power and will be provided under the negotiated terms and conditions. The primary point of contact regarding the use of these assets is: Ed Luke City of Riverside 28

General Services Department 3900 Main Street Riverside, CA 92522 (951) 351-6164
ELuke@riversideca.gov

29

APPENDIX A - SPECIFICATIONS MATRIX As explained in Section 3.2, Proposers shall complete the following matrix with respect to their proposals and shall provide the completed matrix in Volume 3 of their proposals. Please note that the descriptions provided in the Specification Summary column are only abbreviated summaries. In completing this matrix, Proposers should refer to the full statement of the specification in the applicable subsection of Section 2. The information provided in the Priority column is to assist Proposers in understanding the relative priority levels the City attaches to each specification. For each specification, Proposers shall identify whether their proposals are fully compliant, partially compliant, or not compliant with the specification. The far right column provides an opportunity for Proposers to provide additional detail or comments.

Appendix A
Specifications Matrix
Spec Number 2.1(a) 2.1(b) 2.1(c) 2.1(d) 2.1(e) 2.1(f) Specification Summary Priority Network designed, deployed, operated, maintained and upgraded at no cost to the City Network supports a free level of service (Basic Service) Network supports Basic and Premium services as defined in Section 2.6 Network supports Open Access for Premium Services Network is operated in a neutral manner that ensures consumers are entitled to benefits described in 2.1(e) Proposer compensates the City for the use of its fiber assets Proposer indicates an initial contract term, no less than five (5) years and no more than ten (10) years. Proposer indicates desired option periods. Total does not exceed eighteen (20) years. Wireless Internet access provided throughout the entire City of Riverside Outdoor coverage provided for Basic, Premium, and Public Safety Services for a minimum of 95% of all areas of the City Indoor, Perimeter Room coverage provided for Basic, Premium, and Public Safety Services for the ground High High High High High High Fully Compliant Partially Compliant Non Compliant Detail and/or Comment

2.2

High

2.3(a)

High

2.3(b)

High

2.3(c)

High

30

2.3(d)

2.3(e)

and second floors for 90% of all buildings throughout the City. Indoor, Perimeter Room coverage provided for Basic, Premium, and Public Safety Services above the second floor for 90% of all residential and commercial buildings throughout the City. Indoor, Interior Room coverage provided for Basic, Premium and Public Safety Services for 90% of all buildings throughout the City. Network supports concurrent usage by residents, businesses, institutions, government agencies and anyone else in the City and provides a completely separate Public Safety Network Specification Summary

Medium

Medium

2.4(a)

High

Spec Number

Priority Network supports the logical segmentation of different domains of users (e.g. secure access by City agency personnel, secure and/or open access for public users, residential users business users) Network supports the ability to prioritize traffic for municipal use in cases of emergency or as required Network Operator provides access to its wireless broadband Internet access transport services to multiple unaffiliated Service Providers When unauthenticated user is redirected to a Capture Portal on the Network, the user has option to choose between multiple Service Providers and service plans. Network supports unilateral, inbound roaming relationships Network supports unilateral, outbound roaming relationships Network Operator, and/or any Service provider affiliated with the Network Operator, may also provide retailbranded Premium Services over the Network

Fully Compliant

Partially Compliant

Non Compliant

Detail and/or Comment

2.4(b)

High

2.4(c)

High

2.5(a)

High

2.5(b)

High

2.5(c) 2.5(d)

Medium Medium

2.5(e)

Medium

31

2.6(a)

2.6( b)

Networks provide a Fixed Broadband Basic Service, supporting 802.11 b/g/n devices at a best-effort minimum 1 Mbps symmetric data transmission rate, a dynamic IP address and other Core ISP Services Network provides a Nomadic Broadband Basic Service, supporting 802.11 b/g/n devices at a best-effort minimum 1 Mbps symmetric data transmission rate, a dynamic IP address and other Core ISP Services

High

High

Spec Number

Specification Summary Priority Network provides a Portable Broadband Basic Service, supporting 802.11 b/g/n devices at a best-effort minimum 1 Mbps symmetric data transmission rate, a dynamic IP address and other Core ISP Services. Sessionlevel connectivity maintained for inmotion subscribers at a minimum speed of 30 MPH Network provides a Fixed Broadband Premium Service at a guaranteed minimum 3 Mbps symmetric data transmission rate (wireless T-1 alternative) Network Operator allows Service Provider to provision Premium Services on a yearly, monthly and daily basis. Payment methods for all Premium Services include credit and debit card. Other methods exist for users who do not have the ability to pay with credit or debit cards (e.g. pre-paid vouchers top-off cards) Network provides Fixed Broadband, Portable Broadband and Nomadic Broadband (up to 70 MPH) for full Public Safety Services at a guaranteed minimum 54Mbps symmetric data transmission rate.

Fully Compliant

Partially Compliant

Non Compliant

Detail and/or Comment

2.6(c)

High

2.6(d)

High

2.6(e)

Medium

2.6(f)

High

2.6(g)

High

32

2.6(h)

2.6(i)

Expected costs of any required CPE for each coverage specification stated in Section 2.3 and who will be responsible for CPE costs during the provisioning process is provided. Bidders and sub-bidders will be required to comply fully with the City of Riverside Resolution No. 13346 Either toll free or local support for access shall be provided 24 hours per day every day of the year for Basic, Premium and Public Safety services.

High

High

2.6(j)

High

Spec Number

Specification Summary Priority Estimated rates are defined for any Premium Services to be marketed to Service Providers by the Network Operator, for all services in Section 2.6 Services and Provisioning. Rates, terms and conditions for Service Providers not affiliated with the Network Operator are as favorable as those provided to the Network Operator and any affiliated Service Providers. Estimated rates are defined for any Premium Services to be marketed to the public by the Network Operator. Network includes a wireless Access Tier that supports connectivity from 802.11b/g/n devices through the City Network includes a fixed wireless point-to-multipoint solution as a Backhaul Tier for aggregating WiFi traffic from the Access Tier A secondary 4.9 GHz Public Safety Network to provide, integrate with, coexist with or complement 4.9 GHz wireless public safety technology for use by the Citys public safety agencies Network includes a fixed wireless point-to-point solution, using licensed or leased spectrum, as a Distribution

Fully Compliant

Partially Compliant

Non Compliant

Detail and/or Comment

2.7(a)

High

2.7(b)

High

2.8(a)

High

2.8(b)

High

2.8(c)

High

2.8(d)

High

33

2.8(e)

2.8(f)

Tier for aggregating traffic from the Backhaul Tier back to an Internet POP Network traffic is aggregated back to a high-speed Internet backbone service at a POP, which supports layer-three network transit for Service Providers Network supports fault tolerance mechanisms to mitigate and/or eliminate single points of failure and ensure high reliability. Network support reliability levels of 99.9% for the Access Tier and 99.999% for the Backhaul Tier, Distribution Tier and POP

High

High

Spec Number

Specification Summary Priority Network is easily scaled and upgraded in a modular fashion to support additional subscribers, new applications and new requirements, and 5 year technology refresh, in order to meet evolving user demands. All outdoor network equipment complies with IP56/NEMA4 dust and water ingress ratings, withstands ambient temperature ranges of 5F to +150F and adheres to all other applicable local ordinances. Network supports backup power for all network equipment sufficient to ensure continuous operation during a loss of electrical power. Tier 1 Support for Basic Access Service is provided by the Network Operator for issues related to connectivity problems and service interruption or degradation Tier 1 Support for all Premium Services is required of all Service Providers Tier 2 Support is provided by the Network Operator for all Service Providers

Fully Compliant

Partially Compliant

Non Compliant

Detail and/or Comment

2.8(g)

High

2.8(h)

High

2.8(i)

Medium

2.9(a)

High

2.9(b)

High

2.9(c)

High

34

2.9(d)

Tier 3 Support shall be provided by the Network Operator for all Service Providers

High

2.10(a)

2.10(b)

2.10(c)

Physical security is provided for all critical network equipment components via secured facilities Mechanisms are provided to prevent or mitigate the risk of hackers, spammers, denial of service and other forms of malicious attacks on or through the network. No client software that is specific to the Network Operator or Service Provider(s) is required on PCs, laptops or other mobile devices in order to use the network

High

High

Medium

Spec Number 2.10(d) 2.10(e) 2.10(f) 2.10(g) 2.10(h)

Specification Summary Priority Support for Media Access Control (MAC) address filtering Support for Wired Equivalent Privacy (WEP) encryption, including both 64 and 128 bit keys Support for Temporal Key Integrity Protocol (TKIP) encryption Support for Advanced Encryption Standard (AES) encryption Support for WiFi Protected Access (WPA) Support for 802.1x authentication using Extensible Authentication Protocol (EAP) and Remote Authentication Dial-In User Service (RADIUS) Support for the suppression of Extended Service Set Identifier (ESSID) broadcasts Support for multiple ESSIDs and the ability to map ESSIDs individually to Virtual LANs (VLANs) Support for filtering of traffic based on Internet Protocol (IP) addresses, subnets and Transmission Control Protocol (TCP) ports Support for VPN tunneling using Internet Protocol Security (IPSec) Support for encryption of all control Medium High High High High

Fully Compliant

Partially Compliant

Non Compliant

Detail and/or Comment

2.10(i)

High

2.10(j)

High

2.10(k)

High

2.10(l)

Medium

2.10(m) 2.10(n)

High Medium

35

2.10(o)

and network management traffic Provide tools for spam blocker, pop-up blocker, virus blocker, parental controls and privacy controls. Meet all requirements of the CLETS Master Control Agreement for the 4.9GHz Public Safety Wireless Network.

