HomeMy WebLinkAbout2019-12-17; City Council; Resolution 2019-267RESOLUTION NO. 2019-267
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE VARIOUS
LICENSE AGREEMENTS AND ORDER FORMS FOR THE DIGITAL INFORMATION
NETWORK FROM CROWN CASTLE FIBER, LLC IN AN AMOUNT NOT TO
EXCEED $3,600,000.
WHEREAS, the City Council of the City of Carlsbad has received a presentation on December 10,
2019 concerning the recommendation to build a robust digital information network for the city; and
WHEREAS, the City of Carlsbad has determined the most effective way to support a city digital
information network is through a master telecommunication license agreement; and
WHEREAS, the digital information network will replace a legacy network and will improve
overall reliability, performance and expansion; and
WHEREAS, Crown Castle Fiber, LLC is a sole source provider of a digital information network as
determined by the City of Carlsbad purchasing officer; and
WHEREAS, pursuant to Section 3.28.110 Exemptions, of the Carlsbad Municipal Code, the
purchasing officer may buy directly from a vendor when the goods, services and/or professional
services that can be reasonably obtained from only a single source.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the agreements and order forms with Crown Castle Fiber, LLC for a digital
information network are hereby approved and the City Manager or his designee is
authorized to execute all required documents on behalf of the city.
3. That the Master Telecommunications License Agreement (Attachment A) with Crown
Castle Fiber, LLC is a sole source agreement as further described by Attachment A that
was provided by Crown Castle Fiber, LLC.
4. That the Dark Fiber Supplement to the Master Telecommunications License Agreement
and Order Form (Attachment B) with Crown Castle Fiber, LLC is a sole source agreement
in the amount not to exceed $3,240,000 over a ten year period as further described by
Attachment B that was provided by Crown Castle Fiber, LLC.
Dec. 17, 2019 Item #21 Page 16 of 114
5. That the Internet Supplement to the Master Telecommunications License Agreement
and Order Form (Attachment C) with Crown Castle Fiber, LLC is a sole source agreement
in the amount not to exceed $360,000 over a five year period as further described by
Attachment C that was provided by Crown Castle Fiber, LLC.
6. That Funding for these agreements is provided in the Information Technology
Operations Fund and the Innovation Fund. The funding for following years maintenance
will be brought forth with future budget submittals for consideration and approval.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 17th day of December 2019, by the following vote, to wit:
AYES: Hall, Blackburn, Bhat-Patel, Schumacher.
NAYS: None.
ABSENT: None. /}f(Jjjf?
MATT HALL, Mayor
J/~1-/er:tctGt;,r,tz, Depu':J
1v BARBARA ENGLESON; City Clerk C/1-j
CMr;e
(SEAL)
Dec. 17, 2019 Item #21 Page 17 of 114
CC CROWN
CASTLE
MASTER TELECOMMUNICATIONS LICENSE AGREEMENT
LICENSEE: City of Carlsbad
Address: 1200 Carlsbad Villa2e Drive Carlsbad, CA 92008
State of Or2anization: California
This MASTER TELECOMMUNICATIONS LICENSE AGREEMENT is effective as of the last date of execution below
("Effective Date") by and between CROWN CASTLE FIBER LLC ("'Company"), and Licensee (as named above). This Master
Telecommunication License Agreement, the General Terms and Conditions below, and any and all Supplements (as defined herein) and exhibits
to this Master Telecommunications License Agreement are collectively referred to as the "Agreement". Company and Licensee are collectively
referred to as the "Parties'' or individually as a "£.m1y".
GENERAL TERMS AND CONDITIONS
1. PRODUCTS, ORDER FORMS, AND SUPPLEMENTS.
1.1 Products and Order Forms. This Agreement applies to each telecommunications facility, or product, provided or licensed by
Company to Licensee (each a ''Product"). Each Product will be specified in an order form executed by the Parties (each an "Order Form'').
Purchase orders issued by Licensee shall not be deemed to amend, modify or supplement this Agreement or any Order Form issued hereunder
and shall not be legally binding on Company unless otherwise agreed in writing by Company.
1.2 Supplements. From time to time, the Parties may execute one or more supplements to these General Terms and Conditions each
containing additional terms and conditions applicable to specific types of Products ( each a "Supplement"). Upon execution by the Parties, each
such Supplement shall be incorporated into and subject to the terms and conditions set forth in this Master Telecommunications License
Agreement.
1.3 Company Affiliates. Licensee acknowledges and agrees that at Company's option, Products may be provided or licensed by Company,
or by an Affiliate of Company, and that any charges or other amounts received by the Company under this Agreement, to the extent attributable to
Products provided or licensed by an Affiliate of the Company, shall be received by the Company in its capacity as an agent on behalf of such Affiliate.
Internet access will be provided by Company's affiliate, Crown Castle Fiber Enterprise LLC (f/k/a Sunesys Enterprise LLC). In addition, Order
Forms may be executed by an Affiliate of Company, and in such event, any and all references to ''Company" herein shall be deemed to be a
reference to the applicable Affiliate of Company that executed such Order Form. The term "Affiliate" as used hereunder shall mean, with
respect to either Party, any entity controlled by, in control of, or under common control with such Party.
2. TERM.
2.1 Agreement Term. The term of this Agreement commences on the Effective Date, and continues through the later of (i) five (5)
years from Effective Date, or (ii) latest expiration of active Order Forms, unless earlier terminated as provided herein.
2.2 Product Term. The term (each a "Product Term'') for each Product begins on the Acceptance Date (as defined below) applicable to
such Product, and remains in effect until the expiration of the initial Product Term specified in the applicable Order Form unless earlier
terminated as provided herein. Licensee may request an unlimited number of2 year renewal terms for a Product ("Optional Renewal"), subject
to the same terms and conditions, including, but not limited to the MRC of the then-current rates, provided that Licensee is not in breach ofany
of its material obligations under the Agreement or the Order Form. Licensee will provide a written request for each Optional Renewal delivered
to Company no later than thirty (30) days before the expiration date of the Initial Term or any subsequent Optional Renewal. Licensee will
only be allowed to renew if the expiring Product Order remains in effect through the end of the Initial Term or subsequent Optional Renewals
and no material breach exists at the time of renewal.
2.3 Acceptance Date. The ''Acceptance Date'' for each Product shall be the earliest of (a) the date on which Licensee delivers written
notice of acceptance, (b) the date on which Licensee begins to use the Product, other than for testing purposes, or ( c) the second (2nd) business
day following Company's delivery of notice of the installation of the Product (such notice, a "Connection Notice''). unless Licensee notifies
Company in writing within said two-day period of a Defect in the Product, specifying in detail the nature of such Defect. A "Defect'' exists if
the Product fails to perform materially in accordance with its technical specifications as set forth in the applicable Supplement
("Specifications"). Upon receipt of notice of a Defect, Company and Licensee shall work cooperatively to promptly remedy such Defect, and
Company shall deliver another Connection Notice, whereupon the process described in the first sentence of this Section shall apply again. If
the Acceptance Date is delayed as a result of any failure, act or omission of Licensee, Company will give Licensee written notice to cure such
failure within five (5) calendar days. If Licensee fails to cure within such period, the Acceptance Date will be deemed to be the end of such
five (5) calendar-day period.
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3. PAYMENT TERMS.
3.1 Charges. Company will invoice Licensee for any non-recurring charge (''NRC'') associated with the Product upon or after execution
of the applicable Order Form. The monthly-recurring charge ("MRC") associated with the Product shall begin to accrue on the Acceptance
Date of such Product. Company will invoice Licensee the MRC associated with the Product in advance, except Company will invoice Licensee
usage based charges (if any) associated with the Product in arrears. An MRC for a partial month will be pro-rated. Licensee shall be responsible
for payment of the MRC for the entire Product Term specified in the applicable Order Form.
3.2. Payments; Late Payments. Licensee shall pay each invoice within thirty (30) days of the date of the invoice (the "Due Date"),
without setoff or deduction. In the event Licensee fails to make any payment by the Due Date, Licensee shall pay a late charge on all past
due amounts at the rate of one and one-half percent ( 1.5%) per month, compounded monthly ( or, if lower, the maximum rate allowed by
law). Further, Company shall be entitled to recover from Licensee all collection costs, including attorney fees.
3.3 Disputed Payments. Licensee may in good faith dispute charges set forth in an invoice, provided Licensee notifies Company of
such dispute in writing no later than sixty ( 60) days after the date of the invoice. Failure of Licensee to so notify Company of any dispute shall
constitute a waiver by Licensee of any dispute. In the event Licensee so disputes any amount in good faith, Licensee must submit a documented
claim in writing for the disputed amount and pay the undisputed amounts in accordance with Section 3.2. Licensee shall submit all
documentation as may reasonably be required to support the claim. If the dispute is resolved in favor of Licensee and Licensee previously paid
the disputed amount to Company, Company will apply a credit to Licensee's account in the amount of the dispute in the next billing cycle. If
the dispute is resolved in Company's favor and Licensee has withheld the disputed amount, Licensee must pay the disputed amount (together
with the late payment charge pursuant to Section 3.2) within five (5) business days following notice of the resolution of the dispute.
4. TAXES AND FEES.
4.1 Taxes and Fees. All charges set forth in an Order Form(s) are exclusive of, and Licensee shall be responsible for and agrees to pay,
any and all applicable international, federal, state and local use, excise, sales, value added, consumption, gross receipts, access, franchise and
other taxes, fees, assessments, duties and surcharges (including, without limitation, any universal service fund surcharge) in connection with
the provision, sale or use of the Product or facility furnished to Licensee ( collectively referred to as "Taxes''). Licensee shall not be responsible
for, and Taxes will not include, taxes on Company's net income. If Licensee believes it is exempt from Taxes, Licensee shall provide Company
with a valid and duly executed exemption certificate and any other information with respect to such exemption as Company may require; such
certificate will be honored from the date that Company receives such certificate and additional information from Licensee. If any such
exemption is ruled invalid by the tax or governmental authority for any reason, Licensee shall reimburse Company for any Taxes, including
without limitation any penalties and interest, arising from or in connection with such invalid claim of exemption.
