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Home My WebLink AboutResolutions - 2011.02.17 - 10587MISCELLANEOUS RESOLUTION it 110 3 7 February 17, 2011 By: Finance Committee, Thomas F. Middleton, Chairperson IN RE: DEPARTMENT OF INFORMATION TECHNOLOGY — APPROVAL AND ACCEPTANCE OF LICENSE AGREEMENT WITH AIR ADVANTAGE FOR CO-LOCATION OF EQUIPMENT ON COUNTY- OWNED TOWERS IN ADDISON TOWNSHIP, INDEPENDENCE TOWNSHIP AND SPRINGFIELD TOWNSHIP To the Oakland County Board of Commissioners Chairperson, Ladies, and Gentlemen: WHEREAS the County of Oakland is the owner of a tower located in Addison Township with an address of 1000 Noble Road, Leonard, Michigan; and WHEREAS the County of Oakland is the owner of a tower located in Independence Township with an address of 6050 Flemmings Lake Road, Clarkston, Michigan; and WHEREAS the County of Oakland is the owner of a tower located in Springfield Township with an address of 10275 Dixie Highway, Davisburg, Michigan; and WHEREAS Air Advantage has requested a license to place equipment on the above-listed towers; and WHEREAS a License Agreement has been negotiated with Air Advantage; and WHEREAS the terms and conditions of the License Agreement provide: In exchange for collocations on three Oakland County towers, .Air Advantage will provide free wireless internet service hotspots in three downtowns, specifically the City of the Village of Clarkston, the Village of Holly, and the Village of Oxford under the Wireless Oakland initiative. The hotspot provided by Air Advantage will provide free wireless internet service that covers an area of approximately .25 to .4 mile radius from the location of the device. Air Advantage will maintain the equipment, provide help desk support, and develop and maintain a customized public portal for each hotspot. The service will be provided for the length of the contract which is five years with one automatic five year renewal; and WHEREAS the Departments of Information Technology and Corporation Counsel have reviewed and/or prepared all necessary documents related to the attached License Agreement and recommends it be approved. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves and authorizes the attached License Agreement and three addenda for placement of Air Advantage equipment on the above-listed County-Owned Towers between the County of Oakland and Air Advantage. BE IT FURTHER RESOLVED Air Advantage will be responsible for all costs including utility service and no additional costs will be incurred by the county for the co-location of this equipment on County owned towers, therefore no budget amendment is required. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby directs its Chairperson or his designee to execute the attached License Agreement and addenda and all other documents related to the License Agreement and addenda, which may be required. Chairperson, on behalf of the Finance Committee, I move for adoption of the foregoing resolution. FINANCE COMMITTEE FINANCE COMMITTEE Motion carried unanimously on a roll call vote. TELECOMMUNICATIONS LICENSE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND AIR ADVANTAGE, LLC THIS TELECOMMUNICATION LICENSE AGREEMENT ("Agreement") is entered into by and between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation ("Licensor"), 1200 North Telegraph, Pontiac, Michigan 48341 and Air Advantage, LLC, 465 N. Franklin Street, Suite C, Frankenmuth, Michigan 48734 ("Licensee") on . In this Agreement, either Licensor or Licensee may also be referred to individually as a "Party" or jointly as the 'Parties." INTRODUCTON Whereas, Licensor owns certain towers, facilities and real property ("collectively known as Sites") at which Licensee desires to install and maintain communications equipment ("collectively known as Equipment"); and Whereas, this Agreement will contain the general terms and conditions which will govern the Parties responsibilities; Whereas, the Parties will execute a separate Addendum to this Agreement for each Site where Licensee has located or desires to locate Equipment; Whereas, the Addendum shall be incorporated into this Agreement and shall set forth the specific terms and conditions for each Site, including location of equipment and type of equipment; and NOW THEREFORE, the Parties agree to the following terms and conditions: §1. GRANT OF LICENSE AND FEE PAYMENT REQUIREMENTS 1.1. Licensor grants Licensee, a revocable, subject to the terms set forth in Section 1.2., non-proprietary, non-exclusive license to access and place Licensee's Equipment on or at the Sites as fully described in each Addendum to this Agreement. Licensor and Licensee shall execute an Addendum for each Site at which Licensee locates it Equipment. Such Addendum or Addenda shall be fully incorporated into this Agreement. 1.2. This Agreement shall commence on ("Commencement Date") and end on the fifth (5th) anniversary of the Commencement Date, unless Master License Agreement 1 2 terminated and/or cancelled sooner pursuant to the terms of this Agreement ("Term"). If the Parties execute an Addendum after the execution of this Agreement, the same Term or Renewal Term shall apply to that Addendum. 