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2019-12-17; City Council; ; Approval of agreements to create a digital information network in partnership with a fiber-optic infrastructure provider
Discussion Background As digital technology has developed, the City of Carlsbad has constructed a digital information network focused on meeting the immediate operational needs of individual city departments with technology that was readily available. This has primarily been accomplished by leasing service from a third-party provider. This does not provide a foundation for the future. The city's daily operations are increasingly dependent on transmitting digital information around the city, whether it's data from traffic signals or water facilities. The need to use digital technology to manage the city's various operations is expected to grow exponentially. In 2015, the Information Technology department worked with Magellan Advisors LLC, a consultation company that advises cities on digital infrastructure, to conduct an assessment of the city's use of technology. That assessment identified the need for a more strategic approach to meet the city's digital information network demands. In response, Information Technology developed a strategy focused on creating a network for all of the city's operations that's secure and reliable, that has the capacity to expand to meet future needs and that provides a good value to the city. (Exhibit 1: Internal Digital Information Network Action Plan) As staff reported to the City Council in a Nov. 19, 2019, presentation on this topic, the city has contracted with an internet provider for its citywide, or wide-area, digital data network. This network carries the data for not just email and internet access, but payroll, data processing, and a wide range of other applications essential to city operations. The current service, as was noted in the previous presentation, has significant.drawbacks. The service delivers data at relatively slow speeds, given its cost to the city. The current network also relies on service from the service provider for any repairs, or for new or upgraded service. It now takes about 90-120 days, and sometimes much longer, for city staff to get the provider to install any new service on the network. Additionally, staff has regularly needed to address network issues the provider was unable to resolve in a timely manner. This requires the dedication of staff time and resources to support the network in addition to what the city pays the network provider for support services. The current network also comes at a significant cost, currently about $715,000 each year, which has been increasing steadily since 2015 and is expected to grow by about 10 percent a year as the city's demand continues to grow. Staff, in consultation with Magellan Advisors, believe the costs of the network compared to the services delivered do not provide a good value for the city, given its current and future requirements. Dec. 17, 2019 Item #21 Page 2 of 114 Three options City staff and Magellan Advisors have identified three basic options for the city to obtain a digital information network that meets its business needs: Lease the service from a private company This is how the City of Carlsbad has historically provided network services. It's like a homeowner's internet access; the company owns the infrastructure and the customer pays for the service. Under this arrangement, the city is not responsible for the costs of installing or maintaining the infrastructure that delivers the data. However, the city, as a customer, lacks control over the network and cannot freely adapt it to meet city needs. In Carlsbad's case, staff has found this provides inadequate reliability, capacity, and speed at a relatively high cost. Build and maintain the required infrastructure Some cities install their own fiber-optic cable to create a digital information network. This gives a city total control over the infrastructure and the ability to customize it to meet its needs. But installing miles of fiber-optic cable around a city requires significant investment of time and money. Carlsbad would need to put at least 81 miles of fiber- optic cable underground to create its own network. Staff estimates the cost of installing those lines would be at least $9 million. That estimate does not include the cost of network equipment needed to operate a digital information network. Hybrid Option -Access existing cable to create a city-managed network Under this option, a city can enter into an agreement with a company that owns existing fiber-optic cable infrastructure that geographically meets the city's network needs. The city can then purchase and operate network equipment that uses the existing infrastructure. This saves the city the significant time and expense of installing and maintaining the miles of cable that carry the data while giving the city control over customizing and operating its data network. The opportunity The City Council approved an amendment to an agreement with the communications infrastructure company Crown Castle in 2017 that gave the city access to an extensive network of high-speed fiber-optic cables already in place under city streets. Crown Castle operates an extensive network of these fiber-optic cables. These cables deliver networking and telecommunications data across long distances at high speed. Companies such as Crown Castle install these cables to then lease space on this infrastructure. The unused fiber- optic cable is called dark fiber, because there is no light passing through it. On August 22, 2017, the City Council approved the amendment to the city's licensing agreement with Crown Castle (Resolution 2017-162) allowing the company to install wireless data transmitters on municipal facilities, in keeping with city policy and the federal mandates governing the installation of such devices. Dec. 17, 2019 Item #21 Page 3 of 114 This amendment with Crown Castle gave the city access to four or six strands of fiber-optic cable everywhere the company has cable within the City of Carlsbad. Staff's analysis shows a network created using these fiber-optic cables would have: The reliability needed for both routine city operations and potential emergencies Much greater network speeds The ability to eliminate unnecessarily redundant networks The flexibility required to adapt to new demands and rapidly evolving digital technologies Better value for the city A comparison of the three options highlights the benefits of the hybrid option that has been identified by staff and Magellan Advisors as the city's best option. Status quo, leasing network access from a network provider Insufficient reliability · Inadequate capacity for current or future needs Relatively slow speeds compared to other options High cost compared to other options • City built and operated network At least $9 million in city costs to install necessary fiber-optic cable $4 million to $5 million for equipment City responsible for long-term maintenance and upgrades Hybrid option -Access existing cable to create a city-managed network 91% of the fiber needed for existing needs is already installed $4.4 million (current estimate} for equipment to create the capacity needed to integrate city networks Increased reliability and system redundancy Lower operational costs Lower costs for internet service Using either city-built or the available fiber-optic cables would give the city much greater network speeds. Staff is recommending the council approve the hybrid option because of the benefits described above. Analysis by staff and Magellan Advisors shows it offers the best value for the city while providing the digital infrastructure required by the city's business needs, now and in the future. The City Council could proceed with a portion of the plan recommended by staff by approving the agreements required to access the available fiber-optic cables but putting off consideration of the purchase of the additional equipment required to integrate city systems on the new Dec. 17, 2019 Item #21 Page 4 of 114 network. However, staff is recommending the council approve the agreements associated with that purchase now because the cost of the equipment could increase significantly in coming months, adding an additional $300,000 to $500,000 in costs to this project. If the City Council wishes to pursue the option for a city built and operated network, staff will return to Council at a later date to discuss in detail the requirements for that option. Hybrid option implementation Upon approval of the agreements, the city will have access to the fiber-optic cable that will enable the creation of a digital information network managed by the city. As mentioned above, the existing network of cable provides 91% of the city's current needs. Crown Castle will , provide the remaining 9% of the city's fiber needs and will be compensated for that work under the terms of the Crown Castle Dark Fiber Agreement. The network nee·ds to be constructed with fail-safe redundancy, so an accidentally cut cable does not impact city operations. For that business reason, the proposed agreement with Crown Castle includes not only installing cable to meet the city's existing needs but also providing additional cable that will add security and redundancy. That cable will extend outside ofthe city limits, and therefore is not covered by the 2017 agreement. Once the digital information network is completed using the Crown Castle fiber, staff will connect all city facilities currently serviced by our service provider, upgrade the backbone connection for the traffic management system and provide service to a new wireless system. These connections will deliver data at a minimum of 10 gigabytes per second, a speed that far exceeds the current speed at every site. The new network will also provide the basis for future connectivity with other existing city networks, such as traffic signals and utilities management. Consolidation of those networks onto this main city network may be a part of a future recommendation to City Council, as appropriate. Staff is recommending the city obtain an improved internet connection that would take full advantage of the greater capacity offered by the new network. Due to the complexity of this project, staff is also recommending the city contract with a third- party project manager to oversee its successful execution. The city would continue to partner with Magellan Advisors for project management services because the company has been the city's key advisor in this process. The city purchasing officer has approved a sole source exemption for this agreement pursuant to Municipal Code section 3.28.110, Exemptions Band N, due to the need for continuity of service. Under staff's proposal, the city would partner with Logicalis, a value-added reseller and solutions provider of Cisco networking technologies, to procure the equipment and services needed to make full use of the services provided by Crown Castle. Logical is would also implement new network management software, wireless infrastructure, and logical network design. Dec. 17, 2019 Item #21 Page 5 of 114 The city would also maintain a service contract with Logicalis to provide assistance to staff as needed for any major changes, updates or enhancements in future years. Because of the previous amended agreement with Crown C~stle, which enables the city to take advantage of the company's fiber-optic cable network, the city's purchasing officer has approved a "sole source" exemption to the city's bidding process pursuant to Municipal Code section 3.28.110 -Exemptions (B) and (N). Equipment purchases and related services from Logicalis are being procured on a pre-bid contract. [NASPO ValuePoint Master Agreement #AR233 (14-19) and Cis_co Participating Addendum CA #7-14-70-04] in compliance with Carlsbad Municipal Code, Chapter 3.28.100 - Cooperative Purchasing. The city's purchasing officer has approved the use of this cooperative agreement. Next steps If the City Council approves staff's recommendation to begin building this network, the next step would be authorizing the city manager to execute agreements and purchases. City staff would then begin work with Crown Castle, Logicalis and Cisco to implement the network, including services engagements and equipment purchases. Staff, and representatives from Crown Castle, Magellan and Logicalis estimate the entire project would be completed between a year to 18 months from the date the agreements are signed. In subsequent phases of developing this new network, staff could continue connecting the traffic and city utilities systems to the new digital information network. Fiscal Analysis The proposed Crown Castle Dark Fiber agreement will cost the city $27,000 a month, or $324,000 a year, and will cover a 10-year term with the option to renew the contract for two- year periods for as long as the city requires the use of the service. There are fee adjustments based on the Consumer Price Index that would take place during those renewal periods. The new internet connection staff is recommending would cost an estimated $6,000 a month, or $72,000 a year, with a five-year term. The existing internet service used by the city provides a fraction of that capacity, as noted above, but costs about $10,000 a month. The Cisco equipment needed to get the maximum capacity out of the four or six fibers would cost $4,446,793 at the current price quoted to the city. That offer includes capital costs, licensing, and maintenance for five years. Logical is would be the reseller of this equip,ment. This service contract with Logicalis would cost $70,654 per year. The project management agreement with Magellan Advisors would cost $78,791. Dec. 17, 2019 Item #21 Page 6 of 114 The current cost of the city's contract for its wide-area network is approximately $715,000 a year, not including the staff time that must be spent to help support and maintain the system. The new system will cost about $470,000 a year. This would give the city an annual savings of $245,000 and control over a scalable digital information network that would potentially cost the city $9 million to build even before equipment purchases. All costs are summarized in the table below. DIGITAL INFORMATION NETWORK COSTS Year 1 Years 2-5 One-time costs Logicalis agreement $4,446,793 $0 Magellan agreement $78,791 $0 Total one-time costs $4,525,584 $0 Funding sources Innovation Funds $4,525,584 $0 Annual costs Crown Castle agreements $396,000 $1,584,000 Logicalis agreement $70,653 $282,610 Total annual costs $466,653 $1,866,610 Current operating offset -$715,000 -$3,575,000 IT Dept operating budget savings -$248,347 -$1,708,390 Money has been set aside in the city's Innovation Fund in past years. Capital costs for this project and additional funds necessary will be provided from that fund. Du ring the project, there may be short periods during which both the old and new networks will need to run in parallel. Those duplicate costs will be paid from the innovation fund. The anticipated operating expenditure decreases will be incorporated into the Information Technology Operations Budget in future budget requests. Environmental Evaluation (CEQA) Pursuant to Public Resources Code Section 21065, the recommended action does not constitute a "project" within the meaning of the California Environmental Quality Act as it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeab le indirect physical change in the environment, and therefore does not require environmental review. Dec. 17, 2019 Item #21 Page 7 of 114 Public Notification and Outreach This item was noticed in accordance with the Ralph M. Brown Act and was available for public viewing and review at least 72 hours prior to scheduled meeting date. Exhibits 1. Internal Digital Information Network Action Plan 2. Resolution to execute various license agreements with Crown Castle Fiber LLC 3. Resolution to execute professional service agreement with Magellan Advisors LLC · 4. Resolution to execute various agreements with Logicalis Inc. 5. End User Information Form, for end users of Cisco Enterprise Agreement 6. Nov. 19 staff report, Update on the city's Digital Information Network 7. Memo approving exemption of competitive bidding for Crown Castle Fiber LLC 8. Memo approving exemption of competitive bidding for Magellan Advisors LLC 9. Memo approving use of NASPO Value Point Dec. 17, 2019 Item #21 Page 8 of 114 INTERNAL DIGITAL INFORMATION NETWORK ACTION PLAN 3) Advanced network hardware -Provide best value and scalability of the fiber-optic assets from Crown Castle by installing Dense Wave Division Multiplexing (DWDM) electronics at key sites. These devices are capable of virtually dividing fiber-optic cables to allow for the critical ability to scale the core network without the need to acquire new underground cable. This capability will allow the city's network to grow considerably in the future as needs grow without having to build a full city-wide fiber cable network. 