05 IP Wireless Proposal

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Response to:

San Francisco Bay Area

Request for Information (RFI) 2009-0EM01, Broadband Round 2 Proposal Solicitation (Public-Private-Partnership)

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MACQUARIE

1. Introduction

This response to the Broadband Round 2 Proposal Solicitation is a follow on to IPWireless' response to the San Francisco Bay Area Request for Information (RFI) 2009-DEMOl for a Regional 700MHz Wireless Mobile Broadband Network.

In order to fully respond to the request for Public-Private Partnership proposals, IPWireless has partnered with Macquarie Capital (USA) Inc. and Airwave Solutions Ltd (UK), which is majority owned by Macquarie Capital'. These companies are described in the following overview sections.

The proposed public-private partnership ("PPP") with the UASI will therefore involve the following private sector parties: IP Wireless Inc. ("IP Wireless"), Airwave Solutions Ltd. ("Airwave") and Macquarie Capital (together, the "Consortium").

We look forward to presenting our proposals to you on February 23, and answering further questions. Once we have more specific information, such as on the timing and phases of network construction and expected types and numbers of users, we will be able to provide more detailed commercial proposals.

If desired, the Public-Private-Partnership model that is offered for your public safety mobile broadband network can be extended to include your regional interoperable public safety voice requirements. There would be many benefits in this approach, including significant economies of scale and scope.

As this response is commercial in nature, we request that it be kept confidential and not publicly disclosed.

1.1 Overview of IPWireless

IPWireless is a San Francisco based pioneer in the development and commercialization of end-to-end 3GPP mobile broadband solutions, including multiple generations of chipsets, software, devices, and complete network solutions that include software defined radio base stations and all-IP network

a rchitectu res.

While the company's technology solutions are used by commercial operators, IPWireless has been a leader in developing 3GPP to the special requirements ofthe Public Safety and broader Government markets. IPWireless provides a vertically integrated solution using its own base stations, user equipment, chipsets and core network elements. This is especially important for public safety and Government customers, who need a complete end-to-end solution with significant robustness, customized features and specialized end user devices.

1 "Macquarie Capital" consists of Macquarie Capital Group Limited, its direct and indirect subsidiaries and funds (or similar vehicles) managed by such subsidiaries.

Airwave, Macquarie Capital and IPWireless Proprietary and Confidential. Not for Public Disclosure Page 2

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In the public safety market, IPWireless' flagship customer is the city of New York, where the company's

mobile broadband technology forms the foundation of the "NYCWiN, a high-speed, mobile data network representing the most aggressive commitment by any municipality in the United States to provide a next-generation public safety infrastructure. The network is now operational across New York City's more than 300 square miles and exceeds requirements for coverage and data throughput speed. The network is leveraged by more than 19 city agencies with over 50 applications.

The company has been developing 3GPP based technologies since 1999, with the current release (as used in NYCWiN) being 3GPP Release7. As an active participant in 3GPP standards development, the company has over 100 patent families applicable to W-CDMA / HSPA, LTE, TD-CDMA and TD-SCDMA spanning from 3GPP release 5 through to release 8. In LTE (3GPP Release 8), IPWireless has been engaged in development for several years, and will have trial products in 2010 and commercial products in 2011. This includes base stations, user equipment and core network elements, in line with the company's vertically integrated solution approach. In the response, release 8 LTE is the basis of our proposals for the ful110-county system.

For the 700 MHz band, IPWireless has both NodeB (base station) and user equipment in commercial production. These are unique in their coverage ofthe entire 700 MHz band, allowing operation in the public safety allocation, the D Block and the commercial allocations. Our 700MHz solutions are deployed and tested showing exceptional results on coverage and throughput in real world situations. For the Bay Area's 10-county network, IPWireless is offering a complete technology solution and specialized service. We propose to work with partners chosen together with the Bay Area cities and counties. Our existing partnerships are described in the proposal. We believe that our partnership model lets the Bay Area select a best of breed strategy rather than having to choose a single vendor for wireless equipment and for all of the services.

1.2 Overview of Airwave

Airwave is a highly specialized and innovative communications company focused on a very specific market segment. Airwave's core focus is the design, construction and operation of communications solutions for the Public Safety and Public Service community.

Airwave owns and operates the world's largest and most complex multi-agency TETRA public safety communications network which covers 100% of the population and 99% of the land area of the UK using over 3,800 base stations. Over 300 public safety organizations have been approved to use the Airwave network and approximately 250,000 users have migrated onto the network to date.

The delivery of such a complex public safety network on a national scale has never been achieved before. This coupled with an innovative PPP financial arrangement is recognized and acknowledged as being pioneering by the Public Safety community worldwide.

Airwave's product portfolio includes radio and telephony services - voice, data, short messaging, devices, gateways, applications and air to ground communications.


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The Airwave Service is part of Her Majesty's Government (HMG) Critical National Infrastructure and is

designed to stay working during major incidents, whereas conventional GSM and fixed telephony networks have, in the past, overloaded or failed.

Over the past 18 months, Airwave has begun a program of international expansion by leveraging on the company's unique skills, expertise and hard earned experience, whereby it is assisting overseas organizations looking to build and operate similar mold-breaking solutions.