1.3. This Agreement shall be automatically renewed for one (1) additional five (5) year period ("Renewal Term"), unless Licensee provides Licensor written notice of its intent not to renew this Agreement within ninety (90) days before the expiration of the Term. The terms and conditions of the Renewal Term shall be the same. The Renewal Term shall commence upon expiration of the Term and shall apply to all Addenda to this Agreement, no matter when executed. 1.4. In exchange for no license fee for placement of Licensee's Equipment on the Sites listed in the Addenda, Licensee shall provide a free wireless iriternet hotspot in the City of the Village of Clarkston, the Village of Holly, and the Village of Oxford. The hotspot provided by Licensee shall provide free wireless Internet service that covers an area of approximately .25 to .4 mile radius from the location of the device. The unit shall provide speeds of up to 2 MB per user. The actual range and speed of the wireless Internet service will vary based on obstructions, signal level, and type of network card. Licensee shall maintain the wireless Internet equipment, shall provide help desk support for the wireless internet service, and shall develop and maintain a customized public portal for each hotspot. §2. USE OF LICENSOR SITES 2.1. Licensee shall use the Sites, as set forth in each Addendum, for the installation, operation, and maintenance of its Equipment which shall transmit and receive Internet communications and uses incidental thereto and for no other uses. 2.2. Licensor may permit others to use other portions of the Sites. 2.3. Licensee shall be responsible for obtaining any utility service to Site that it desires. Licensee must have all utility work pre-approved by Licensor and all utility work performed by a contractor pre-approved by Licensor; such approval will not be unreasonably withheld. Licensee shall pay, when due, all of its utility charges for the Site. 2.4. Notwithstanding any other provision of this Agreement, if Licensee should cause any modifications, alterations, or changes to the Sites or make any installations, replacements or repairs to Equipment in violation of this Agreement or applicable law, then Licensor, in its sole discretion, may terminate and/or cancel that particular Addendum without notice. Licensee shall pay to Licensor all costs and expenses necessary to restore the Sites to the condition prior to those changes and Licensee shall pay to Licensor a service fee of Five Thousand and 00/100 Dollars ($5,000.00). Master License Agreement 2 2.5. All approvals that must be given by Licensor under this Agreement, shall be given by the Licensor's Radio Communications Department. §3. EQUiPMENT 3.1. Prior to installing any Equipment on or at the Sites, Licensee, at its own expense, shall have the Sites, specifically the tower, evaluated for load-bearing capacity and for the tower's ability to accept Licensee's Equipment without causing diminishment of the tower's structural integrity. Such evaluation shall be done by a contractor approved by the Licensor. Licensee shall provide a copy of the evaluation to Licensor at no cost. Prior to installing Equipment on the tower, Licensor may require Licensee at its expense to perform an interference study indicating whether Licensee's intended use will interfere with any existing communications equipment at the Site. 3.2. if the evaluation or study required by Section 3.1 indicate that the proposed Equipment or the additional or replacement Equipment will interfere with or affect the load-bearing capacity of the tower, will diminish the tower's structural integrity, or cause interference with any equipment already on the tower, then such Equipment shall not be installed and this Agreement may be terminated by Licensor, in its sole discretion, unless Licensor approves such installations in writing or may be terminated by Licensee. 33. Licensee shall install and maintain, at its sole cost and expense, all Equipment on or at the Sites in accordance with good engineering practices and in accordance with all applicable laws, regulations, rules and ordinances, including but not limited to, FCC rules and regulations. 3.4. Within thirty (30) days after the Commencement Date, Licensee shall provide Licensor with as-built drawings, which show the actual location of all Equipment and improvements consistent with each particular Addendum. Said drawings shall be accompanied by a complete and detailed inventory of all Equipment and personal property located on or at the Site. 3.5. Any damage done to the Sites during installation or during operation shall be repaired or replaced within ten (10) business days of written notice by Licensor at Licensee's expense and to Licensor's satisfaction. 