4) Network management software -Implement a software defined network that enables the logical management of data using a technology known as Digital Network Architecture (DNA) made by Cisco. This software allows IT to implement and securely deliver network services to meet all needs of the city without having to build various separate physical networks. This not onlf greatly reduces duplication and cost but -1 :-/¼j(V also simplifies management and enables for more capabil}}Yi:,mtf 5) Wireless -A modern network needs to be ready to de;~~at.t,':}?l~g wireless transmission in a secure and reliable manner. Extending the capabilities of Cis<:%ij~M,into our~Jess network allows expanded mobility and greater range of connectivity options. All mannef:·6f sensors and-'.tq'1;1nected-devices rely on wireless /,½f.#/ ~"-f .0,°.;., connectivity due to the challenge that would.exist to physically cable suii!i'Jarge number of devices. This step ,-,!,) 1,:;-":~/:Y";-;., includes replacement of end-of-life wireless e[fi1J~m.ent currently in place Y«:~l wJII provide for this new b·1· '~1%, i1>-/ ··1fif:•, ' capa , ,ty. --~::: . ~&p7xf1:,, ··,1xt1(, ,r~i~':,,, .. -0:%9'' -:<:-::i~ ,j,½,•,.. •X~,i,,,?/\0; <(,/_:,' :;;,;,:;,ff/<>. -, .. ,,,1,7,..;;;9 ·,:1/,?51~ ¾~•.. .,,~1½~;f.½ //1:-;, , 0>¾ wg. · ,,v,;, •1/z.f:%; • ·<i'.00, ~•t-»,. {;J;; ;?,:';,: • .1/15 ,.,., EXTEND TO TRAFFIC •,;,i_@,'/,, '@ i½1:·'•'• .//,//, The second project is upgrading.:(_~ __ t_·~,f{fJf{g'cable infri J _r uctus6 _''f1_;{~ff~_ff.ic_ ~'f~1gement network and then unifying .1?1i,l0' ,.,<;•;,;if . ,;1~ f;;iff,':t .. ;.,:;;;;:.:,-M.· this environment with the core;pJferations n?f~ork: ·":$~%"' ·,:1 /{9· 1;?}$:,, '-?/.~ l"/f1!.f' <fqf~;;.:,,. ;$~ <t~~,. 1) Identify detailed architecture 2 J~~ill ~.ofK)YJtp_ staff in'tQ~;,Traffic Division and their consultants to identify a Y/Yi'.';/1:_,t .,.,,.. ~.,~;;-~ 3/,.~ ;,,?~Mfax.%,/;,_;;:;-;i:,., -~ -~~:• detailed archite~tu.rayc;l.e~Jiri for bo~!j n~w,..fif>er~~),'pti~-cabl €-:[f!stalls and network switching equipment as needed, /~f:i~,/.h?'(/2:,y;_~~---r'~✓½,"~ -,•;,.~%~:':-,,,. t,j'.°"❖;, based on up,.#/ning imple'ri-fe}ft9Jions bf,~;~yanced tr'aff!,9,fm~nagement solutions. . ;;;J_0t17 '10';;»?· .,,,,.;;;:,. . ''.>',.,;, 2) · Fiber in arteti~~segments-TfleJnformatio(lJTechnology'department, working in cooperation with the Traffic '~Yi/ ';1/..-%,,, ..,...,~;?~ Division, will ev'~f'.Di:!te connectivit/.igquiremetil:"5;,on major roadways around the city. The city already owns extensive undergt6lnd conduit th~ifdfo be us€8{i,o install fiber-optic cable. Other sections may require limited . ',z: /.;,;,; '~rt/%~ l'/>"'." construction to install co nduit and fiber;/;, '-,-;; /'/','.,. ~1,.,/·"'1. 3) Add network managem(~lff,?ftware j'.I?,J:ice the physical network has been extended to the necessary traffic locations, IT will turn on th~;?oftware f iiWi:tionality of the unified network to suit the Traffic Department's needs. Although physically part of thf{((i(l~ff; network, the devices that manage our traffic network would be virtually '<t:%~3/ segmented from other parts of ttf~:fi etwork to assure proper security and functionality. Page 5 of 7 Dec. 17, 2019 Item #21 Page 13 of 114 RESOLUTION 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. Master Telecommunications License Agreement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL Dec. 17, 2019 Item #21 Page 18 of 114 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 Master Telecommunications License Agreement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL 2 Dec. 17, 2019 Item #21 Page 19 of 114 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. Master Telecommunications License Agreement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL 3 Dec. 17, 2019 Item #21 Page 20 of 114 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 Master Telecommunications License Agreement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL 4 Dec. 17, 2019 Item #21 Page 21 of 114 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. Master Telecommunications License Agreement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL 5 Dec. 17, 2019 Item #21 Page 22 of 114 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 Dark Fiber Supplement Rev. 12/31/2018 CROWN CASTLE PROPRIETARY AND CONFIDENTIAL 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 RESOLUTION NO. 2019-268 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICE AGREEMENT FOR PROJECT MANAGEMENT FOR THE DIGITAL INFORMATION NETWORK FROM MAGELLAN ADVISORS, LLC IN AN AMOUNT NOT TO EXCEED $78,791. 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 the implementation of a city digital information network is through a professional service agreement for project management; and WHEREAS, the digital information network will replace a legacy network and will improve overall reliability, performance and expansion; and WHEREAS, Magellan Advisors, LLC is a sole source provider for project management for a digital information network due to previous engagements with the City of Carlsbad 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 professional service agreement with Magellan Advisors, LLC for a digital information network project manager is hereby approved and the City Manager or his designee is authorized to execute all required documents on behalf of the city. 3. That the Fiber Network Implementation Project Management professional service agreement (Attachment A) with Magellan Advisors, LLC is a sole source agreement in the amount not to exceed $78,791 over the life of the digital information network implementation as further described by Attachment A that was provided by Magellan Advisors, LLC. 4. That Funding for the professional service agreement _is provided in the Innovation Fund. Dec. 17, 2019 Item #21 Page 39 of 114 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 17 day of December 2019, by the following vote, to wit: AYES: Hall, Blackburn, Bhat-Patel, Schumacher. NAYS: None. ABSENT: None. ~~ fler.MGuneJr /?rp,J.-j {. BARBARA ENGLESON, City Clerk Cr'!} CJeo/ (SEAL) Dec. 17, 2019 Item #21 Page 40 of 114 Magellanjfi# ADVISORS MAGELLAN ADVISORS Portfolio of Services - BROADBAND FEASIBILITY STUDIES Community Needs Assessments Business Models & Financial Planning Market Analysis & Current Environment Design & Engineering Network Analysis & Inventory Opportunity, Risk & Benefit Analysis BROADBAND DESIGN ENGINEERING FTTH, FTTP, Metro & Long-Haul Fiber Routing, Switching & MPLS Fixed Wireless, Microwave & Wi-Fi Internet, Voice & Video Integration GPON Active Ethernet & WDM BSS/OSS Network Management Systems NETWORK IMPLEMENTATION (CONT.) Construction Management & Inspections Installation & Activations Operations & Customer Service PUBLIC POLICY & GOVERNANCE Right-of-Way Management Ordinance Dig Once & Joint Trench Policies Wireless Ordinance & Guidelines Telecommunications Master Funding Fiber Ordinance & Guidelines Internal & External Working Groups BUSINESS MODELS & PARTNERSHIPS Dark Fiber, Open Access, Triple Play Partner Recruitment & RFQs Feasibility Analysis of Business Models SMART CITY PLANNING Advocacy & Negotiation in Partnerships Asset Assessments Public-Private Partnership Development Smart City Solutions Needs Assessments Opportunity, Risk & Benefit Analysis Strategic Smart City Planning Vendor Selection SCADA Consulting IT Governance NETWORK IMPLEMENTATION Standards & Specifications Sales & Marketing Vendor Selection & Management PROJECT MANAGEMENT Procurement & Contract Negotiation Construction Management Network Commissioning & Certifica t ion Content Acquisition & Agreements Sales, Marketing & Business Development Business & Operations Management VI ~ z a::: UJ LL LL 0 UJ u > a::: UJ VI - www.magellan-advisors.com 3 2019 Magellan Advisors Dec. 17, 2019 Item #21 Page 43 of 114 Magel/an'1# ADVISORS References South Bay Cities Coalition of Governments, CA: Fiber Master Plan and Implementation Contact: Jacki Bacharach I Execu tive Director I 310.293.2612 I jacki@southbaycities.org Magellan Advisors was retained by the South Bay Coalition of Governments to complete a Fiber Master Plan for 15 cities in the South Bay Region. The Fiber Master Plan Study was funded by the Workforce Investment Board through a workforce development grant and assessed the current state of workforce development and jobs retention in the region through focus group discussions with cities, businesses and anchor institutions. The Fiber Master Plan laid the foundation of the development of a fiber broadband infrastructure that will serve the cities in the region for economic development, workforce development and job retention. The study called for implementation of a regional network to expand broadband into the communities through a public-private partnership agreement. Magellan assisted SBCCOG in developing an RFP, selecting a partner, negotiating a contract, and securing funding for the regional network to begin construction in 2020. Our advisors will continue to assist the South Bay as trusted broadband advisors, managing initial deployment throughout network implementation, which will include the core fiber ring and connecting several dozen sites. City of Portsmouth, VA: Fiber Master Plan and Turnkey Implementation Contact: Daniel Jones I Chief Information Officer I 757-393-8398 ext. 2177 I jonesd@portsmouthva.gov In 2016, Magellan was contracted by the City of Portsmouth to develop a Fiber Master Plan aimed at connecting over 70 city and Portsmouth school facilities to significantly increase the amount of network bandwidth to each site, while reducing long-term operating costs. Magellan performed Enterprise Network Architecture and Design as part of the planning process, which identified a 46-mile fiber build, and an investment of over $8 million over the next several years. The City of Portsmouth has extended the contract with Magellan which includes full Design and Engineering services as well as Project Management/Construction Management for the turnkey implementation over a 5-year period. Adoption of the Fiber Master Plan led the City to budget over $8 million to implement the network as defined through this engagement. Additionally, Portsmouth contracted with Magellan to conduct a Citizen Connectivity Study in 2018 to assess the state of broadband in Portsmouth and how the city could best serve industry, businesses, and residents across the City. Magellan conducted residential and business surveys along with stakeholder interviews to determine key opportunities for use of the network. The outputs of the study, Connectivity Opportunity Cards, provided Portsmouth with an actionable framework for providing the greatest community value from the network. City of Rancho Cucamonga, CA: Fiber Master Plan & Turnkey Implementation Services Contact: Fred Lyn I Utilities Division Manager I 909-477-2740 I Fred.Lyn@cityofrc.us Magellan Advisors was retained by the City of Rancho Cucamonga, CA in 2016 to develop a Fiber Master Plan for the City. The city has consistently shown entrepreneurial spirit in past initiatives (starting electric utility, purchase of 16,000 streetlights from California Edison), and now in the deployment of high-speed, next-generation broadband services. The plan identified ways for the City to expand their existing fiber network, its extensive traffic assets, and additional investment to create a backbone network throughout the City's primary business corridors, and economic development zones. The network will support additional use by internal departments, community anchors, partnerships with ISP's, and the support for Smart City initiatives. Magellan worked with Rancho Cucamonga in development and solicitation of a RFI for Public Private Partnerships, and developed a roadmap and action plan that recommended the City/Utility formalize its broadband uti lity as a division of Rancho Cucamonga Municipal Utilities www.magellan-advisors.com 4 2019 Magellan Advisors Dec. 17, 2019 Item #21 Page 44 of 114 Magellan. ADVISORS (RCMU). Magellan was subsequently contracted to perform full Network Design and Engineering services and full turnkey implementation services, including al l procurement, governance, network stand up and testing, data center design, public policy, marketing and branding, and integration of all ISPs into the network platform. Network construction is slated to begin Q2 of 2018. Adoption of the Fiber Master Plan has led the City to budget $12 million to execute the plan over a 6-year period. www.magellan-advisors.com 5 2019 Magellan Advisors Dec. 17, 2019 Item #21 Page 45 of 114 Mag_ellanl(I# ADVISORS Scope of Services Project Managen1ent (PM) fo r Carlsbad's Fiber Network Implem entation Magellan Advisors will provide overall project management and oversight to the City of Carlsbad ("Carlsbad") for the implementation of Carlsbad's new fiber network. The network will be comprised of existing and newly constructed fiber infrastructure provided by Crown Castle per a negotiated dark fiber agreement. Once complete and operational, Crown Castle shall maintain the fiber network on behalf of Carlsbad. Construction is expected to begin in fiscal 2020. Magellan wi ll act as Carlsbad's owner's representative ("owner's rep"), handling all project coordination, overseeing