High

2.10(p)

High

2.11(a)

Proposers provide a copy of any and all privacy policies they will apply to users on any Basic and Premium Service provided by the Network Operator and any affiliated Service Providers Specification Summary

High

Spec Number 2.11(b)

Priority Proposers certify that each privacy policy complies with all applicable federal and state laws. Proposers identify how each policy is communicated to users on the Network and how users acceptance of the policy is obtained. Proposers explain any privacy policy that is requires for unaffiliated Service Providers Credit card and personal information will be kept confidential and secure. Proposal elaborates on how solution supports digital inclusion goals Proposal identifies assumed roles of the City in its approach Proposers shall elaborate on how their solution supports these programs, any commitments for their firm's involvement and any assumptions for the role the City and/or SmartRiverside will have in these programs. High

Fully Compliant

Partially Compliant

Non Compliant

Detail and/or Comment

2.11(c)

High

2.11(d) 2.11(e)

High High

2.12(a) 2.12(b)

High High

2.12(c)

High

36

APPENDIX B
AGREEMENT FOR WIRELESS NETWORK Appendix B contains a sample City contract entitled Agreement for Wireless Network. AGREEMENT FOR WIRELESS NETWORK [Name of Vendor/Company] [Title of Agreement] THIS AGREEMENT is made and entered into this day of ,

200___, by and between the City of Riverside, a California charter city and municipal corporation, hereinafter referred to as City, and [Name of Company], hereinafter referred as Vendor, with respect to the following facts: RECITALS: WHEREAS, City wishes to award this contract for the deployment of wireless services City wide for consumer, commercial, government and public safety use; and,

37

WHEREAS, Vendor has the necessary experience in providing such services; and WHEREAS, selection of Vendor is expected to achieve the desired results in an expedited fashion; and WHEREAS, Vendor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, City and Vendor agree as follows: 1. Retention of Vendor. City retains Vendor to perform, and Vendor agrees to render, those services (hereinafter the services) defined in Exhibit A, attached hereto and incorporated herein by this reference in accordance with the terms and conditions set forth herein. 2. Standard of Performance. While performing the services, Vendor shall exercise the reasonable professional care and skill customarily exercised by reputable members of Vendors profession practicing in the Metropolitan Southern California Area, and shall use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. Term. The term of this Agreement shall become effective on the date first written above, and shall remain in effect until provisions stated herein. 4. Personnel. Vendor shall furnish all personnel necessary to perform the services and shall be responsible for their performance and compensation. Vendor recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion of the services. The key personnel listed in Exhibit B attached hereto and incorporated herein by this reference and assigned to perform portions of the services shall remain assigned through completion of the services, unless otherwise mutually agreed by the parties in writing, or caused by hardship or resignation in which case substitutes shall be subject to City approval. 5. Subcontracting. Vendor shall not subcontract any portion of the work required by this 38 , unless earlier terminated pursuant to the

Agreement, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 6. Contract Administration. A designee of the City will be appointed in writing by the Citys [ * ] Director to administer this Agreement on behalf of City and shall be

referred to herein as Contract Administrator. 7. Compensation Payment. In consideration for the performance of the services, City shall pay Vendor in accordance with the terms and conditions set forth in the attached Exhibit C, for a total not to exceed [ $ amount ]. 8. Prevailing Wage. If applicable, Vendor and all sub consultants are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code and implemented by Resolution No. 13346 of the City Council of the City of Riverside. The Directors determination is on file and open to inspection in the office of the City Clerk and is referred to and made a part hereof; the wage rates therein ascertained, determined and specified are referred to and made a part hereof as though fully set forth herein. 9. Independent Contractor. Vendor shall at all times during its performance of the services retain its status as independent contractor. Vendors employees and agents shall under no circumstances be considered or held to be employees or agents of City, and City shall have no obligation to pay or withhold state or federal taxes or provide workers compensation or unemployment insurance for or on behalf of them or Vendor. 10. Indemnification. Except as to the sole negligence or willful misconduct of City, Vendor shall defend, indemnify and hold the City, its officers and employees, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorneys fees, 39

which arises out of or is in any way connected with the performance of work under this Agreement by Vendor or any of the Vendors employees, agents or subconsultants and from all claims by Vendors employees, agents and subconsultants compensated for services rendered to Vendor in the performance of this Agreement, notwithstanding that City may have benefited from their services. This indemnification provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Vendor or Vendors employees, agents or sub consultants. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under the Citys self-administered workers compensation program is included as a loss, expense or cost for the purposes of this Section, and that this Section shall survive the expiration or early termination of the Agreement. 11. Workers Compensation Insurance. By executing this Agreement, Vendor certifies that Vendor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers compensation or to undertake self-insurance before commencing any of the work. Vendor shall carry insurance or provide for self-insurance required by California law to protect said Vendor from claims under the Workers Compensation Act. Prior to Citys execution of this Agreement, Vendor shall file with City either (1) a certificate of insurance or self-insurance evidencing that such insurance is in effect, or that Vendor is self-insured for such coverage; or (2) a certified statement that Vendor has no employees, and acknowledging that if Vendor does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with the City shall provide

40

that City shall be given ten (10) days prior written notice before modification or cancellation thereof. Vendors workers compensation carrier shall be authorized to transact insurance business in the State of California with a policy holders rating of B+ or higher and a Financial Class VII or larger. 12. Insurance. Prior to Citys execution of this Agreement, Vendor shall obtain, and shall thereafter maintain during the term of this Agreement, such commercial general and automobile liability insurance as required to insure Vendor against damages for personal injury, including accidental death, as well as from claims for property damage which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Vendor. All liability insurance shall be issued by insurance companies authorized to transact liability insurance business in the State of California with a policy holders rating of B+ or higher and a Financial Class VII or larger. Vendors commercial general liability policy shall cover both bodily injury (including death) and property damage (including but not limited to premises-operations liability, productscompleted operations liability, independent contractors liability, personal injury liability, and contractual liability), in an amount not less than $1,000,000 per occurrence limit/$2,000,000 aggregate. Vendors automobile liability shall cover both bodily injury and property damage in an amount not less than $1,000,000 per-occurrence limit, unless otherwise approved by the Citys Risk Manager or his designee. These minimum amounts of coverage shall not constitute any limitation or cap on Vendors indemnification obligations under Section 10 hereof. Prior to Citys execution of this Agreement, insurance policies or original certificates and additional insured endorsements evidencing the coverage required by this Agreement, for both 41

commercial general and auto liability, shall be filed with City and shall include City, its officers and employees as additional insureds. Said policies shall be in the usual form of commercial general liability insurance, but shall include the following provisions: Solely as respects work done by and on behalf of the named insured for the City of Riverside, it is agreed that the City and its officers and employees are added as additional insureds under this policy. The policies shall not be canceled unless thirty (30) days prior written notification of intended cancellation has been given to City by certified or registered mail. The insurance policy or policies shall also comply with the following provisions: a. The policy shall be endorsed to waive any right of subrogation against the City and its sub consultants, employees, officers, agents and directors for work performed under this Agreement. b. If the policies are written on a claims made basis, the certificate should so specify and the policy must continue in force for one year after completion of the services. The retroactive date of the coverage must also be listed. c. The policy shall specify that the insurance provided by Vendor will be considered primary and not contributory to any other insurance available to the City of Riverside. City, its agents and employees make no representation that the limits of the insurance specified to be carried by Vendor pursuant to this Agreement are adequate to protect Vendor. If Vendor believes that any required insurance coverage is inadequate, Vendor will obtain such additional insurance coverage as Vendor deems adequate, at Vendors sole expense. 13. Business Tax. Vendor understands that its performance of the services will constitute doing business in the City of Riverside, and it shall, therefore, register for and pay a business tax pursuant to Chapter 5.04 of the Riverside Municipal Code. 14. Accounting Records. Vendor shall maintain complete and accurate records with 42

respect to costs incurred under this Agreement. All such records shall be clearly identifiable. Vendor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Vendor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 15. Time of Essence. Time is of the essence for each and every provision of this Agreement. 16. Citys Right to Employ Other Vendors. City reserves the right to employ other vendors in connections with the project. 17. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, description, computer program data, input record data, written information, and other materials either created by or provided to Vendor in connection with the performance of this Agreement shall be held confidential by Vendor, except as otherwise directed by the Contract Administrator. Nothing furnished to Vendor that is otherwise known to the Vendor or is generally known, or has become known, to the related industry shall be deemed confidential. Vendor shall not use Citys name or insignia, photographs of the project, or any publicity pertaining to the services or the project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of the City. 18. Conflict of Interest. Vendor, for itself and behalf of the individuals listed in Exhibit B, warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by the above-described project. Vendor further warrants that neither they, nor the individuals listed in Exhibit B have any real property, business interests or income that will be affected by this project, or, alternatively, that Vendor will file with the City an affidavit disclosing any such interest. 43

19. Solicitation. Vendor represents and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Vendor, to solicit or secure this Agreement. Further, Vendor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Vendor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. 20. General Compliance with Laws. Vendor shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Vendor, or in any way affect the performance of services by Vendor pursuant to this Agreement. Vendor shall at all times observe and comply with all such laws, ordinances, and regulations and shall be responsible for the compliance of Vendors services with all applicable laws, ordinances and regulations. 21. Amendments. This Agreement may be amended or supplemented only by written agreement and/or change order signed by both parties. 22. Termination. This Agreement may be terminated by either party upon thirty (30) days prior written notice to the other party. In the event of a substantial failure of performance by Vendor, City may terminate this Agreement upon a ten (10) day written notice to Vendor. The ten-day notice period shall be used by both parties in an attempt to negotiate resolution of disputes and remedy any breach. This Agreement may be terminated by City at any time upon written notice to Vendor if City decides to abandon or indefinitely postpone the project. In the event of termination, City shall determine and pay to Vendor as full payment for all work performed and all expenses incurred hereunder the amount which bears the same ratio to the maximum fee otherwise payable under this Agreement as the ratio which the work actually rendered bears to the totality of the services which would have been rendered had the Agreement 44

been fully performed. In ascertaining the work actually rendered through the termination date, City shall consider completed work, work in progress and complete and incomplete reports and other documents only after delivery to City. 23. Ownership of Documents. All reports, maps, drawings and other contract deliverables prepared under this Agreement by Vendor shall be and remain the property of City upon Citys compensation of Vendor for its services as herein provided. Vendor shall not release to others information furnished by City without prior approval of the Contract Administrator. 24. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of Riverside, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 25. Notices. Service of any notices, bill, invoice or other documents required or

permitted under this Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: City Chief Information Officer City of Riverside 3900 Main Street Riverside, CA 92522 Vendor

26. Successors and Assigns. It is mutually understood and agreed that this Agreement shall be binding upon City and Vendor and their respective successors and assigns. Neither this Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Vendor without the prior written consent of the Contract Administrator. 45

27. Nondiscrimination. During Vendors performance of this Agreement, Vendor shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex or sexual orientation, in the selection and retention of employees and sub consultants and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further Vendor agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. 28. Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction in whole or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant or restriction of this Agreement and the remainder of the Agreement shall continue in full force and effect. 29. Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Vendor each represent and warrant that they have the legal power, right, capacity and actual authority to bind Vendor to the terms and conditions hereof and thereof. 30. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by, nor is neither party relying on, any representation or warranty outside those expressly set forth in this Agreement.