The Airwave service went live in 2000 providing mobile communications solutions to police forces throughout England, Scotland and Wales as part of a O.2bn UK Government contract. Airwave has now evolved to meet the needs of the wider public safety community.

Airwave serves all major organizations responsible for UK safety and security which includes the Police, Fire, Ambulance, Ministry of Defense, Central and Local Government Authorities. Airwave also provides vital communications services to all organizations that are involved with public safety, ensuring the country stays safe and secure in the face of natural events and man-made threats.

Airwave's core competencies include the design, development, project management, implementation, integration, maintenance and support of mobile communications solutions across multiple network bearers (TETRA, GPRS, GSM etc). Airwave has developed a number of mobile broadband solutions in collaboration with our customers which have been showcased to the Public Safety community.

To enable the level of service demanded by emergency and public safety users, the Airwave service is specifically built to deliver the five operational imperatives:

• I nteropera bi lity
• Resilience
• Security
• Coverage; and,
• Responsiveness Airwave works collaboratively with its customers and strategic suppliers to help them build safer communities, increase operational effectiveness and improve employee safety. At the heart of Airwave is its unwavering commitment to deliver an outstanding customer experience. In today's changing world, Airwave's pioneering and innovative solutions and services deliver security and resilience for its customers' critical communications needs.

1.3 Overview of Macquarie Capital

Macquarie Capital (USA) Inc., on behalf of Macquarie Capital, is a member of the Macquarie Group and is widely acknowledged to be a leader in the area of PPPs. Macquarie Capital's status as one of the first entrants into the global PPP market and a pioneering investor in PPPs and infrastructure has been a key element of the international success of its business, which has grown to include over $304 billion in assets under management and a global advisory team of over 1,500 professionals, as of February 2010.


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Macquarie Capital's Experience and Past Performance

Macquarie Capital has been active in the PPP market for over a decade. Macquarie Capital has played a significant role in jump-starting the PPP market in the U.S. through its role as a member of the winning consortia for both Chicago Skyway and Indiana Toll Road concessions. Those concessions generated almost twice the value expected by the owners of the assets and allowed both governments to engage in public projects that would have otherwise been unaffordable.

Macquarie Capital's experience as a successful bidder is built upon its success as an operator, managing over 110 essential community assets around the world. These include Airwave in U.K., Sydney Airport in Australia, Thames Water in the UK, Erie Shores Wind and the Sea-to-Skv toll road in Canada. Macquarie Capital's experience operating roads, airports, ports, public safety communications, water systems, utilities, and other forms of infrastructure provides it with a high degree of insight into how to maximize value. Asset value is based upon far more than just the condition of the asset and future revenue projections. A significant portion of asset value is the potential for that asset to serve more customers, to improve its operational performance, execute needed capital expenditures more efficiently, and to optimize the use of emerging technology. Macquarie owned assets serve millions of customers daily; more than 115 million passengers per annum pass through Macquarie owned airports, over 13 million households receive services from Macquarie owned utilities, over 83 million people are reached by Macquarie's television, telephone and radio infrastructure, and over 1.7 million cars pass over Macquarie's toll roads daily. Macquarie owned assets employ over 65,000 people globally.

Macquarie Capital's success is also built upon its understanding of credit markets and its global network of relationships with lenders. A deep understanding of the financial markets' requirements to participate in a project is crucial to successful execution. Macquarie Capital has raised over $120 billion in debt capital financing since January 2007 and has relationships with more than 100 major financial institutions. Macquarie Capital executed and closed PPP financing for the 1-595 Corridor Improvement Project, Port of Miami Tunnel and a 200 m3 water desalination plant in Australia in the most difficult market conditions in recent memory.

Macquarie Capital's multi-faceted participation in the PPP industry over a sustained period has provided it with a breadth of experience which allows it to understand the priorities, motivations and concerns of all stakeholders in a PPP process. This means that Macquarie Capital is extremely well positioned to address all aspects of a PPP process to maximize certainty of execution.


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2. Address how your company would structure a partnership with the Public Safety participants in the San Francisco Bay Area UASI Region

We propose structuring a Public Private Partnership {"PPPII) to meet the needs of the SF Bay Area UASI. PPPs are contractual agreements formed between a public agency and a private sector entity that allow a public agency to access private sector capital to deliver infrastructure projects while transferring risk to the private sector partners(s). One of the most effective PPP strategies occurs when the private sector takes a long-term lease or designs and constructs new infrastructure. The private partner then enters into a long-term contract to operate and manage that infrastructure.

Under a traditional procurement, the government typically owns all the risks associated with a project. Under a PPP structure, risks and responsibilities are aligned with those parties who are best equipped to manage them. For example, the risks associated with construction, cost, timing and project delivery are typically borne by the private sector under a PPP arrangement. PPPs also encourage innovation, lower life-cycle costs, and frequently provide higher quality services for the public.

Key features of a PPP include (i) public sector benefits from date-certain and cost-certain project delivery, (ii) several key project risks (detailed below) are shifted from the public sector to the private partner, (iii) budget certainty over life cycle, and (iv) public sector can set and oversee availability payment structure and minimum performance requirements and standards and concession agreement may be terminated at significant financial loss to the private sector if these are not met. PPPs can be wholly funded by the private sector (through the use of both equity and debt) and hence can require no public funds, but can accommodate public funding and grants that may be available.