project resources, managing schedules, identifying risks, and developing mitigation tactics, all while keeping Carlsbad up to date on progress and issues continually through project execution. Magellan Advisors begins all projects with an on-site project initiation / kick-off meeting with designated client staff, as soon as practical following contract execution. Magellan utilizes such meetings to accomplish project planning, identify information and document needs, exchange contact information, discuss communications protocols, discuss any recent developments and local considerations in a team setting, discuss scheduling and high- level project timelines and refine the project work plan as necessary, and to discuss any other subjects relevant to commencing the project. Magellan will establish and demonstrate use of the secure project management website where documents, discussions and comments can be exchanged and stored. Documents needed for review and analysis during the project (planning documents and project processing flows, network maps, co nduit, poles and other assets etc.) will be identified and collected (to the extent practical) by the Magellan team prior to and during this meeting. On behalf of Carlsbad and under the guidance of Carlsbad's Director of Information Technology (IT), Magellan will conduct the on-sit e kickoff meeting working with all key identified parties, including City of Carlsbad IT, Public Works and Finance departments, Crown Castle, Logicalis (Carlsbad's value-added reseller, providing electronics and supporting professional se rvices), and any other groups identified by Carlsbad. The first deliverable will be a baseline project plan which will be reviewed by all key stakeholders; this baseline schedule will be used to track progress, identify schedule and dependency issues, and provide a foundation for communicating progress. The project plan will inclu de all activities from kickoff meeting, through execution of Crown Castle dark fiber construction and implementation. The plan will include all activities related to logistics around electronics, including procurement, ordering and receiving, configuration specification, testing, staging and implementation. The plan will include tasks related to architecture, network design, and operational integrity. The plan will address all items related to testing and cutover into production for all sites. The plan will include considerations for cutting over facilities to the Crown Castle infrastructure in a timely and organized manner and then turning down legacy service currently provided to Carlsbad by AT&T. Finally, the plan will identify tasks related to documentation, support, and turnover to production. Our team will work to drive the greatest value and cost savings into the deployment to ensure the project is a success for Carlsbad, positioning the City for many years in having a reliable, cost-effective network that will provide high- speed efficient government infrastructure to enable Smart Cities activities. www.magellan-advisors.com 9 2019 Magellan Advisors Dec. 17, 2019 Item #21 Page 49 of 114 Task 1. Project Management In providing project management to Carlsbad for this engagement, Magellan will: Coordinate and conduct on-site Kickoff Meeting with all key stakeholders; Develop and maintain detailed project implementation plan and schedule; Define project team, roles, responsibilities, and produce RACI chart; Magellan,,w ADVISORS Oversee all activities related to Crown Castle implementation, testing, turnover, and documentation of operational dark fiber network; Review and make recommendations on organizing permitting applications, forms and related documents to support streamlined review and approval for Crown Castle; Coordinate and schedule all project-related calls with appropriate personnel as required; Conduct weekly project status teleconference calls -reviews of tasks, timelines, action items, and issues. Oversee development of work breakdown structures for electronics configuration, testing and implementation; Prepare weekly project status reports for Carlsbad IT management and adjust project activities, milestones and resources for maintaining schedules, tracking issues, etc.; Conduct two on-site project meetings -kickoff and closeout; including reviews of tasks, timelines, action items, and issues; attendance by Carlsbad management requested; Oversee development of backup and maintenance procedures regarding Carlsbad electronics; Oversee development of documentation for electronics, fiber plant; Track overall quality management metrics for fiber installation and deployment of electronics; Track progress against all relevant Agreements, including with Crown Castle, with Logical is (equipment provider), professional services partner(s) (Logicalis, Cisco); Coordinate project schedules with other strategic Carlsbad projects (e.g. VOiP); Maintain Master Project Schedule; Review and recommend approval for payment of invoices; Conduct lessons learned post-mortem analysis; and Conduct project closeout meeting. www.magellan-advisors.com 10 2019 Magellan Advisors Dec. 17, 2019 Item #21 Page 50 of 114 Magellan~ ADVISORS A ssumptions 1. Magellan Advisors will provide overall project management and oversight for the project. 2. Magellan assumes that the following tasks will be performed either by City of Carlsbad personnel, or by personnel of appropriate contracted parties: Tasks related to actual ordering of electronics; Tasks related to receiving, warehousing, movement and installation of electronics; Review and recommend for approval for invoice payment; Preparation of change orders; Installation, inspection and testing of dark fiber; Site and power preparation for electronics installation; Configuration, installation and testing of electronics; Migration and cutover from AT&T to private network; Requests for termination of AT&T services. 3. Magellan assumes that fiber network design and topology as defined by Crown Castle to City of Carlsbad (as of Sep 2019) is both complete and sufficient for Carlsbad purposes. 4. Magellan assumes that Professional Services Agreement (PSA) between Logicalis and Carlsbad to support configuration and implementation of electronics is sufficient. Magellan would like to review scope of that agreement prior to Carlsbad execution. www.magellan-advisors.com 11 2019 Magellan Advisors Dec. 17, 2019 Item #21 Page 51 of 114 RESOLUTION NO. 2019-269 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE VARIOUS PURCHASE AGREEMENTS FOR OPTICAL NETWORK EQUIPMENT WITH MAINTENANCE AND SUPPORT FOR THE DIGITAL INFORMATION NETWORK FROM LOGICALIS, INC IN AN AMOUNT NOT TO EXCEED $4,800,058. 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 equipment and maintenance support agreements; and WHEREAS, the digital information network will replace a legacy network and will improve overall reliability, performance and expansion; and WHEREAS, Logicalis Inc., an authorized Cisco reseller of the various needed equipment and maintenance support, provides products and services under the NASPO ValuePoint Master Agreement #AR233(14-19), Cisco Participating Addendum CA #7-14-70-04 contract; and WHEREAS, pursuant to Section 3.28.100 Cooperative Purchasing, of the Carlsbad Municipal Code, the purchasing officer may buy directly from a vendor at a price established by another public agency when the other agency has made their purchase in a competitive manner. 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 with Logicalis, Inc., for various equipment and maintenance support 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 purchase of Optical Network Switch Project with Premier EA network equipment and maintenance from Logicalis, Inc. under a NASPO ValuePoint Master Agreement #AR233(14-19), Cisco Participating Addendum CA #7-14-70-04 contract shall not exceed $4,446,793 as further described by Quote No. 2019-74903v2 from Logical is, Inc. (Attachment A). 4. That the purchase of DWDM Support Remote 1 year with NOC Managed Services 1 Year from Logicalis, Inc. under a NASPO ValuePoint Master Agreement #AR233(14-19), Cisco Dec. 17, 2019 Item #21 Page 54 of 114 Participating Addendum CA #7-14-70-04 contract shall not exceed $353,263 for a five year period as further described by Quote No. 2019-75409vl from Logicalis, Inc. (Attachment B). 5. 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. ~ lk.dct Gc111t2, Dtpvj {tr BARBARA ENGLESON, City Clerk . c.;'Jj (SEAL) CJe,V' Dec. 17, 2019 Item #21 Page 55 of 114 9f9 LOGICALIS Business and technology working as one City of Carlsbad -#20 l 9-74903v2 Optical Network Switch Project with Premier EA Quotation # 2019-74903 v2 Prepared By Logicalis for: City of Carlsbad To the attention of: Joe Stephenson City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Tel: 760-602-2789 Email: joe. stephenson@carlsbadca.gov November 13, 2019 Dec. 17, 2019 Item #21 Page 56 of 114 Executive Summary SMARTnet and EA term is 60 months City of Carlsbad November 13, 2019 Page 2 ~ LOGICALIS Business and technology working as one Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 57 of 114 9:=B LOGICALIS Business and technology working as one Pricing Summary The following is a price summary of Logicalis' proposed solution. Price Summary Amount Hardware $1,808,480.09 Software $1,030,524.07 Hardware Maintenance $678,486.11 Software Maintenance $35,280.00 Vendor Resold Services $315,789.47 Professional Services $436,929.89 Additional Charges $141,302.97 Grand Total $4,446,792.60 Ask your Logicalis Account Executive to provide you with the most competitive lease rates in the industry. 89 LOGICALIS llu.snc,sllk!"'h"°"{\'ming~n City of Carlsbad November 13, 2019 Logicalis offers a range of services, from helping you define and design a cloud strategy to assisting with server and storage selection for your current environment. We provide a variety of assessments and health checks, perfect for those who need help determining what the next steps are. Find out more at www.us.logicalis.com Ask us about Logicalis Leasing Solutions-a value-added service tailored to our customers. Leasing offers strategic, operational and financial benefits that can help meet your company's goals and get your project funded. Logicalis financing experts work with more than a dozen trusted leasing partners to assist you as our valued customer. We can deliver competitive rates and flexible terms and make the leasing process easy. Learn more today at www.us.logicalis.com/solutions-and-services/logicalis-financial-services/ Page 3 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 58 of 114 DWDM Project 11 8 NCS2K-9-SMR17FS-L= 12 8 CON-SNT-NCS2K9S7 13 16 NCS2K-200G-CK-LIC= 14 16 CON-SNT-NCS2K2GL 15 8 NCS2006-SA= 16 8 CON-SNT-NCS2006A 17 8 NCS2006-LCD= 18 8 NCS2006-FTA= 19 8 NCS2006-ECU-S= 20 8 NCS2006-DDR= 21 16 NCS2006-AC= 22 12 L-NCS2K-SFEC-16Q= 23 16 L-NCS2K-CK-CL= 24 28 CPAK-1 00G-SR4= 25 28 CON-SNT-CPAK10GS 26 16 15454-M-USBCBL= 27 8 15454-MPO-MPO-2= 28 8 15454-M-ACCBL2-R2= 29 8 15454-M-ACCBL2-L2= 30 64 15454-LC-LC-2= 31 12 15454-BLANK= 32 8 15216-MD-48-ODD= 33 8 CON-SNT-15216MD4 34 8 15216-LC-LC-10= 35 8 15216-ATT-LC-1 0= City of Carlsbad November 13, 2019 9==S LOGICALIS Business and technology working as one ,.::,.,.,. a I.Yir::f,i■:1""".JTJa 9-port Single Module ROADM -0-17dB $25,875.00 $207,000.00 Gain -FS -Licensed SNTC-8X5XNBD 9-port Single Module $8,452.50 $67,620.00 ROADM -0-17dB Gain 200G -CPAK MR Line Card -C-Band -$58,125.00 $930,000.00 Licensed SNTC-8X5XNBD 200G -CPAK MR Line $18,252.50 $292,040.00 NCS 2006 Shelf Assembly $300.00 $2,400.00 SNTC-8X5XNBD NCS 2006 Shelf $196.00 $1 ,568.00 Assembly NCS 2006 LCD Display with Backup $30.00 $240.00 Memory NCS 2006 Fan Tray $75.00 $600.00 NCS 2006 External Connections Unit -$75.00 $600.00 w/2x USB 3.0 Ports NCS 2006 Deep Door $16.88 $135.04 NCS 2006 1 ;500W AC Power Supply $117.00 $1,872.00 SW license -SD-FEC & 16-QAM on $28,125.00 $337,500.00 200G/250G WDM Trunk port SW license -CPAK Client $9,375.00 $150,000.00 CPAK optical transceiver module; $2,756.25 $77,175.00 100GBASE-SR4; 100m OM4 SNTC-8X5XNBD CPAK optical transce $980.00 $27,440.00 USB cable for passive devices $34.50 $552.00 Multi-fiber patchcord -MPO to MPO -$351 .38 $2,811 .04 2m AC2 power cable ANSI 220Vac right exit $32.63 $261 .04 AC2 power cable ANSI 220Vac left exit $32.63 $261 .04 Fiber patchcord -LC to LC -2m $33.75 $2,160.00 Empty slot Filler Panel $96.75 $1,161.00 ONS 15216 48ch Mux/DeMux Exposed $11 ,250.00 $90,000.00 Faceplate Patch Panel Odd SNTC-8X5XNBD ONS 15216 48ch $1 ,848.00 $14,784.00 Mux/DeMux fixed patch pan Fiber patchcord -LC to LC -6m $42.00 $336.00 Bulk Attenuator -LC Connector -1 0dB $86.25 $690.00 Page 5 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 60 of 114 DNASDA 54 100 SWATCH-T 55 100 SWATCH-TRK-5Y 56 4 NETWORK-PNP-LIC 57 4 S9500UK9-169 58 12 PI-LFAS-T 59 12 PI-LFAS-AP-T-5Y 60 4 C9500-DNA-32QC-P 61 4 C9500-DNA-P-5Y 62 2 DN2-HW-APL 63 2 CON-SSSNT-DN2HWPL 64 2 DNA-SW-1.3 65 4 CAB-9K12A-NA 66 4 SFP-10G-SR-S 67 4 DN2-CPU-6152 68 16 DN2-MR-X32G2RS-H 69 2 DN2-PCIE-ID10GF 70 4 DN2-PSU1-770W 71 2 DN2-SD-64G-S 72 16 DN2-SD19TM1X-EV 73 2 DN2-TPM2-002 74 2 DN2-RAID-M5 75 2 DN2-MSTOR-SD City of Carlsbad November 13, 2019 9=s LOGICALIS Business and technology working as one ~ :■ ............. StealthWatch 1 FPS Term License $0.00 $0.00 ISE BASE Tracker Term 5Y $0.00 $0.00 Network Plug-n-Play License for zero-$0.00 $0.00 touch device deployment UNIVERSAL $0.00 $0.00 Prime Infrastructure Lifecycle & $0.00 $0.00 Assurance Term -Smart Lie Pl Dev Lie for Lifecycle & Assurance $0.00 $0.00 Term 5Y C9500 DNA Premier; 32QC Port ; Term $0.00 $0.00 License C9500 DNA Premier;40X/24Q/ $0.00 $0.00 48Y4C/32C/32QC ;5Year Term License Cisco DNA Center Appliance (Gen 2) -$34,292.27 $68,584.54 44 Core SOLN SUPP 8X5XNBD DNA Center $15,863.37 $31 ,726.74 Appliance (Gen 2) Cisco DNA Center SW 1.3 $0.00 $0.00 Power Cord; 125VAC 13A NEMA 5-15 $0.00 $0.00 Plug; North America 10GBASE-SR SFP Module; Enterprise-$273.00 $1 ,092.00 Class 2.1 GHz 6152/140W 22C/30.25MB $0.00 $0.00 Cache/DDR4 2666MHz 32GB DDR4-2666-MHz RDIMM/ $0.00 $0.00 PC4-21300/dual rank/x4/1.2v Intel X710-DA2 dual-port 10G SFP+ $0.00 $0.00 NIC Cisco UCS 770W AC Power Supply for $0.00 $0.00 Rack Server 64GB SD Card for UCS Servers $0.00 $0.00 1.9TB 2.5 inch Enterprise Value 6G $0.00 $0.00 SATA SSD Trusted Platform Module 2.0 for UCS $0.00 $0.00 servers Cisco 12G Modular RAID controller with $0.00 $0.00 2GB cache Mini Storage Carrier for SD (holds up to $0.00 $0.00 2) Page 7 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 62 of 114 DNASDA -·--,•·-~····· ,,., 76 4 DN2-SD480GM1X-EV 77 2 DN2-PCIE-IQ10GF 78 4 R-ISE-VMM-K9= 79 4 CON-ECMU-RVISEVM9 80 4 C9300-NM-2Q= 81 4 QSFP-40G-CSR4= 82 4 QSFP-H40G-AOC3M= 83 28 QSFP-40/100-SRBD= 84 2 C9800-40-K9 85 2 CON-SNT-C98004KA 86 2 SC980040K9-1610 87 2 C9800-AC-750W-R 88 4 CAB-AC 89 2 C9800-AC-750W-RED 90 60 C9120AXI-B 91 60 NETWORK-PNP-LIC 92 60 AIR-AP-BRACKET-1 93 60 SW9120AX-CAPWAP-K9 94 60 AIR-AP-T-RAIL-R 95 900 ISE-PLS-T 96 900 ISE-PLS-TRK-5Y 97 60 AIR-DNA-A-T 98 60 AIR-DNA-A-T-5Y City of Carlsbad November 13, 2019 631=8 LOGICALIS Business and technology working as one la'll~-,1,llfa.lf• .,. "~ 480 GB 2.5 inch Enterprise Value 6G $0.00 $0.00 SATA SSD Intel X710 quad-port 10G SFP+ NIC $0.00 $0.00 Cisco ISE Virtual Machine Medium $4,725.00 $18,900.00 SWSS UPGRADES Cisco ISE Virtual $8,820.00 $35,280.00 Machine Medium Catalyst 9300 2 x 40GE Network $956.25 $3,825.00 Module; spare QSFP 4x1 0GBASE-SR Transceiver $1,176.38 $4,705.52 Module; MPO; 300M 40GBASE Active Optical Cable; 3m $355.50 $1 ,422.00 100G and 40GBASE SR-BiDi QSFP $860.25 $24,087.00 Transceiver; LC; 100m OM4 MMF Cisco Catalyst 9800-40 Wireless $15,000.00 $30,000.00 Controller SNTC-8X5XNBD Cisco Catalyst $18,200.00 $36,400.00 9800-40 Wireless Contrell Cisco Catalyst 9800-40 Wireless $0.00 $0.00 Controller Cisco Catalyst 9800-40 750W AC Power $0.00 $0.00 Supply; Reverse Air AC Power Cord (North America); C1 3; $0.00 $0.00 NEMA 5-15P; 2.1m Cisco Catalyst 9800-40 750W AC Power $374.63 $749.26 Supply; Reverse Air Cisco Catalyst 9120AX Series $635.63 $38,137.80 Network Plug-n-Play License for zero-$0.00 $0.00 touch device deployment 802.11 AP Low Profile Mounting Bracket $0.00 $0.00 (Default) Capwap software for Catalyst 9120AX $0.00 $0.00 Ceiling Grid Clip for Aironet APs -$0.00 $0.00 Recessed Mount (Default) ISE PLS Term License $0.00 $0.00 ISE PLS Tracker Term 5Y $0.00 $0.00 Aironet AP License Term Licenses $0.00 $0.00 Aironet CISCO DNA Advantage 5 Year $0.00 $0.00 Term License Page 8 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 63 of 114 DNASDA -r.;1.i■"-,■■■-• •T:J 99 60 CDNA-P-C9120 100 60 DNA-P-5Y-C9120 101 60 D-CISCODNAS-ACT-T 102 60 D-CISCODNAS-ACT-5Y 103 900 ISE-BASE-T 104 900 ISE-BASE-TRK-5Y 105 60 PI-LFAS-AP-T 106 60 PI-LFAS-AP-T-5Y 107 60 WLC-AP-T 108 60 WLC-AP-T-5Y 109 60 AIR-DNA-P 110 60 AIR-DNA-P-5Y 111 60 AIR-DNA-NWSTACK-A 112 1 L-ISE-TACACS-ND= 113 4 I E-5000-12S 12P-1 0G 114 4 CON-SNT-1 ES 12P50 115 8 PWR-RGD-AC-DC-250 116 4 SIE5UK9T-15206E 117 4 I OT-UTILITIES 118 4 IOT-UTIL-OTHER 119 4 IE5000-DNA-A-H 120 4 I E5000-DNA-A-H-5Y 121 1 EA-DNAC-OFFER City of Carlsbad November 13, 2019 E::=8 LOGICALIS Business and technology working as one ,. I • :11111:l'lri,J".