4.2 REIT Status. Licensee acknowledges that: (i) Company is directly or indirectly owned in whole or in part by an entity (''REIT
Owner'") that qualifies as a "real estate investment trust" ("'REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as
amended (the ·'Code"); and (ii) Company and REIT Owner are therefore subject to operating and other restrictions under the Code. The Parties
intend that this Agreement shall constitute a lease of the Products for purposes of Section 856 of the Code, and the Parties shall not take any
position on any tax return inconsistent therewith except as required by law.
5. COMPANY EQUIPMENT AND NETWORK; LICENSEE EQUIPMENT.
5.1 Company Equipment; Company Network. The telecommunications devices, apparatus and associated equipment owned, leased,
or otherwise obtained by Company to provide Products ("'Company Equipment") and Company's fiber optic cable network and associated
optical/electronic equipment used to deliver Products, whether owned, leased or otherwise obtained by Company (the "Company Network")
shall remain the sole and exclusive property of Company notwithstanding that it may be or become attached or affixed to real property, and
nothing contained herein or in any Order Form grants or conveys to Licensee any right, title or interest in any Company Equipment or the
Company Network. Licensee may not, and may not permit others to, alter, adjust, encumber, tamper, repair, rearrange, change, remove,
relocate, or damage any Company Equipment or the Company Network without the prior written consent of Company. Licensee may not cause
any liens to be placed on any Company Equipment or the Company Network, and will cause any such liens to be removed within ten ( I 0) days
of Licensee's knowledge thereof. Licensee shall be liable to Company for any loss or damage to the Company Equipment or Company Network
caused by Licensee or Licensee's employees, contractors, agents or end users. Nothing herein shall prevent Company from using the Company
Network and Company Equipment to provide products to other customers.
5.2 Extension of Network. To the extent an Order Form requires Company to complete construction, extend the Company Network
and/or obtain additional Underlying Rights, Licensee shall use commercially reasonable efforts to assist Company in obtaining such Underlying
Rights as necessary to provide the Product. Company may, without liability to either Party, terminate a Product prior to delivery, if Company
encounters unexpected construction costs, or unavailability of or excess costs for Underlying Rights, that make the construction economically
or legally unfeasible. Following the Acceptance Date of the Product, in the event that Company is unable to maintain any necessary Underlying
Rights without incurring additional costs, unless Licensee bears the costs of obtaining such Underlying Rights, Company may cancel the
applicable Order Form and shall incur no liability to Licensee hereunder. Without limiting the foregoing, Company shall not be deemed to be
in breach of this Agreement for its failure to meet any anticipated Product installation or delivery date if such failure is caused, in whole or in
part, by (i) a Force Majeure Event, (ii) failure to obtain, or delay in obtaining, any required Underlying Rights, (iii) construction delays, or (iv)
any other circumstances beyond the control of Company. •'Underlying Rights'' means any and all agreements, licenses, conduit use agreements,
pole attachment agreements, leases, easements, rights-of-way, franchises, permits, governmental and regulatory approvals and authorizations,
and other rights, consents, and approvals that are necessary to construct, install, maintain, operate, and repair the Company Network and/or for
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Company to provide a Product other than building access rights described in Section 7.1. Without limiting the foregoing, Underlying Rights
include agreements for Off-Net Products that are necessary for Company to provide a Product. "Off-Net Products" shall mean any products
provided by a third-party. "On-Net Products" shall mean Products that use transmission and related facilities owned and controlled by
Company.
5.3 Licensee Equipment. Licensee shall, at its own expense, procure any equipment necessary to implement or receive each Product
("Licensee Equipment"). Company will have no obligation to install, maintain, or repair Licensee Equipment. Promptly upon notice from
Company, Licensee shall eliminate any hazard, interference or Product obstruction that any such Licensee Equipment is causing or may cause
as reasonably determined by Company.
6. MAINTENANCE.
6.1 Scheduled Maintenance. Company will endeavor to conduct (or cause to be conducted) scheduled maintenance that is reasonably
expected to interrupt the Product between 12:00 midnight and 6:00 a.m. local time or, upon Licensee's reasonable request, at a time mutually
agreed to by Licensee and Company. Company will use commercially reasonable efforts to notify Licensee of scheduled maintenance that is
reasonably expected to interrupt the Product via telephone or e-mail, no less than five (5) days prior to commencement of such maintenance
activities. Licensee shall provide a list of Licensee contacts for maintenance and escalation purposes, which may be included on the Order
Forms, and Licensee shall provide updated lists to Company, as necessary.
6.2 Emergency Maintenance. Company may perform emergency maintenance in its reasonable discretion, with or without prior notice
to Licensee, to preserve the overall integrity of the Company Network. Company will notify Licensee as soon as reasonably practicable of any
such emergency maintenance activity that materially and adversely impacts a Product.
6.3 Product Issues. Licensee may notify Company's Network Operating Center ("NOC'') of Product problems by telephone 888-L T-
FIBER, or at the contacts listed in Company's Customer Support Information provided to Licensee, which may be updated by Company from
time to time. If Company dispatches a field technician to Licensee or an end-user location and the problem is caused by (i) the Licensee
Equipment or any end-user's equipment or (ii) any acts or omissions of Licensee or its end user, or of any of its or their invitees, licensees,
customers or contractors, Licensee will pay Company for any and all associated time and materials at Company's then-standard rates.
7. IMPLEMENTATION REQUIREMENTS.
7.1 Access to Premises. Unless otherwise provided for in the applicable Order Form, Licensee, at its own expense, shall secure
throughout the Product Term any easements, leases, licenses or other agreements necessary to allow Company to use pathways into and in each
building at which Licensee"s or its end-user's premises is located, to the Demarcation Point. Such access rights shall grant to Company the
reasonable right to access such premises to the extent reasonably requested by Company to install, maintain, repair, replace and remove any
and all equipment, cables or other devices Company deems necessary to provide the Product. Upon expiration or termination of the applicable
Product Term, Licensee shall grant Company reasonable access to its premises as necessary to enable Company to remove the Company
Equipment. Company, its employees, contractors and agents shall have reasonable access to any Company Equipment or facilities at a Licensee
or end user premises. Notwithstanding anything to the contrary herein, Company shall have no liability for any delay or failure in its
performance to the extent caused by any delay or failure of Licensee (including, but not limited to, the failure to provide Company prompt
access) and/or caused by any notice or access restrictions or requirements. ''Demarcation Point'" shall mean the network interface point where
Company hands off the Product to Licensee. The Demarcation Point delineates where responsibility for the Parties' respective networks.
equipment and/or maintenance obligations begin and end. Licensee is responsible, at its sole cost and expense, for connecting to the
Demarcation Point.
7.2 Space and Power. Licensee shall procure and make available to Company, at Licensee's locations and at end user locations where
a Product is provided or licensed, at Licensee's sole cost and expense, adequate space, AC power and HVAC for Company Equipment.
7.3 Property Owner Not Liable. Neither Licensee nor any of Licensee's end-users shall have any recourse against any property owner
or property manager of any premises to which any Product is delivered and/or at which Company Network or Equipment is located, as a result
of or in reliance upon this Agreement. Without limiting the foregoing, this provision shall not be construed to impose any liability on Company,
nor shall Company have any liability, for or on behalf of such property owner or property manager.
8. DEFAULT & REMEDIES
8.1 Default By Licensee; Suspension. In the event (i) Licensee fails to timely and fully make any payment required hereunder, and
such payment breach is not cured within five (5) days after written notice thereof, or (ii) Licensee breaches any other provision of this
Agreement and such breach is not cured within thirty (30) days after receipt of written notice thereof, then Company may, at its sole option,
either (a) terminate any and all Products, (b) suspend the affected Product to which the breach is related without further notice to Licensee,
and/or (c) pursue any other remedies available to Company at law, or in equity.
8.2 Default By Company. Licensee may terminate a Product in the event Company breaches this Agreement with respect to such
Product and such breach is not cured within thirty (30) days after Company's receipt of written notice thereof, provided that if a breach subject
to this Section 8.2 cannot be cured within thirty (30) days, but is capable of being cured within a reasonable time thereafter, then Licensee may
not terminate the Product if Company substantially commences to cure within said thirty (30) days and thereafter diligently and continuously
pursues such cure to completion.
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9. INSURANCE.
9.1 Insurance. Each Party shall procure and maintain the following insurance coverage:
• Commercial General and Umbrella Liability Insurance. Commercial general liability (CGL) and, if necessary, commercial umbrella
insurance with a limit of not less than $5,000,000 for each occurrence. CGL insurance shall cover liability arising from premises,
operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an
insured contract. Each Party shall name the other Party as an additional insured to provide coverage for the additional insured on a
primary and non-contributory basis. The coverage provided to the additional insured shall apply to the extent of the indemnification
obligation identified in paragraphs I 0.2.
• Workers Compensation Insurance. Workers compensation and employers liability insurance as required by the laws and regulations
applicable to the employees who are engaged in the performance of any activities hereunder or under an Order Form.
9.2 Type and Proof of Insurance. The insurance coverage required by this Section 9 shall be obtained on an occurrence basis from carriers
having a Best Rating Product rating of A-or better. Upon request, a Party will provide the other Party a certificate of insurance or other proof
of such insurance.
IO. LIMITATION OF LIABILITY; INDEMNIFICATION.
IO.I. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION
LOSS OF USE OF DAT A, OR LOST BUSINESS, REVENUE, PROFITS OR GOODWILL, ARISING IN CONNECTION WITH THIS
AGREEMENT OR ANY PRODUCT OR ANY ORDER FORM, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL LIABILITY TO LICENSEE IN CONNECTION WITH THIS AGREEMENT
FOR ANY AND ALL CAUSES OF ACTION AND CLAIMS, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT,
BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS, SHALL BE
LIMITED TO THE LESSER OF: (A) PROVEN DIRECT DAMAGES OR (B) THE MAXIMUM AMOUNT OF ANY APPLICABLE
INSURANCE POLICY, INCLUDING, BUT NOT LIMITED TO THE INSURANCE POLICIES IDENTIFIED IN SECTION 9.1, ABOVE.