Importantly, a PPP allows for the transfer of project risks to the private sector as follows:

Risk elements Traditional Delivery Private Sector Delivery
Environmental permts and Ibensing Publo Shared - mostty publo
operators. network management Publb Prtvate
Finanoing Publb Prtvate
Desi;;jn Pubic Prtvate - to pubic specs
Constructbn oost and time Publb Prtvate A PPP brings numerous benefits to the UASI in deploying the project:

1. Public funding not required: the project can be wholly funded by the private sector

2. Alleviation of cost risks: PPP is designed to shift cost risk from the public agency to the private partner. In deciding whether to adopt a PPP approach, the UASI should assess the risk they bear of absorbing the costs of building out the network when Federal and State funds are not secured. Uncertainty about financing can affect the viability of the project. Further, the UASI


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should assess the risk of cost overruns that often plague projects. A PPP would allow the agency

to allocate the risk of cost overruns to the private sector.

3. Alleviation of technology risks: The UASI would normally have to assess the risk of technological obsolescence over the life of the system and who will bear the cost of upgrading the system. In a PPP, the public agency can allocate technological risk for system obsolescence to a private operator thus creating a more predictable budget for the operation of the system.

4. Alleviation of operational risks: There is operational risk associated with running and maintaining a new system covering multiple end-user agencies (police, fire department, etc.). A single agency operating the network will have to travel a very steep learning curve as they balance the requirements of each agency against the capabilities of the network and the priorities of specific user groups. A PPP would bring an experienced private partner that works with the public agency from conception through operation and guarantees service and reliability of the entire system.

5. Expertise: A PPP would also bring private partners with expertise that will assist in evaluating costs to build the system and assess the efficiency, security, resilience and cost benefits of multiple approaches to building and operating the system.

The government has the ability to customize the partnership to achieve its objectives. The public sector turns the "dials" on the project in relation to variables such as concession length, availability payment level and growth, project specifications, construction and maintenance standards, technology refreshments and upgrades, penalties for underperformance, etc. These variables will in turn influence the net project cost and the amount of capital the private sector is willing to invest in the project and therefore the project's economics and viability.

The roles of the parties are as follows:

• IPWireless: telecommunications equipment and network design

• Airwave: network operations and design

• Macquarie Capital: financial advisory, PPP structuring and capital raising

2.1 Case Study: Emergency Services in the UK

The successful use of a PPP to build an interoperable radio system serving 250,000 end users in Great Britain holds some important lessons to consider. In 1995, the UK Government realized that the existing emergency services communications systems were no longer fit for purpose.

There were over 100 different radio systems in use across the UK's Police, Fire and Ambulance services. These legacy systems had patchy coverage, down to 17% in some regions and criminals could intercept radio messages and stay one step ahead of the law. None of the emergency services could communicate directly with each other over the radio leading to issues when police officers pursued offenders over administration boundaries. The Association of Chief Police Officers (APCO) is the lead organization for developing police policy in England, Wales and Northern Ireland and coordinates national police operations, major investigations, cross border policing and joint law enforcement task forces and the Home Office (the lead United Kingdom government department for immigration and passports, drugs policy, counter-terrorism, police, and science and research) realized that there was an urgent requirement for a new, robust and secure nationwide digital communications system - one which could be used by all the emergency services.


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Major issues included managing the enormous technical and operational risks the introduction of a new public safety communications network would create and funding this new technology to create a commercially successful financial model. The government of the day faced financial pressures and needed to demonstrate fiscal prudence. The answer was a public-private partnership with a commercial organization taking on the risks in return for a long term contract with a reasonable return on their investment.

This is the contractual arrangement the Home Office and Airwave entered into for the purpose of constructing and operating the Airwave service in the UK.

The Introduction of Airwave

Airwave successfully designed and built the world's largest secure mission critical digital radio network (dedicated for the exclusive use of the UK Mainland's emergency services and public safety organizations) for the UK Government. The project was funded through a PPP contractual arrangement and was delivered 6 months early and on budget.

What Has Been Achieved?

Skip forward to 2010 and the UK has a dedicated interoperable communications network for the public safety community. Covering 230,000 square miles (99% of mainland Britain) and with 3,800 base stations, the Airwave service now serves over 300 public safety organizations comprising approximately 250,000 public safety users and growing.

The introduction of Airwave means that - for the first time - UK organizations critical to the security and protection of the country are able to communicate with one another over a single integrated, interoperable communications network.

Budget Certainty - in the UK police forces pay predictable and largely fixed charges for a predetermined set of services and thus can anticipate the regular expenditure.

Risks Mitigation - The use of the PPP arrangement by the UK Government means that significant risks associated with the communications network has been transferred to the private sector. Technology failures, enhancements, refresh and upgrades, asset depreciation and assured service now rests with the private sector.

The Ability To Interoperate -The Airwave service allows communications between the Emergency Services (Police, Ambulance, Fire) and any approved public safety organizations. Police forces, Ambulance Trusts and Fire & Rescue Services can now communicate with the Immigration, Border Control, Customs, custom officers and emergency planners to name just a few key public safety organizations in both planned and unplanned incidents.