• Aironet AP License Term Licenses For $0.00 $0.00 Tracking C9120AX CISCO DNA Advantage 5 Yr $0.00 $0.00 Term Licenses For Tracking Cisco DNA Spaces Act Term License for $0.00 $0.00 Cisco DNA Cisco DNA Spaces ACT for Cisco DNA $0.00 $0.00 -5Year ISE BASE Term License $0.00 $0.00 ISE BASE Tracker Term 5Y $0.00 $0.00 Prime AP Term Licenses $0.00 $0.00 Pl Dev Lie for Lifecycle & Assurance $0.00 $0.00 Term SY Aironet AP License Term Licenses $0.00 $0.00 Aironet AP License 5 Year Term License $0.00 $0.00 CISCO DNA Premier Term Wireless $0.00 $0.00 CISCO DNA Premier Term Wireless SY $0.00 $0.00 AIR CISCO DNA Perpetual Network $0.00 $0.00 Stack Cisco ISE Device Admin Node License $3,750.00 $3,750.00 IE5000 12x1G SFP+12x10/100/1000 + $9,454.50 $37,818.00 4 1G/10G LAN BASE SNTC-8X5XNBD IE5000 12x1G SFP $6,283.20 $25,132.80 +12x10/100/1000 + 4 1G/1 Higher PoE; 250W PSU for $525.00 $4,200.00 IE4010/5000; 100-240VAC/100-250VDC Cisco IE5000 UNIVERSAL WITH WEB $0.00 $0.00 BASED DEV MGR Utilities Industry Solutions; For tracking $0.00 $0.00 only. Not related to an loT Utilities Solution; $0.00 $0.00 For tracking only. DNA Advantage for IE 5000 $0.00 $0.00 IE 5000 DNA Advantage; 5 Year Term $0.00 $0.00 license For qualified Cisco DNA EA customers $0.00 $0.00 only. Page 9 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 64 of 114 DNASDA -..., .... ~····· 122 1 DN2-HW-APL-U 123 1 CON-SSSNT-DN2HWPL 124 1 DNA-SW-1.3 125 1 DN2-TPM2-002 126 2 DN2-CPU-6152 127 8 DN2-MR-X32G2RS-H 128 1 DN2-PCIE-ID10GF 129 1 DN2-SD-64G-S 130 1 DN2-MSTOR-SD 131 2 CAB-250V-1 0A-CN 132 1 DN2-PCIE-IQ10GF 133 1 DN2-RAID-M5 134 8 DN2-SD19TM1X-EV 135 2 DN2-SD480GM1X-EV 136 2 DN2-PSU1-770W 137 1 DNA-SOLN-STARTER 138 2 SFP-10G-SR= 139 1 ELA2-M 140 1 E2-N-AIR 141 106 E2N-AI RWLAN-B-P 142 1 E2-N-AIR-S 143 60 E2N-AI RWLAN-G-P 144 1 E2-N-AS City of Carlsbad November 13, 2019 e:.@ LOGICALIS Business and technology working as one na•.r.rr., .. ... ,,,,i•• Ill Cisco DNA Center Appliance 44 Core-$0.00 $0.00 Upgrade (Gen 2) SOLN SUPP 8X5XNBD DNA Center $15,863.37 $15,863.37 Appliance (Gen 2) Cisco DNA Center SW 1.3 $0.00 $0.00 Trusted Platform Module 2.0 for UCS $0.00 $0.00 servers 2.1 GHz 6152/140W 22C/30.25MB $0.00 $0.00 Cache/DDR4 2666MHz 32GB DDR4-2666-MHz RDIMM/ $0.00 $0.00 PC4-21300/dual rank/x4/1 .2v Intel X710-DA2 dual-port 10G SFP+ $0.00 $0.00 NIC 64GB SD Card for UCS Servers $0.00 $0.00 Mini Storage Carrier for SD (holds up to $0.00 $0.00 2) AC Power Cord -250V; 1 QA -PRC $0.00 $0.00 Intel X710 quad-port 10G SFP+ NIC $0.00 $0.00 Cisco 12G Modular RAID controller with $0.00 $0.00 2GB cache 1.9TB 2.5 inch Enterprise Value 6G $0.00 $0.00 SATA SSD 480 GB 2.5 inch Enterprise Value 6G $0.00 $0.00 SATA SSD Cisco UCS 770W AC Power Supply for $0.00 $0.00 Rack Server Solution Starter $0.00 $0.00 10GBASE-SR SFP Module $387.00 $774.00 Cisco EA BUNDLE $0.00 $0.00 Cisco DNA for EA -Access Wireless $0.00 $0.00 Wireless DNA EA Premier For Previous $693.00 $73,458.00 Purchase Access Wireless EA -Support $0.00 $0.00 Wireless DNA EA Premier New $783.75 $47,025.00 Purchase Cisco DNA for EA -Access Switching $0.00 $0.00 Page 10 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 65 of 114 9=s LOGICALIS Business and technology working as one DNASDA -~••'IOl-• :• ... .,,, ... ..z .. 145 2 E2N-C93001-G-P 146 2 E2N-C4500X2-B-P 147 36 E2N-C93002-B-P 148 15 E2N-C38501-B-P 149 3 E2N-C38503-B-P 150 7 E2N-C3560CX2-B-P 151 1 E2-N-AS-S 152 10 E2N-C29601-B-E 153 2 E2N-C29602-B-E 154 17 E2N-C38502-B-P 155 17 E2N-C93001-B-P 156 1 E2N-C38502-L-P 157 4 E2N-C95004-G-P 158 4 E2N-IE5000H-G-A 159 1 C9500-32QC-A 160 1 C9500-NW-A 161 1 C9K-PWR-650WAC-R 162 1 C9K-PWR-650WAC-R/2 163 2 CAB-N5K6A-NA 164 1 C9K-F1 -SSD-BLANK 165 1 C9500-DNA-32QC-A 166 1 C9500-DNA-A-5Y City of Carlsbad November 13, 2019 C9300 24-port CISCO DNA EA Premier $2,330.46 $4,660.92 New Purchase C4500X CISCO DNA EA Premier High $10,763.61 $21,527.22 Port W Existing IPB or IPS C9300 48-port CISCO ONA EA Premier $3,798.63 $136,750.68 With Existing Essentials C3850 CISCO DNA EA Premier 24-Port $2,330.46 $34,956.90 With Existing IPB or IPS C3850 CISCO DNA EA Premier 12/24-$6,583.50 $19,750.50 Port Fbr w Existing IPB/IPS C3560CX CISCO ONA EA Premier 12-$846.45 $5,925.15 Port wth Existing IPB or IPS Access Switching EA -Support $0.00 $0.00 C2960X/XR 24-Port CISCO DNA $0.00 $0.00 Essentials for prior purchase C2960X/XR 48-Port CISCO DNA $0.00 $0.00 Essentials for prior purchase C3850 CISCO DNA EA Premier 48-Port $3,798.63 $64,576.71 With Existing IPB or IPS C9300 24-port CISCO DNA EA Premier $2,330.46 $39,617.82 With Existing Essentials C3850 CISCO DNA EA Premier 48-Port $4,731 .21 $4,731 .21 With Existing LAN Base C9500 CISCO DNA EA Premier 32QC $10,763.61 $43,054.44 New Purchase IE 5000 CISCO DNA EA Advantage $1 ,588.62 $6,354.48 New Purchase Catalyst 9500 32-port 40/1 00G only; $11 ,212.50 $11 ,212.50 Advantage C9500 Network Stack; Advantage $0.00 $0.00 650W AC Config 4 Power Supply front $0.00 $0.00 to back cooling 650W AC Config 4 Power Supply front $787.50 $787.50 to back cooling Power Cord; 200/240V 6A North $0.00 $0.00 America Cisco pluggable SSD storage $0.00 $0.00 C9500 DNA Advantage; Term License $0.00 $0.00 DNA Advantage 5 Year License $0.00 $0.00 Page 11 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 66 of 114 908 LOGICALIS Business and technology working as one Solution Summary The City of Carlsbad is requesting Logicalis professional services to install a Cisco Digital Network Architecture (DNA) with Software Defined Access (SD-Access) and DNA Assurance. There are many goals that this next generation network for the City of Carlsbad will accomplish. Instead of a static network based on IP address and VLAN assignment, this will become an intent-based network. Users and devices will be dynamically granted their proper access to the resources they require no matter if connected through wired or wireless. Existing Active Directory users will be granted access to their required resources, while guest users and devices can be segmented into separate security zones. Through the integration of Cisco Identity Services Engine (ISE) and Stealthwatch with Cisco DNA Center, we'll have enhanced network security for both wired and wireless. The Assurance component of Cisco DNA will be the foundation for network monitoring, reporting, and support. If network issues arise, Assurance will analyze and provide remediation suggestions. All these components combined will provide the City of Carlsbad with a secure and dynamic wired and wireless network fabric, able to provide improved network visibility and shorter mean time to problem resolution. Logicalis will design/plan, build, and deploy a brownfield environment for the City of Carlsbad leveraging the underlying components below • Cisco DNA Center Appliances -Design, Provision, Policy, & Assurance for SD Access and Management • Cisco ISE -Providing context and policy for an intent-based network • Cisco Stealthwatch -Providing network visibility, heuristics and anomaly detection as well as Encrypted Traffic Analytics (ETA) • Cisco Catalyst 9k -Next-gen Campus switching platform for access • Cisco Catalyst IE SK -Ruggedized switch providing Layer 2/3 connectivity • Cisco Wireless -9800 Wireless LAN controllers, 3800 & 9120 Wave 2 AP's for high-speed wireless access • Cisco DNA Premier Licensing EA 5 Year -Includes licensing for DNA Advantage, ISE Base, ISE Plus, Stealthwatch, and WAPs. The Existing environment consists of the following: • (86) Catalyst 9K Switches • (2) 5508 Wireless LAN Controllers • (166) Wireless Access Points • 106 Existing 3802 WAPs • 60 New 9120AX WAPs to replace existing EOL WAPs • 1500 total users • 1000 total Devices (non-server) • 20 Locations Logicalis will work with the City of Carlsbad to determine business objectives and desired state, then create an implementation plan to reach the goals. Logicalis will document this information and turn over a Design, Validation, & Implementation Plan (DVIP) for the City of Carlsbad to approve. This document will be the blueprint for how we execute on the build and deploy phases. Logicalis engineers will work collaboratively with the City of Carlsbad and provide the opportunity to sit side by side to see the configuration builds and validation in action. All physical wired and wireless cutovers will be performed in a phased closet by closet or building by building approach. City of Carlsbad November 13, 2019 Page 15 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 70 of 114 ~ LOGICALIS Business and technology working a.~ one The City of Carlsbad has purchased a Cisco SDA Starter kit which will be leveraged for a piloUtest environment for this project. This includes a DNA Center Appliance, ISE, ISE Licensing, and Cat9300 switches. This will give the City of Carlsbad and Logicalis the ability to demonstrate configurations and migrations to SDA in a non-production environment. Services Statement of Work DWDM Project Communication & Network Services -Route I Switch Tasks and Activities 1 Plan 1.1 Data Gathering 1.1.1 Gather solution requirements and design for project implementation 1.1.2 Review and validation of the project implementation strategy, documentation and desired outcomes 1.1.3 Data gathering for (4) Catalyst (9500) series switch(es) 1.1.4 Data gathering for layer two design such as VLAN's, spanning-tree, port security, etc. 1.1.5 Data gathering for layer three design, routing protocols, redistribution, filters, etc. 1.2 Implementation Planning 1.2.1 Layer two design including VLANs, spanning-tree, port security, etc. 1.2.2 Layer three routing design including routing protocols, redistribution and filters 1.2.3 Create a test plan for route\ switch implementation 1.2.4 Define implementation details for route \ switch implementation 1.2.5 Conduct a Customer review meeting for approval of the implementation plan, test plan and fallback plan 2 Implement 2.1 Device Staging 2.1.1 Unbox, power, verify and update IOS on (4) core switch(es) 2.2 Device Implementation 2.2.1 Rack (4) core switch(es) and patch to network (cable cleanup not included) 2.3 Switching 2.3.1 Configuration of (4) Catalyst (9500) chassis switch(es) per implementation plan 2.3.2 System-wide configuration of layer two per implementation plan 2.3.3 System-wide configuration of layer three routing per implementation plan 2.3.4 Configuration of existing network switches to support Optical equipment 3 Validate 3.1 System Cutover 3.1.1 System cutover, cutover validation and execution of test plan, afterhours 4 Support 4.1 Day One Support 4.1.1 Provide (8) hours of first business day support Deliverables • As Built document with device configuration files • Implementation Plan DWDM Services Site Survey & Fiber Characterization City of Carlsbad November 13, 2019 Page 16 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 71 of 114 9==s LOGICALIS Business and technology working as one 1 Logicalis will complete a detailed Site Survey & Fiber Characterization at all locations 1.1 Visit and document each site per Cisco BOM 1.2 Generate a list of miscellaneous material required for installation that are not included in the attached BOM 1.3 On each fiber span in the network design, Logicalis will perform the following characterization tests 1.3.1 Bi-directional OTDR measurements at the following wavelengths: 1550nm and 1625nm 1.3.2 Bi-directional loss readings at the following wavelengths: 1550nm and 1625nm 1.3.3 Optical Return Loss (ORL) readings at 1550nm 1.4 Provide an inventory of new equipment to include location, serial number, MAC address and asset tag number. Provide an inventory of replaced equipment to include location removed from, serial number MAC address and asset tag number 1.5 It is expected that all fiber is available for daytime testing and maintenance windows are not required 1.6 Escalate any fiber connectivity or fiber results issues to the appropriate customer site contact 1.7 Provide customer with fiber characterization testing results in an electronic format 1.8 Provide appropriate testing equipment for completion 1.9 Update the overall design with testing results or provide appropriate vendor with results for design update 1.1 O Develop Engineering Detail Package (EDP) for use by installation and test teamsProvide 1.11 As-Built updates to EDP as needed after site completion Physical Equipment Installation 2 Logicalis will perform the installation of all of the Optical Networking Equipment 2.1 Physical install the Cisco products in accordance with the Cisco product specifications and Network Implementation Plan 2.2 Conduct implementation activities, either onsite or remote, which may include: 2.2.1 Verification of all hardware/software versions and upgrade, as appropriate 2.2.2 Configuration of hardware and software, as needed 2.3 Run, connect and verify power and grounding at shelf level 2.4 Provide and install, fiber jumpers per degree/side for connection of the ONS line. 2.5 Verify that system bays have been properly installed and power distribution panels have been properly installed and grounded 2.6 Configuration drawings documented in the NIPVerify that preloaded Cisco IOS and Transport Controller ("CTC") software is consistent with orderedTransport Planner ("CTP") used by the Cisco presales team to produce the desired network design 2.7 Run Automatic Node Setup ("ANS") program for power settings for mid-amplifier loss and for amplifier output send and receive levels for each node in the network. 