IN WITNESS WHEREOF City and Vendor have caused this Agreement to be duly executed on the day and year first above written. CITY OF RIVERSIDE *VENDOR, a [indicate form of 46

entity, i.e. corporation, etc.] By: __________________________ City Manager By: ______________________________ _________________________________ [Printed Name] _________________________________ [Title] By: ______________________________ _________________________________ [Printed Name] _________________________________ [Title]

Attest: ________________________ City Clerk

APPROVED AS TO FORM: By: _________________________ City Attorney

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APPENDIX C Riverside Public Utilities

FIBER USE LICENSE AGREEMENT
This Fiber Use License Agreement (Agreement) is made and entered into on this ____ day of _____________, 2006, by and between the City of Riverside (City) and ------- Inc., a ____________ corporation (--------), (Riverside and ------- sometimes hereinafter referred to individually as a Party and together as the Parties). RECITALS A. City has an existing optical fiber system (the Fiber System) located in the City of Riverside as shown on Exhibit A attached hereto and incorporated herein by this reference, and City desires to license to ------ the use of certain strands of fiber in the Fiber System to enhance utilization of the Fiber System and to obtain additional revenues. For purposes of this Agreement, the term Fiber System shall include existing related City-owned facilities such as pole, conduit and interduct facilities, building entrances, and cabinets through which fibers in the Fiber System pass, or which are appurtenant to the Fiber System. Such related facilities are sometimes separately referred to in this Agreement as the Related Facilities. B. ------ desires to use optical fibers to provide communications service to present and future customers in City. In the interests of convenience and efficiency, ------ finds that it is prudent and economical to use space and capacity in existing facilities rather than to install additional facilities. C. City and ------ believe that the interests of the public and the Parties will be well served by using some of Citys fiber-optic capacity in accordance with the terms and conditions contained herein.

1.1.1 AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, agreements and undertakings contained herein, and the foregoing recitals which are incorporated herein to this Agreement, the Parties agree as follows: Section 1. Grant of License 48

(a) City hereby grants to ------ the exclusive right to use the fibers described in Exhibit B attached hereto and incorporated herein by this reference (Licensed Fibers), except as provided herein. Exhibit B may be amended in writing by the Parties hereto, from time to time, to reflect additions to and deletions from the Licensed Fibers. (b) City retains and reserves the right to use and otherwise grant use of other fibers of the Fiber System to other parties, provided that such use and grants of use do not unreasonably interfere with the rights granted to ------ herein. (c) Neither ------s use of Licensed Fibers or Related Facilities, nor its payment of any amounts under this Agreement shall create or vest in ------ any easements or other ownership of property rights of any nature in the Licensed Fibers, in the Fiber System, or in any other City property. (d) Detailed specifications for the Licensed Fibers (the Specifications) are contained in Exhibits C-1 and C-2 attached hereto and incorporated herein by this reference. (e) City will from time to time perform acceptance tests to ensure that the Licensed Fibers meet the Specifications. Prior to placing the initial Licensed Fibers into service and whenever ------ notifies City of its intention to add Licensed Fibers, City will provide ------ with complete and accurate written results of the most recent of such tests. ------ will review the test results (and may conduct its own tests after coordination with the City) and will provide written notice of acceptance or rejection of such Licensed Fibers not later than thirty (30) days after City provides ------ such test results. If the Licensed Fibers fail to meet the Specifications and ------ provides timely written notice of its rejection of the Licensed Fibers, City shall repair or substitute fibers that meet the Specifications in a timely manner, but in any event no later than 30 days following receipt of notice from ------, unless ------ otherwise accepts the original fibers. After City provides written notice to ------ of such repair or substitution, ------ shall accept or reject in writing the repaired or substituted Licensed Fibers, not later than thirty (30) days after City provides ------ such notice. The date upon which ------ notifies City of its acceptance of Licensed Fibers, or the first day after the expiration of ------s right to reject Citys test results or notice of repair or substitution of Licensed Fibers, shall be the Acceptance Date with respect to such fibers. Section 2: Term The term of this Agreement shall be fifteen (15) years commencing on the date of the execution of this Agreement.

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Section 3:

Compensation

(a) ------ shall pay to City for use of the Licensed Fibers a license fee as provided in this Section 3. (b) The license fee shall be calculated at a base individual fiber cost of $ 115.00 (APPROXIMATE CURRENT RATE) per fiber, per mile, per month. A 10% discount to the base cost will be applied to fibers that are a part of a Licensed Fiber run that uses Citys entire east loop or entire west loop. The east loop runs from the Riverside Substation southwest to the Freeman Substation, east to the Orangecrest Substation, and returns north to the Riverside Substation. The west loop runs from the Riverside Substation west to the Mountain View Substation, south to the Lynn Substation, and returns northeast to the Riverside Substation. An additional 10% discount to the base cost will be applied if ------ makes licensed use of one hundred (100) or more fiber-miles. The distance will be determined by an optical time domain reflectometer measurement of the length of the Licensed Fibers rounded to the nearest one-tenth mile. (c) License fees will be payable in advance on a calendar year basis. The yearly license fee with respect to each Licensed Fiber will be due within thirty (30) days after the Acceptance Date with respect to such Licensed Fiber and shall be pro-rated from the Acceptance Date to the end of the calendar year in which such Acceptance Date occurs. Thereafter, license fees with respect to such Licensed Fibers shall be paid yearly in advance no later than January 30 of each year of the term of this Agreement. (d) For the last year of the Agreement term, ------ shall pay for only that prorated portion of the license fees due for the year until the expiration date of the Agreement term. In the event of an early termination of this Agreement, for a reason other than a -----breach of the Agreement, ------ shall be liable for only that prorated portion of the fees due for the year until the date of such termination. Any excess fees previously paid to City shall be promptly refunded to ------ upon termination. (e) The license fee for the Licensed Fiber will be subject to increase or decrease each year on the anniversary of the Agreements effective date, based on the Inland Empire Consumer Price Index (CPI) as published by the U.S. Department of Labors Bureau of Labor Statistics, not to exceed a four percent (4%) increase or decrease per year. (f) At 10-year intervals, the Parties will review prevailing rates charged by public and private entities that provide fiber-optic infrastructure comparable to the infrastructure provided to ------ hereunder, and will agree in good faith on a readjustment of the license fees under this Agreement to bring such fees into the normal range of such prevailing rates. Such readjustment will not, however, preclude or limit annual 50

adjustments after such readjustment pursuant to Section 3(e).

Section 4.

Fiber Access Points.

(a) ------ shall have the right to access the Licensed Fibers at the fiber access points (Fiber Access Points) indicated on Exhibit A. If additional Fiber Access Points are required after initial installation, ------ may request that City build and maintain additional Fiber Access Points, which request will not be unreasonably denied or delayed by City, provided that the expense of building additional Access Points shall be borne by the Parties in an equitable manner which shall be determined by good faith negotiations between the Parties. The proportionate division of the cost shall be based on the current and expected future economic and system operational value to each party. Whenever the parties agree to add additional Fiber Access Points in accordance with the provisions of this Agreement, Exhibit A shall be revised and initialed by the Authorized Representatives to reflect the additional Fiber Access Points so authorized. (b) City will own, operate and maintain each Fiber Access Point. ------ will connect to the Fiber System at each Fiber Access Point using a separate pedestal-mount fiber patch-panel in a lockable weather-resistant cabinet with joint operational access with City (each a ------ POP). ------ will own each ------ POP, provided that ------ shall not transfer ownership of any ------ POP except as permitted in Section 11 (Assignment). ------ will provide a single-mode fiber cable with sufficient fiber strands from a City communications cabinet located at each Fiber Access Point to the ------ POP. City will own all conduits, fiber optic communications equipment, cable, patch panels, and related items inside each Fiber Access Point and up to the -----POP. (c) ------ will be responsible for the cost of its connection to each Fiber Access Point, and provide all material and labor for the complete installation (including a City-approved conduit from each City communications cabinet to its associated ------ POP) as shown in ExhibitA including spare conduits. Any work done within a substation or other high voltage area shall be performed only after giving reasonable notice to City and only in the presence of a City safety observer. ------ shall reimburse City at Citys actual cost for the City safety observers time spent observing ------ work. (d) ------ shall use only its own employees or Approved Contractors to install its connections to the Licensed Fibers, provided that connections to fiber inside any City communications cabinet will be performed by City technicians, at the sole cost and expense of ------, using technical standards agreed to by City and ------. For purposes 51

of this Agreement, Approved Contractor shall mean a contractor who has been approved in writing by City to perform the type of services for which ------ engages such licensed contractor, and whose approval has not been retracted by City in a writing delivered to ------. City shall not unreasonably withhold or delay approval of contractors proposed by ------, and shall provide reasonable assistance to ------ in identifying Approved Contractors. ------ or its Approved Contractor shall follow Citys specifications and methods (as provided to ------ and/or its contractor from time to time) in the performance of any work on the Licensed Fibers and/or the Fiber System. City shall have right to review work done for connection to Licensed Fibers. If defects or damage are found due to ------ or ------s Contractor, ------ shall be responsible for all costs to correct damage or unsuitable work. (e) ------ shall have no rights to physically access the Fiber Access Points. ------ shall have full and free access to all ------ POPs, provided that ------ shall promptly notify City of its connection to or disconnection from the Licensed Fibers at any ------ POP. City shall have no rights to physically access the ------ POPs. ------ shall hold City harmless from any delays in restoration resulting from Citys lack of access to -----POPs. Section 5. ------ Facilities.