Improved Coverage - Airwave's nationwide guaranteed coverage is 99% of mainland Britain. This allows public safety users to communicate effectively even in the most remote, rural areas. Radio coverage had previously been patchy in non-urban areas, placing public safety users at risk and diminishing the service they could provide to the public.


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Improved Security - The Airwave service is built to high levels of security. Airwave operates an

encrypted network; neither criminals nor malicious eavesdroppers nor the media can listen in and thwart emergency operations.

Improved Resilience - The Airwave service has been engineered to provide clear communications when normal GSM, GPRS or fixed lines may overload and fail. It is this resilience that is core to the Airwave network. Resilience is built into the network at several levels, while routes and key components are duplicated. The Airwave service is not reliant on a single network management centre and has been designed to withstand even the most aggressive attack or natural disaster.


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3. Describe how your company would address the National Public Safety Telecommunications Council (NPSTC) Broadband Task Force Recommendations

In responding to this section we have summarized the NPSTC requirements, and described in Italics how IPWireless and its partners intend to meet these requirements. In responding to this, we note that many of the NPTSC recommendations require further definition and may be revised according to future policy decisions of the FCC and the Public Safety Community.

3.1 PLMN Identifier

The 3GPP standards require that each user equipment (UE) contain an International Mobile Subscriber Identifier (IMSI) which contains a Mobile Country Code (MCq and a Mobile Network Code (MNC) as well as a unique Mobile Station Identification Number (MSIN) for each UE.

The implementation of the MNC depends on whether the PSBL becomes the overall operator for regional public safety 700 MHz LTE networks or local/regional networks are operated individually

IPWireless solution:

If the PSBL becomes the overall operator, then a single PLMN would be used, and the Bay Area network would either:

• Share a single national Home Subscriber System (HSS), in which case we would implement the required interfaces from the Bay Area Evolved Packet Core network (EPC), or;

• Implement a regional portion of networked HSS system sharing a common PLMN. The details of the implementation will depend on agreements between agencies nationwide, which are pending policy decisions.

In either case, we would provision USIMs on UEs for the appropriate Home PLMN, lists of permitted and forbidden Visited PLMNS

The NPSTC Broadband Task Force had some concern about the number PLMN (network) 10's required if there are many local L TE networks. There are 6 Mobile Country Codes (MCC) assigned to the US, and each supports 1000 PLMN /D's, so there would need to be very large number of networks for this to be an issue. However, if a shortage of codes does eventuate, then we can support arrangements where either:

• Agreements are made for regional networks of such a size that the PLMN 10 is not exceeded; or

• Adjacent regions agree to share a PLMN 10 and a common HSS

In either case, we will implement the appropriate HSS elements and / or EPC interface

3.2 Phone Numbers

For PSTN-interconnect voice and SMS, a unique "phone number" is required for each UE, and is referred to as the Mobile Station International Subscriber Directory Number (MSISDN).

The MSISDN is managed in the HSS, where it is associated with each IMSI.


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The implementation of the M5150N is related to the H55 implementation described above in "PLMN Identifier, and therefore depends on the same policy decisions by the FCC and public safety community.

We do not foresee any major problems in implementing a phone numbering scheme associated with the PMMN 10 and H55 roaming approach that is adopted by the Public Safety community.

3.3 Frequency Spectrum

NPTSC has recommended that networks and devices deployed for public safety have the minimum capability to support band class 14 with band classes 12, 13 and 17 optional.


As described in our response to the RFI, al/ IPWireless 700 MHz UEs will cover the entire 700 MHz band, and therefore support band classes 12,13,14 and 17

3.4 Network Interfaces

NPSTC has defined that for roaming outside of a user's home network, public Internet access, best effort data, and VPN access to their home network should be able to be provided

This requires 3GPP defined Inter-Network interfaces to be supported.


As described in our RFI response, to support inter-system roaming the following interfaces will be supported (in addition to those listed for intra-system roaming)

1. 58 - Visited 5GW to Home PGW

2. 59 - Visited PCRF to Home PCRF for dynamic policy arbitration. The 59 is primarily used for Q05 functionality from the PCRF but its inclusion will allow easier migration to a Q05 enabled network.

a. Gx - PGW to PCRF interconnection required if 59 is implemented

3. 510 Interface - MME to MME support for intra-system (category 1) handover support

4. GTP Tunnel between home 5GW and visited 5GW

3.5 Mobility and Handover

NPSTC has recommended:

• Intra-system Handover of active sessions on geographically adjacent public safety 700 MHz LTE networks be supported, subject to pre-arranged roaming agreement(s).


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• Inter-RAT Handover of active sessions between home and visited networks is not required when a visited network is using another RAT such as 3GPP2 or another release of 3GPP (e.g. Release 7) is not required

• After handover from the 700 MHz public safety LTE network to a commercial carrier (inter-RAT), the user returning to their home network should be able to identify and re-attach to public safety LTE neighbor cells [i.e. in priority to remaining attached to the visited network)

• Public safety networks should be the primary networks for cell reselection.


The L Tf fPC architecture is able to support handover between adjacent L Tf networks, and provides standard interfaces to support this. Coverage at the boundary between adjacent networks needs (e.g. the degree of overlap) needs to be coordinated to ensure this is effective, and also to manage intercell interference at the boundaries. In addition, neighbor cell lists in adjacent networks should be coordinated to ensure effective handover.