IN NO EVENT SHALL COMPANY OR LICENSEE BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE ACTS OR OMISSIONS
OF THIRD PARTIES, INCLUDING UNDERLYING PRODUCT PROVIDERS, OR ANY THIRD-PARTY EQUIPMENT OR PRODUCTS
NOT PROVIDED OR LICENSED BY COMPANY.
10.2. Indemnification. Except to the extent of the other Party's negligence or willful misconduct, each Party shall indemnify, defend,
release, and hold harmless the other Party, its Affiliates, directors, members, officers, employees, managers, agents, representatives, and
contractors ( collectively, "lndemnitees") from and against any third-party action, claim, suit, judgment, damage, demand, loss, or penalty, and
any cost or expense associated therewith (including but not limited to reasonable attorneys' fees, expert fees and costs) (collectively, "Claims")
imposed upon such Indemnitee(s) by reason of damage to real or tangible personal property or for bodily injury, including death, as a result of
any willful misconduct or negligent act or omission on the part of the indemnifying Party in connection with the performance of this Agreement.
In addition to the foregoing, Licensee shall indemnify, defend, release, and hold harmless Company and its Indemnitees from and against any
third-party Claims brought against such Company and its Indemnitees arising from or in connection with Licensee's (or its end users') unlawful
use of a Product.
10.3. Indemnification Process. If a Party ("Indemnifying Party'") is required to indemnify the other Party ("'Indemnified Party'') pursuant
to Section I 0.2, the Indemnified Party shall promptly notify the Indemnifying Party. The Indemnifying Party will be permitted to assume
primary control of the defense of the action with counsel of the Indemnifying Party's choice. The Indemnified Party will cooperate in the
defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense
of the action with its own counsel, at its own expense. The Indemnifying Party will assume the cost of the defense on behalf of the Indemnified
Party and its Affiliates (other than the expense oflndemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all
expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates in connection therewith,
provided that without the Indemnified Party's written consent, the Indemnifying Party shall not enter into or acquiesce to any settlement
containing any admission of or stipulation to any guilt, fault, or wrongdoing on the part of the Indemnified Party, which would otherwise
adversely affect the Indemnified Party, or which results in less than a full release of all claims.
11. REPRESENTATIONS AND WARRANTIES.
II.I EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS AND
WARRANTIES UNDER THIS AGREEMENT, EITHER EXPRESS, IMPLIED OR STATUTORY, AND COMPANY HEREBY
EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, (i) NON-
INFRINGEMENT, (ii) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND (iii)
PERFORMANCE OR INTEROPERABILITY OF THE PRODUCT WITH ANY LICENSEE OR END-USER EQUIPMENT. NO
WARRANTY IS MADE OR PASSED ON WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED BY OR FURNISHED BY
ANY THIRD PARTY.
11.2 Each Party represents and warrants to the other that (a) it has the full right and authority to enter into, execute, deliver and perform
its obligations under this Agreement, (b) it will comply with all applicable federal, state and local laws, statutes, rules and regulations in
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connection with the provision and use of the Products, and ( c) this Agreement constitutes a legal, valid and binding obligation of such Party
enforceable against such Party in accordance with its terms.
12. CONFIDENTIALITY; SERVICE MARKS; PUBLICITY.
12.1 Confidentiality. Neither Party, without the other Party's prior written consent, shall disclose to any third party, including but not
limited to its customers or prospective customers, any information supplied to it relating to the disclosing Party, its Affiliates, and/or its
customers by the other Party which has been designated as confidential, proprietary or private or which, from the circumstances, in good faith
should be treated as confidential ("Proprietary Information'"). Proprietary Information shall not include any of the following: (i) information
that has been, or is subsequently, made public by the disclosing Party; (ii) information that is independently developed by the receiving Party;
and (iii) information that has been previously known by or disclosed to the receiving Party by a third party not bound by confidentiality
restrictions. Pricing information exchanged in connection with this Agreement, or included in any Order Form hereunder, and the terms and
conditions of this Agreement, are hereby designated as confidential without further obligation on the part of either Party to mark or designate
it as such. Neither Party shall permit any of its employees, Affiliates nor representatives to disclose Proprietary Information to any third person,
and it shall disclose Proprietary Information only to those of its employees, Affiliates, and representatives who have a need for it in connection
with the use or provision of Products required to fulfill this Agreement. If a receiving Party is required by any governmental authority or by
applicable law to disclose any Proprietary Information, then to the extent permitted by applicable law, such receiving Party shall provide the
disclosing Party with written notice of such requirement as soon as possible and prior to such disclosure. Upon receipt of written notice of the
requirement to disclose Proprietary Information, the disclosing Party, at its expense, may then either seek appropriate protective relief in
advance of such requirement to prevent all or part of such disclosure or shall waive the receiving Party's compliance with the requirements of
the foregoing sentence with respect to all or part of such Proprietary Information.
12.2 Service Marks, Trademarks and Publicity. Neither Party shall: (a) use the name, service mark, trademark, trade name, logo, or
trade dress of the other Party; or (b) refer to the other Party in connection with any advertising, promotion, press release or publication, unless
it obtains the other Party's prior written approval.
13. ASSIGNMENT. Neither Party will assign or transfer this Agreement or any license or Order Form hereunder without the other
Party's prior written consent, such consent not to be unreasonably withheld. Any assignment made in violation of this requirement shall be
void and invalid. Notwithstanding the foregoing, either Party may assign this Agreement without the other Party's consent to a person or entity
(i) that controls, is controlled by or is under common control with the assigning Party, (ii) which purchases all or substantially all of its assets
or equity, or (iii) resulting from any merger, consolidation or other reorganization involving such Party. Moreover, and notwithstanding
anything to the contrary herein, Company may freely delegate its obligations hereunder, and assign or pledge its rights hereunder to one or
more lenders for financing purposes.
14. FORCE MAJEURE. Neither Party shall be liable, nor shall any credit or other remedy be extended, for any delay or failure to
fulfill any obligation under this Agreement or any Order Forms due to any cause beyond a Party's reasonable control, including, but not limited
to: acts of God, flood, extreme weather, fire, natural calamity, terrorism, any moratorium, law, order, regulation, action or inaction of any
governmental entity or civil or military authority, power or utility failures, fiber or cable cuts caused by third parties, unavailability of rights-
of-way, national emergencies, insurrection, riots, wars, strikes, lock-outs, work stoppages or other labor difficulties, pole hits, or material
shortages (each a '"Force Majeure Event'").
15. NOTICES. Any request to terminate this Agreement, or any claim for breach thereof, shall be in writing and transmitted either via
(i) overnight courier or hand delivery, or (ii) certified or registered mail, postage prepaid and return receipt requested, to the other Party at the
following address. Notices shall be deemed delivered upon receipt.
Address for Licensee Notices:
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92008
Att'n: Maria Callander
Address for Company Notices:
Crown Castle Fiber
55 Broad Street
New York, NY 10004
Att'n: Deputy General Counsel -Fiber
A Party may change the address for notices by notice to the other Party provided pursuant to this Section 15. All other notices, requests, or
communications may be transmitted by email as specified in the relevant invoice or Order Form, at http://fiber.crowncastle.com/support, or as
otherwise directed by Company.
16. MISCELLANEOUS
16.1 Governing Law. This Agreement shall be governed by the laws of the State of California without regard to its choice of law
principles.
16.2 No Third-Party Beneficiaries. The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit
of and enforceable by the Parties or their respective successors or permitted assigns. It is the explicit intention of the Parties hereto that no
person or entity other than the Parties (and, with respect to the provisions of Section JO, the Indemnitees) is or shall be entitled to any legal
rights under this Agreement.
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16.3 Relationship of the Parties. The relationship between the Parties hereunder is not that of partners or agents for one another and
nothing contained in this Agreement shall be deemed to constitute or create a partnership, joint venture or similar relationship. Nothing in this
Agreement shall be construed to authorize either Party to represent the other Party for any purpose whatsoever without the prior written consent
of such other Party.
16.4 Order of Precedence. If any conflict or contradiction exists between these general terms and conditions and a Supplement, the terms
of a Supplement will control. If any conflict or contradiction exists between a Supplement and the terms of an Order Form, the terms of the
Order Form will control. If any conflict or contradiction exists between these general terms and conditions and the terms of an Order Form,
the terms of the Order Form will control.
16.5 Non-Exclusivity. This Agreement is non-exclusive. Both Parties may enter into similar arrangements with others, and Company
may, as part of its normal business undertakings, actively market its products to any person or entity anywhere in the world, including but not
limited to in competition with Licensee and/or Licensee's end users.
16.6 Non-Waiver. The waiver by any Party hereto of a breach or a default under any of the provisions of this Agreement, any Supplement
or any Order Form, or the failure of any Party, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any
right or privilege hereunder shall not thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver
of any such provision, right or privilege hereunder.
16.7 Survival. The terms and provisions contained in this Agreement that by their nature and context are intended to survive the
performance thereof by the Parties hereto shall so survive the completion of performance and termination or early termination of this
Agreement, including, without limitation, provisions for indemnification, confidentiality, and the making of payments due hereunder.
16.8 Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of
the provisions hereof.
16.9 Severability; Void or Illegal Provisions. If any part of this Agreement, Supplement or an Order Form shall be determined to be
invalid or unenforceable by a court of competent jurisdiction, said part shall be ineffective to the extent of such invalidity or unenforceability
only, without in any way affecting the remaining parts of this Agreement or such Order Form. The remainder of this Agreement will continue
in full force and effect insofar as it remains a workable instrument to accomplish the intent and purposes of the Parties. The Parties will replace
the severed provision with a provision that reflects the initial intention of the Parties.