------ shall be responsible for the costs of building and maintaining ------ POPs, as well as spurs and related facilities reasonably required by ------ in order to connect to the Fiber Access Points and connect the Fiber System to customers located in City and adjacent areas (such POPs, spurs and related facilities are sometimes referred to herein as the ----- Facilities). Section 6. Taxes, Licenses, Liens

(a) During the term hereof, ------ shall pay, when due, all taxes, including premise or property taxes, sales and use taxes, utility users taxes, or any other fees in lieu of taxes assessed on the use of the Licensed Fibers by ------, which are directly assessed on ------s activities involving the Licensed Fibers, as well as ------s use of the Fiber System. ------ shall keep the Fiber System and the Licensed Fibers free from all liens, including but not limited to mechanics liens and encumbrances resulting from the activities of ------ or its agents. (b) If ------ shall fail to pay any of the above mentioned taxes, assessments, or other fees when due, City shall have the right to either pay the same and charge the amount thereof to ------, who shall pay the same to City upon demand, or terminate this Agreement in accordance with Section 15(a) below. ------s failure to pay any such taxes, assessments or other fees is a Default under this Agreement, irrespective of 52

whether City exercises its option to pay any of the same. (c) Should any such taxes, assessments or fees be levied or assessed against City as a result of any ------ activity related to this Agreement, City shall notify -----accordingly as soon as is reasonably practical. City shall also provide ------ with copies of any and all notices, bills, and other pertinent documentation received by City related to the same. ------ shall, within forty-five (45) days of receipt of such written notification(s), pay all such amounts. (d) City shall be responsible for and shall timely pay any and all taxes and franchise, license and permit fees based on the physical location of the Fiber System and/or the Licensed Fibers and/or the construction thereof in, on, across, along or through public or private roads, highways or rights-of-way. Section 7. Maintenance

(a) City shall be responsible for all maintenance and repair functions on the Fiber System (including the Licensed Fibers and the Related Facilities). Such maintenance and repair functions shall be performed by or under the direction of City, with reasonable notice to ------ in accordance with Exhibit D, as to Licensed Fibers and Related Facilities used by ------. Except as otherwise provided in this Section 7, ------ is prohibited from performing any maintenance or repair on the Fiber System. -----shall have the right to have an employee or representative available to assist City in any maintenance or repair of the Licensed Fibers used by ------. City shall maintain the Licensed Fibers in accordance with the Specifications. (b) Emergency Maintenance. City shall undertake and provide for or pay for emergency maintenance and repair activities for the Licensed Fibers at Citys sole cost and expense. City shall respond to any failure, interruption or impairment in the operation of the Licensed Fibers used by ------ within four (4) hours after receiving a report of any such failure, interruption or impairment. City shall use its best efforts to perform maintenance and repair to correct any failure, interruption or impairment in the operation of the Licensed Fibers or the Related Facilities used by ------ when reported by ------ in accordance with the procedures set forth in Exhibit D attached hereto and incorporated herein by this reference. In the event that City fails to perform any necessary emergency maintenance in accordance with the procedures set forth in Exhibit D, after the Acceptance Date, ------ shall have the right, but not the obligation, to undertake such emergency maintenance of the Licensed Fibers and/or Related Facilities at Citys sole cost and expense, provided that ------ complies with the notification requirements set forth on Exhibit D. (c) Scheduled Maintenance. City from time to time will schedule and perform, at Citys 53

sole cost and expense, specific periodic maintenance to protect the integrity of the Fiber System and to maintain the Licensed Fibers after the Acceptance Date in accordance with the Specifications. After the Acceptance Date, City shall give -----reasonable notice of any maintenance operations affecting the Licensed Fibers, including at least fifteen (15) days notice of any scheduled maintenance which is likely to interrupt service to ------ or its customers. City shall use its best efforts to perform scheduled maintenance at times that will minimize interference with the business of ------ and its customers. If maintenance work could be performed during normal work hours without service interruptions to customers but ------ prefers that the work be done at other times, then ------ shall pay any extra costs resulting from overtime charges incurred to accommodate ------. After the Acceptance Date -----may request scheduled maintenance it deems appropriate or desirable, including modifications of the Fiber System, provided that maintenance or modifications, which, in Citys reasonable judgment, are not required pursuant to this Section 7, shall be performed at ------s sole cost and expense. (d) In the event that City, or others acting in Citys behalf, at any time during the term of this Agreement after the Acceptance Date, discontinues or fails to perform maintenance and/or repair of the Licensed Fibers (or the Related Facilities, to the extent affecting the performance of, or access to, the Licensed Fibers) in accordance with Section 7(a), ------ or its Approved Contractor(s), shall have the right, but not the obligation, to provide such maintenance services at Citys sole cost and expense; provided that ------ shall give City five (5) days notice of its intention to provide maintenance services pursuant to this Section 7(d) (except in emergency situations, with respect to which ------ shall comply with Section 7(b) and provided further, that the maintenance labor costs charged to City shall be in accordance with telecommunications charges in the Riverside/San Bernardino metropolitan area, and no greater than twenty percent (20%) above City rates, with reasonable allowance to be made in emergency restoration situations for evening/holiday or short-notice surcharges. Such maintenance or repair work shall be done in a manner that is not detrimental in any way to the Fiber System, City fibers, cable, or other City facilities. Any work done in Fiber Access Points or City substations shall not be performed without the presence of a City observer. (e) In the event that any failure, interruption or impairment adversely affects both Citys electrical service capacity and the Licensed Fibers, restoration of the Licensed Fibers shall at all times be subordinate to restoration of the Citys electrical service capacity, unless otherwise agreed to in advance in writing by the Authorized Representatives. In such event or in the event City is unable to provide timely repair service to the Licensed Fibers after the Acceptance Date, City shall permit ------ or its Approved Contractor(s) to make repairs to restore the Licensed Fibers accepted by ------ as long as such restoration efforts do not interfere with Citys restoration activities and 54

provided that ------ complies with the notification and approval procedure in Section 7(b). City shall remain responsible for the costs and expenses of such emergency restoration activities, provided that the labor costs charged to City shall be in accordance with telecommunications charges in the Riverside/San Bernardino metropolitan area, and no greater than twenty percent (20%) above City rates with reasonable allowance to be made in emergency restoration situations for evening/holiday or short-notice surcharges. Such repair or restoration work shall be done in a manner that is not detrimental in any way to the Fiber System, City fibers, cable, or other City facilities. No work shall be done in Fiber Access Points or City substations without the presence of a City observer. (f) If the Fiber System is inoperable for a period longer than twenty-four (24) consecutive hours, ------ will be entitled to a license fee abatement for the duration of the service outage that is in excess of twenty-four (24) consecutive hours. Such prorated abatement of license fees shall be deducted from the next license fees payment otherwise due to City under this Agreement. Section 8: Relocation The Parties recognize that, from time to time, City may elect or be required to relocate its Fiber System, including the Licensed Fibers, or a portion thereof. City shall be solely responsible for all costs in relocating its Fiber System and Licensed Fibers and shall use commercially reasonable efforts to do so in a manner that will not cause any outage in ------s use thereof. The----- shall be responsible for the costs to relocate all facilities owned by -----. City agrees to give ------ advance written notice as soon as it obtains notice or knowledge of any governmental or other proceeding which is likely to result in relocation. ------ shall, at its sole cost and expense, have the right to participate in any such proceeding. Section 9: Reclamation

(a) Subject to the terms, conditions and limitations set forth in this Agreement, City shall have the right to terminate from time to time the grant of use of any or all of the Licensed Fibers on any or all segments of the network solely for use directly by City for telecommunications needs related to its electric utility service, provided that City shall have offered to ------ one or more bona fide alternatives to reclamation in accordance with the provisions of Section 9(c) below. (b) In the event that City desires to reclaim any Licensed Fibers pursuant to Section 9(a) above after the Acceptance Date, City shall give notice (Reclamation Notice) of such intent to ------ at least twelve (12) months prior to the date of reclamation. The 55

Reclamation Notice shall identify each Licensed Fiber on each segment that City desires to reclaim, and the intended date of reclamation. (c) Simultaneously with delivering the Reclamation Notice, City will submit to ------ its proposals for alternatives to reclamation, including, for example, (1) addition of -----s traffic on the fibers within the network already in use by City, (2) alternate or additional optoelectronic equipment, (3) alternate routes, and/or (4) installation of additional fibers along the network. Within ninety (90) days of receipt of the Reclamation Notice, ------ shall submit to City its analysis of Citys alternatives and include ------ alternatives of traffic consolidation on fewer fibers, etc. The Authorized Representatives shall investigate and negotiate in good faith with respect to such alternatives, on behalf of City and ------. City will bear ------s reasonable costs to execute any alternative(s) to reclamation that the parties have agreed upon in writing. (d) Unless otherwise agreed by City and ------ pursuant to Subsection 9(c) above, reclamation shall be effective on the date of reclamation set forth in the Reclamation Notice. After the Reclamation date, ------ shall be entitled to a proportionate license fee adjustment with respect to the reclaimed Licensed Fibers and to reimbursement for ------s reasonable expenses in building and maintaining Fiber Access Points and other facilities which the Licensed Fibers reclamation renders unusable by ------. Any such reimbursement shall be adjusted as appropriate to reflect the depreciated value of capital expenditures, as agreed to in writing in good faith by the Authorized Representatives of City and ------. Section 10: Representations and Warranties

(a) City represents that, to its knowledge, after due inquiry, it has the right and authority to enter into this Agreement and grant the rights and licenses contained herein. City further represents that the execution of this Agreement by its City Manager shall be sufficient to bind City hereunder. City shall provide ------ or its counsel a copy of the City Council minutes authorizing such execution of this Agreement and shall make reasonably available for ------s review copies of the relevant statutes, ordinances, rules, regulations, and procedures governing the authority of City to enter contracts, and the enforceability of contracts against City. (b) ------ represents and warrants to City that, to its knowledge, after due inquiry, (i) it has all licenses, permits and rights authorizing it to enter into this Agreement; (ii) ----- is duly organized and validly existing under the laws of the state in which it was formed and is qualified to do business in the State of California; (iii) the execution and delivery of this Agreement has been duly authorized by the proper corporate proceedings; (iv) the Agreement constitutes a valid and binding obligation of -----enforceable in accordance with its terms; and (v) neither the execution, delivery or 56

performance of the Agreement will violate or conflict with any law, rule, regulation, order, judgment, organization document, instrument or agreement by which ------ is bound. The individuals executing this Agreement and the instruments referenced herein on behalf of ------ each represent and warrant that they have the legal power, right and actual authority to bind ------ to the terms and conditions of this Agreement. Section 11: Assignment and Transfer