2.8 Perform turn-up and test per the Cisco Optical Installation and Test Manual Test and Turn-up 3 Testing and Turn-up of the all of the Optical Neworking Equipment 3.1 Install all new equipment per the Cisco BOM 3.2 Upgrade locations to current release (If required) 3.3 Clean, scope, label, and install intra-shelf fiber jumpers as dictated per the final design 3.4 Configure and enable all DWDM and SONET Functions 3.5 Update Customer's Infrastructure Network Implementation Plan to document implemented components, devices, and applications to accurately reflect the final "as-built" physical City of Carlsbad November 13, 2019 Page 17 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 72 of 114 ~LOGICALIS Business and technology working as one configuration. 3.6 Assist Customer in developing an action plan for correcting deficiencies found during the implementation (if any). 3.7 Address any card failures and process RMA 3.8 Clean-up of any and all packing and miscellaneous materials and place in local Customer provided trash receptacles 3.9 Assist customer with traffic switching as necessary to minimize circuit down time as documented in the client service migration MOP(s) 3.10 Per site specific method of procedures ("MOP"): Logicalis will perform span cuts in maintenance windows 3.11 Logicalis will perform XYZ additional point to point circuits 3.12 Verify with Customer's NOC all newly added hardware is visible in the network view. 3.13 Successful upgrade is defined by new node and upgrade installation equipment is visible to the customer NOC, and no new alarms are present in the node or network Deliverables 4 Logicalis will provide the following deliverables to the customer throughout the project: 4.1 Project Plan 4.2 MOP -Software upgrades & equipment migration 4.3 Network Diagram (If necessary) 4.4 Final Documentation (Knowledge Transfer) Customer Responsibilities 5 The following are customer responsibilities 5.1 Provide (per site) fiber distribution panel (FOP) port assignments to be used for this project 5.2 Provide appropriate escorts, if needed, to gain access into the sites and show technicians where the FDPs are located that will be tested 5.3 Escorts should be available at each site on planned dates and times per the project plan 5.4 Resolve any and all fiber connectivity issues or problems determined from testing results 5.5 Make available any personnel and/or access to Customer Site as necessary for Logicalis to perform testing 5.6 Provide Logicalis physical access to facilities, remote network access (e.g., via IPSec VPN), relevant network documentation, and device configurations 5.7 All Necessary racks and power to be provided and installed by customer 5.8 All cables and fiber within site will be run and terminated by customer 5.9 AC or DC power to be provided by customer and located in the same rack as equipment DNA SDA Communication & Network Services -Route I Switch Tasks and Activities City of Carlsbad November 13, 2019 Page 18 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 73 of 114 9:9LOGICALIS Business and technology working as one 1 Plan 1.1 Data Gathering 1.1.1 Gather solution requirements and design for project implementation 1.1.2 Review and validation of the project implementation strategy, documentation and desired outcomes 1.1.3 Data gathering for (4) (IE 5K) series switch(es) 1.1.4 Data gathering for layer two design such as VLAN's, spanning-tree, port security, etc. 1.1.5 Data gathering for layer three design, routing protocols, redistribution, filters, etc. 1.2 Implementation Planning 1.2.1 Layer two design including VLANs, spanning-tree, port security, etc. 1.2.2 Layer three routing design including routing protocols, redistribution and filters 1.2.3 Create a test plan for route\ switch implementation 1.2.4 Create a fallback plan for route \ switch implementation 1.2.5 Define implementation details for route \ switch implementation 1.2.6 Conduct a Customer review meeting for approval of the implementation plan, test plan and fallback plan 2 Implement 2.1 Device Staging 2.1.1 Unbox, power, verify and update IOS on (4) 24 port access switch(es) 2.1.2 Unbox, power, verify and update IOS on (4) core switch(es) 2.2 Device Implementation 2.2.1 Brownfield build -rack (4) 24 port access switch{es) and re-patch to network (cable cleanup not included) 2.2.2 Rack (4) core switch(es) and patch to network (cable cleanup not included) 2.3 Switching 2.3.1 Configuration of (4) Catalyst (IE 5K) edge switch(es) per implementation plan 2.3.2 System-wide configuration of layer two per implementation plan 2.3.3 System-wide configuration of layer three routing per implementation plan 3 Validate 3.1 System Cutover 3.1.1 System cutover, cutover validation and execution of test plan, afterhours 4 Support 4.1 Knowledge Transfer 4.1.1 Complete ( 1) hours of system ad min knowledge transfer including content creation 4.2 Training 4.2.1 Complete (1) hours of end user training including content creation 4.3 Day One Support 4.3.1 Provide (4) hours of first business day support Deliverables • End User Training Material • Implementation Plan • As Built document with device configuration files Network Services (ISE, Stealthwatch, SDA, Switching and Wireless) Design/Plan Cisco ISE Tasks and Activities 1 Discovery and Design sessions 1.1 General discovery and review of current environment (***high level***) Page 19 Logicalis, Inc. City of Carlsbad November 13, 2019 Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 74 of 114 B=BLOGICALIS Business and technology working as one 1.1.1 User Store locations 1.1.2 PKI layout 1.1.3 Layer 2/layer 3 new network 1.2 Define Use Case Scenarios 1.2.1 Static Use Cases 1.2.1.2 Remote users 1.2.1.2 Contractors 1.2.1.3 Employees 1.2.1.4 Network Device policies 1.2.1.5 Guest 1.2.1.6 Facilities devices (such as lighting, HVAC management, Etc.) 1.2.2 Dynamic Use Cases 1.2.2.1 administered 1.2.2.2 Self-registered 1.2.2.3 Ad-hoc 1.3 Development and mapping of Use Case Scenarios to Policy Flows 1.3.1 Document Policy Flow mappings for each Use Case Scenario 1.3.2 Build use case validation process for DVIP 2 Identify Cisco's recommended version of software for ISE 3 Overall Design Document 3.1 Inventory of AD changes/Security groups 3.2 Microsoft AD components will play a central role in the support of the new network and in provisioning the security profiles to the logical networks. A description of the required changes in structure and configuration of the existing City of Carlsbad AD will be needed to ensure the configurations can be implemented as required by the network. This section should be developed in close consultation with the City of Carlsbad IT staff to ensure unplanned outages to existing services and functionality are not incurred. 3.3 Inventory of current applicable network security functions will need to be identified and designed for the SD-Access environment. This may require reviewing the current ACL and firewall policies that are segmenting the existing legacy network. 4 Create a test and validation plan for integrating ISE with DNA Center & Stealthwatch 5 Technical review and customer sign off for ISE DVIP components Cisco Stealthwatch Tasks and Activities 6 Determine IP addressing for Stealthwatch Management Center (SMC) & Flow Collector 7 Identify Cisco's recommended version of software for Stealthwatch 8 Determine required host group structure 9 Identify required alarm tuning 10 Detail required automation policies 11 Define required custom reporting 12 Determine required ETA and Flexible Netflow (FNF) configurations on Catalyst 9k switches 13 Validate required internet accessibility for Integration of Cognitive Intelligence and Stealthwatch for ETA 14 Create a test and validation plan for integrating Stealthwatch & ETA 15 Technical review and customer sign off for Stealthwatch DVIP components Cisco DNA Center, Catalyst 9k & Wireless City of Carlsbad November 13, 2019 Page 20 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 75 of 114 Ei=ISLOGICALIS Busines.~ and technology working as one Tasks and Activities 16 Gather existing internet edge information 17 Identify Cisco's recommended versions of software for DNA-Center, Catalyst switching and WLC software for SD-Access 18 Develop new IP addressing space for SD-Access 18.1 Shared Services Networks for ISE, DNA-C and NTP 18.2 L3 Underlay Network 18.3 Guest User Network 18.4 LAN Automation Network 18.5 DNAC Services Network 18.6 Cluster Services Network 18. 7 LAN User Networks 19 Gather Addresses, building names & floors required for DNA Center network site profiles 20 Identify DNS, DHCP and AD servers 21 Identify required Multicast services to be run in the SD-Access fabric 22 Determine AP naming convention & gather existing locations 23 Determine required wireless SSID's and authentication types 24 Determine any guest wireless portal requirements 25 Create a test and validation plan for integrating Stealthwatch & ETA 26 Technical review and customer sign off for DNA Center, Cat9k & Wireless DVIP components Cisco ISE Tasks and Activities 27 Build Lab ISE VM in standalone mode (All personas on same VM) with requirements from the design phase 27.1 Install (1) ISE VMs with Cisco recommended ISE release 27.2 Install licenses from Starter kit 27.3 Build individual ISE Policies for each defined Use Case Policy Flow 27.4 Configure connections to external Identity stores & CA's 27.5 Configure Authentication & Authorization policies 27.6 Configure profiling policies 27.7 Configure guest portals 27.8 Integrate Lab Cat 9300 switches for 802.1 x 27.9 Deploy 802.1x monitoring and calibration (pre-production) 27.10 Deploy wired ISE in monitor mode 27 .11 Validate working operation of policies and use cases defined in the design phase 27 .12 Remediate denied devices in monitor mode 27.13 Set up pxGrid service for DNA-Center lab integration 28 Build Production ISE VM's in Distributed Mode (3 distributed persona's) with requirements from the design phase 28.1 Install (4) Medium ISE VM's built on Hyperflex with Cisco recommended ISE release 28.2 Persona's: (2) Admin Nodes (PAN) & Monitor Nodes (MNT), (2) Policy Services Nodes (PSN) 28.3 Apply ISE Base, ISE Plus & TACACS Admin Licenses 28.4 Build individual ISE Policies for each defined Use Case Policy Flow 28.5 Configure connections to external Identity stores and CA's 28.6 Configure Authentication & Authorization policies 28. 7 Configure profiling policies City of Carlsbad November 13, 2019 Page 21 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 76 of 114 28.8 Configure guest portals 28.9 Configure TACACS for device authentication 28.10 Set up pxGrid service for DNA-Center production integration Cisco Stealthwatch Tasks and Activities 9=s LOGICALIS Business and technology working as one 29 Install Stealthwatch SMC & Flow Collector VM's built on Hyperflex with Cisco's recommended release 30 Configure required IP addressing, DNS, NTP and SNMP values 31 Install required flow licenses 32 Configure required host group structure 33 Configure required alarm tuning 34 Configure required automation policies 35 Configure required custom reporting 36 Configure integration with ISE via pxGrid 37 Configure integration of Cognitive Intelligence for ETA 38 Configure Netflow and ETA configurations on all new Catalyst 9k switches managed by DNA-Center Cisco DNA Center, Catalyst 9k & Wireless Tasks and Activities 39 Lab DNA Center 39.1 Rack, cable, power and install (1) DNA Center appliance 39.2 Install Cisco recommended release of DNA Center 39.3 Apply required DNA device licenses 39.4 Integrate with lab ISE through REST APl's 39.5 Configure Design Workflow 39.5.1 Configure Global device settings 39.5.2 Configure Network site profiles 39.5.3 Configure DNS/DHCP/IP addressing 39.5.4 Configure Software image management 39.5.5 Configure PnP 39.5.6 Configure User Access 39.6 Configure Policy Workflow 39.6.1 Virtual Networks (VN's) 39.6.2 Endpoint assignment to VN's 39.6.3 Policy contract definitions 39.7 Configure Provision Workflow 39. 7 .1 Provision fabric domains 39.7.2 Provision Control Plane & Fabric Border Node 39.7.3 Provision Edge Node 39. 7 .4 Provision external connectivity 39.8 Leverage City of Carlsbad test machines to validate successful IP reachability through the lab SD-Access environment 39.9 Leverage City of Carlsbad test machines to demonstrate proper ISE policy utilization in the lab environment 40 Production DNA Center 40.1 Rack, cable, power and install (3) DNA Center appliances in HA configuration 40.2 Install Cisco recommended release of DNA Center 40.3 Apply required DNA device licenses City of Carlsbad November 13, 2019 Page 22 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 77 of 114 9=18 LOGICALIS Business and technology working as one 40.4 Integrate with production ISE through REST APl's 40.5 Configure Design Workflow 40.5.1 Configure Global device settings 40.5.2 Configure Network site profiles 40.5.3 Configure DNS/DHCP/IP addressing 40.5.4 Configure Software image management 40.5.5 Configure PnP 40.5.6 Configure User Access 40.6 Configure Policy Workflow 40.6.1 Virtual Networks (VN's) 40.6.2 Endpoint assignment to VN's 40.6.3 Policy contract definitions 40.7 Configure Provision Workflow 40. 7 .1 Provision fabric domains 40.7.2 Provision Control Plane & Fabric Border Nodes 40.7.3 Provision Edge Nodes 40.7.4 Provision Fabric enabled Wireless controllers & AP's 40.7.5 Provision external connectivity 40.8 Apply Telemetry configurations to devices to allow monitoring through DNA Assurance Workflow 41 Catalyst 9k 41.1 Rack, Uplink and power Catalyst 9k hardware based on the DVIP 41.2 Validate reachability and provision switches from Cisco DNA Center 41.3 Validate Cisco's recommended Software images are pushed to DNA managed Cat9k's 41.4 Validate required Netflow and ETA configurations are applied to the Cat9K's for proper Stealthwatch integration 41.5 Validate required Multicast configurations are applied to the Cat9k's for proper AV/Multicast integration 41.6 Validate required 802.1 x configurations are applied to the Cat9k's for proper ISE integration 41. 7 Validate required external Layer-3 peering between SD-Access fabric and legacy network for reachability during deploy phase 42 Wireless 42.1 Rack, cable and power Cisco 9800 Wireless LAN Controllers 42.2 Install WLC's with Cisco's recommended software release for SD-Access 42.3 Configure (2) WLC's in HA per DVIP 42.4 Install any required licenses 42.5 Migration of the existing 5508 Wireless LAN Controllers to the new 9800 Wireless LAN Controllers. 42.6 Migrate and provision the existing (106) 3802 AP's to the new controllers. 