3.6. Licensee may update or replace its Equipment located on or at any Site from time to time with the prior written approval of Licensor; consent will not be unreasonably withheld, provided that the replacement Equipment on or at the Site is not greater in number or size than the existing Equipment. Licensee shall submit to Licensor a detailed proposal for any such replacement Equipment and any supplemental materials as may be requested, for Licensor's evaluation and approval. Nothing contained herein shall limit Licensee's ability to change equipment located inside its equipment shelter. Licensee may not add Master License Agreement 3 additional Equipment or change the Equipment from that shown on each Addendum without the prior written approval of the Licensor. 3.7. Licensee's Equipment shall not cause interference with Licensor's equipment on or at the Sites, even though Licensee's Equipment was located on or at the Sites prior to Licensor's Equipment. Notwithstanding any other provision of this Agreement, if Licensee's Equipment causes such inference, Licensee shall, upon forty-eight (48) hours written notice from Licensor, cease transmitting on the frequencies or equipment causing the interference. Before Licensee commences transmitting on the frequencies or equipment causing the interference, Licensee shall demonstrate to Licensor's satisfaction that the interference is corrected and eliminated. If such interference is not corrected and eliminated within sixty (60) days, Licensor, in its sole discretion, may terminate and/or cancel this Agreement. 3.8. Licensee recognizes the potential for broadcast and electronic interference inherent in multiple uses of the Sites and the need to cooperate with each user in preventing the occurrence of interference and promptly eliminating it, if it occurs. 3.9. Licensor does not guarantee to Licensee subsequent noninterference with Licensee's equipment and communications operations, Licensor agrees that any subsequent licenses for collocation onto this Site will recognize Licensee's use as pre-existing. In the event any after-installed licensee equipment causes interference to another licensee's pre-existing use and after Licensee has been notified in writing of such interference, Licensee will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, powering down such equipment and later powering up such equipment for intermittent testing. 3.10. Any Equipment used by Licensee shall meet Licensor's requirements regarding the Sites. All transmitters shall be equipped with the appropriate isolators, cavities, filters, and/or other devices as deemed necessary by Licensor either at installation or within thirty (30) days after written notification by Licensor in order to minimize radiation, intermodulation, and/or other interference in conformance with generally accepted good engineering practices. Licensor assumes no liability for any actions or omissions pursuant to this Section. 3.11. All of Licensee's Equipment shall meet and be maintained at current R56 standards for lightning protection, surge protection, and grounding. 3.12. Licensee's Equipment will comply with all applicable current and future Federal communications Commission ("FCC"), Occupational Safety and Health Administration ("OSHA"), Michigan Occupational Safety & Health Administration ("MIOSHA") and Licensor's guidelines for human exposure to Electromagnetic Master License Agreement 4 5 Energy ("EMI") at the Sites at the controlled level. Licensee will provide Licensor with all relevant information necessary for mandatory placards via the Actual Documentation method, and will apprise Licensor of and relevant change in Equipment, frequency, or power throughout the term of the Agreement. Licensee shall provide the following information to Licensor: transmitter frequency by antenna mount, power out of transmitter, network loss between transmitter and antenna, antenna characteristics and specifications, antenna location and standoff, uptime characteristics, and layout of antenna field. All necessary measurements and placards shall be at the Licensee's expense. 3.13. Licensee shall provide Licensor with documentation of Licensee's EME Safety Plan and Procedures and shall provide documentation that all Licensee's employees or contractors who enter the Sites have been trained in EME awareness and Site standards prior to accessing the Site and retrained upon any revision of EME regulations. 3.14. Licensee's employees and contractors who enter the Sites shall obey all posted signs and shall wear personal RF monitors and personal protective equipment as required by law. 3.15. Equipment Maintenance. 3.15.1. Licensee shall, at its own expense, maintain any Equipment on or at the Sites in a safe condition, in good repair, in a manner suitable to Licensor, and so as not to conflict with the use of other entities located on or at the Sites. 3.15.2. Licensee shall have sole responsibility for the maintenance, repair, and security of its Equipment and personal property, and shall keep the same in good repair and condition during this Agreement. 3.15.3. Licensee shall keep the Sites free of debris and anything of a dangerous, noxious or offensive nature which would create a hazard or undue vibration, heat, noise, or interference. 