16.10 Entire Agreement; Amendment. This Agreement, including all Supplements, Order Forms, exhibits and addenda attached hereto
is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations,
understandings and agreements, whether oral or written, with respect to such subject matter. This Agreement may be amended only by a
written instrument executed by the Parties.
16.11 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and
the same instrument. The Parties agree that fully-executed electronic copies or facsimile copies of this Agreement and corresponding Order
Forms are legally binding and shall act as originals for the purpose thereof.
16.12 Disconnection Notice Requirement. Licensee shall submit all requests for disconnection of Products in writing to Company. Such
disconnection effective date will be the later of (i) thirty (30) days from Company's receipt of such disconnection request, or (ii) the date
requested by Licensee in the disconnection request. Each disconnection request must specify the Licensee name and address, email address
and telephone number of the person authorizing the disconnect, the circuit ID for the Product to which the disconnect request applies, the
product type, and requested disconnection date. Upon termination of a Product, Company shall have the right (but not the obligation) to act on
behalf of and as agent for Licensee to terminate all cross-connects relating to such Product, including cross-connects ordered by Licensee.
Upon request Licensee shall confirm to the applicable supplier of the cross-connect(s) that Company is authorized to terminate such cross-
connects on Licensee's behalf. Disconnections shall not affect Licensee's obligation to make payments as agreed in each Order Form.
16.13 Additional Agreement Between the Parties. The Parties, directly or through their affiliates, are also parties to a certain agreement
titled, Master License for Wireless Facilities on Poles in the Right-of-Way, effective as of October 27, 2017. Nothing in this Agreement is
intended t or shall modify, amend and/or in any way supersede the terms of the Master License for Wireless Facilities on Poles in the Right-
of-Wa)'. o the extent any ambiguity may exist between the terms of this Agreement and the Master License for Wireless Facilities on Poles
in the ight-f-Way, now or anytime in the future, the terms of the Master License for Wireless Facilities on Poles in the Right-of-Way shall
contr I.
ave executed this Agreement as of the last date of execution below.
CROWN ~ASTLE FI~ .
By:.~--~L
Print Name: k/SCt 0½:5 /LP~._..
Master Telecommunications License Agreement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL
6 Dec. 17, 2019 Item #21 Page 23 of 114
Title: ~-r-,( ~~
Date: ~B1>~J'9
APPROVED AS TO FORM
Celia~ Br•rcr::.ttumey
By: / LJ~~
Asst/Deputy City Attorney
City of Carlsbad, CA
Master Telecommunications License Agreement Rev. 12/31/2018
Title: lk/-1lt; 6r-.v·/zl/ Cu A e /-/1-;«
Date: /0--/ () -C7 fJ /?/
j
CROWN CASTLE PROPRIETARY AND CONFIDENTIAL
7 Dec. 17, 2019 Item #21 Page 24 of 114
r'r'CROWN
V'-'CASTLE
DARK FIBER SUPPLEMENT
TOTHE
MASTER TELECOMMUNICATIONS LICENSE AGREEMENT
LICENSEE: CITY OF CARLSBAD
This Dark Fiber Supplement ("Supplement") is effective as of the last date of execution below ("Supplement Effective Date'') by
and between CROWN CASTLE FIBER LLC ("Company") and Licensee, and is hereby incorporated into and made a part of
the Master Telecommunications License Agreement or Master Service Agreement between the Parties (the "Agreement").
Unless otherwise defined herein, capitalized terms in this Supplement shall have the meanings given in the Agreement. Section
and subsection headings contained in this Supplement are inserted for convenience ofreference only, shall not be deemed to be a
part of this Supplement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of
the provisions hereof.
1. SCOPE OF SUPPLEMENT
This Supplement applies to dark fiber licensed to Licensee under an Order Form that specifies dark fiber. This Supplement shall
not apply to other products, including Ethernet, wavelength, Internet, or colocation.
2. ADDITIONAL TERMS
The following additional terms and conditions shall apply to the provision of licensed dark fiber.
"Cable'' means fiber optic cable with fiber optic filaments contained in any suitable jacketing or sheath that is already in place, or
is yet to be installed, and to which Company has or will have access by ownership, lease, right to use, or otherwise.
"Dark Fiber'" or "Fibers'" means one or more specified strands of dedicated optical fiber within a Cable without optronics or
electricity, subject to the terms of the Agreement.
''Licensee Fibers'' or "Product'" means the Fibers that are licensed to Licensee under an Order Form.
"Location'" is an address wherein Company will hand off Licensee Fibers to Licensee.
''Product Credit'' means a credit that Licensee may be eligible to receive pursuant to Section 7 below.
"Product Outage'" means a loss of continuity or other material degradation of the Licensee Fibers such that Licensee is unable to
utilize the Licensee Fibers for transmission of optical signals ..
"Route'" means the geographic path along which the Cable and Licensee Fibers are located.
''Route Segment" means a portion of the Route between any two Locations.
3. SPECIFICATIONS
3.1 Specifications. The Specifications applicable to the Licensee Fibers are set forth m the attached Exhibit A,
incorporated herein by reference.
4. USE OF AND ACCESS TO LICENSEE FIBERS; RELOCATION
4.1 License. Subject to the terms and conditions set forth in the Agreement and this Supplement, Company and Licensees
may from time to time execute one or more Order Forms pursuant to which Company grants to Licensee a license to use
Licensee Fibers designated on the Order Form. Each Order Form will specify the number, identity, type, and route of the
Licensee Fibers, and the permitted Locations where Licensee may access the Licensee Fibers. Company may not be the owner of
the Licensee Fibers but may instead lease, license, or acquire a right to use such Licensee Fibers from a third party together with
the right to sub-lease Licensee Fibers to Company's Licensees.
4.2 Limitations on Rights and Obligations. In addition to, and not in limitation of, any limitations set forth in the
Agreement, the Parties agree that:
4.2.1 Use by Licensee. Licensee shall have no right or interest in the Licensee Fibers other than a license to use
the Licensee Fibers. A license of Licensee Fibers does not convey any ownership interest in the Licensee Fibers or the
Dark Fiber Supplement Rev. 12/31/2018 CROWN CASTLE PROPRJET ARY AND CONFIDENTIAL
Dec. 17, 2019 Item #21 Page 25 of 114
Cable. Licensee is solely responsible for all optical and other equipment required to enable Licensee to utilize the
Licensee Fibers for optical communications.
4.2.2 Use by Company. Nothing herein shall be construed as limiting or restricting Company or its Affiliates in
any manner from using its or their own Cables, fibers, or any other facilities, easements and/or rights of way for the
installation of additional fiber optic cables, for use as telecommunications facilities, or for any other purpose.
4.2.3 Subordination. Licensee understands and agrees that Company's ability to grant Licensee the license to use
the Licensee Fibers pursuant to this Agreement, and to attach, install, construct, operate, and maintain the Company
Network and the Licensee Fibers, is at all times subject and subordinate to, and limited by, the Underlying Rights,
applicable laws, rules, ordinances, codes, and regulations. By virtue of the Agreement, Licensee shall only have a
license to use the Licensee Fibers or related facilities, expressly granted herein, and in no event shall such license be
construed to be greater than the Underlying Rights to use such Licensee Fibers. Company shall not be liable for any
acts or omissions by Company, its employees or affiliates that interfere with or otherwise affect Licensee's use of the
Licensee Fibers to the extent such acts or omissions are required by the Underlying Rights, including, without
limitation acts or omissions that deny the use of, alter or remove the Cable.
4.2.4 Sublicensing. Licensee shall not assign, sell, transfer, lease, sublease, license, sub-license, or otherwise grant
a right to use the Licensee Fibers to any third party without the prior written consent of Company.
4.2.5. Access to Licensee Fibers. Licensee may access the Licensee fibers only at the Demarcation Points
specified in the applicable Order Form. Licensee may not access or take any action that impacts the Licensee Fibers or
the Cable at any other locations.
4.3 Relocation.
4.3.1 Relocation Required By Company. In the event that Company is required by any underlying service company,
public authorities, or lawful order or decree of a regulatory agency or court or any other reason beyond Company's reasonable
control, to relocate or modify any or all Cable on the Route upon which the Licensee Fibers are located, Company's costs for any
such work shall be shared on a pro rata basis with Licensee. Company shall not be responsible for the costs of, nor shall it be
liable for, the removal, relocation or replacement of any Licensee Equipment or other Licensee property on the Licensee's side of
the Demarcation Point. If the relocation or replacement of the Cable is requested or caused by a third party, Company shall
attempt to obtain reimbursement of Company's costs from said third party. Notice to Licensee will be provided as soon as
reasonably practicable. Neither Company nor any of its affiliates or agents shall incur liability for any Product Outage,
disruption, degradation, interference, or interruption of any Product in connection with any such removal or relocation. Company
and Licensee shall cooperate in performing such relocation or modifications so as to minimize any interference with the use of
the Licensee Fibers and the Cable and to avoid conflicting physically or otherwise interfering with joint users of the Cable or any
other property impacted by the installation, construction, maintenance or use of the Cable, to the extent reasonably possible. Any
such relocation shall be accomplished consistently with the Specifications.
4.3.2 Relocation Requested By Licensee. Licensee may request relocation of the Licensee Fibers. Any such relocation
shall be subject to Company's approval (which shall be in Company's sole discretion), the execution of an Order Form, and
Licensee's payment to Company of such additional charges as Company may require. No relocation or replacement of the Cable
or related facilities shall be performed without the prior written agreement of Company, which shall be in Company's sole
discretion.