42.7 Scan & provision all new 9120AX AP's (60) purchased for the project 42.8 Upgrade firmware on all (166) Wireless AP's. 42.9 Configure & validate Wireless LAN controllers peering via Fabric Border Nodes 42.10 Configure Fabric enabled SSID's per DVIP 42.11 Validate Fabric enabled AP's are recognized by fabric edge node Deploy Cisco ISE Tasks and Activities City of Carlsbad November 13, 2019 Page 23 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 78 of 114 ~LOGICALIS Business and technology working as one 43 Integrate and Validate Fabric Enabled WLC's 44 Integrate and Validate all new and existing Catalyst 9k switches for 802.1 x. 45 Deploy 802.1 x monitoring and calibration (pre-production) Approx 75 46 Deploy wired ISE in monitor mode 47 Deploy wireless ISE in low impact mode 48 Remediate denied devices in monitor mode 49 Remediate denied 802.1x compliant devices in monitor mode 50 Remediate denied non-802.1 x devices in monitor mode 51 Configure required AD object/groups/MAC addresses for static use case devices such as IP cameras, lighting and HVAC management 52 Validate working operation of policies and use cases defined in the design phase Cisco Stealthwatch 53 Tasks and Activities 54 Review traffic flow data in SMC prior to activation of policies using two weeks of throughput 55 Validate flows being received and generation of traffic statistics 56 Perform a Crypto audit to validate working operation of Stealthwatch analyzing https traffic 57 Enforce policies through ISE integration if desired 58 Generate reporting based on traffic flows 59 Validate dashboards and reports are operable Cisco DNA Center, Catalyst 9k & Wireless Tasks and Activities 60 Production DNA Center 61 Validate the Design, Policy and Provision workflows are working properly 62 Validate fabric enabled devices are monitored properly through DNA Assurance 63 Catalyst 9k 63.1 Physically patch new cables to new Cat9k's per Cabling matrix and DVIP leveraging existing wire management after normal business hours 63.2 Physically remove decommissioned closet switches and copper patch cables 63.3 Validate wired network connectivity, Internet and application access are properly working 64 Wireless 64.1 Validate fabric enabled wireless registration 64.2 Validate required fabric enabled SSID's are broadcast properly 64.3 Validate wireless network connectivity, Internet and application access are properly working Support 65 Provide up to (8) hours next business day support following a normal cutover event 66 Provide up to (16) hours (next business day support) in (5) larger/more critical areas that City of Carlsbad identifies in the project design/plan phase. 67 Knowledge Transfer -Complete (16) hours of system admin knowledge transfer including content creation City of Carlsbad Responsibilities 68 Provide required network and physical access 69 Provide adequate storage of all equipment 70 Provide staging area with adequate bench space, power and connectivity 71 Provide new copper and fiber patch cables for the project Page 24 Logicalis, Inc. City of Carlsbad November 13, 2019 Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 79 of 114 72 Provide required internal communications and change controls 73 Approve Logicalis validation and implementation plan 74 Provide existing vCenter (minimum 6.5) environment 75 Provide test machines for SD-Access lab environment 76 Provide building diagrams of existing AP placement 919 LOGICALIS Business and technology working as one 77 Provide any necessary server hardware and storage resources required for the ISE Virtual Machines Assumptions 78 This quote is based on 1000 Devices, 1500 users, 75 Network Switches, and 166 Wireless Access Points 79 City will Provide Server and Storage resources for the ISE and Stealthwatch Virtual Machines 80 The DNA SDA is predicated on the completion of the DWDM Project 81 ISE Posturing is not included in this project Project Management The assigned Logicalis Project Manager will be responsible for providing the following services: Project Management (High Rigor) Planning • Project kick-off call agenda & notes • Project kick-off call facilitation • Identify project team and define roles & responsibilities • Resource Scheduling • Project Work Breakdown Structure (WBS) & Gantt creation • Project Workbook, consisting of: 1. Delivery Team Contact Information 2. Project RASIC Chart 3. Project Communication Plan 4. Project Schedule 5. Project Issues & Actions Log 6. Project Change Request Log 7. Project Risk Register Log 8. Project Product Tracking Log Execution • Product tracking, if applicable • Project status call agenda & notes • Weekly project status call facilitation • Weekly project status report, consisting of: 1. Overall Health Status 2. Schedule, Risk & Budget Key Performance Indicator (KPI) Reporting 3. Percentage Complete 4. Project Phase 5. High Level Accomplishments 6. Current Activities/ Upcoming Activities 7. Past Due Activities 8. Project Issues 9. Financial & Hours Summary, applicable to T&M projects • Resource management & allocation City of Carlsbad November 13, 2019 Page 25 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 80 of 114 • Project WBS & milestone management • Project escalations Monitoring & Controlling • Project Deliverable review and delivery, as applicable • Scope management • Document Project Change Requests (PCRs), if applicable • Timeline & budget monitoring • Project performance measurement • Risk monitoring & management • Quality management Closing • Project closure call • Project Closure and Acceptance processing • Document lessons learned, as applicable City of Carlsbad November 13, 2019 Page 26 9=9 LOGICALIS Business and technology working as one Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 81 of 114 918 LOGICALIS Business and technology working as one Assumptions/ Customer Responsibilities DWDM Services -Customer Responsibilities • Provide (per site) fiber distribution panel (FOP) port assignments to be used for this project • Provide appropriate escorts, if needed, to gain access into the sites and show technicians where the FDPs are located that will be tested • Escorts should be available at each site on planned dates and times per the project plan • Resolve any and all fiber connectivity issues, or problems determined from testing results • Make available any personnel and/or access to Customer Site as necessary for Logicalis to perform testing • Provide Logicalis physical access to facilities, remote network access (e.g., via IPSec VPN), relevant network documentation, and device configurations • All Necessary racks and power to be provided and installed by customer • All cables and fiber within site will be run and terminated by customer • AC or DC power to be provided by customer and located in the same rack as equipment Network Services (ISE, Stealthwatch, SDA, Switching and Wireless) -City of Carlsbad Customer Responsibilities • Provide required network and physical access • Provide adequate storage of all equipment • Provide staging area with adequate bench space, power and connectivity • Provide new copper and fiber patch cables for the project • Provide required internal communications and change controls • Approve Logicalis validation and implementation plan • Provide existing vCenter (minimum 6.5) environment • Provide test machines for SD-Access lab environment • Provide building diagrams of existing AP placement • Provide any necessary server hardware and storage resources required for the ISE and Stealthwatch Virtual Machines Network Services (ISE, SDA, Switching and Wireless) -City of Carlsbad Assumptions • This quote is based on 1000 Devices, 1500 users, 75 Network Switches, and 106 Wireless Access Points • City of Carlsbad is responsible for the any hardware resources needed • The DNA SDA is predicated on the completion of the DWDM Project • ISE Posturing is not included City of Carlsbad November 13, 2019 Page 27 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 82 of 114 9=:SLOGICALIS Business and technology working as one Terms and Conditions Terms Applicable to All Sales 1. In the event Customer chooses to lease the Products and/or Services from a third party leasing company, Customer remains liable for payment to Logicalis for all Products and/or Services purchased until Logicalis receives payment from such leasing company. 2. All items not specifically included in this document are out of scope. 3. Prices are valid for 30 days from date of the document unless otherwise stated. 4. The information in this document is considered proprietary and confidential to Logicalis. By acceptance of this Quotation, Customer agrees to maintain this confidentiality and use such information for internal purposes only. Terms Applicable for Product Sales 1. The terms of the Terms and Conditions of Sale between City of Carlsbad and Logicalis, dated 10-02-2019, are incorporated herein by reference. 2. Any variation in quantity or requested delivery may result in price changes. 3. Prices are subject to change without notice in the event the Product's manufacturer/distributor changes the price to Logicalis. 4. Shipping and taxes are added at time of invoice. Shipping charges are subject to handling fees for specifying carriers and same day shipments. 5. Logicalis collaborates with the OEM/distributor to schedule delivery to Customer's loading dock; inside delivery is available upon request and may increase the cost of delivery. Terms Applicable for Services Sales 1. The terms of the Terms and Conditions of Sale between City of Carlsbad and Logicalis, dated 10-02-2019, are incorporated herein by reference. 2. General customer responsibilities, project assumptions, change management processes, and other terms applicable to the delivery and receipt of services (as applicable to this Quotation), found at us.logicalis.com/gcr, are incorporated herein by reference. 3. Travel expenses are included in the Services prices above. City of Carlsbad November 13, 2019 Page 28 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 83 of 114 9=8LOGICALIS Business and technology working as one Quotation Acceptance By signing below, the undersigned accepts this offer and confirms that he/she is authorized to purchase these items on behalf of Customer. This offer may be accepted by purchase order or other acknowledgement of acceptance, including, without limitation, by signing this document. Any reference to a Customer's Purchase Order or P.O. number does not indicate Logicalis' acceptance of terms and conditions referenced on/attached to any such P.O. Accepted By: l Logicalis, 11/4. ~I/ /J ~ Signature Signature ~~~twl~ 1Z u ~iv\ (.J;.rc, D..._ Printed Name Printed Name ~ ~~-A..NA-br~ '"?,of e~\OV\CA. \ Secv~c-e~ /J\r,rn00;e (" Title Title Cf;~jC) Date Date © 2019 Logicalis, Inc. All trademarks are acknowledged. All rights reserved. APP~jVE~~SORM Celif { G,tJ{, i Attorney By: __ ,:__--""'.~-:-:-:---- Asst/Deputy City Attorney City of Carlsbad, CA City of Carlsbad November 13, 2019 Page 29 Logicalis, Inc. Quotation# 2019-74903v2 Dec. 17, 2019 Item #21 Page 84 of 114 9=8LOGICALIS Business and technology working as one City of Carlsbad --DWDM Support Remote 1 year with NOC Managed Services 1 year Quotation # 2019-75409v 1 Prepared By Logicalis for: City of Carlsbad To the attention of: Joe Stephenson City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Tel: (760) 602-2789 Email: joe. stephenson@carlsbadca.gov November 04, 2019 Dec. 17, 2019 Item #21 Page 85 of 114 918 LOGICALIS Business and technology working as one Executive Summary Smarthands Support Remote 1 year with NOC Managed Services 1 year • Carlsbad would utilize the remote support for moves, adds, changes. • Carlsbad would be notified of an event by the NOC monitoring and Carlsbad would dispatch their own engineers to fix the problem with the guidance of remote support • Remote support is 1 year and NOC is 1 year Smarthands Support-Remote 1 Year (Block of hours) • 96 hours a year -no set monthly usage requirements however it's "use it or lose it", cannot roll year-to-year but can be adjust down or up in the subsequent renewal, if you choose to renew • This option is only availably yearly, it not offered for longer terms Network Operations Center (NOC) 24/7/365 • NOC and help desk that provides proactive monitoring, support and management of fiber optic networks and associated networking equipment • Incident Logging, Categorization, Prioritization, Initial diagnosis, Impact determination • 24x7 Service Desk -Calls, voicemails, emails, web portal requests • Incident Investigation -Tier 1, Tier 2 and Tier 3 support • Event monitoring -SNMP Traps, ICPM, event evaluation, correlation, acknowledgement, logging • Scheduled maintenance support -incident identification via email, call and web portal, email and client (and your client) updates • Change management -Monitoring RFC identification via email, call and web portal • NOC service set up -connectivity, trouble ticket system, NMS & EMS, Client portal, training City of Carlsbad November 04, 2019 Page 2 Logicalis, Inc. Quotation# 2019-75409v1 Dec. 17, 2019 Item #21 Page 86 of 114 S=B LOGICALIS Business and technology working as one City of Carlsbad --DWDM Support Remote 1 year with NOC Managed Services 1 year Quotation # 2019-75409v 1 Customer Name & Address Logicalls Account Executive Joe Stephenson Lisa Waelde City of Carlsbad 391 N. Main Street, Suite 103 1635 Faraday Avenue Corona, CA 92880 Carlsbad, CA 92008 +1 9513932315 (760) 602-2789 lisa.waelde@us.logicalis.com joe.stephenson@carlsbadca.gov Bill To Address Ship to Address City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Quotation • · aron date December 20 2019 Item Qty Part Number Description Unit Price Products 1 12 KORE-MS-REMOTE Smarthands Support-Remote-(1 Year-96 $1 ,473.68 Hrs) 2 1 KORE-NOC NOC (1 Years) $37,389.47 3 1 KORE-NOC NOC (one time set-up fee) $15,578.95 Products Subtotal This Quotation adheres to the pricing requirements of the NASPO ValuePoint #AR233 (1 4-19) Cisco Participating Addendum for CA #7-14-70-04 contract. Grand Total Products Subtotal: Grand Total: Extended Price $17,684.16 $37,389.47 $15,578.95 $70,652.58 $70,652.58 $70,652.58 City of Carlsbad November 04, 2019 Page4 Logicalis, Inc. Quotation# 2019-75409v1 Dec. 17, 2019 Item #21 Page 88 of 114 e9 LOGICALIS Business and technology working as one Terms and Conditions Terms Applicable to All Sales 1. In the event Customer chooses to lease the Products and/or Services from a third party leasing company, Customer remains liable for payment to Logicalis for all Products and/or Services purchased until Logicalis receives payment from such leasing company. 2. All items not specifically included in this document are out of scope. 3. Prices are valid for 30 days from date of the document unless otherwise stated. 4. The information in this document is considered proprietary and confidential to Logicalis. By acceptance of this Quotation, Customer agrees to maintain this confidentiality and use such information for internal purposes only. Terms Applicable for Product Sales 1. The terms of the Terms and Conditions of Sale between City of Carlsbad and Logicalis, dated 10-02-2019, are incorporated herein by reference. 