3.15.4. Any installment, replacement, repair, or removal of any or all of Licensee's Equipment, including but not limited to, equipment cabinets, transmission lines, antennas, electrical service or meters, shall be performed by contractors approved by Licensor. Licensee shall be responsible for paying all charges related to installation, replacement, repair, or removal of any Equipment, 3.16. Before Licensee installs any Equipment on or at the Sites and at all times while the Licensee has any Equipment installed on or at the Sites, upon request by Licensor, Licensee shall furnish to the Licensor satisfactory evidence that Licensee has complied with all state, federal, or local laws, regulations, rules, and requirements that apply to the installation and operation of Licensee's Master License Agreement 5 6 Equipment. Upon request by Licensor, Licensee shall provide Licensor documentation that frequencies used at the Sites are lawfully licensed to Licensee by the FCC. 3.17. Licensor or its Agent shall have the right, at any time during this Agreement, to inspect Licensee's Equipment upon three (3) days written notice in order to ensure that Licensee is complying with the terms of this Agreement. Licensor shall also have the right to inspect Licensee's Equipment for the purposes of evaluating and testing for any interference problems. By signing this Agreement, Licensee acknowledges that Licensor has the right, either with or without prior notice or consent of Licensee, to admit officials of the FCC or any other governmental agency to the Sites for the purpose of inspection. §4. LIIVIITATIOK OF LIABILITY 4.1. This Agreement is made with the express understanding that whenever Licensor is required, whether prior to or during the term of this Agreement, and whether voluntary or required hereunder, to make any approval, representation, or requirement regarding Licensee's Equipment, including, but not limited to location, placement, compatibility, electromagnetic interference, repairs, replacements, modifications, or alterations thereto, THAT LICENSOR MAKES NO WARRANTY WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, IN LAW OR IN EQUITY. Licensee acknowledges that it is not relying on Licensor's skill or judgment and has not consulted with Licensor to select or furnish any of Licensee's Equipment. 4.2. There are absolutely no warranties made by Licensor relating to Licensee's Equipment or any replacements, repairs, modifications, or alterations of said Equipment. 4.3. Licensor shall have no liability to Licensee for any loss or damage due to personal injury, property damage, libel, slander or imperfect, defective or unsatisfactory communications experienced by Licensee. 4.4. Licensor shall not be liable to Licensee for any expenses or lost revenues associated with Licensee's failure to complete installation of its Equipment or for failure of Licensee's Equipment to be operational. 4.5. In no event shall the Licensor be liable to the Licensee for special, indirect, or consequential damages, including, but not limited to, lost profits, lost business, lost customers, damage to business reputation, or lost business opportunities in connection with this Agreement. DEFINITION OF CLAIMS AND AGENTS 5.1. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, fines, demands for relief or damages, suits, causes of action, Master License Agreement 6 §5. proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, . any amounts paid in settlement and/or any other amounts or liabilities of any kind whatsoever which are imposed on, incurred by or asserted against Licensor, and/or any Agent of Licensor, as defined below, or for which Licensor, and/or any Agent of Licensor may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential. 5.2. "Agent" or "Agents" shall be defined to include any of Licensor's elected officials, appointed officials, directors, board members, council members, commissioners, authorities, boards, committees, commissions, employees, departments, divisions, volunteers, representatives, and/or any such person's successor(s) (whether such persons act or acted in their personal representative or official capacities), and/or any person(s) acting by, through, under, or in concert with any of them, excluding Licensee and/or any of Licensee's Agents, independent contract professionals or employees. "Agent" or "Agents" shall also include any person who was an Agent of Licensor at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. §6. INSURANCE 6.1. Prior to the installation of Licensee's Equipment, and at all times during this Agreement, the Licensee, at its sole cost and expense, shall purchase and maintain the following insurance coverage(s) in the minimum amounts indicated and provide Licensor with appropriate certificates of insurance. 6.1.1. One Million and 00/100 Dollars ($1,000,000.00) combined single limit per occurrence, and Three Million and 00/100 Dollars ($3,000,000.00) annual aggregate Comprehensive General Liability, including broad form contractual coverage. These policies and/or protection(s) will provide that the Licensor, and/or any Licensor Agent, as defined in this Agreement, must be named as additional insured with respect to any Claim(s) as defined in this Agreement, or any Claim(s) arising out of this License Agreement, subject to standard policy provisions and exclusions. 