IPWireless will implement the required interfaces to allow handover between adjacent networks, and assist the Bay Area in agreeing coverage overlap and neighbor lists with adjacent public safety networks.

3.6 Lawful Intercept (CALEA)

(CALEA) may be required on the public safety LTE network, depending on FCC and other policy decisions. IPWireless solution:

The MMf, PGW and SGW have the necessary interfaces and a Deep Packet Inspection (OPI) function in the PGW to support this functionality for monitoring and intercept of data traffic. IPWireless can implement these as required

For monitoring and intercept of voice traffic, this would be implemented on the IP Multimedia Subsystems (/MS), or equivalent VOIP "softswitch".

3.7 Authentication and Connectivity for Intra- and Inter-System Roaming

1. A common/single 3rd party clearing house should be utilized by public safety

IPWireless will implement the required standard interfaces and 3GPP authentication processes to support a single or common clearing house, including connections to redundant or diverse clearing houses as required.

1. All 700 MHz public safety LTE networks will minimally utilize 3GPP TS 23.401 defined attach and authorization schemes

IPWireless will implement the required 3GPP standard schemes

2. Provisions should be allowed to directly interconnect geographically close 700 MHz public safety LTE networks to each other.


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IPWireless will support the direct connection of public safety LTE networks, in conjunction with the

requirement to interface to a common clearing house, and redundant or diverse clearing houses as required.

3. Redundant, geographically separate 3rd party clearing house centers will need to be supported to

address disaster scenario's

IPWireless will support this to the extent that it is feasible with the context of other NPTSC requirements such as the common clearing house. It is expected that it will feasible to hold records on the local HSS for mutual aid roamers from adjacent jurisdictions.

3.8 Devices

1. Band class 14 should be supported for 5 and 10 MHz channel sizes in Frequency Division Duplex (FDD) mode as per 3GPP TS 36.101 v8.6.0

AIIIPWireless 700 MHz UE's support the entire 700 MHz band (commercial and public safety), i.e. band classes 12,13,14 and 17. Both 5MHz and 10MHz channel sizes are supported.

2. USIM should be unlocked to allow public safety users to switch out UICC cards between multiple devices

Both unlocked USIM's and unlocked UE's can be supported without difficultly. This is a configuration option

3. Every system shall be able to utilize any PSBL approved UEs while roaming on the national 700 MHz Public Safety network

The IPWireless network will fully support PSBL approved UE's roaming into the Bay Area network, and the national 700MHz public safety network.

Optional requirements and specifications:

1. IMS authentication and services via support of the ISIM as per 3GPP TS 31.103:

Characteristics of the IP Multimedia Services Identity Module (ISIM)

The 151M can be supported as an option

2. Multi-mode support of 3GPP ReI. 7 HSPA and/or 3GPP2 EVDO Rev. A

In addition to supporting 3GPP Rei. 8 L TE, IPWireless UE's support Rei. 7 TO-COMA, Rei 7 HSPA and EDGE as options.

3GPP EVOG Rev.A can be supported using a dual-chipset UE if required


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3. Multi-band support for 3GPP & 3GPP2 commercial 700, 850 and 1900 MHz bands

IPWireless multi-mode UE's supporting 3GPP Rei. 8 L TE, IPWireless UE's support Rei. 7 TO-COMA, Rei 7 HSPA and EDGE will have multiband capabilities including 700 MHz (L TE and Rei. 7 TO-COMA), 850 MHz (Rei 7 HSPA and EDGE) and 1900 MHz (Rei 7 HSPA and E~GE). 3GPP EVOO Rev.A can be supported using a dual-chipset UE if required

3.9 Standards Testing

1. Minimally, public safety 700 MHz LTE infrastructure and subscriber equipment will need to have been tested and certified by the aforementioned 3GPP test suites that the GCF is overseeing.

IPWireless infrastructure and UE's are deigned to be interoperable with other vendor's equipment that complies with the 3GPP standards, and will be tested and certified in accordance with 3GPP procedures

2. If GCF testing is not available within the timeframe of network deployment the vendors and public safety network operators should have the option to perform specific testing as determined by the PSBL and/or public safety network representative.

IPWireless will support reasonable specific interoperability testing by the PBSL or other public safety entities as required.

3.10 Applications and Quality of Service

1. Internet access and VPN access

The IPWireless L TE network will provide visitor UE routing to the home network or the Internet, together with VPN support, to the extent permitted by the Bay Area's network policy's and roaming arrangements

3. Status/Information "Homepage"

A homepage for roaming users is capable of being supported by the network.

4. Status/Information SMS Text messaging

IPWireless plans to implement SMS over IP, in accordance with 3GPP Rel8 and later releases

5. Location identification

In general, IPWireless intends to support location base services implemented over IP, as we do in NYCWin and other networks.

We will work with the Bay Area to support evolving requirements for location identification, using best efforts.


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6. LMR gateway interconnection

This would be able to be supported via the VOIP IMS / s ofts witch inter-working function.

7. Access by Responders Under ICS - allow access to all users responding in mutual aid to the

visited region who operating under a defined NIMS ICS structure.