(a) ------ shall not assign, transfer or sublicense its interest in or obligations under this Agreement (Assign) without the prior written consent of City, which consent shall not be unreasonably withheld or delayed. (b) Notwithstanding the foregoing, ------ may assign, transfer or sublicense its interests and obligations hereunder to a parent, wholly-owned affiliate, wholly-owned subsidiary company, or purchaser of all or substantially all of its assets or stock, without the prior written consent of City. Any such attempted assignment, transfer or sublicense by ------ without Citys prior written consent shall be void ab initio, and shall constitute an incurable breach of this Agreement entitling City to terminate this Agreement. ------ agrees it shall not be unreasonable for City to withhold its consent, if: (i) the Assignees financial condition or technical ability to operate the communications system is not as good as ------s on the effective date; or the Assignee does not have approved contracts or other arrangements in place on the Assignment Date, to begin use of all Licensed Fibers within sixty days after the Assignment;

(ii)

(iii) the Assignee is a direct competitor of the Citys Public Utilities Department; or (iv) the Assignee fails to provide adequate documentation to City of Assignees ability to satisfy the requirements under subsection 11(b) (i), (ii), and (iii) above. Section 12: Indemnification and Limitation of Liability

(a) ------ shall defend, indemnify and hold the City, its officers and employees, harmless from and against any and all loss, damage, claim for damage, liability, expense or cost, including attorneys fees, which arises out of or is in any way connected with use of the Fiber System or Licensed Fiber by ------, or ------s employees, agents, guests, licensees, or invitees. 57

The Parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the Citys selfadministered workers compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section shall survive the expiration or early termination of the agreement. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS (OTHER THAN FOR AMOUNTS DUE UNDER THIS AGREEMENT), ANTICIPATED REVENUE, INFORMATION, DATA, THE INTERRUPTION OF BUSINESS, OR ANY LEGAL, ENGINEERING, CONSULTING OR OTHER PROFESSIONAL FEES OR EXPENSES, REGARDLESS OF WHETHER SUCH PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. Section 13: Insurance

(a) Prior to City's execution of this Agreement, ------ shall obtain, and shall thereafter maintain during the term of this Agreement, such general liability insurance as required to insure ------ against damages for personal injury, including accidental death, as well as from claims for property damage which may arise from or which may concern operations or by anyone directly or indirectly employed by, connected with, or acting for or on behalf of ------. (b) All liability insurance shall be issued by insurance companies authorized to transact liability insurance business in the State of California and shall cover commercial general liability for both bodily injury (including death) and property damage, including but not limited to premises-operations liability, products-completed operations liability, independent contractors liability, personal injury liability, and contractual liability, in an amount not less than $1,000,000 per-occurrence limit, and shall cover automobile liability in an amount not less than $1,000,000 per-occurrence limit.

(c) These minimum amounts of coverage shall not constitute any limitation or cap on -----'s indemnification obligations under Section 12 hereof. (d) Insurance policies or original certificates and additional insured endorsements evidencing the coverage required by this Agreement, for both commercial general and 58

auto liability, shall be filed with City and shall include City as an additional insured. Said policies shall be in the usual form of commercial general liability insurance, but shall include the following provisions: Solely as respects work done by and on behalf of the named insured for the City of Riverside, it is agreed that the City and its officers and employees are added as additional insureds under this policy. (e) The policies shall not be canceled unless thirty (30) days' prior written notification of intended cancellation has been given to City by certified or registered mail. (f) City, its agents and employees make no representation that the limits of the insurance specified to be carried by ------ pursuant to this Agreement are adequate to protect -----. If ------ believes that any required insurance coverage is inadequate, ------ will obtain such additional insurance coverage, as ------ deems adequate, at ------s sole expense. (g) ------ shall cause its insurer to waive the insurers right of subrogation with respect to City and its insurers. By executing this Agreement, ------ certifies that ------ is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation or to undertake self-insurance before commencing any of the work. A certificate evidencing such compliance shall be filed with the City, which certificate shall provide that City shall be given ten (10) days' written notice prior to cancellation of such coverage. (h) Failure to maintain or provide proof of insurance shall constitute an immediate breach of this Agreement and shall not be construed as a waiver of ------s obligation to provide the required insurance coverage. The coverage and limits of insurance required in this Agreement will not be construed as a limitation of any liability to City. All insurance policy deductibles, self-insured retentions and retrospective premiums will be the sole responsibility of ------. Section 14: Default

In the event either Party shall fail to observe or perform any of the terms and provisions of this Agreement and such failure shall continue for a period of thirty (30) days after receipt of written notice from the non-defaulting party (Default), then the nondefaulting party may terminate this Agreement, provided however, that where such Default cannot reasonably be cured within such period, and the defaulting party has proceeded promptly to cure the same and is prosecuting such cure with diligence, the time for curing such Default shall be extended for an amount of time, not to exceed sixty (60) days, as may be necessary under the circumstances to complete such cure. 59

Section 15:

Termination

(a) City may terminate this Agreement and may repossess the Licensed Fibers in the event that any payment or amount owing under this Agreement is not furnished to City, when due, upon giving thirty (30) days written notice to ------ of City's intention to terminate unless full and proper payment is made to City of all monies due on or before the expiration of the thirty (30) day period indicated in the notice. In like manner, upon thirty (30) days written notice, City may terminate the Agreement in the event any of the other terms of this Agreement other than involving violation of any penal law, have been violated, unless ------ has fully rectified any such failure to conform to the conditions of the Agreement pursuant to Section 14 herein (b) City may, in its sole discretion, terminate this Agreement, effective immediately, upon the giving of written notice of termination, in the event that ------ engages in, or permits, the violation of any material federal, state or city penal law or ordinance in its performance under this Agreement. (c) On the expiration of this Agreement or any earlier termination of ------s rights to use any or all of the Licensed Fibers under this Agreement, regardless of the reason for termination, ------ shall promptly surrender the Licensed Fibers to City in good condition in accordance with the Specifications. Within 45 days of termination, -----shall remove all of its equipment and its other property from Citys premises and repair and restore the Citys premises and property to its original condition, reasonable wear and tear excepted. (d) Upon ------s failure to timely perform any of its duties under this Section 15, City may elect, in its sole discretion, upon thirty (30) days written notice to ------, to remove, sell, dispose of, assign, or make a transfer of any kind, any and all of ------s equipment and other property on Citys premises; in such event ------, and any person claiming under ------, shall be deemed to have transferred to City and waived all rights to any and all proceeds and consideration received by City from such removal, sale, assignment, disposal or transfer of any kind. ------ agrees to pay City any and all costs and expenses incurred by City in performing such removal, disposal, repairs and restoration, not later than ten (10) days after City gives written notice to ------ of such cost and expense. (e) The rights and remedies of City set forth in this Section 15 are in addition to any other rights and remedies otherwise available to City in law or equity.

Section 16:

Confidentiality 60

If either Party provides confidential information to the other in writing, which writing is clearly marked confidential, the receiving Party shall, to the extent authorized by law, protect the confidential information from disclosure to third parties with the same degree of care afforded its own confidential and proprietary information. Neither Party shall, however, be required to hold confidential any information which becomes publicly available other than through the recipient, which is required to be disclosed by a governmental or judicial order, or by statute, which is independently developed by the receiving Party, or which becomes available to the receiving Party without known restrictions from a third party. Section 17: Costs

Except as otherwise expressly provided above, each Party shall bear its own entire attorneys fees and other expenses related to this Agreement. Section 18: Third Party Beneficiaries

No person or entity shall be considered a third-party beneficiary to this Agreement. None of the terms or conditions in this Agreement shall give or allow any claim, benefit, or right of action by any third person or entity not a party hereto. Section 19: No Partnership

The Parties acknowledge and agree that this Agreement does not create a partnership between, or a joint venture of, City and ------. Section 20: Binding Effect

This Agreement shall be binding upon, and shall inure to the benefit of the Parties hereto and their respective successors and assigns. Section 21: Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of laws. Section 22: Severability

In the event any term, covenant or condition of this Agreement, or the application of such term, covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants and conditions of this Agreement 61

shall not be affected thereby, but shall remain in force and effect unless a court holds that the invalid term, covenant or condition is not separable from all other terms, covenants and conditions of this Agreement. Section 23: Force Majeure

Neither Party shall be liable to the other for any failure of performance under this Agreement due to causes beyond its control, including, but not limited to: acts of God, fire, flood or other catastrophes, adverse weather conditions, material or facility shortages or unavailability not resulting from such Partys failure to timely place orders therefore, lack of transportation, the imposition of any governmental codes, ordinances, laws, rules, regulations or restrictions, national emergencies, insurrections, riots, wars, or strikes, lock-outs, work stoppages or other labor difficulties. Section 24: Waiver

No delay or omission by either Party to exercise any right or power occurring upon noncompliance or failure of performance by the other Party shall impair that right or power or be construed to be a waiver. A waiver by either Party of any of the covenants, conditions or obligations to be performed by the other Party under the Agreement shall not be construed to be a general waiver. Section 25: Headings

The Section headings herein are for convenience and reference only, and shall in no way define or limit the scope and content of this Agreement or in any way affect its provisions. Section 26: Notices

Other than billing invoices, which may be sent by first-class mail and notifications in Exhibit D, whenever written notice is required or permitted to be given under this Agreement by one party to the other, it shall be given effect by hand delivery, or by mailing the same by certified mail, return receipt requested, properly addressed and postage pre-paid to the party to whom given. Notices shall be addressed as follows: ------: City: General Manager Riverside Public Utilities 3900 Main Street Riverside CA 92522 (951) 826-5781 62

Phone:

Authorized Representative:

With a copy to: David Redding Principal Electrical Engineer Riverside Public Utilities 3900 Main Street Riverside, CA 92522 (951) 826-5411

Either party hereto may at any time designate a different person or address for the purpose of receiving notice by so informing the other party in writing in accordance with this section. Notice by certified mail shall be deemed given upon actual receipt thereof or three (3) days after being deposited in the United States Mail, whichever first occurs. Section 27: No Implied Representations

No representations, agreements, covenants, warranties, or certifications, express or implied, shall exist as between the parties, except as specifically set forth in this Agreement. Section 28: Integrated Agreement and Amendments

This Agreement is an integration of the entire understanding of the parties with respect to the matters set forth herein. The parties shall only amend this Agreement in writing with the proper official signatures attached thereto. Section 29: Media Releases

Neither Party shall issue any media releases or otherwise make any announcements, or do any marketing or advertising or public relations, that references the Parties relationship without the prior review and approval of the other Party. Section 30: Nondiscrimination

During the performance of this Agreement, ------ shall not deny the Agreements benefits to any person nor shall ------ discriminate unlawfully against any employee or applicant for employment on the ground or because of race, color, creed, national origin, ancestry, age, sex, sexual orientation, marital status, disability including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto. -----shall insure that the evaluation and treatment of employees and applicants for 63

employment are free of such discrimination.