6.1.2. Workers' Compensation as required by law: Coverage B - Employers' Liability in the minimum amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00). 6.1.3. One Million and 00/100 Dollars ($1,000,000.00) Combined Single Limit Automobile Liability, including coverage for hired and leased vehicles and owned and non-owned autos, with No-Fault coverage as required by law. Master License Agreement 7 If no vehicles are owned or leased by Licensor then non-owned and hired car coverage will be required in lieu of auto fleet coverage. 6.2. Licensee shall assure that all of its contractors, and/or any other agent serving Licensee under this Agreement, shall have the insurance coverage set forth in 6.2.1., 6.2.2., and 6.2.3. Licensee shall be responsible for obtaining certificates of insurance from its contractors and/or any other agent performing services for iirpncpe nn or At the Sites for review by Licensor, 6,2.1. Comprehensive General Liability, including broad form contractual coverage, of at least One Million and 00/100 Dollars ($1,000,000.00) per occurrence, One Million and 00/100 Dollars ($1,000,000.00) annual aggregate. 6.2.2. Workers' Compensation as required by law: Coverage B - Employers' Liability in the minimum amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00), 6.2.3, One Million and 00/100 Dollars ($1,000,000.00) Combined Single Limit Automobile Liability, including coverage for hired and leased vehicles, and owned and non-owned autos, with No-Fault coverage as required by law. If no vehicles are owned or leased by the agent, non-owned and hired car coverage will be required in lieu of auto fleet coverage. 6.3. All certificates of insurance provided by Licensee shall contain the following clauses: 6.3.1. "Any insurance coverage afforded the County, and/or any County Agent, and the additional insured shall apply as primary as relates to Licensee operations and not excess to any insurance issued in the name of the County, and/or any County Agent, or any of the additional insured in this respect." 6.4. Licensee shall provide Licensor at least thirty (30) days notice of cancellation of any policy for which certificates of insurance, bonds, or other required documents are provided to Licensor, ten (10) days notice shall apply to cancellations due to non-payment. These certificates must be provided to the Oakland County Risk Management & Safety Division no less than ten (10) working days after the Commencement Date of this License Agreement and at any time thereafter, upon reasonable request. 6.4.1. The insurance company(ies) issuing the policy or policies shall have no recourse against the County, and/or any County Agent, or the additional insured for payment of any premiums or for assessments under any form of policy. 6.4.2. Any and all deductibles and/or self-insured retention in the above- Master License Agreement 8 9 described insurance coverage shall be assumed by, and be for the account of, and at the sole risk of, the Licensee. §7. WAIVER OF SUBROGATION Each party to this Agreement mutually agrees to waive its right of subrogation against the other Party for first party losses covered by insurance for the Sites or its contents, including but not limited to, fire, lightning, vandalism, aircraft damage, and explosion. DEMNiFICATiON 8.1. The indemnification provision and insurance provisions of this Agreement with regard to any Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation and/or termination of this Agreement shall survive the cancellation and/or termination of this Agreement. 8.2. The Licensee agrees to save, indemnify, and hold harmless the Licensor and any Licensor Agent from and against any Claim(s), as defined in Paragraph 5.1, which are imposed upon, incurred by or asserted against the Licensor and any Licensor Agent, by any person and which are based upon, result from, arise from, or are in any way related to any alleged error, mistake, negligent or intentional act(s) or omission(s) of the Licensee and any of Licensee's agents, independent contractors, or employees. §9. DAMAGE OR DESTRUCTION OF THE SITE 9.1. If the Site or any portion thereof is altered, destroyed or damaged so as to materially hinder use of Licensee's Equipment, through no fault or negligence of Licensee, Licensee may elect to terminate this Agreement upon thirty (30) days written notice to Licensor. If Licensee chooses to terminate this Agreement, Licensee shall promptly remove the Equipment, if possible, from the Site. However, this License (and Licensee's obligation to pay License Fee) shall not terminate until Licensee's fulfillment of the obligations set forth in the preceding sentence, then at that time Licensee shall be entitled to the reimbursement of any License Fee prepaid by Licensee and the Agreement shall terminate. 