We expect that the L TE network will to be able to NIMS ICS applications that use IP. Roamers into a network would be supported by L TE roaming procedures described in other sections of this response

S. Ambulance Roaming - Standardized access methodology should exist for ambulance roamers to

connect to regional hospitals in "roam through" transports and in "roam in" mutual aid circumstances.

This is expected to be supported inherently by the proposed LTE network roaming mechanisms. Application access would of course be dependent on agreements with hospitals established by the Bay Area.

3.10.1.1 Desired Applications

1. LAN bridging to broadband networks

The L TE standards do not directly support LAN bridging using VLANs, however equivalent functionality can be supported using routing protocols

3. One-to-many communications across all media

eMBMS for multicast is not currently supported by the L TE standards, but is being considered for Release 9. However multicast can still be supported over the ReI. S network using IP multicast, although each user in then multicast group uses separate air interface resource. This uses more network capacity, but should be sufficient in the early stages of the network while it is lightly loaded, pending ReI 9 eMBMS

In addition, IPWireless led the development of Integrated Mobile Broadcast (1MB) in 3GPP ReIS, which provide multi-cell broadcast to meet the needs of a variety of one-to-many applications in public safety.

3. Commercial Mobile Alert System (Public Warning System)

The LTE network would support this once standardized in 3GPP, or earlier through other IP based mechanisms where feasible

4. E-911 support for part 90 systems

To the extent that part 90 applies to public safety mobile broadband, and once the 3GPP standards are in place for voice on LTE networks, we expect that the network will be able to be support E-911 calls and associated location services, primarily using GPS.


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5. PSTN Voice

PSTN voice will be fully supported by the network once LTE VDIP support is standardized in 3GPP. In the interim, IPWireless can offer VDIP using an IP Softswitch implementation in conjunction with existing Rei. 8 QDS features to prioritize voice

6. Field-Based Server Applications

Access over IP to application and servers is an inherent capability of L TE mobile broadband networks, provided that the necessary core network routing and application level permissions are established.

3.11 QOS

The IPWireless L TE network fully supports 3GPP standardized QDS, implemented in the PCRF and PCEF in the PDN-GW.. IPWireless also implements optional additional QDS features to meet the specific needs of public safety networks, such as intra-UE QDS between different traffic types, and QDS on encrypted packets (in conjunction with selected VPN encryption vendors).

3.12 LTE Security

For network and subscriber security it is recommended that common 3GPP authentication and security is used for public safety network

The IPWireless L TE network fully implements authentication and security features as defined in 3GPP Rei 8, and will implement additional features in subsequent releases as required.


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4. Address how your company will assume technology risk involved with the following:

4.1 Future requirements for interoperabiJity with a national network

Interoperability with a future national public safety broadband is expected to be achieved through compliance with the NPSTC Broadband Task Force recommendations.

The ways in which we comply with these requirements are described in our response to section 3 above An LTE network operating under the Airwave PPP model is specifically designed to meet the needs of it's Public Safety customers, and therefore can be expected to meet all ofthe roaming and interoperability needs with a national network, or regional networks making up a national network, as determined by pending FCC policy decisions.

4.2 Future impact of the D-block on the 700MHz Public Safety Broadband Frequencies

As described in our response to the RFI, alllPWireless 700 MHz UEs will cover the entire 700 MHz band, and therefore support band classes 12,13,14 and 17, and both 5+5 MHz and 10+10 MHz operation.

The IPWireless ENodeB also covers the entire 700 MHz band, both public safety and commercial allocations.

Should Public Safety be granted access to the D block adjacent to the public safety block, the basestations can be reconfigured from the initial 5+5 MHz operation to 10+10 MHz in the combined public safety and D Block spectrum. This is a simple configuration change implemented centrally from the Element Management System. The UE's would read the broadcast system information and reconfigure to 10+10 MHz operation, in accordance with standard 3GPP procedures.

Operation in 10+10 MHz would double the capacity of the network, at no additional cost in the basestation or UE equipment. The core network and IP network would need to be scaled to support the higher capacity, but this need not be implemented until the network is heavily loaded.

4.3 Future requirements of any other governing body that imposes requirements on waiver or license holders

It is difficult to answer this question precisely in terms of future requirements that are not yet defined. However, a key advantage of the proposed PPP model is that Airwave as the network operator, and the network itself, is totally dedicated to meeting the requirements of the Bay Area public safety community. This provides you with the ultimate in flexibility to meet future or changing requirements, without being compromised by commercial mobile network constraints.


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5. Describe how your design will leverage existing public assets

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In the RF design within our RFI response we have shown the publicly owned radio sites that can be used in the LTE mobile broadband network. As requested in the RFI, we used publicly owned sites wherever these were available, and suitable for LTE.