1.1.1.1.1 Section 31:

Authorized Representatives

Each Party shall designate, pursuant to Section 26 of this Agreement, a representative who is authorized to act on its behalf in the implementation of this Agreement and with respect to those matters contained herein, which are the functions and responsibilities of the Authorized Representatives. Each Authorized Representative may delegate actual performance of such functions and responsibilities; provided, that any agreement of the Authorized Representatives required to be in writing shall be signed by the Authorized Representatives. Either Party may at any time change the designation of its Authorized Representative by written notice to the other Party.

1.1.1.1.2 Section 32:

Time of the Essence

Time is of the essence for each and every provision of this Agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first written above.

CITY OF RIVERSIDE

------ , Inc.

By:_______________________________ Name:____________________________ Title:_____________________________

By: ____________________________ Name:__________________________ Title:___________________________

Attest: By:_______________________________ City Clerk

By:_____________________________ Name:__________________________ Title:___________________________

64

1.2 Exhibit B
Licensed Fibers

Exhibit C-1 Fiber Specifications The Fiber System will meet the optical specifications as detailed below for all new fiber installed: Singlemode Fiber

2 Parameter
Max. Attenuation 1310nm Max. Attenuation 1550nm Attenuation vs. Wavelength

3 Specification
0.40

4 Units
dB/km

0.30

dB/km

The attenuation for the wavelength region from 1525nm to 1575nm must not exceed the attenuation at 1550nm by more than 0.05 dB/Km. Cladding Diameter Core Diameter Fiber Cut-Off Wavelength Zero-Dispersion Wavelength 124 + 10 8.3 or 8.7 +/- 1.3 um um

1150-1350nm (typically less than 1250nm)

1301.5nm- 1321.5nm

The maximum dispersion slope (SoMax) must be no greater than 0.092 ps/(Km-nm2). The nominal zero dispersion wavelength must be near 1310nm zero dispersion range. The dispersion between 1530 and 1570nm must be less than or equal to 18 ps/(nm*km). Maximum Dispersion 1290-1330 nm <2.8 ps/(nm-km)

Exhibit C-2 Splice Loss All splices will be performed with an industry-accepted fusion-splicing machine. In no case shall a fiber show a point of discontinuity greater than 0.25 dB. Discontinuities (known as steps, splices, or attenuation non-uniformity) shall be measured with OTDR to determine the loss of the localized attenuation. The least squares fit method of measure must be used to determine the magnitude of the loss of the point of discontinuity. Splices will be qualified with bi-directional span testing. These measurements must be made after the splice manhole/handhole is closed in order to check for micro-bending problems. Once end-toend continuity is established, loss measurements at the required wavelength(s) (1310 nm and 1550 nm for single mode conventional fiber and 1550 nm only for Corning SMF-LS and Lucent True Wave) will be recorded using an industry-accepted laser source and power meter. OTDR traces will be taken at the required wavelength(s) and splice loss measurements will be recorded. Contractor shall record OTDR traces on diskettes and provide one set of diskettes with all traces to City. The format of the diskettes will be that of the OTDR manufacturer. The splicing standards are as follows: Although no single maximum splice loss limit is placed on individual splices, (other than none >0.25 dB) there is a loss requirement placed on the end-to-end loss value as measured with an industryaccepted laser source and power meter. The end-to-end loss must meet the design loss value of 0.65 dB/km at 1310 nm and 0.55 dB/km at 1550 nm for conventional single mode fiber and 0.55 dB/km at 1550 nm for SMF-LS and True Wave fiber. Examples:

Conventional Single Mode Fiber at =50 km x 0.65 =32.5 dB 1310 nm Conventional Single Mode Fiber at =50 km x 0.55 =27.5 dB 1550 nm SMF-LS and Lucent TrueWave Fiber =50 km x 0.55 =27.5 dB at 1550 nm

4.1 Exhibit D 4.1.1.1 Maintenance, Repair, and Restoration,

Notification/Escalation Procedures Should failure, interruption, or impairment of the Licensed Fibers (or Related Facilities essential to use or maintenance of the Licensed Fibers) occur, ------ may call the following number to report such circumstances: (951) 351-6XXX Primary; (951) 687-0791 Alternate; (951) 351-6290 -Fax. Such number will be staffed on a 24-hour basis 7 days a week, including holidays, by an employee of City with authority (or the ability to contact a supervisor with authority) to make decisions and implement services related to emergency restoration under Section 7 of this Agreement. The supervisor on duty will initiate restoration service and coordinate restoration activity. City shall, within four (4) hours of notification by ------, have one or more employees on site to begin investigation and correction of the reported condition. At four-hour intervals City shall provide ------ with a report of progress or lack thereof in restoring operation of the Licensed Fibers in accordance with the Specifications. Whenever ------ notifies City of its intention to perform emergency restoration services through its employees or contractors pursuant to Section 7(c) of this Agreement, City shall provide its concurrence or disapproval (and any requisite contractor approval) within two (2) hours from ------s notification. City may provide notice of the following occurrences or planned occurrences by contacting the -----personnel listed below: Emergency/unscheduled outages Emergency repair progress reports Scheduled maintenance affecting Licensed Fiber Relocations

APPENDIX D
Current Usage of SmartRiverside in Downtown Riverside

Connections by Day of Week month of February 2006

Date Range: 02/1/2006 00:00 to 02/28/2006 23.59.59 (Category Criteria Set) Day Session connections for the month of February were 61,100. Tuesday, Wednesday and Fridays tend to be the greatest usage days. Sun Mon Tue Wed Thu Fri Sat 0K 2K 4K 6K 8K 10K 12K

Session Connections

APPENDIX D
Asset and Population Data for the City of Riverside

APPENDIX F
POLE ATTACHMENT AND CONDUIT LICENSE On this ___ day of _____, the CITY OF RIVERSIDE, a municipal corporation hereinafter called City and _____________________________, hereinafter called Licensee, hereby agree that from and after the date hereof the following terms and conditions shall govern Licensees use of any and all poles or conduits owned in whole or in part by City. This License applies to all attachments or occupations of Licensees equipment as hereinafter defined. This is a pole attachment or conduit occupation only license and does not preclude City from requiring a franchise or other type of additional agreement in the future. 1. Licensees use of Citys poles or conduits shall be confined to supporting

those cables and wires together with associated messenger cables, guy wires, anchors and other appurtenances, all hereinafter called equipment, which City has given License prior written permission to install, and said equipment shall be used only for the transmission of telecommunication data. Any and all of said equipment shall be used only for the transmission of telecommunication data. Any and all of said equipment shall be located only on that portion of Citys poles or within conduits normally used for communication facilities and not on that portion used for electrical transmission or distribution. This License covers the area within the limits of the City of Riverside. 2. Whenever Licensee shall desire to place equipment upon any of Citys poles

or within Citys conduits, Licensee shall make written application for permission to do so, in the number of copies and in the form from time to time prescribed by City. If said application is approved, permission to place the equipment described in said application upon the pole or poles or within conduit or conduits therein identified within the time specified therein shall be granted by City by one copy of said application being signed by an employee designated by the Director of the Riverside Public Utilities Department, in the place provided thereon for that purpose and returning said signed copy to Licensee. If City fails to approve or deny the application in writing within forty-five (45) days after City receives a complete application and all required documents and materials, and if Licensee

has paid all sums required herein and is not in default of any obligations under this License, then the application shall be deemed accepted. 3. Upon receiving the signed copy of the application but not before, and upon

payment of the sums required herein, Licensee shall have the right to install, maintain and use its equipment described in the application upon the pole(s) or conduit(s) identified therein, provided, however, that before commencing the installation Licensee shall notify City of the specific time it proposes to do the work sufficiently in advance so City may arrange to have its representative present when the work is performed. Licensee shall not have the right to place, nor shall it place any additional equipment upon any pole or within any conduit used by it without first making application for permission to do so, together with the required fees. Licensee shall not change the position of any equipment attached to any pole or within any conduit without Citys prior written approval. 4. Each application to City to install any equipment shall be accompanied by a

payment to City of $___ for each pole specified in the application and $___ for each vault, manhole, pullbox, or any other substructure involving the conduit proposed to be leased. This $___ fee shall be for the processing of the application and the engineering of the attachments or occupations proposed and the inspection of the work performed pursuant to Section 19 herein. If the application is denied in whole or in part City may, at its option, retain the $___ fee. (The above fees in Section 4 are yet to be determined but are estimated to be approximately $100 each.) 5. In addition to the processing, engineering, and inspection fees specified in

Section 4 above, Licensee shall pay to city an annual license fee of ___ ___________($___) per pole, __________ ($___) per anchor, and $___ per foot of 1 conduit or 1 interduct required. The annual fee shall be prorated over the number of months that Licensee has its equipment attached to or occupied in Citys facilities commencing with the first day of the month following the date of attachments, and shall be payable in advance, half on the first day of January and half on the first day of July in each year. The annual fee may be changed by City, in accordance with applicable federal, state or local law, upon ninety (90) days written notice to Licensee. (The above fees in Section 5 are yet to be determined but are estimated to be approximately $50, $10, and $2 for poles, anchors and conduits, respectively.)

6.