9.2. During such period that the Site shall be unusable and Licensee chooses not to terminate this Agreement, Licensee, at its own expense and if possible, may relocate its operations to another location at the Site ("Temporary Site"), as mutually agreed by Licensor and Licensee. The Temporary Site shall not interfere with the operations of the Licensor or any of its programs. Once such relocation is complete, either temporary or permanent, the term "Site", as used in the Agreement, shall: (i) include the space to which Licensee has relocated its operations, and (ii) no longer include any portion of the original Site from which Licensee has removed its Equipment and operations. 9.3. Notwithstanding any other provision of this Agreement, if the Site or any portion thereof is altered, destroyed, or damaged, Licensor shall have no obligation to Master License Agreement 9 repair or replace the Site. The Licensor, in its sole discretion, will determine whether to repair or replace the Site. CANCELLATION AND/OR TERMINATION 10.1. Either Party may terminate and/or cancel this Agreement or any part thereof, at any time, for any reason upon one hundred and eighty (180) days notice to the other Party. The effective date for termination and/or cancellation shall be clearly stated in the notice. Provided, however, and notwithstanding anything to the contrary in this Agreement, Licensee may terminate and/or cancel this Agreement upon thirty (30) days written notice to Licensor should Licensee experience substantial and objectionable interference with Licensee's operations due to the installation of any equipment by any other party subsequent to the installation of Licensee's equipment. 10.2. Upon termination and/or cancellation of this Agreement, Licensee shall cause all Equipment on or at the Site to be removed by a contractor authorized by Licensor and at the time and manner approved by Licensor. Such removal shall take place no later than thirty (30) days after the date of termination and/or cancellation of this Agreement. If Licensee fails to remove the Equipment as required in this Paragraph, Licensor may remove the Equipment and charge the costs associated with the removal to the Licensee, 10.3. Upon termination and/or cancellation of this Agreement, Licensee at its expense, shall repair or cause to be repaired all damage to the Site caused by Licensee by a contractor authorized by Licensor and in a time and manner authorized by Licensor, except for normal wear and tear. 10.4. Licensee shall pay Licensor $15.00 per calendar day for holding over after termination and/or cancellation of this Agreement. 10.5. If the Licensor or Licensee terminates and/or cancels this Agreement, the terminating Party shall not be liable for any direct, indirect, special, or consequential damages including, but not limited to, future loss of income, profits, revenues, or any economic benefit the other Party may have realized but for the termination and/or cancellation. 10.6. The Licensor or Licensee shall not be obligated to pay a termination/cancellation fee if the Agreement is cancelled and/or terminated as provided in this License Agreement. §11. ASSIGNMENT AND SUBLETTING Licensee may not assign or otherwise transfer all or any part of its interest in this Agreement without the prior written consent of Licensor; provided, however, this Agreement may be sold, assigned, or transferred by Licensee without prior written consent of Licensor to the Licensee's principal, affiliates, subsidiaries of Master License Agreement 10 §10. 11.1. 11 its principal or to any entity which acquires all or substantially all of Licensee's assets or ownership interest by reason of a merger, acquisition, or other business reorganization. In the event, Licensee assigns its interest pursuant to the terms of the Agreement, Licensee shall provide Licensor written notice containing the assignee's full name, address, and the name of the assignee's contract administrator. 11.2. Licensor may assign this Agreement upon written notice to Licensee, subject to the assignee assuming all of Licensor's obligations herein. 11.3. The rights and obligations under this Agreement shall not be diminished in any manner by assignment by Licensee. Any assignment or transfer by Licensee must include a requirement that the assignee will comply with the rights and obligations contained in this Agreement. §12. ACCESS BY LICENSEE 12.1. While this Agreement is in force, Licensee shall have non-exclusive, continuous seven (7) days per week and twenty-four (24) hours a day access to Licensee's Equipment, provided that Licensee complies with all requirements established by the Licensor and does not interfere with any functions while on the Sites. 12.2. Licensee shall supply Licensor with a list of Licensee's subcontractors that will have access to Licensor's Sites. Such subcontractors shall carry with them at all times personal and employment identification while at the Sites. All individuals listed on Licensee's access list may be subject to security clearance by the Licensor, in its sole discretion, and may be denied access to Sites in the Licensor's sole discretion. 