The table below shows the percentage of existing public sites used in the RF design, by city/county and phase of network rollout:

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% Existing of Total
Phase 1 Phase 2 Phase 3 Phase 4
Sari Francisco 67% 67% 67% 67%
!Oakland 100% 93% 93% 93%
. Alameda Cnty 100% 91% 91%
San Jose 100% 83% 83% 83%
Santa Clara Cnty 100% 100% 100%
i San Mateo Cnty 80% 83% 83%
! Contra Costa Cn1y 75% 85% 65%
Marin Cnty 5% 5% 5%
Napa Cnty 80% 67%
Sonoma Cnty 92% 80%
·Solano Cnty 78% 64%
Santa Cruz. Cnty 100% 67%
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We proposed to utilize the existing city /county owned backhaul transmission that is already in place serving publicly owned sites, where available and with sufficiency capacity and performance. We note that additional backhaul transmission facilities will be required for redundancy and diversity to meet network availability and disaster resilience requirements, the existing city / county owned transmission links can form an important part of this high-reliability network.

The network is also able to interface to existing city /county IP networks where appropriate

Where feasible, we would also propose to use other city / county owned facilities to house core network and operational facilities

These are subject to discussion and negotiation at future times in your procurement process.


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6. Address the grant match requirement

A PPP structure can provide private capital for the project which may more than match the grant match requirement. For example, for a project cost of $100 million, a grant of $20 million can be complemented with capital from the private sector (including both equity and debt) of $80 million. Thus, while a PPP can accommodate public funding sources, it is not required.


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7. Address the grant National Environmental Protection Act (NEPA) and National Historical Preservation Act (NHPA) requirements

As an experienced network operator, Airwave has a long track record in deploying and operating wireless networks in a highly environmentally sensitive manner.

We would naturally intend to fully comply with NEPA, NHPA and other environmental protection requirements


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8. Address issues of system operation, management, sustainment and ownership.

A PPP is a contractual agreement between a public agency and a private sector entity. Both parties can share in delivering the services for the use of the general public, however the risks associated in project delivery and operations are allocated to the party best able to manage them. Generally speaking risks associated with project delivery and ongoing management are transferred to the private sector, including meeting services delivery standards, cost overruns during construction (and operations), ontime completion and underlying and future costs of service delivery (budget certainty). Risks retained by the public sector typically include environmental and political risks.

Through a PPP arrangement, the Bay Area Partners has the option to transfer the system operation, management, sustainment and ownership to the private sector. The Bay Area Partners will have the option to own the assets themselves or transfer that ownership to the private sector. Additionally, the Bay Area Partners can control any or all of the design, construction, maintenance and finance, however the more that is transferred to the private sector, the more innovative and cost-effective the structure will be. Technology failures, enhancements, refresh and upgrades, asset depreciation and assured service would typically rest with the private sector. This arrangement would be backed up with financial penalties for underperformance.

In effect, the Bay Area Partners has the ability to transfer the operational and technical risks to the private sector to achieve certainty.

In England, Airwave and the British Government successfully entered this type of PPP arrangement. On behalf of the British Government, Airwave built, owns and now operates an interoperable communications system that serves 250,000 public safety users across the U.K. The system was built ahead of schedule, and on budget and today allows first responders from all levels of government in all regions of the country to communicate. This arrangement ensures the British Government delivery of specified levels and standard of services.

The PPP between the British government and Airwave allowed the government to transfer the risk of financing, building and operating the system to a private entity. In addition, the agreement allowed the government to transfer security and technological risks to Airwave with iron clad performance guarantees.

Public safety operators have exceptionally high service delivery requirements. Consequences of service failure go beyond financial penalties, lives can be lost.

The Airwave process of operation is based on a robust Public Safety Operator structure, using industry best practice -ITIL v3.

ITIL v3 describes Service Management as a set of specialized organizational capabilities for providing value to customers in the form of services. This includes all of the processes, methods, functions, roles and activities that a Service Provider uses to enable them to deliver services to their customers.


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ITIL defines 5 key stages of the service lifecycle: Service Strategy, Service Design, Service Transition, Service Operation and Continual Service Improvement.

Airwave has adopted this lifecycle into the management of its organization, processes and systems in the UK and would incorporate the same approach to the SF Bay Area UASI project. Thus this proposal is based upon ITIL Service Operation principles and their execution by Airwave as experienced practitioners.

The Consortium will work with the SF Bay Area UASI to construct the most optimal ownership structure to meet public policy, tax and other considerations.


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9. Address how your company would work with the San Francisco Bay Area UASI Region to develop a mutually agreeable contract for the delivery of project milestones

The Consortium would be flexible to address and meet all the requirements of the SF Bay Area UASI region. PPP agreements can be structured in a wide variety of ways allowing varying degrees of control by the government. These agreements are also customized depending on the type of asset, the amount of flexibility allowed the private concessionaire, and the degree of risk transfer the government wants to engage in. Typically agreements allowing the private partner flexibility over design, construction, operations, maintenance and finance provide the greatest return to the public sector in terms of quality, speed of delivery, innovation, and cost savings. As a matter of public policy, however, governments will frequently need to retain control over certain elements of service and PPPs can be easily structured accordingly.

PPPs are contractual agreements formed between a public agency and a private sector entity that allow for greater private sector participation in the delivery and financing of infrastructure projects.