5. TERMINATION AND CONDEMNATION
5.1 Termination of Route Segment. In addition to, and not in limitation of, any rights set forth in the Agreement, any
Route Segment may be terminated by Company without liability (unless due to a default by Company under any applicable
Underlying Rights agreement), upon reasonable notice to Licensee, to the extent Company is no longer authorized under the
Underlying Rights to install, construct, maintain, operate, or convey the license to use the Cable or other property as
contemplated by the Agreement. If a Route Segment is terminated pursuant to this Section, Company shall make reasonable
efforts to find alternate capacity or facilities owned or controlled by Company to meet Licensee's needs. If a Route Segment is
terminated through no fault and/or action by Company, Company shall not be obligated to contract for or to construct new
facilities, or otherwise incur any additional cost or expenses, to replace the Cable or Licensee Fibers on the Route Segments
terminated under this Section 5. I.
5.2 Condemnation Proceedings/Termination Rights. If at any time during the Product Term, all or any significant
portion of the Cable is taken for any public or quasi-public purpose by any lawful power or authority by the exercise of the right
of condemnation or eminent domain and, after exercise of the Parties' commercially prudent efforts, the Cable cannot be
relocated pursuant to Section 4.3 herein, either Party may elect to terminate the impacted Licensee Fibers upon giving the other
2
Dark Fiber Supplement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL
Dec. 17, 2019 Item #21 Page 26 of 114
thirty (30) days prior written notice. If Licensee Fibers are tenninated in accordance with this Section, the applicable license
shall be deemed canceled and neither Party shall have any further obligations to the other, except that both Parties shall be
entitled to participate in any condemnation proceedings to seek to obtain compensation via separate awards for the economic
value of their respective interest in the Cable.
6. FEES
Licensee shall pay the fees set forth in Order Forms executed hereunder. On January I of each year, the MRCs shall be escalated
by the greater of (i) increase in the Consumer Price Index -All Urban Consumers (CPI-U) issued in December of the previous
year (any such adjustment will reflect any increase, but not any decrease, in the Consumer Price Index for the previous 12
months) or (ii) three percent (3%). In addition, in the event that amounts charged to Company under any Underlying Rights are
increased or Company's costs or expenses are increased due to any Underlying Rights, Company shall have the right to charge
Licensee for its pro rata share of such increases, which shall be added to the MRCs to be paid by Licensee for the applicable
Product Term.
7. SERVICE LEVEL AGREEMENT
7.1 MTTR Objectives.
7.1.1 Mean Time to Respond. "Mean Time to Respond" is the average time required for Company to begin
troubleshooting a reported failure. The Mean Time to Respond objective is two (2) hours from Company's receipt of
notice of such failure.
7.1.2 Mean Time to Repair. "Mean Time to Repair'' is the average time required to restore the Licensee Fibers to
an operational condition as defined herein. The Mean Time to Repair objective is eight (8) hours from Company's
receipt of notice of such failure.
7.2 Product Outage. Subject to this Section 7, in the event ofan Product Outage, Licensee may be entitled to an Product
Credit as provided in Section 7.3 below. An Product Outage shall be deemed to begin upon the earlier of Company's actual
knowledge of the Product Outage or Company's receipt of notice from Licensee of the Product Outage, and end when the
Licensee Fibers are operational and in material conformance with the applicable Specifications. Notwithstanding anything to the
contrary in this Supplement, in the Agreement or in any Order Form, in no event shall any single instance of a Product Outage or
failure to meet any objectives or parameters under this Supplement be deemed to be or constitute a breach by Company of this
Supplement, the Agreement or any Order Form.
7.3 Service Level Objective. If Company fails to repair an Product Outage within eight (8) hours of notice from Licensee
of such Product Outage ("Repair Window"), Licensee may be entitled to an Product Outage Credit as follows:
Measurement Timeframe Product Credit for Affected Product
Per Incident I/30th of the MRC of the affected Product for
each consecutive twelve ( 12) hour period ( or fraction thereof) after
the Repair Window up to a maximum of 50% of the MRC
7.4 Product Credits. The number of minutes of separate and discrete Product Outages will not be cumulated to determine
the applicable Product Credit. Product Credits hereunder may not be applied to usage charges, government fees, taxes, or
surcharges, or any third party charges passed through to Licensee by Company. Product Credits issued to Licensee hereunder
and Licensee's termination right set forth in Section 7.6 below shall be Licensee's sole and exclusive remedy at law or in equity
on account of any Product Outage. Product Credits will not be issued to Licensee if Licensee's account with Company is in
arrears. Notwithstanding anything to the contrary herein, the above-stated Product Credits shall not apply to Off-Net Products,
and in the event of an Product Outage or other failure of any Off-Net Product provided by Company to Licensee, Company
agrees to pass through a credit equal to the credit received by Company from its underlying Company(s) for such Product
Outage, in lieu of the above-stated Product Credits. In no event shall Company's total liability for all Product Outages and/or
failure to meet any objectives or parameters set forth in this Supplement in any month exceed a credit equal to fifty percent (50%)
of the MRC for the affected Product for such month.
7.5 Product Credit Request. Licensee must submit a written request to claim an Product Outage Credit no later than
thirty (30) days following the event that gives rise to Licensee's right to request the Product Credit. Failure to request a credit
within such period shall constitute a waiver of any claim for an Product Outage Credit.
3
Dark Fiber Supplement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL
Dec. 17, 2019 Item #21 Page 27 of 114
7.6 Chronic Outage. Subject to the exclusions set forth in Section 7.7 below, in the event the Product experiences: (i) a
single Dark Fiber Product Outage to the same Product in excess of five (5) consecutive days in any calendar month, (ii) three (3)
or more periods of Dark Fiber Product Outage to the same Product of twelve ( 12) consecutive hours or longer over the course of
a rolling six (6) month period, or (iii) twelve (12) separate periods of Dark Fiber Product Outage to the same Product of one
hundred twenty (120) consecutive minutes within a calendar year (each of (i), (ii) and (iii) are referred to herein as a "Chronic
Outage''), Licensee, in lieu of any and all applicable Product Credits, may terminate the affected Product without penalty
provided that written notice of termination is provided to Company within fifteen days of the event giving rise to the termination
right under this Section.
7.7 Events Excepted From Product Credit. Notwithstanding the foregoing, Licensee shall not receive any Product Credit
for any Product Outage, failure to meet any objectives or parameters hereunder, or delay in performing repairs, arising from or
caused, in whole or in part, by any of the following events:
LIC
CIT
a. Licensee's (including its agents, contractors and vendors) acts or omissions;
b. Failure on the part of Licensee Equipment, Licensee provided optical fiber, End User equipment or
Licensee's vendor's equipment;
c. Failure of electrical power not provided by Company;
d. Election by Licensee, after requested by Company, not to release the Licensee Fibers for testing and repair;
e. Company's inability to obtain access required to remedy a defect in a Product, including lack of access due to
utility safety restrictions;
f. Scheduled maintenance periods;
g. Scheduled upgrade of Product at the request of Licensee;
h. Force Majeure Event; or
1. Disconnection or suspension of the Product by Company pursuant to a right provided under this Agreement.
· shave executed this Supplement as of the last date of execution below.
COMPANY:
CROWN CASTLE FIBER LLC
Title: -~--~~~VlA--"''""'•~UA&/:..........,_.,Z~---
Date: l9Jtr-t, \~ Date: -~/_r:_9_-~/_P_--_d_o_;_9__,_ ___ _
4
Dark Fiber Supplement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL
Dec. 17, 2019 Item #21 Page 28 of 114
r'r'CROWN
V~CASTLE
Exhibit A
Fiber Specifications
1. Type and Constitution. Single-mode Fibers are made of high grade doped silica core surrounded by a silica
cladding; and coated with a dual layer, UV-cured acrylic-based coating.
Single Mode
Properties Units Single Mode Enhanced MetroCor NZDSF
Glass Geomet!'.Y
Mode Field Diameter at 1310 nm (µm) 9.2 ± 0.4 9.2 ± 0.4 N/A N/A
Mode Field Diameter at 1550 nm (µm) 10.4 ± 0.8 10.4 ± 0.8 8.1 ± 0.5 9.2 ± 0.8
Fiber Attenuation (Loose Tube/Ribbon}
Maximum value at 1310 nm (dB/km) 0.35/0.40 0.35/0.40 0.5 N/A
Maximum value at 1550 nm {dB/km) 0.25/0.30 0.25/0.30 0.25/0.30 0.25/0.30
2. Fiber Optic Specification
(a) Bi-directional splice value ("Splice Value") :S 0.20 dB at 1550 nm. In exceptional cases, a Splice Value
may be accepted if its value is higher than 0.20 dB at 1550 nm. An exception case is, for instance, when
three (3) re-trials of a splice cannot improve the Splice Value. The Splice Value will be given by the
equation:
(Splice attenuation from A to B) + (Splice attenuation from B to A)
2
(b) Splice attenuation average ("Splice Attenuation Average") :S 0.15 dB at 1550 nm. The Splice Attenuation
Average is given by:
~ Splice Values
Number of splices in the Route Segment
(c) It is recognized by the Parties that due to the use of ribbon fiber optic cable on some of the segments, the
Splice Value of individual splices may exceed 0.20 dB. However, the Splice Attenuation Average for any
Route Segment as designated in (b) above shall supersede all other splicing requirements in cases where
Splice Values that 0.20 dB exist.
3. Connectors
(a) Maximum Unitary ODF/S Connector ( I connector+ 1 adapter+ I connector)
(b) Maximum Connector/pigtail loss. The attenuation contribution of each pigtail with associated connector is
considered to be 1.0 dB, comprised of0.8 dB connector loss and 0.20 dB splice loss (pigtail to cable splice).
Dark Fiber Supplement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL
Dec. 17, 2019 Item #21 Page 29 of 114
4. Fiber Optic Test Results
(a) Bi-directional OTDR
(i) span traces will be captured at 1310nm and 1550nm. Traces will be provided in native format and/
or PDF.
(b) Bi-Directional Power Meter.
(i) Bi-Directional power meter results will be furnished with light source data at 1550nm. Data will be
supplied in a excel format with all locations clearly identified including demarcation details.
(c) Optical Return Loss/ Reflectance
(i) The ORL value measures the total light reflected back to the transmitter caused by the system
components of the fiber under test and can degrade the performance by affecting the stability of the
laser; this in tum can create bit errors.