12.3. Licensee is solely responsible for all costs associated with access to the Sites outside normal business hours, including but not limited to, overtime wages for Licensor's employees and agents. Licensee shall promptly pay all costs upon invoice by Licensor. §13. ENVIRONMENTAL REQUIREMENTS Except as otherwise provided by law, and except for any back-up generator or fuel for such generator located at the Site, Licensee shall not bring onto the Sites any hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof), battery spillage or acid and battery byproducts and the vapor expulsion of toxic fumes from mishandling or improper care and maintenance of batteries and backup of power equipment, or utilize any underground storage tanks (collectively "Environmental Hazards"). For purposes of this Agreement, the term "Hazardous Substances" shall be defined in the comprehensive environmental response, Compensation and Liability Act (42 U.S.C. §9601, et seq.), and any subsequent or amended regulations thereto. The term "Hazardous Wastes" shall be as defined in the Resource Conversation and Recovery Act (42 U.S.C. §6901, et seq.), and any Master License Agreement 11 subsequent or amended regulations thereto. The term "Pollutants" shall be as defined in the Clean Communications Act (33 U.S.C. §1251, et seq.), and any subsequent or amended regulations thereto. §14. CONDITION OF SITES 14.1. Licensee acknowledges that it has been afforded a complete and full opportunity to inspect, investigate, and review the Sites in order to determine if the Sites are appropriate for Licensee's use. Licensee further acknowledges that after said review or opportunity to review, it accepts the Sites ''AS IS". 14.2. Licensor shall not be liable for any fine, forfeiture, or other assessment issued by the FCC against Licensee or for any other fines or assessments issued by any other governmental agency, in connection with Licensee's use of the Sites. 14.3. Licensee's use of the Sites shall comply with all applicable state, local, and federal laws, ordinances, and regulations, including but not limited to, electrical and fire codes, and any and all rules and regulations. 14.4. Licensee's Equipment complies with all applicable state, local, and federal laws, ordinances, and regulations, including but not limited to, electrical and fire codes, and any and all rules and regulations. §15. CONDEMNATION If all or part of the Sites are condemned or transferred in lieu of condemnation, Licensee may terminate this Agreement as of the date of the condemnation or transfer in lieu of condemnation by giving notice to Licensor no more than forty-five (45) days following the date of condemnation or transfer in lieu of condemnation. If Licensee chooses not to terminate this Agreement, the License Fee shall be reduced or abated in proportion to the actual reduction or abatement of use of the Site. §16. LIENS AND TAXES Licensee shall be responsible for any and all assessments or taxes imposed upon Licensee's Equipment, operations, and/or improvements made by Licensee to the Sites and shall keep any structure, and the property on which it is located, free of any and all liens for materials furnished or labor performed at the instruction of Licensee. Licensee understands that Licensor is not required to pay taxes for the reason that it is a tax-exempt unit of government. §17. BANKRUPTCY Notwithstanding any other provision herein, in the event proceedings in bankruptcy are commenced against Licensee or Licensee is adjudicated bankrupt or a receiver of Licensee is appointed and qualifies, then Licensor may, at any time thereafter, terminate this Agreement by giving seven (7) days written notice to Licensee of such termination. SERVING WRITTEN NOTICE Any notice required to be served pursuant to this Agreement shall be in writing. Notices shall be deemed served when they are personally delivered to the representative of the Master License Agreement 12 §18. Party authorized below to receive such notices or by mailing such notices, certified or registered mail, with pre-paid postage to the address set forth below, If the mail is used, then the date the notice is deemed served is the date of mailing. If either Party fails or refuses to accept any delivered or mailed notification pursuant to this Agreement, then service of said notice shall be deemed waived and no further attempt to serve said notice shall be required. Faxing of notices during normal business hours, Monday through Friday 8:00 a.m. to 5:00 p.m. (not holidays), is acceptable if a confirmation notice can be provided to the other Party (upon request) indicating that the faxed notice was received. Any change in company ownership, personnel, or Department responsibility in administering this Agreement shall be submitted to Licensor within thirty (30) days of the change. The persons to whom any notices are to be sent are: The Licensor: Oakland County Board of Commissioners 1200 North Telegraph Pontiac, MI 48341 Oakland County Radio Communications, 1200 N. Telegraph Rd., Bldg. 16 East, Pontiac, MI 48341 Office of Corporation Counsel 1200 N. Telegraph Rd., Bldg. 14 East Pontiac, MI 48341 The Licensee: Vice President of Operations Air Advantage, LLC 465 N Franklin, Suite C Frankenmuth, MI 48734 §19. HEADINGS The terms and conditions of this Agreement are contractual and not a mere recital. The paragraph headings used throughout this Agreement are provided for reader