Airwave's unique skill set gained from many years bidding for the network in Great Britain up to 2000, and now 8 years experience operating it from 2001 to the present day would be fully developed to ensure a mutually agreeable contract for the delivery of project milestones. Some of these project milestones would include:

• Operational Sub-Systems (OSS)

• ITIL (Information Technology Information Library) and ISO 20000 compliance

• Management systems

• Setting and meeting service level agreements

• Managing customer relationships

• Network management centre operations

• System integration and test, including the operation of test and reference systems

• Managing supplier relationships

• Establishing dedicated technical teams for network operation

The consortium will work with the SF Bay Area UASI to ensure that:

• Public sector will benefit from timely and cost-effective project delivery, as well as budget certainty over the life cycle of the project

• If desired, public sector may retain asset ownership without upfront large capital outlay


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• Public sector can set minimum performance requirements and standards; concession agreement may be terminated at significant financial loss to the private partner if these are not met

• Public sector can benefit from operating expertise of the private sector

The Concession agreement is highly customizable by the public agency, including:

• System for private sector revenue: private sector revenues determined by concession length or availability payment

• Performance requirements / standards: project specifications, design and construction standards, operating, maintenance and safety standards

• Risks borne by private partner: technology refreshments / upgrades, unexpected site conditions / hazardous materials

• Enforcement penalties: penalties for underperformance (including provisions for early termination), hand back requirements

The contract can take the form of an availability payment, in which the government makes periodic payments to the private sector if concession agreement requirements and standards are met.

Project Delivery

Users

Equity

Debt

EqLuty Investors

Lenders


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10. Address the issues with priority access and preemption

As the proposed network under the Airwave PPP model will be build and operated solely to meet the needs of the Bay Area public safety agencies (and other city/county agencies and local utilities as you may determine), there is no issue with preemption of commercial users.

Assuming that the network provides service to both critical first-responders and other (non-critical) government users, the priority mechanisms described in the IPWireless response to the Bay Area RFI will enable you to have absolute control over the different levels of priority access (and inherently, preemption) available to each user

These mechanisms are described in our RFI response. Similar mechanisms have already been implemented by IPWireless, and are in use in the New York City "NYCWiN" network and other networks. A further issue when public safety is sharing a commercial mobile (carrier) network is the potential in a major incident or disaster is for call attempts and SMS traffic from members of the public to swamp the signaling channels of the network, preventing mission-critical users from even being able to access the network to get their priority service. An example of this occurred in the London subway bombings, impairing the ability of the London Ambulance service (using a public network) to dispatch its vehicles. This issue is totally avoided in a dedicated government network operated under the Airwave PPP model. Nevertheless, mechanisms are available in the 3GPP standards for the UE's of non critical users on the network (such as parking wardens) to be blocked from accessing the signaling channels, based on IMSI number ranges on the uSIM cards.


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11. Address disaster resiliency

As the network will be built and operated solely to meet the needs of the Bay Area public safety agencies (and other government agencies), it will not be compromised by existing commercial network architectures or priorities.

We propose to build the network to meet the disaster resilience requirements of the Bay Area public safety agencies. We envisage that this will be similar to the architecture employed by Airwave in their national public safety network in the UK, where resilience is built into the network at several levels, while routes and key components are duplicated. The Airwave service is not reliant on a single network management centre and has been designed to withstand even the most aggressive attack or natural disaster. A similar architecture is employed by the IPWireless network in New York, where each cell site has alternate and redundant routes to two totally independent network operations centers, where the core network elements are located.

The IPWireles LTE architecture is distributed, enabling disaster resilience to be achieved with flexibility and at minimal cost. The S-GW and MME elements are implemented on a distributed basis within each cell site. Single points offailure in the core network affecting more than one cell site, particularly at the S-GW and MME, are minimized. The PDN Gateway, peRF, HSS and other centralized functions would be duplicated across network operations centers two separate geographic locations to provide disaster resilience.

Redundant and diverse backhaullinks are often required in public safety networks to ensure high reliability and disaster resilience. The IP nature of the backhaul allows this to be implemented easily using standard commercial equipment. Typically, this is achieved with microwave links between adjacent sites providing an alternate path, and small routers at each site to automatically re-route the IP backhaul traffic. Such a topology can also provide load-sharing, reducing the capacity required on each backhaullink.

The overlapping nature of cell coverage in a 700 MHz LTE network provides a degree of inherent protection against the loss of individual cell sites, allowing users to be served by surrounding cells in many cases. To the extent required by the Bay Area, each cell site can be equipment with redundant base station equipment, and with both battery and generator backup, as per the RFI


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12. Address the issue of job creation

A successful PPP needs skilled staff. As the Consortium has limited presence in the SF Bay Area (except for IPWireless' San Francisco office), our proposal will create well-paid, highly-skilled new jobs by engaging with the local community. We anticipate that the majority of staff required for this project would be recruited locally. Airwave would likely provide a small number of people to transfer expertise from its existing public safety network design and operations teams, and use these people to train and transfer knowledge to locally recruited staff to replace them.

The creation of new jobs will cover a wide spectrum of roles and responsibilities across all skill levels. New jobs will range from field maintenance engineers and service desk agents through to incident management personnel and highly skilled solutions architects.

In addition, as this would be a new network specifically for the Bay Area public safety and public service agencies, its construction would be expected to create many flow-on employment opportunities for local contractors and companies.

One of the key benefits of the PPP model is the focus on collaboration between the public and the private sector. This Consortium recognizes the importance of the private sector in reaching development goals by creating income, providing jobs as well as contributing to the overall development of the SF Bay Area region.


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