(ii) Specifications -ORL
Vendor and Telcordia s ecifications re tical Return Loss are as follows:
0 timum desired
tical Return Loss >27 dB >27 dB >30 dB
The maximum reflectance per event as measured by an OTDR, shall not exceed (-30db).
(d) Polarization Mode Dispersion.
(i) PMD is caused by different polarizations of the light pulse traveling along the fiber at slightly
different speeds due to imperfections of size and material properties along the length of the fiber.
This causes the light pulses or waveforms to spread out or broaden causing possible bit error rate of
the transmission signal. The higher the bandwidth, the shorter the pulse and the increase of
importance of testing prior network tum up.
(ii) Polarization-Mode Dispersion Measurement for Single-Mode Optical Fibers by Interferometry
Method.
(iii) Specifications -PMD
PMD coefficient of the tested fiber should not exceed:
Value T
PMD ldenti s/km is exceeded
(e) Chromatic Dispersion
Tvpe
SMF
ELEAF
TrueWaveRS
TrueWave Classic
DSF
SMF-LS
(i) Chromatic Dispersion is the broadening or spreading of a pulse of light due to the nonzero spectral
width of a transmission signal. The effects of chromatic dispersion can limit the network
transmission rate or the length of fiber a signal can be transmitted before requiring re-generation.
(ii) Specifications -Chromatic Dispersion
(iii) Record the total Chromatic dispersion for the tested span, the value per kilometer should be within
the range specified below.
Dispersion (a), 1550nm Rami:e ps/(nm/km) Dispersion Slope (ps/km/nmA2)
17 ps/(nm/km) 14-19 0.06
4 ps/(nm/km) 2-6 0.083
4.5 ps/(nm/km) 2-6 0.045
2 os/(nm/km) 1-3 0.07
0 ps/(nm/km) See Note I See Note I
-1 os/(nm/km) -3.5-0 0.D75
Note 1: DSF not recommended for DWDM
2
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Dec. 17, 2019 Item #21 Page 30 of 114
r'r'CROWN
V~CASTLE Order Form
Licensee or Customer Contact Detail
Licensee or Customer City of Carlsbad
Address 1200 Carlsbad Village Drive
Address & Contact City, State Carlsbad, CA 92008
Phone 760-602-2430
Name City of Carlsbad
Billing Address & Contact Billing Address 1635 Faraday Ave
City, State Carlsbad, CA 92008
Technical Contact Name Joe Stephenson
E-mail ioe.stephenson@.carlsbadca.aov
Product Detail
Dark Fiber #1 # Fibers 2 Route MIies
Total MRC $1,125.00 Total NRC
Install Lead Time 150 Daya
Location A 1635 Faradav Ave, 1st Floor, Carlsbad, CA 92008
Location Z 1200 Carlsbad Village Dr, 1st Floor, Carlsbad, CA 92008
Dark Fiber #2 # Fibers 2 Route MIies
Total MRC $1,125.00 Total NRC
Install Lead Time 150 Daya
Location A 1200 Carlsbad Village Dr, 1st Floor, Carlsbad, CA 92008
Diverse entrv into Citv Hall
Location Z 2560 Orion Way, 1st Floor, Carlsbad, CA 92008
Dark Fiber #3 # Fibers 2 Route MIies
Total MRC $1,125.00 Total NRC
Install Lead Time 150 Daya
Location A 2560 Orion Way, 1st Floor, Carlsbad, CA 92008
Location Z 1775 Dove Ln, 1st Floor, Carlsbad, CA 92011
Dark Fiber #4 # Fibers 2 Route MIies
Total MRC $1,125.00 Total NRC
Install Lead Time 150 Daya
Location A 1775 Dove Ln, 1st Floor, Carlsbad, CA 92011
Location Z 1635 Faraday Ave, 1st Floor, Carlsbad, CA 92008
Dark Fiber #5 # Fibers 2 Route MIies
Total MRC $1,125.00 Total NRC
Install Lead Time 150 Daya
Location A 405 Oak Ave, 1st Floor, Carlsbad, CA 92008
Location Z 3096 Harding St, 1st Floor, Carlsbad, CA 92008
Dark Fiber #6 # Fibers 2 Route MIies
Total MRC $1,125.00 Total NRC
Install Lead Time 150 Daya
Location A 3096 Harding St, 1st Floor, Carlsbad, CA 92008
Location Z 799 Pine Ave, 1st Floor, Carlsbad, CA 92008
Dark Fiber #7 # Fibers 2 Route MIies
TotalMRC $1,125.00 Total NRC
Install Lead Time 150 Daya
Location A 799 Pine Ave, 1st Floor, Carlsbad, CA 92008
Location Z 1200 Carlsbad Village Dr, 1st Floor, Carlsbad, CA 92008
Dark Fiber #8 # Fibers 2 Route MIies
Total MRC $1,125.00 Total NRC
Install Lead Time 150 Daya
Location A Pole Carlsbad Blvd, Carlsbad, CA 92008 (3001 Carlsbad Blvd)
Traffic Liaht
Location Z 3368 Eureka Pl, 1st Floor, Carlsbad, CA 92008
PR047444 L 115450 8/1/2019 2:32 PM Pae1of3
Order Type: New
so# 2019-47444
Fax
Email Joe.Stephenson@car1sbadca.gov
Phone 760-602-2789
Fax
Primary Phone (760) 931-2182
Alternate Phone
6.50 Fiber MIies 13.00
$0.00
15.00 Fiber MIies 30.00
$0.00
8.50 Fiber MIies 17.00
$0.00
6.50 Fiber MIies 13.00
$0.00
0.50 Fiber MIies 1.00
$0.00
0.25 Fiber MIies 0.50
$0.00
2.75 Fiber MIies 5.50
$0.00
2.50 Fiber MIies 5.00
$0.00
Initials Dec. 17, 2019 Item #21 Page 31 of 114
r'r'CROWN
V~CASTLE Order Form
Dark Fiber #9
Location A
Location Z
Dark Fiber #10
Location A
Location Z
Dark Fiber #11
Location A
Location Z
Dark Fiber #12
Location A
Location Z
Dark Fiber #13
Location A
Location Z
Dark Fiber #14
Location A
Location Z
Dark Fiber #15
Location A
Location Z
Dark Fiber #16
Location A
Location Z
Dark Fiber #17
Location A
Location Z
Dark Fiber #18
Location A
Location Z
Dark Fiber #19
Location A
PR047444 L115450
# Fibers 2 Route Mllff 1.20
Total MRC $1,125.00 Total NRC $0.00
Install Lead Time 150 Days
3368 Eureka Pl, 1st Floor, Carlsbad, CA 92008
1200 Carlsbad Village Dr, 1st Floor, Carlsbad, CA 92008
# Fibers 2 Route MIies 2.00
Total MRC $1,125.00 Total NRC $0.00
Install Lead Time 150 Days
3401 Monroe St, 1st Floor, Carlsbad, CA 92008
1200 Carlsbad Village Dr, 1st Floor, Carlsbad, CA 92008
# Fibers 2 Route Mllff 0.10
Total MRC $1,125.00 Total NRC $0.00
Install Lead Time 150 Days
1275 Carlsbad Village Dr, 1st Floor, Carlsbad, CA 92008
1200 Carlsbad Village Dr, 1st Floor, Carlsbad, CA 92008
# Fibers 2 Route Mllff 1.25
Total MRC $1,125.00 Total NRC $0.00
Install Lead Time 150 Days
Pole El Camino Real Hwy, Carlsbad, CA 92009 (6098 El Camino Real)
Traffic Liaht
2560 Orion Way, 1st Floor, Carlsbad, CA 92008
# Fibers 2 Route MIies 3.00
Total MRC $1,125.00 TotalNRC $0.00
Install Lead Time 150 Days
6200 Flvina Leo Carrillo Ln, 1st Floor, Carlsbad, CA 92008
5950 El Camino Real Hwy, 1st Floor, Carlsbad, CA 92008
# Fibers 2 Route Mllff 1.25
TotalMRC $1,125.00 Total NRC $0.00
Install Lead Time 150 Days
5950 El Camino Real Hwv, 1st Floor, Carlsbad, CA 92008
2560 Orion Way, 1st Floor, Carlsbad, CA 92008
# Fibers 2 Route Mllff 3.00
Total MRC $1,125.00 Total NRC $0.00
Install Lead Time 150 Days
2997 Glasgow Dr, 1st Floor, Carlsbad, CA 92010
3465 Trailblazer Way, 1st Floor, Carlsbad, CA 92010
# Fibers 2 Route MIies 2.50
Total MRC $1,125.00 Total NRC $0.00
Install Lead Time 150 Days
3465 Trailblazer Wav, 1st Floor, Carlsbad, CA 92010
1635 Faraday Ave, 1st Floor, Carlsbad, CA 92008
# Fibers 2 Route Mllff 1.50
Total MRC $1 ,125.00 Total NRC $0.00
Install Lead Time 150 Days
6886 Batiauitos Dr, 1st Floor, Carlsbad, CA 92011
6600 Hidden Valley Rd, 1st Floor, Carlsbad, CA 92008
# Fibers 2 Route MIies 3.00
Total MRC $1 ,125.00 Total NRC $0.00
Install Lead Time 150 Days
6600 Hidden Vallev Rd, 1st Floor, Carlsbad, CA 92008
1635 Faraday Ave, 1st Floor, Carlsbad, CA 92008
# Fibers 2
Total MRC $1 ,125.00
Install Lead Time 150 Days
Route Mllff 3.00
Total NRC $0.00
6435 Ambrosia Ln, 1st Floor, Carlsbad, CA 92008
8/1/2019 2:32 PM Pae2of3
Order Type: New
so# 2019-47444
Fiber MIies 2.40
Fiber MIies 4.00
Fiber MIies 0.20
Fiber MIies 2.50
Fiber MIies 6.00
Fiber MIies 2.50
Fiber MIies 6.00
Fiber MIies 5.00
Fiber MIies 3.00
Fiber MIies 6.00
Fiber MIies 6.00
Initials Dec. 17, 2019 Item #21 Page 32 of 114
r'r'CROWN
V.__.,CASTLE Order Form
!Location Z 1775 Dove Ln, 1st Floor, Carlsbad, CA 92011
Dark Fiber #20 # Fibers 2
Total MRC $1,125.00
Install Lead Time 150 Days
Location A 6565 Alicante Rd, 1st Floor, Carlsbad, CA 92008
Location Z 1775 Dove Ln, 1st Floor, Carlsbad, CA 92011
Dark Fiber #21 I Fibers 2
Total MRC $1,125.00
Install Lead Time 150 Days
Order Type: New
so# 2019-47444
Route MIies 2.50 Fiber MIies 5.00
TotalNRC $0.00
Route MIies 4.25 Fiber MIies 8.50
Total NRC $0.00
Location A Pole Rancho Sante Fe Rd, Carlsbad, CA 92009 (7599 Rancho Sante Fe Rd)
Location Z
Dark Fiber #22
Location A
Location Z
Dark Fiber #23
Location A
Location Z
Dark Fiber #24
Location A
Location Z
Order Summa
Pricing & Contract Terms
Traffic Licht
1775 Dove Ln, 1st Floor, Carlsbad, CA 92011
I Fibers 2 Route MIies
TotalMRC $1,125.00 Total NRC
Install Lead Time 150 Days
7201 Rancho Santa Fe Rd, 1st Floor, Carlsbad, CA 92008
3420 Camino De Los Coches, 1st Floor, Carlsbad, CA 92008
I Fibers 2 Route MIies
Total MRC $1,125.00 TotalNRC
Install Lead Time 150 Days
3420 Camino De Los Coches, 1st Floor, Carlsbad, CA 92008
1906 Arena! Rd, 1st Floor, Carlsbad, CA 92008
# Fibers 2
Total MRC $1,125.00
Install Lead Time 150 Days
1906 Arenal Rd, 1st Floor, Carlsbad, CA 92008
1775 Dove Ln, 1st Floor. Carlsbad, CA 92011
Salesperson Jim Brown
Client Service Mgr Marcina Watts
Order Contact Joe Stephenson
Dark Fiber
Total
Route MIies
TotalNRC
NRC •
$0.00
$0.00
2.50 Fiber MIies 5.00
$0.00
4.00 Fiber MIies 8.00
$0.00
1.00 Fiber MIies 2.00
$0.00
Terms (Months) 120
Contact Email joe.stephenson@cartsbadca.gov
MRC•
$27,000.00
$27,000.00
•Pricing shown does not reflect applicable taxes and fees.