(a)

Licensee shall, at its own risk and expense, place and maintain said

equipment upon said poles or in conduits (i) in a safe condition and in good repair, (ii) in a manner satisfactory to City and so as not to conflict or interfere with work on or use of the poles or conduits by City or others and (iii) in conformity with such requirements and specifications as City may from time to time prescribe and with all laws and regulations, orders, and decrees of all lawfully constituted bodies and tribunals pertaining to overhead and underground line construction, including without limit thereto, General Orders No. 95 and 128 of the Public Utilities Commission of the State of California and any supplements thereto and revisions thereof, and the National Electrical Safety Code. (b) Licensee shall furnish all work, materials and equipment required for its

installations. City may, at Citys sole discretion, install all or part of the equipment to be installed on poles or within conduits within City and all other necessary facilities. City shall commence and diligently prosecute to completion necessary repairs and adjustments, to work performed by City within fifteen (15) days after City receives a written request from Licensee. Licensee shall reimburse City for its entire actual costs and fully burdened labor expenses of performing installation of Licensees facilities. (c) Licensee shall complete the installation of its equipment covered by

each approved individual application within such time limit as City shall state on said application; and if Licensee should fail to complete the installation of its equipment within the prescribed time limit, or if no such time limit is stated by City, then within one hundred eighty (180) days, the permission granted by City to place equipment shall automatically be revoked and Licensee shall not have the right to place equipment without first reapplying for and receiving permission to do so, all as prescribed hereinabove for initial applications. (d) For purposes of this Agreement fully burdened labor expense shall

mean the rate of pay for a unit of labor performed by a City employee plus benefits and non-personnel operating costs allocable to such unit of labor. In fiscal year __________, Citys fully burdened labor expense for City provided electric utility labor is calculated as the employees base hourly rate of pay plus ___ % of such base hourly rate. 7. (a) If in Citys judgment, the accommodation of any of Licensees

equipment necessitates the rearrangement of facilities on or within existing City facilities, City will indicate on the application the necessary changes and the estimated cost thereof

and return it to Licensee. If Licensee still desires to use the facilities and returns the application marked to so indicate, City within a reasonable time will provide new facilities as required, and City will make such transfers or rearrangements of existing facilities as may be required, all to be done at the sole risk and expense of Licensee, and Licensee, will reimburse City its entire actual costs and fully burdened labor expense thereby incurred. (b) If in Citys judgment, Licensees existing equipment on or within any

City facility interferes with or prevents the placing of any additional facilities required by City, and if the additional facilities could be placed by removing Licensees equipment, or by rearranging the existing facilities, City shall notify Licensee of the rearrangements of facilities and transfers of facilities required in order to continue the accommodation of Licensees equipment, together with an estimate of the cost of making any such changes; and if Licensee desires to continue to maintain its equipment and so notifies City, City shall within a reasonable time make such replacement or facilities rearrangement as may be required, all at the sole risk and expense of Licensee, and Licensee, on demand, shall reimburse City for the entire actual costs and fully burdened labor expense incurred. If Licensee does not so notify City, Licensee shall, at its sole expense and risk, remove its equipment from City facilities within thirty (30) days from notification by City. 8. If Licensee makes attachments, contacts or installations of equipment to any

of Citys facilities or to portions or spaces of any facilities owned by City, without Citys permission hereunder, or if Licensee is in material default of any term or condition hereof, City may at its option remove any or all of Licensees equipment attached to or installed upon any of Citys facilities. Any removals of equipment pursuant to this section shall be at the risk of Licensee and any such equipment as City shall so remove shall be stored only for sixty (60) days by City and disposed of thereafter for Licensees account in a manner to be determined solely by City. Licensee shall reimburse City for all costs of removal and storage incurred. If any Licensee attachments or occupations made without prior approval of City are discovered, application to City must be initialed pursuant to the requirements stated in Section 4 of this License and if subsequently approved by City, Licensee shall pay City upon demand an amount equivalent to two (2) years annual license fee for each attachment or occupation, computed at the annual rate then in effect in addition to all other costs or charges payable hereunder, including back charges for the entire period of time from the date of attachment as best determined by City.

9.

In order to keep the number of poles on public thoroughfares and elsewhere

to a practicable minimum, Licensee shall not erect any pole of its own in or near any location where City is willing to accommodate Licensees equipment or to provide a pole adequate to accommodate Licensees equipment. Licensee shall not erect any pole of its own where no pole line exists. 10. Nothing in this License shall create any obligation on City to grant permission

to use any of its poles or conduits and nothing herein shall restrict Licensee from negotiating with other pole owners for use of space on their poles or for space on poles jointly owned by them with City or other conduit owners for use of space within their solely owned systems. 11. (a) When the anchorage requirements of Licensee and City are

coincident, in the sole judgment of City, the strains of Citys facilities and Licensees equipment on the poles involved shall be held by the same guys and anchors. When City deems it desirable, Licensee shall install, or if City so elects it will install, separate guys or anchors, or both, to hold the strains of Licensees equipment upon the poles, at Licensees sole risk and expense and for its account. Any such separate guys and/or anchors shall be owned and maintained by Licensee. (b) When, in the sole opinion of City, any existing guying facilities are inadequate

to hold the strains caused by Licenses equipment, and separate guying facilities are not desired, or if guying facilities being used by Licensee are, in the opinion of City, inadequate to hold additional strain resulting from the placing of any additional facilities on the poles involved and the guying facilities would have been adequate to hold the additional strains but for the strains resulting from Licensees equipment, City may replace the existing guying facilities with adequate guying facilities at the sole risk and expense of Licensee and Licensee, on demand, will reimburse City for Citys entire actual cost and fully burdened labor expense. 12. Licensee shall provide a 24 hour emergency repair service throughout the

term of this License. Upon approval of first attachment, the name of the person or persons responsible, and their telephone numbers must be provided before construction may commence. 13. City reserves to itself the right to maintain the poles and conduits and to

operate its facilities in such manner as will best enable it to fulfill its own service

requirements and City shall not be liable to Licensee for any interruptions to Licensees service or for interference with the operation of Licensees equipment arising in any manner from the use of the poles, conduits and facilities by City, except in instances of Citys gross negligence or willful misconduct. 14. Licensee shall obtain from the public authorities and private owners of real

property any and all permits, easements, licenses, franchises or grants necessary for the lawful exercise of the permission granted by the approval of any application hereunder. Nothing herein shall be deemed to grant to Licensee any license, easement, assignment or other right to exercise any of Citys rights to erect or maintain any poles, electric lines, City owned telecommunication lines or other equipment over, through, under or upon any property of another. Licensee shall indemnify, hold harmless and, at the option of City, defend City against any loss, damage, penalties, liability or expense, including attorneys fees caused by Licensee or claimed to be so caused arising out of any act or omission of Licensee, which City or any third party or parties may suffer or incur, including without limitation, any loss, damage, cost, expense or liability suffered or incurred or alleged to be suffered or incurred by reason of Licensees failure to comply with the provisions of this License, or arising out of any invasion or alleged invasion of property rights of third parties by Licensee or its officers, employees, successors or assigns made or done pursuant to the provisions of this License. Nothing in this License shall be construed to confer any permit, license or grant to use the property of any third persons. 15. Licensee shall at any time, at its own sole risk and expense, upon notice from

City, relocate, replace or renew its equipment or transfer it to other poles or conduits, or perform any other work in connection with said equipment as may be required by City in Citys sole discretion; provided, however, that in such cases as may be determined by City, City may at Licensees sole risk and expense, relocate, replace or renew equipment, transfer it to other poles or perform any other work in connection with said equipment that may be required in the maintenance, replacement, removal or relocation of said poles or conduits and the facilities thereon or which may be placed therein, or for the service needs of City, and Licensee, on demand, shall reimburse City for the entire actual costs and fully burdened labor expense thereby incurred. 16. Licensee may at any time remove all or part of its equipment from any of said

poles or conduits, and, in each case, it shall immediately give City written notice of such

removals in the number of copies and in the form from time to time prescribed by City. Removal of such equipment from any pole or conduit shall constitute a termination of Licensees right to use such pole or conduit for the equipment removed. 17. No use, however extended, of any pole(s) or conduit(s) under this License

shall create or vest in Licensee any ownership or property rights, but Licensees rights shall be and remain a mere license, which as to any particular pole(s) or conduit(s) may be terminated at any time by City, upon ninety (90) days written notice to Licensee, and Licensee shall remove its equipment from the pole(s) or conduit(s) within ninety (90) days, provided that City offers an alternative route for Licensees fiber optic-cable and City does not require an additional application fee. Licensee shall prevent any and all liens from attaching, as a result of Licensees activities, to any property of City upon which any of Licensees equipment is attached or installed. Nothing herein contained shall be construed to compel City to maintain any particular pole(s) or conduits for a period longer than that demanded by its own service requirements. Nothing in this License shall create any special relationship between Ciity and Licensee, such as any agency relationship, but the parties shall have only the relationship of independent contracting parties. Except as otherwise provided herein, Licensee shall not use or refer to its business dealings with others, the words and marks City, City of Riverside or any other words and marks owned by or used by City in identifying itself or by others in referring to it, without specific written permission from City to do so. 18. License shall exercise reasonable precautions to avoid causing damage to

the facilities of City. Licensee shall be fully responsible for any and all loss from damage, including without limitation damages for loss of use and liability for consequential damages arising out of or caused by an act, failure to act or intentional act of Licensees employees, contractors or sub-contractors. Licensee shall make an immediate report of the occurrence of any damage to the owner of the damaged facilities and shall, on demand, reimburse said owner for the entire expense incurred in making repairs. 19. City shall have the right to inspect each new installation of Licensees

equipment upon and in the vicinity of Citys pole(s) or conduit(s), and to make inspections as often as construction may warrant of Licensees plant as City deems necessary. Inspections, whether made or not, shall not relieve Licensee of any responsibility, obligation, or liability assumed under this License.

20.

In furtherance of the purposes of law, rules and regulations relating to

security, espionage, sabotage and subversive activities, Licensee agrees as follows: (a) To provide suitable identification to each employee agent, and/or

contractor of Licensee who will have occasion to perform work on or about poles or conduits of City. (b) To cause each such employee, agent, and contractor to observe

faithfully and to comply strictly with all general security rules which City reasonably may find necessary or advisable on the premises. (c) Not to assign any work on, about or within Citys pole(s) or conduit(s)

to any such employee, agent or contractor who in the judgment of City, Licensee or other competent authority is a security risk. (d) Not to permit any employee, agent or contractor to open or enter any

City owned vault, manhole, pullbox or other substructures at any time. 21. In addition to other indemnification hereunder, Licensee shall indemnify,

defend, and hold harmless City and its officers, employees, affiliates, successors and assigns, against and from any and all loss, claims, demands, causes of action, damages, costs (including attorneys fees), or liabilities, in law or in equity, of every kind and nature whatsoever, directly or proximately resulting from or caused by or claimed to result from or be caused by: (a) Installation by Licensee, maintenance, existence, or use of equipment

on, about, or within Citys pole(s) or conduit(s), whether solely owned by City or jointly owned with other utilities; or (b) Any interruption, discontinuance, or interference with Licensees

service to any of its subscribers or customers occasioned or claimed to have been occasioned by any action of City pursuant to or consistent with this License, notwithstanding the circumstances that City may be alleged or determined to have been contributorily, concurrently, jointly, independently or solely negligent; and Licensee shall, upon demand and at its own sole risk and expense, defend any and all suits, actions or other legal proceedings which may be brought or instituted by third persons against City or its officers, employees, affiliates, subsidiaries, successors or assigns, in any such suit, action, or other legal proceeding and shall reimburse City for any and all legal expenses,

including attorneys fees incurred in connection therewith, except in instances of Citys gross negligence or willful misconduct. Licensee covenants and agrees that City shall not be liable for any damage or injury of any kind or nature to Licensees equipment, employees, agents, servants, or independent contractors or third parties, notwithstanding the circumstances that City may be alleged or determined to have been contributorily, concurrently, or jointly, independently, or solely negligent and the direct or proximate cause of any such damage to Licensees equipment. 22. Prior to citys execution of this License, and throughout the term of this