2. Any variation in quantity or requested delivery may result in price changes. 3. Prices are subject to change without notice in the event the Product's manufacturer/distributor changes the price to Logicalis. 4. Shipping and taxes are added at time of invoice. Shipping charges are subject to handling fees for specifying carriers and same day shipments. 5. Logicalis collaborates with the OEM/distributor to schedule delivery to Customer's loading dock; inside delivery is available upon request and may increase the cost of delivery. City of Carlsbad November 04, 2019 Page 5 Logicalis, Inc. Quotation# 2019-75409v1 Dec. 17, 2019 Item #21 Page 89 of 114 Cisco Confidential ,II' ,I I I. CISCO End User Information Form Acceptance AS AN AUTHORIZED REPRESENTATIVE OF THE END USER, YOU REPRESENT THAT THE INFORMATION PROVIDED IN THIS FORM IS ACCURATE AS OF THE DATE OF YOUR SIGNATURE AND THAT THE ESTIMATE(S) ABOVE IS/ARE A GOOD FAITH ESTIMATE OF THE PRICING METERS (e.g., KNOWLEDGE WORKERS, SECURITY CONTENT USERS, DEVICES, AGENTS, and PORTS), AS APPLICABLE, TO THE EA SUITE(S) THAT YOU ARE PURCHASING. YOU UNDERSTAND THAT CISCO RELIES UPON THE ACCURACY OF THE INFORMATION PROVIDED IN THIS FORM TO PROVIDE A QUOTE TO YOUR RESELLER, TO LICENSE ITS SOFTWARE TO YOU, TO PROVIDE YOU WITH UPGRADES, AND TO PROVIDE TECHNICAL SUPPORT ON THE PRODUCTS INCLUDED IN THE EA SUITE(S). YOU ALSO UNDERSTAND THAT YOU ARE UNDER NO OBLIGATION TO PURCHASE BY COMPLETING THIS FORM. Full Legal Name of the Organization You Represent Name Title Date End User authorized representative signature © 2019 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. Dec. 17, 2019 Item #21 Page 94 of 114 Cisco Confidential t1lt,al1t CISCO You understand and agree that Cisco and Your Reseller rely on the information You provide in the EUIF as the basis for the quote provided to You . 7. Adding Additional Suites. Under your enrollment You may purchase additional Suites during the Term by providing Cisco or Your Reseller with a new EUIF signed by Your authorized representative and approved by Cisco. Any additional Suites You purchase under Your Cisco EA enrollment will co-terminate at the end of the Term. The purchase of additional Suites will not extend the Term. Additional Suites must be added a minimum of twelve (12) months before the end of the Term and will be subject to these Program Terms. 8. True Forward. Cisco uses a process to determine the fees due for accessing Software and Services under your enrollment in excess of the Initial Meter Count ("True Forward") unless otherwise stated in the Suite Description. If the Suite includes a growth allowance, then Your Initial Meter Count may be exceeded by the applicable growth allowance and You will not owe any True Forward fees until the growth allowance is exceeded. For the Software and Services included in Your initial purchase, Your Reseller (or Cisco, if the applicable Cisco EA is purchased directly from Cisco) will provide You with a "not to exceed" maximum unit price per meter for any True Forward fees that may be owed during the Term. A True Forward occurs: a) Annually on each anniversary of the Effective Date (if more than one purchased Suite includes a True Forward, then the first anniversary will apply to all purchased Suites); and b) At the end of the Term to account for any perpetual Software licenses accessed during the final year of the Term in excess of Your Initial Meter Count and which you have not already purchased under an earlier True Forward event. Further details on the True Forward process are included in the applicable Suite Descriptions. Cisco reserves the right to validate the meter count upon which a True Forward order is based. If You fail to pay any portion of the applicable True Forward fees when due and You fail to cure that payment breach within thirty (30) days' notice, Cisco may suspend access to additional Software and Services in the Suite and/or suspend Your and Your Participating Affiliates' access to the EA Workspace. 9. Support Services. Support Services are included in the purchased Suites under your enrollment, and additional Support Services may be available for an additional fee, as indicated in the applicable Suite Description. At each True Forward event, Support Services are charged as follows: (i) for term-based Software and Cloud Services, Your True Forward fees will include Support Services to the end of the Term; and (i i) for perpetual Software licenses, Your Support Services fees are charged separately, with the applicable fees being pro-rated from the date Cisco processes Your True Forward order to the end of the Term. 10. Term & Termination. The duration of the Cisco EA will be included in the quote from Your Reseller (or Cisco, if the Cisco EA is being purchased directly from Cisco) ("Term"). For each Suite, the effective date of these Program Terms is the date when Cisco makes the Software available for download or available for You and Your Participating Affiliates to use ("Effective Date"). The Term commences on the earliest Effective Date of the first Suite that You purchase . All Cloud Services subscriptions and Support Services are term,-based and will begin on the applicable Effective Date and continue until the end of the Term. The Suite Descriptions indicate whether © 2019 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. Dec. 17, 2019 Item #21 Page 97 of 114 Cisco Confidential .. ,,.,, .. CISCO a Software license is a term-based license or perpetual license; term-based Software subscriptions begin on the applicable Effective Date and continue until the end of the Term and perpetual Software begins on the applicable Effective Date, with no termination by Cisco (provided that you comply with the conditions of use set forth in the EULA). If a party materially breaches the Program Terms (including failure to pay required fees) and does not cure that breach within thirty (30) days' notice, the non-breaching party may terminate these Program Terms for cause ("Termination"). At the end of the Term or upon Termination: a) You or Your Participating Affiliates, as applicable, may continue to use any perpetual Software licenses, in accordance with the terms of the EULA, that You or Your Participating Affiliates have accessed and paid. for as of the end of the Term; and b) All Services and term-based Software licenses terminate; and c) The following rights of You and Your Participating Affiliates terminate:(i) the right to receive Support Services, (ii) the right to add additional licenses or downloads of Software, (iii) the right to activate additional Software licenses or access Cloud Services; d) You and Your Participating Affiliates' access to the EA Workspace terminates; and e) You and Your Participating Affiliates must destroy any product activation keys (PAKs) not in use and must convert Cisco EA PAKs used during the Term to non-Cisco EA PAKs provided by Cisco. 11. Participating Affiliates. You are responsible for the compliance of any Participating Affiliates under these Program Terms. In the event there is a change to Your list of Participating Affiliates, You must notify Cisco by sending an email to: ela-affiliate-update@cisco.com, with the following information: Your name, the names of the relevant Affiliates and the then-current quantity of Employees and Contractors, Devices, or other applicable meter for such entities. Such notification shall be provided at either the next True Forward Event (if applicable) or within six (6) months of such change becoming effective, whichever occurs first. 12. Prior Purchases & Combined Discounts. The Cisco EA does not apply to and will not modify the terms of purchases of Cisco software, products or services made by You or Your Participating Affiliates prior to the Effective Date. The pricing, discounts, and other incentives offered as part of the Cisco EA may not be combined with any other price reductions, additional discounts, promotional pricing, rebates, credits, trade-in or other pricing programs or incentives Cisco may offer during the Term. 13. Internal Use Only. You and Your Participating Affiliates may use purchased Suites under your enrollment solely for Your internal business operations and not for any activities in which You or Your Participating Affiliates (i) provide third parties with access to the purchased Suites, including without limitation, as part of a service bureau, outsourcing, hosting, managed or any other provisioned service, or (ii) act as a reseller. 14. Delivery & Tax. Cisco will make electronically delivered Software available to You and Your Participating Affiliates in the transaction country of record and You are responsible for distributing such Software across Your organization. Software delivered on newly purchased Cisco hardware will be made available to You and Your Participating Affiliates at the address provided with the purchase order for the Cisco hardware, and for any such purchases of Cisco hardware You must use the Smart Account assigned to You by Cisco during the setup of Your Cisco EA. Usage of this Smart Account will ensure that EA-covered Software is priced appropriately. To the extent Software is delivered on Cisco hardware, Your tax or customs duty obligations for such hardware © 2019 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. Dec. 17, 2019 Item #21 Page 98 of 114 Cisco Confidential ·"'""· CISCO may be inclusive of the value of the Software. Therefore, for importation purposes, the value indicated on importation documents may be higher than the transaction price of the hardware purchase. 15. No Assignment and Transfer. You and Your Participating Affiliates may not assign or transfer any rights, or obligations under these Program Terms, including by written agreement, merger, consolidation, divestiture, operation of law, or otherwise (including under Cisco's Software Transfer and Relicensing Policy), except with Cisco;s prior written consent, such consent not to be unreasonably withheld. 16. Export. Cisco Software and Services are subject to local and extraterritorial export control laws and regulations. You, Your Participating Affiliates, and Cisco will comply with such laws and regulations governing use, export, re-export, and transfer of the Software and Services and will obtain all required local and extraterritorial authorizations, permits or licenses. The export obligations under this clause shall survive the expiration or termination of these Program Terms. 17. End of Life Policy. Cisco reserves the right to end of life any Software or Services in any Suite during the Term, consistent with Cisco's standard End of Life Policy, provided that the End of Life Policy does not modify Cisco's obligations under these Program Terms. 18. Verification. Upon reasonable request from Cisco, You will assist and make information available to Cisco to facilitate verification of the number of Services or Software licenses that You and Your Participating Affiliates have installed, accessed, deployed, or activated. In the event that Cisco's verification determines that You and Your Participating Affiliates have accessed Software or Services that You have not paid for, then You will be obligated to pay in accordance with Section 6 ("End User Information Form; Payment Obligations"). 19. Supplemental Terms; Order of Precedence. Supplemental terms govern the Software and Services in the purchased Suite and will be identified in the applicable Suite Description. Software is governed by the Cisco End User License Agreement ("EULA") and any applicable supplemental end user license agreements ("SEULAs"). Cloud Services are governed by the Cisco Universal Cloud Agreement ("UCA") and any applicable offer descriptions. Support Services are governed by the applicable Service Descriptions. All supplemental terms are publicly available at www.Cisco.com. The Program Terms and applicable Suite Description take precedence in the event of a conflict with any of these supplemental terms. © 2019 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. Dec. 17, 2019 Item #21 Page 99 of 114 Cisco Confidential .. I If I I .. CISCO Exhibit A: Definitions The following definitions apply to the EA Program Terms and all Suites purchased under the Cisco EA. "Affiliate" means any entity that one of us controls or controls one of us. "Control" means that entity (a) directly or indirectly owns more than 50% of one of us; or (b) has the ability to direct the affairs of one of us through any lawful means (e.g., a contract that allows control). "Cisco" means Cisco Systems, Inc. or its applicable Affiliate offering the Program Terms. "Cloud Services" means the Cisco hosted software-as-a-service included in Your purchased Suite and governed by the Cisco UCA and any applicable Cisco offer descriptions. "Contractors" means non-Employees who (i) work on Your or Your Participating Affiliates' behalf, (ii) whose work is under Your or Your Participating Affiliates' control or supervision pursuant to a consulting, staffing or other similar written contract, and (iii) have access to Your or Your Participating Affiliates' systems or networks in the ordinary course of providing their services to You or Your Participating Affiliates. "Devices" means computing, networking, or communications devices capable of running the Software or browser plug-ins associated with the Software, and which are owned or controlled by You or Your Participating Affiliates, as applicable. "Employees" means full or part-time employees of You or Your Participating Affiliates, as applicable. "End User", "You" or "Your" mean the final purchasing entity as identified on the EUIF. "Participating Affiliates" means: (i) those Affiliates that are included in Your EUIF and for which You have paid the appropriate fee(s) to be included in this Cisco EA or You form with existing assets and employees transferred only from such Affiliates or (ii) those Affiliates that You acquire and add to the list of Participating Affiliates under the process set out in these Program Terms. "Reseller" means the reseller authorized by Cisco to resell Suites under the Cisco EA. "Smart Account" means the license management account provided to You by Cisco. "Service Description" means the terms and conditions for the applicable Support Services. "Services" means Cloud Services and Support Services included in Your purchased Suite. "Software" means the Cisco software included in Your purchased Suite and governed by the Cisco EULA and any applicable Cisco SEULAs. "Support Services" means the maintenance, technical support or other support services You have chosen for Your Suite. © 2019 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. Dec. 17, 2019 Item #21 Page 100 of 114 Cisco Confidential Exhibit B: Suite Descriptions © 2019 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. .. , •. a1,, CISCO Dec. 17, 2019 Item #21 Page 101 of 114 Cisco Confidential True Forward Method ·"·••It• CISCO Your True Forward order will be based on unpaid for Software and Services (as measured by the meter(s) listed in the tables above) that You or Your Participating Affiliates access in excess of Your