ORDER ACCEPTANCE
Th.is Order Fonn is entered into between Provider (or "Company") and Customer (or "Licensee") effective as of the date of the last signature below, and is subject to the
provisions of the Master Telecommunications License Agreement or other master agreement between the parties dated, ______ ("Agreement''), wh.ich is
incorporated herein by reference. ln event the date in the previous sentence is blank, then this Order Fonn will be governed by the "Crown Castle Tenns and Conditions
Version2. I" available at bnps://fi r.cr wncastle.com/crown-castle-telecommunications-license-terms-and-conditions.pdf("Online Terms"). In addition, if Company and
Licensee have not executed a Su leme tor Service Level Agreement applicable to the type of product contemplated by this Order Fonn, then the product-specific portion of
the Online Tenns a licable to rod ct under this Order Form shall a I .
PR047444 L115450 8/1/2019 2:32 PM Pa e3of3 Dec. 17, 2019 Item #21 Page 33 of 114
r'r'CROWN
V'-'CASTLE
INTERNET SUPPLEMENT
TOTHE
MASTER TELECOMMUNICATIONS LICENSE AGREEMENT
LICENSEE: City of Carlsbad
This Internet Supplement (''Supplement") is effective as of the last date of execution below ("Supplement Effective Date") by and
between CROWN CASTLE FIBER LLC ("Company") and Licensee, and is hereby incorporated into and made a part of the
Master Telecommunications License Agreement between the Parties (the "Agreement''). Unless otherwise defined herein,
capitalized terms in this Supplement shall have the meanings given in the Agreement. Section and subsection headings contained
in this Supplement are inserted for convenience of reference only, shall not be deemed to be a part of this Supplement for any
purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.
1. SCOPE OF SUPPLEMENT
This Supplement applies to Internet access provided under an Order Form that specifies Internet. This Supplement shall not apply
to other products, including Ethernet, wavelength, dark fiber, or colocation.
2. ADDITIONAL TERMS
"'Access Port'': The port on Company's handoff utilizing IP Core Network equipment which is the point of attachment and entry
into the IP Core Network.
"Bandwidth" or "BW" means the amount of data ( quantified as "Mbps" or "Gbps") made available to Licensee.
"Internet Service'' or ·'Product": The Internet connectivity and Bandwidth provisioned by Company to Licensee pursuant to a Order
Form.
"IP Core Network'': Any Layer-3 equipment owned and operated by Company that is managed in strict accordance with defined
Company Network Operations' parameters.
·'Latency": The round-trip time it takes for a packet to travel between the IP Core Network and Access Port.
"Network Availability'': A period of time during which Licensee port(s) are able to transmit and receive IP Packets to/from the
On-Net IP Core Network.
·'Network Unavailability'': A period of time during which (i) the Access Port(s) cannot exchange packets with the IP Core
Network, and (ii) periods referred to in Sections 5.2.4 and 5.4.4 below.
·'On-Net'': For purposes of this Supplement and any Internet Service, On-Net is defined as residing within Company's IP Core
Network only.
"Packet Delivery'": The successful bi-directional delivery of packets between the IP Core Network and Access Port.
"'Throughput": The maximum transmission rate at which packets, inclusive of calculated protocol overhead, can be successfully
delivered between the IP Core Network and the Access Port.
3. SPECIFICATIONS
Company"s target Network Availability and performance objectives for the duration of each calendar month in a year shall be as
follows:
Metric Goal (Monthly Description
Avera2e)
IP Core Network 99.99% Less than 4.5 minutes total Network Unavailability per
Network Availability calendar month
IP Core Network Latency <30ms Less than 30 milliseconds round-trip latency
IP Core Network Packet Deliverv >99.9% Less than 0.1 % packet loss
IP Core Network Throughput 2'.95% Greater than or equal to 95% of Bandwidth as defined in
the Order Form
Internet Supplement Rev. 12/31//2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL
Dec. 17, 2019 Item #21 Page 34 of 114
4. USE BY LICENSEE
4.1 The Internet Service provides IP transit service via the Company Network to the public Internet. The Company Network is
comprised of equipment and wiring located in the Company's IP Core Network.
4.2 The Product is configured at designated speeds on a port(s) on the Company's handoffutilizing IP Core Network equipment.
This Access Port(s) shall be the point of demarcation for purposes of the applicable Product and for purposes of measurements
in connection with said Product. The selected speed of service, physical handoff type on the Licensee Premise Equipment
("'CPE") to the Licensee, pricing and length of the initial Product Term shall be set out in the individual Order Form.
4.3 Licensee shall utilize the Product(s) in compliance with all applicable international, federal, state and local laws and
regulations, as well as abide by Company's Acceptable Use Policy, which is posted on Company's website at
fiber.crowncastle.com and incorporated herein by reference.
4.4 To the extent applicable, Licensee acknowledges that Company has no ability to determine whether the communications traffic
carried via the Product is jurisdictionally interstate or intrastate. Unless otherwise stated in the applicable Order Form,
Licensee acknowledges and agrees that the communications traffic to be carried via the Company Network shall be
jurisdictionally interstate, pursuant to the Federal Communications Commission's mixed-use "I 0% Rule" ( 4 7 CFR 36.154,
4 FCC Red. 1352).
4.5 Upon expiration or termination of a Product for any reason, Licensee agrees to return to Company any IP addresses or address
blocks assigned to Licensee by Company.
5. SERVICE LEVEL AGREEMENT
5.1 Network Unavailability. Subject to this Section 5, in the event of Network Unavailability to any Internet Service,
Licensee may be entitled to a credit (a "Product Credit") in accordance with the applicable Service Level Objective set forth below
in this Section 5.1. Network Unavailability shall be deemed to begin upon the earlier of Company's actual knowledge of the
Network Unavailability or Company's receipt of notice from Licensee of the Network Unavailability, and end when the Product is
operational such that the Product is again able to transmit and receive packets to/from the IP Core Network and Access Port or
Ports, as documented by Company's records. Where Licensee provides its own local access circuits, any periods of Network
Unavailability caused by failure of such local access circuits shall be excluded from any calculation of Network Unavailability.
Notwithstanding anything to the contrary in this Supplement, in the Agreement or in any Order Form, in no event shall any Network
Unavailability or failure to meet any objectives or parameters under this Supplement be deemed to be or constitute a breach by
Company of this Supplement, the Agreement or any Order Form.
Duration of Network Unavailability Product Credit
Up to 45 Minutes No credit
> 45 Minutes to Four Hours I 0% of applicable MRC
> Four Hours to Eight Hours 20% of applicable MRC
> Eight Hours to Twelve Hours 40% of applicable MRC
> Twelve Hours to Twenty-Four Hours 50% of applicable MRC
> Twenty-Four Hours I 00% of applicable MRC
5.2 Latency
5.2.1 Parameter. Company shall use commercially reasonable efforts to maintain a monthly average Latency less
than 30 milliseconds measured within the IP Core Network to the Access Port. Traffic traversing the public Internet is
not subject or applicable to this Section 5 or this Supplement.
5.2.2 Measurement. Latency is measured between the IP Core Network and Access Port and does not apply to local
access circuits. Latency is measured using Company's network management systems or testing hardware. Company's
network management systems or testing hardware shall be the sole and conclusive source of measurements for the
purposes of measuring Latency. Performance measurements will be accomplished using Y.1731, its logical equivalent,
and/or through the use of industry standard dedicated test sets, as elected by the Company at its sole discretion.