License, Licensee shall obtain and maintain the following insurance in full force and effect with an insurance company or companies satisfying the requirements below: (a) Workers Compensation Insurance. By executing this License,

Licensee certifies that Licensee is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers compensation or to undertake self-insurance before commencing any work under this License. A certificate evidencing such compliance shall be filed with City, which certificate shall provide that City shall be given ten (10) days written notice prior to cancellation of such coverage. Licensee shall require the insurance company or companies to waive all rights of subrogation against City, its officers, agents and employees. (b) Commercial General Liability Insurance in an amount not less that

$1,000,000 per occurrence limit to insure Licensee against damages for bodily injury (including death), as well as against claims for property damage which may arise from or which may concern operations or by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Licensee, including but not limited to premises-operations liability, products-completed operations liability, independent contractors liability, personal injury liability, and contractual liability (including under Section 21 of this License). All such liability insurance shall be issued by insurance companies authorized to transact liability insurance business in the State of California. (c) Automobile liability insurance in an amount not less than $1,000,000

per occurrence limit and issued by insurance companies authorized to transact liability insurance business in the State of California.

(d)

Insurance policies or original certificates and additional insured

endorsements evidencing the coverage required by this License, for both commercial general and automobile liability, shall be filed with City and shall include City as an additional insured. Said policies shall be in the usual form of commercial general liability insurance, but shall include the following provisions: Solely as respects work done by and on behalf of the named insured under this License with the City of Riverside, it is agreed that City and its officers and employees are added as additional insured under this policy. (f) The policies shall not be canceled unless thirty (30) days prior written

notification of intended cancellation has been given to City by certified or registered mail. (g) City, its agents and employees make no representation that the limits

of the insurance specified to be carried by Licensee pursuant to this License are adequate to protect Licensee. If Licensee believes that any required insurance coverage is inadequate, Licensee will obtain such additional insurance coverage as Licensee deems adequate, Licensee will obtain such additional insurance coverage as Licensee deems adequate, at Licensees sole expense. (h) If for any reason Licensee fails to obtain or keep any of the insurance

in force, City may (but is not required to) obtain that insurance. In that event, Licensee must promptly reimburse City its premium costs, plus one and one-half percent (1-1/2%) monthly interest until paid. 23. City shall have the right to require Licensee to furnish a bond to cover the

faithful performance by Licensee of its obligations under this License. If such a bond is required by City, it shall be issued by a commercial bonding company selected by Licensee which is authorized to transact surety insurance business in the State of California and satisfactory to City; shall not be subject to termination or cancellation except upon ninety (90) days prior written notice by certified mail to City; shall be in such form and in such amount, not to exceed $_____________, as City shall specify from time to time; and, subject to termination or cancellation as foresaid, shall be maintained in full force and effect throughout the life of this License. 24. If the Surety on the bond mentioned in Section 23 hereof should give notice of

the termination of said bond, or if Licensee should materially default in any of its obligations under this License and such material default shall continue for thirty (30) days after written

notice thereof, City may, by a written notice to Licensee, forthwith terminate this License or forthwith terminate any or all permits granted by it hereunder, and Licensee shall remove its equipment from the poles to which said termination applies within ninety (90) days from such notification. The obligations of Licensee shall survive such termination of this License until fully performed by Licensee. 25. In addition to any other rights of City hereunder or at law or equity, if Licensee

should default in the removal of its equipment from any pole, conduit or other City facility within the time allowed for removal or should default in the performance of any other work which it is obligated to do under this License, City may elect to do the work at Licensees sole risk and expense, and Licensee, on demand, shall reimburse City for its actual costs and entire fully burdened labor expense incurred. Any equipment removed by City under this section shall be stored by City at Licensees expense no longer than sixty (60) days, and thereafter disposed of by City for Licensees account in a manner solely determined by City. 26. If either party should bring any suit, action, or other legal proceeding against

the other party hereunder or in connection herewith, the prevailing party shall be entitled to recover, in addition to any judgment or decree for costs, such reasonable attorneys fees as it may have incurred in the suit, action, or other legal proceeding. 27. The failure by either party to enforce any provision of this License or the

waiver thereof in any instance shall not be construed as a general waiver or relinquishment on its part of any such provision but the same shall nevertheless be and remain in full force and effect. If any part or parts of this License conflict with any law or shall be held to be void or voidable by any court of competent jurisdiction, the portions not voided shall remain in full force and effect. 28. All amounts payable by Licensee to City or others under the provisions of this

License shall unless otherwise specified be due and payable within thirty (30) days after presentation of bills. Nonpayment of any amount when due shall constitute a material default of this License. 29. Nothing herein contained shall be construed as affecting any rights or

privileges conferred by City, by contract or otherwise, to others not parties to this License to use any poles and conduits covered by this License; and the City shall have the right to

confer, continue or extend such rights or privileges. The privileges herein granted to Licensee shall at all times be subject to any such contracts and arrangements. 30. Unless sooner terminated as herein provided this License shall continue in

effect for a term of ten (10) years from the effective date hereof, and from year to year thereafter, but any party may terminate its participation in whole or in part at any time during the term or any extensions thereof by giving the other party at least six (6) months prior written notice to that effect. At the expiration of six (6) months, all rights and privileges of Licensee as to the poles and conduits affected by the notice shall forthwith terminate, and Licensee shall remove its equipment prior to the expiration of such six month period. Any termination of this License in whole or in part shall not release Licensee from any liability or obligation hereunder, whether of indemnity or otherwise, which may have accrued or which may be accruing, or which arises out of any claim that may have accrued or may be accruing at the time of termination. 31. Licensee shall not assign, transfer, sublicense, sublease or sublet any

privilege granted to it hereunder, without Citys prior written consent, which will not be unreasonably withheld, but otherwise this License shall inure to the benefit of and be binding upon the successors and assigns of the parties thereto. It shall be unreasonable for City to withhold its consent to any assignment or transfer to a company wholly owned, or wholly controlled by ________________________, for which company has previously provided City with satisfactory evidence of companys ability to financially, physically and lawfully perform Licensees obligations under this License. 32. Licensee agrees that no contract work done for it by an independent

contractor shall be done by any person, firm or corporation, without requiring insurance from said independent contractor as required of Licensee and that City shall be included in the various insurance policies required therein as an additional insured as specified by City. 33. (a) Licensee shall pay when due all taxes on its equipment installed on

City poles or in City conduits and should any such tax be assessed against and required to be paid by City, Licensee, on demand, will reimburse City in the amount of such tax so paid by City. (b) It is the intent of the parties hereto not to create any permanent or

possessory interest accruing to Licensee in Citys poles or conduits by this License or by exercise of the permission given, and Licensee hereby recognizes and understands that

this License may create a possessory interest subject to property taxation and that the Licensee may be subject to the payment of property taxes levied on such interest. Any such imposition of a possessory interest tax shall be the liability of the Licensee, and Licensee agrees to pay or reimburse City for any and all such taxes and assessments, together with all penalties and fees, if applicable, during the term of this License. 34. Whenever in this License notice is provided or required to be given by one

party to another, such notice shall be in writing and transmitted by United States mail or by personal delivery to the Electrical Engineering Division, Public Utilities Department, City of Riverside, 3900 Main Street, Riverside, California 92522, or ______________________ as the case may be or to such other address as either party may, from time to time, designate for that purpose, and shall be deemed given two (2) days following its deposit in the United States mail with first-class postage fully paid thereon. 35. Licensee acknowledges and agrees that this License only authorizes

Licensee to use its equipment to provide the non-residential inter-Local Access and Transport Area (LATA) telecommunication services and intra-LATA private line high-speed digital transmission services allowed under the Certificate of Public Convenience and Necessity issued to Licensee pursuant to Decision 9910031 of the Public Utilities Commission of the State of California dated 10/12/99. Licensee shall not provide, nor shall Licensee allow or permit any other person or entity to use any of Licensees equipment to provide, within the City of Riverside any form of cable services as defined in 47 USCA Section 522 (the Cable Communications Act of 1984 as modified by the Telecommunications Act of 1996), cable television system services or video provider services as defined in Section 53054.2 of the California Government Code, or community antenna television system services subject to Section 53066 of the California Government Code, as those statutes now provide and as they may be subsequently amended to provide, without obtaining a franchise from City, Licensee hereby acknowledges and agrees to the following provisions of Section 53066(e) of the California Government Code; No person may commence the construction of a cable television system without a franchise or license granted by the city, county, or city and county in which the cable television system will operate.

36.

Business Tax. Licensee understands that its performance under this License

will constitute doing business in the City of Riverside, and it shall, therefore, register for and pay a business tax pursuant to Chapter 5.04 of the Riverside Municipal Code. 37. Nondiscrimination. During Licensees performance under this License,

Licensee shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex or sexual orientation, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further , Licensee agrees to conform to the requirements of the Americans with disabilities Act in Licensees performance under this License.. 38. Uncontrollable Forces: No Party shall be considered to be in default in

performance of any of its obligations when a failure or performance shall be due to an Uncontrollable Force. The term Uncontrollable Force means any cause beyond the control of the Party affected, including, but not restricted to, failure of or threat of failure of facilities, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or non-action by or failure to obtain the necessary authorizations or approvals from any governmental agency or authority which by exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome. No Party shall, however, be relieved of liability for negligence, or due to remediable causes which it fails to remove or remedy within a reasonable time period. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it may be involved. Any Party rendered unable to fulfill any of its obligations, by reason of an Uncontrollable Force, shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such inability within a reasonable time period. IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above. CITY OF RIVERSIDE A municipal corporation Company

By: __________________ City Manager Attest: ____________________ City Clerk Approved as to form: By: _____________________ Deputy City Attorney

By: ______________________________ Name, Title By: ____________________________ Name: _________________________ Its: ____________________________