initial purchase. To determine yourTrue Forward order, Cisco will use the EA Workspace as described in the Program Terms. Outsourcing If You and Your Participating Affiliates choose to outsource the operation, support and maintenance of your network to a third-party outsourcing company or managed service provider, the Suite may not be deployed on or used for hardware products owned or leased by the outsourcer/managed service provider. The Suite can only be deployed or used on Devices owned or controlled by You and Your Participatjng Affiliates. © 2019 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information Dec. 17, 2019 Item #21 Page 103 of 114 Cisco Confidential .. , ... , .. CISCO Growth Allowance and Initial Growth Cap There is no growth allowance included in this Suite. During the first six (6) months of the Term, if the meter count exceeds more than one hundred and five percent (105%) of the Initial Meter Count identified in the EUIF ("Initial Growth Cap"), Cisco reserves the right to immediately adjust the scope of the Cisco EA by the amount of the Initial Growth Cap plus the overage. These additional corresponding fees are payable immediately and will cover the period beginning at the time of the overage through the remainder of the Term. True Forward Method Your True Forward order will be based on unpaid for Software and Services (as measured by the meter(s) listed in the tables above) that You or Your Participating Affiliates access in excess of Your i11itial purchase. To determine your True Forward order, Cisco will use the EA Workspace as described in the Program Terms. Outsourcing If You and Your Participating Affiliates choose to outsource the operation, support and maintenance of your network to a third-party outsourcing company or managed service provider, the Suite may not be deployed on or used for hardware products owned or leased by the outsourcer/managed service provider. The Suite can only be deployed or used on Devices owned or controlled by You and Your Participating Affiliates. © 2019 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. Dec. 17, 2019 Item #21 Page 105 of 114 The city needs a robust digital network to develop a unified communication system and provide improved services to residents. Such a network would also provide the digital connectivity needed to continue to make technology driven improvements to other elements of the city's infrastructure. Fiscal Analysis This is an informational report only, so there is no fiscal impact from this item. Next Steps A second presentation on this topic will offer the City Council a proposed solution that staff believes would give Carlsbad the information technology infrastructure the city needs to achieve its digital goals. Environmental Evaluation (CEQA) Pursuant to Public Resources Code Section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. Public Notification and Outreach This item was noticed in accordance with the Ralph M. Brown Act and was available for public viewing and review at least 72 hours prior to scheduled meeting date . . Exhibits None Nov. 19,2019 Item #17 Page 2 of 2 Dec. 17, 2019 Item #21 Page 108 of 114 Memorandum November 12, 2019 To: From: Via: Cheryl Gerhardt, Purchasing Officer Joe Stephenson, IT Operations Manager Maria Callander, IT Director {city of Carlsbad Re: Approve the exemption of competitive bidding and authorize sole source contract with Crown Castle Fiber, LLC. Dear Cheryl, The city entered into a license agreement with Crown Castle Fiber, LLC. In 2017 to allow Crown Castle the ability to install equipment on municipal facilities. Language in that agreement allows the city to have access to four to six strands of fiber-optic assets for city use. In order to make use of this asset, the city must enter into additional agreements with Crown Castle. Because the nature of this existing agreement with Crown Castle provides the city with an asset that would not be available via any type of competitive bid, I believe sole-sourcing Crown Castle Dark Fiber and Internet services would be in best interest of the city pursuant to Municipal Code section 3.28.ll0(B) and (N). Information Technology Department 1635 Faraday Ave I Carlsbad, CA 92008 I 760-602-2450 t Dec. 17, 2019 Item #21 Page 109 of 114 Gerhardt Nov. 12, 2019 Page 2 Thank you for your consideration. Please let me know if I can answer any further questions. JS:bg Approval for Exemption CC: Maria Callander, IT Department Director Walter Chung, Deputy City Attorney Brent Gerber, Senior Management Analyst Shea Sainz, Senior Contract Administrator Dec. 17, 2019 Item #21 Page 110 of 114 Memorandum November 12, 2019 To: From: Via: Cheryl Gerhardt, Purchasing Officer Joe Stephenson, IT Operations Manager Maria Callander, IT Director b)'-h,~ t+ ~ {city of Carlsbad Re: Approve the exemption of competitive bidding and authorize sole source contract with Magellan Advisors, LLC. Dear Cheryl, The city entered into a contract with Magellan Advisors on September 17, 2018. Pursuant to that contract, Magellan Advisors was and is providing broadband consulting services to the city for the implementation of a new fiber-optic network. As the city begins work on implementing the network that Magellan has been consulting on, staff would like to retain Magellan for project management services. Because Magellan Advisors has been involved in this project from inception and already has a very good understanding of the goals of the project, I believe sole-sourcing Magellan Advisors would be in best interest of the city pursuant to Municipal Code section 3.28.llO(B) and (N). Information Technology Department 1635 Faraday Ave I Carlsbad, CA 92008 I 760-602-2450 t Dec. 17, 2019 Item #21 Page 111 of 114 Gerhardt Nov.12,2019 Page 2 Thank you for your consideration. Please let me know if I can answer any further questions. JS:bg Approval for Exemption Cbz-t,f .l10:)]e1_;( d/ Cheryl Ge~ :dt, Purchasing Officer CC: Maria Callander, IT Department Director Walter Chung, Deputy City Attorney Brent Gerber, Senior Management Analyst Shea Sainz, Senior Contract Administrator Dec. 17, 2019 Item #21 Page 112 of 114 Memorandum November 12, 2019 To: From: Via: Cheryl Gerhardt, Purchasing Officer Joe Stephenson, IT Operations Manager Maria Callander, IT Director {city of Carlsbad Re: Approve the cooperative use of the NASPO ValuePoint agreement with Logicalis, LLC. Dear Cheryl, The IT Department would like to cooperatively use the NASPO ValuePoint Master Agreement #AR233 (14-19} and Cisco Participating Addendum CA #7-14-70-04 contract with Logicalis, LLC to provide for the purchase of Cisco networking products as well as implementation and support services. This request is in the best interest of the City of Carlsbad as the city has standardized on Cisco networking hardware and Logicalis is a preferred vendor with Cisco. Additionally, Logical is has worked with the city on other past projects that provides them unique understanding of our systems and goals. Logicalis is a full-service vendor that provides for the procurement of software, hardware, licenses, support, maintenance and professional services for many of the IT Department's needs. By allowing the IT Department to contract with Logical is, the city will be able to expediently acquire the Cisco products and services that are required by city staff to implement new Cisco hardware and software. Information Technology Department 1635 Faraday Ave I Carlsbad, CA 92008 I 760-602-2450 t Dec. 17, 2019 Item #21 Page 113 of 114 Gerhardt Nov. 12, 2019 Page 2 · Thank you for your consideration. Please let me know if I can answer any further questions. JS:bg Approval for Exemption /Jlul/!f ~ Cheryl Gerhardt, Purchasing Officer CC: Maria Callander, IT Department Director Walter Chung, Deputy City Attorney Brent Gerber, Senior Management Analyst Shea Sainz, Senior Contract Administrator Dec. 17, 2019 Item #21 Page 114 of 114 Digital Information Networks Presentation and Approval of Agreements Maria Callander, Director, Information Technology Joe Stephenson, Operations Manager, Information Technology David Graham, Chief Innovation Officer December 17, 2019 Recommended actions Authorize the city manager to execute agreements for the development of a digital information network using a hybrid strategy leveraging third-party fiber-optic infrastructure with city-operated equipment. •Adopt a resolution authorizing the city manager to execute various license agreements and order forms with Crown Castle Fiber, LLC•Adopt a resolution authorizing the city manager to execute a professional services agreement with Magellan Advisors, LLC •Adopt a resolution authorizing the city manager to execute various purchase agreements for optical network equipment with maintenance and support for the digital information network from Logicalis Inc. City’s digital information network Carries data for •Internet access and email •City applications for payroll, administration •Public Wi-Fi at various city locations •Management of city utility infrastructure •Public safety •Other city operations The disconnected now connected •Water meters •Traffic signals •Crosswalk beacons •Park facilities •Backup generators •Irrigation systems •Building security Connected now more demanding •Increased demand on core network •New applications •Increased appetite from existing applications •More resident and visitor devices Current network •Slow speeds •Relatively high costs •Lengthy process to install new services •Reliability issues •Staff time, resources to augment provider Multiple Networks •Core operational network •Traffic management •Utilities SCADA Smart water meters •Public safety •Library Change in strategy Previous •Focus on immediate department demands •Fragmented approach, case-by-case solutions •Incremental purchase of capacity After assessment •Strategic approach •Focus on creating a network for all city needs •Connectivity for the near and long-term Goals •Improve reliability •Meet current needs •Provide capacity for anticipated needs •Foundation to eliminate unneeded redundant networks •Allow for cost-effective adoption of unanticipated new technology •Provide network and cost predictability Network options Three approaches 1.Lease the service 2.Build the infrastructure 3.Use existing infrastructure Option 1: Lease the service •Service provider owns infrastructure •City not responsible for installation, maintenance or operation •City lacks control over the network, cannot adapt it to meet city needs •Pays for connectivity and capacity/speed •Lack of network and cost predictability Option 2: Build the infrastructure •City installs fiber-optic cable to carry its data •Significant cost and time involved in infrastructure construction •City maintains cable infrastructure and network equipment •City operates the network increasing reliability and predictability Option 3: Use existing infrastructure •Access fiber already in place •City does not have to pay to install fiber- optic cable where it currently exists •Fiber-optic infrastructure provider pays for maintenance •City operates the network increasing reliability and predictability Comparison of options Leased Service •$715,000 a year •No cost control •100 Mbps •Poor reliability •Inadequate capacity •High cost •Lacks predictability City-built & operated •$4-$5M network equipment •$9-$10M fiber installation •10 Gbps per site •Improved reliability •Superior capacity •Lengthy installation of fiber infrastructure •City responsible for fiber maintenance •City responsible for network equipment and operations •Predictable City-managed •$4.5M network equipment •$396,000 new & out-of-scope •10 Gbps per site •Improved reliability •Superior capacity •$0.00 to use existing fiber infrastructure •City not responsible for fiber maintenance •City responsible for network equipment, operations •Predictable •Good value The opportunity Existing agreement with Crown Castle gives access to 4-6 strands •91% of the fiber needed is already in place throughout the city •With new equipment, fiber could be used to create a digital information network operated by the city Dec. 17, 2019 City Of Carlsbad DWDM Concept Oak Park ~ Mo~oe/Swm ~OGbp< &_ .........,lOGbps fire Station 1 ~ ~ lOGbps PrieParl</Sr.Ctr 0 ~10Gbps. DWDM Ring --------Direct Fiber Link w---lOGbp< ------~ Colelb,a,y ~ JOGbp< ~ UC lOGbps C""sbadV~lageOrive ~ Carlsbad Blvd Faraday Primary DC 10Gbps I-lOGbps Calavera lGbps ~ --~ ::~~- IDG~ IDGbp< ~Carilo ~# /2::•:~ lOGbp< --~ ~ --.., ~ "'" ~ lOGbp< --~ CMWO Saf .tt,t ------~ 200Gbps ------Palomar Airpon Road lOGbps -. & .....a...~~~------.-n EICam~Rsl Rancho s.atw.e Fe Drive ~~~···~ / __i.::J Stageooach 10Gbps ~ - 9M~es IO Gbps II ~ Aviara 10Gbps lOGbps -[!;] Alga JOGb~ F.-e Station 2 IDGbp<~ F.-eStatioo6 Creating the network •City will access existing fiber at no cost •Crown Castle will install remaining fiber to complete the network which we will lease •Purchase and operate equipment create the digital information network •Project will take 12-18 months Faster is better Current versus proposed •Current: 100 megabits per second •Fiber-optic systems: 10 gigabits per second Faster is better Download a 4K movie on current network •City Hall 1 hour •Senior Center 1.5 hours •Calavera & Stagecoach 5 hours •Fire stations 24 hours Faster is better Download a 4K movie on future network •All city locations 60 seconds The benefits •Greatly improved reliability •Faster network speeds •Flexibility to adapt to changing needs, technology •Capacity to unify city systems, meet future needs •Good value for the city •Operational savings of $248,000 annually Proposed agreements and costs Crown Castle •Access to existing fiber: $0.00 •Leasing access to new and outside fiber: $324,000 a year •New internet service: $72,000 a year Proposed agreements and costs Magellan Advisors •Project management, $78,791 one-time cost Logicalis •Network equipment, software and maintenance $4.4 million one-time cost •Network technical assistance, $70,654 Summary of cost and savings Year 1 Year 2-5 Total Current leased service $ (715,000)$(3,575,000) New agreements Fiber lease & internet $ 396,000 $1,584,000 Technical assistance $ 70,653 $ 282,610_ TOTAL $ 466,653 $1,866,610 IT operating budget savings $ 248,347 $ 1,708,390 $1,956,737 Summary of cost and savings One-time costs Year 1 Years 2 -5 Network equipment $4,446,793 $ 0.00 Project management $ 78,791 $ 0.00___ TOTAL $4,525,584 $ 0.00 Recommended actions Authorize the city manager to execute agreements for the development of a digital information network using a hybrid strategy leveraging third-party fiber-optic infrastructure with city-operated equipment. •Adopt a resolution authorizing the city managerto execute various license agreements and order forms with Crown Castle Fiber, LLC •Adopt a resolution authorizing the city manager to execute a professional services agreement with Magellan Advisors, LLC •Adopt a resolution authorizing the city manager to execute various purchase agreements for optical network equipment with maintenance and support for the digital information network from Logicalis Inc. 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