Specifically, the Company places severe limitations on response packets sent using the ICMP Echo protocol, such as
ping and traceroute; times returned by those two programs while traversing core network equipment are known to be
misleading and will not be used for performance measurements. Upon request, Company will provide copies of
measurements and tests performed for the purposes of determining credits to Licensee hereunder.
5.2.3 Product Credit. If monthly average Latency exceeds the parameters set forth in Section 5.2.1, Licensee shall
be entitled to a Product Credit of ten percent (I 0%) of the applicable MRC.
2
Internet Supplement Rev. 12/31/2018 CROWN CASTLE PROP RI ET ARY AND CONFIDENTIAL
Dec. 17, 2019 Item #21 Page 35 of 114
5.2.4 Excessive Degradation. If, at any time, the Product experiences Latency greater than 35 milliseconds for a
sustained period of two hours or more, the time for which that Latency is experienced shall be considered a period of
Network Unavailability, entitling Licensee to the applicable Product Credit under Section 5.1, in lieu of a Product Credit
under Section 5.2.3.
5.3 Packet Delivery
5.3.1 Parameter. Company shall use commercially reasonable efforts to maintain a monthly average Packet
Delivery ofno less than ninety-nine point nine percent (99.9%).
5.3.2 Rate Shaping: Products delivered over fixed rate interfaces as defined in the applicable specifications and in
the situation where the contracted Product level is lower than the physical interface speed, rate enforcement will be done
by the application of 'rate shaping' which involves random packet discard. Packets discarded in this fashion are not
subject to this Section 5 or this Supplement.
5.3.3 Product Credit. If monthly average Packet Delivery fails to meet the parameters set forth in Section 5.3.1,
Licensee shall be entitled to a Product Credit of ten percent (I 0%) of the applicable MRC.
5.4 Throughput
5.4.1 Parameter. Company shall use commercially reasonable efforts to maintain a monthly average Throughput
at no less than ninety-five percent (95%) of Bandwidth set forth in the Order Form.
5.4.2 Measurement. Throughput is measured at Company's demarcation device at the Licensee's premises using
industry standard tests and Company network based throughput beacons. Only measurements by dedicated test sets are
used for measuring the parameters set forth in this Section 5.4 and this Supplement.
5.4.3 Product Credit. If, at any time, the Product experiences Throughput below the ninety-five percent (95%)
monthly average set forth in Section 5.4.1, Licensee shall be entitled to a Product Credit of ten percent (I 0%) of the
applicable MRC.
5.4.4 Excessive Degradation: If, at any time, the Product experiences Throughput below ninety-five percent (95%)
for a sustained period of two hours or more, the period for which such reduced Throughput is experienced shall be
considered a period of Network Unavailability, entitling Licensee to the applicable Product Credit under Section 5.1, in
lieu of a Product Credit under Section 5.4.3.
5.5 Product Credits. Product Credits hereunder are calculated as a percentage of the MRC set forth in the Order Form, and
may not be applied to usage charges, government fees, taxes, or surcharges, or any third party charges passed through to Licensee
by Company. Product Credits hereunder may be paid only once per any given billing cycle. Product Credits issued to Licensee
hereunder shall be Licensee's sole and exclusive remedy at law or in equity on account of any Network Unavailability and/or failure
to meet any objectives or parameters set forth in this Supplement. Product Credits will not be issued to Licensee if Licensee's
account with Company is in arrears. Notwithstanding anything to the contrary herein, the above-stated Product Credits shall not
apply to Off-Net Products, and in the event of any Network Unavailability or failure to meet any objectives or parameters of any
Off-Net Product provided by Company to Licensee, Company agrees to pass through a credit equal to the credit received by
Company from its underlying Company(s) for such Network Unavailability, in lieu of the above-stated Product Credits. In no
event shall Company's total liability for any and all interruptions, disruptions, failures, and/or degradations in quality (including,
without limitation, any Network Unavailability or failure to meet any objectives or parameters set forth in this Supplement) exceed
one hundred percent (I 00%) of the MRC for the affected Product.
5.6 Product Credit Request. Licensee must submit a written request to claim a Product Credit no later than thirty (30) days
following the event which gives rise to Licensee's right to request the Product Credit. Failure to request an allowance within such
period shall constitute a waiver of any claim for a Product Credit.
5. 7 Multiple Applicable Standards. If an incident affects the performance of the Product and results in a period or periods
of interruption, disruption, failure or degradation in quality, entitling Licensee to one or more credits under multiple service level
standards, only the single highest credit with respect to that incident will be applied, and Licensee shall not be entitled to credits
under multiple service level standards for the same incident.
5.8 Events Excepted From Product Credit. Notwithstanding the foregoing, Licensee shall not receive any Product Credit
for any Network Unavailability, failure to meet any objectives or parameters hereunder, or delay in performing repairs, arising
from or caused, in whole or in part, by any of the following events:
a. Licensee's (including its agents, contractors and vendors) acts or omissions;
b. Failure on the part of Licensee Equipment, Licensee provided optical fiber, End User equipment or Licensee's
vendor's equipment;
c. Failure of electrical power not provided by Company;
d. Election by Licensee, after requested by Company, not to release the Product for testing and repair;
3
Internet Supplement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL
Dec. 17, 2019 Item #21 Page 36 of 114
e. Company's inability to obtain access required to remedy a defect in Product;
f. Scheduled maintenance and emergency maintenance periods;
g. Scheduled upgrade of Product at the request of Licensee;
h. Force Majeure Event;
1. Disconnection or suspension of the Product by Company pursuant to a right provided under this Agreement;
and/or
j. Company's inability to repair due to utility safety restrictions.
5.9 Disclaimer of Third Party Actions. At times, actions or inactions caused by third parties ( e.g. denial of service attacks
and unauthorized network intrusions) can produce situations in which Licensee connections to the Internet (or portions thereof)
may be impaired or disrupted. In addition, third parties may attempt to intrude into or hack into Licensee's network. Company
has no control over or responsibility for the security of Licensee's network or unauthorized intrusions into and/or unauthorized
uses of Licensee's network and/or IP addresses used by Licensee. Company cannot guarantee that such situations will not occur,
and accordingly Company disclaims any and all liability resulting from or related to such events. In the event that Licensee's use
of the Product or such third parties is causing harm to the Network or its operations, Company shall have the right to suspend the
Product. Company shall restore the Product at such time as it reasonably deems that there is no further harm or threat to the
Company network or its operations. This Section 5 shall apply only to Products that are provisioned on the IP Core Network.
· es have executed this Supplement as of the last date of execution below.
COMPANY:
CROWN CASTLE FIBER LLC
4
Internet Supplement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL
Dec. 17, 2019 Item #21 Page 37 of 114
rrcROWN V"-" CASTLE Order Form
Licensee or Customer Contact Detail
Licensee or Customer City of Carlsbad
Address 1200 Carlsbad Village Drive
Address & Contact City, State Carlsbad.CA 92008
Phone 760-602-2430
Name City of Carlsbad
Billing Address & Contact Billing Address 1635 Faraday Ave
City, State Carlsbad, CA 92008
Technical Contact Name Joe Stephenson
E-mail ioe.steohenson@carlsbadca.aov
Product Detail
Internet • Product Type Dedicated Internet Access
Total MRC $6,000.00
Order Type: New
so# 2019-51167
Fax
Email Joe.Stephenson@carlsbadca.gov
Phone 760-602-2789
Fax
Primary Phone 760-602-2789
Alternate Phone
Bandwidth 10Gbps
Total NRC $0.00 Service Level IP
1Pv4 Block /30
• Internet Service is subject to Provider's Aoceptable Use Policy posted at htlp://fiber.crowncasUe.com at the bottom of the page.
Location A Product Details
Location A
Location A Contact
Location Z Product Details
Order Summary
Pricing & Contract Terms
Install Lead Time 150 Days
Connector A LC
Connector 10 Gbps
1635 Faraday Ave, 1st Floor, Carlsbad, CA 92008
Name Joe Stephenson
E-mail joe.stephenson@carlsbadca.gov
Connector 10 Gbps
Salesperson Jim Brown
Client Service Mgr Marcina Watts
Order Contact Joe Stephenson
Internet
Tota I
10Gbps
Circuit Dual CircuiVSingle CPE
POE Diverse
Primary Phone 760-602-2789
Term (Months) 60
Contact Email joe.stephenson@carlsbadca.gov
NRC * MRC*
$0.00 $6,000.00
$0.00 $6,000.00
•Pricing shown does not reflect applicable taxes and fees.
SPECIAL ORDER PROVISIONS
The pricing for the above 10 Gb DIA Product is contingent upon Licensee's execution of Order Form #2019-47444 for Dark Fiber on or before November 30,
2019.
ORDER ACCEPTANCE
This Order Form is entered into between Provider (or "Company") and Customer (or "Licensee") effective as of the date of the last signature below, and is subject to the
provisions of the Master Telecomm ·cations License Agreement or other master agreement between the parties dated _______ (".Agreement"), which is
incorporated herein by reference. th event the date in the previous sentence is blank, then this Order Form will be governed by the "Crown Castle Terms and Conditions
Version 2 I" available al https://{i r.cr wncastle.com/crown-castlc-tclccommunications-licensc-terms-and-conditions.pdf("Online Tenns") In addition, if Company and
Licensee have not executed a Su plcme tor Service Level Agreement applicable to the type of product contemplated by this Order Form, then the product-specific portion of
the Online Terms a licablc to ti ' rod ct under this Order Form shall a I
Signature
H5-.L..:C.,.-7"'-'-""'-'-=,o::;.,rh:,-:'---'c.:....:.-,.,-,,....,....-1
NamefTitle . L"'fll.J
Date
PRO51167 L157926 10/28/2019 6:00 PM Dec. 17, 2019 Item #21 Page 38 of 114