convenience only and shall not be controlling in the interpretation of this Agreement. §20. INVALID PROVISION The invalidity or unenforceability of any paragraph(s) or subparagraph(s) of this Agreement shall not affect the validity or enforceability of the remainder of this Agreement or the remainder of any paragraph(s) or subparagraph(s). This Agreement shall be construed in all respects as if any invalid or unenforceable paragraph(s) or subparagraph(s) were omitted. §21. GOVERNING LAW AND VENUE This Agreement shall be construed in accordance with, and subject to, the laws of the State of Michigan. To the extent provided by law, any action at law, suit in equity or other judicial proceeding for the enforcement of this Master License Agreement 13 License Agreement or any provision thereof shall only be instituted in the Oakland County Circuit Court, a District Court located in Oakland County, or the United States District Court For The Eastern District Of Michigan, depending on the nature of the Claim(s). §22. AMENDMENT This Agreement may not be changed, modified, amended, or altered, except by an agreement in writing, signed by both Parties. §23. SUCCESSION This Agreement is binding upon the Parties and shall be binding upon their successive heirs, representatives, administrators, successors, subcontractors, and assigns. §24. FORCE MAJEURE. Each Party shall be excused from any obligations under this Agreement during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control. Reasonable notice shall be given to the affected Party of any such event. §25. DISCRIMINATION Licensee shall not discriminate against a Licensee employee, an applicant for employment, or another person or entity with respect to hire, tenure, terms, conditions, privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state, or local law. §26. SUSPENSION OF SERVICES Upon written notice, Licensor may suspend performance of the Agreement, if Licensee has failed to comply with Federal, State, or local law or any requirements contained in the Agreement. The right to suspend services is in addition to Licensors right to terminate and/or cancel the Agreement. Licensor shall incur no penalty, expense, or liability to Licensee if Licensor suspends services under this Section. §27. RESERVATION OF RIGHTS The Agreement does not, and is not intended to, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of Licensor. §28. NO IMPLIED WAIVER Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any right or remedy under the Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of the Agreement. No waiver of any term, condition, or provision of the Agreement, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition or provision of the Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of the Agreement. §29. LICENSE This Agreement creates a license only and Licensee acknowledges that Licensee does not and shall not claim at any time any interest or estate of any kind or extend whatsoever in the Sites, or any part thereof. In connection with the foregoing, Licensee further acknowledges that in no event shall the relationship between Licensor and Licensee be deemed to be a so-called landlord-tenant relationship and that in no Master License Agreement 14 15 event shall Licensee be entitled to avail itself or any rights afforded to tenants under the laws of this State. §30., ENTIRE AGREEMENT This Agreement constitutes the entire understanding between the Parties and supersedes all prior offers, negotiations, and/or agreements between the Parties relative to the subject matter addressed herein. Licensee represents that there are no understandings, representations, or promises of any kind, oral or written, that have been made by Licensor to induce the execution of this Agreement except those expressly set forth in writing in this Agreement. IN WITNESS WHEREOF, SCOTT ZIIVIMER hereby acknowledges that he has been authorized by Licensee to execute this Agreement on behalf of Licensee and hereby accepts and binds Licensee to the terms and conditions hereof on this day of LICENSEE: AIR ADVANTAGE, LLC By: Scott Zimmer, President Air Advantage, LLC IN WITNESS WHEREOF, MICHAEL .1. GINGELL executes this Agreement on behalf of Licensor, and accepts and binds Licensor to the terms and conditions of this Agreement on this day of LICENSOR: COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation By: Michael J. Gingell, Chairperson Oakland County Board of Commissioners Master License Agreement 15 LICENSEE: An Advantage Attn: Phone: Local Contact Person: Term: 5 years Commencement Date: End Date: Site: Addison Tower LICENSE AGREEMENT ADDENDUM 1 Address: 1000 Noble Road, Leonard, MI 48367 Equipment: See Attachments. Tower will have 4 CAP 320 Access Points Tower will have 6 CAP 09200 Access Points Tower will have 2 2ft (.6m) Back Haul Dishes (Antennas) Antennas See Attachments, Motorola CAP 320 Access Points Motorola CAP 09200 Access Points Dragonwave Back Haul Dishes (Antennas) Transmission Line(s1 (Manufacturer, Model Number): 14 Belden Cat5 Cable Electronics Cabinets (Number, Size, Location): 1 Cabinet, 3ft x 3ft x 6.5 ft / base of tower 1 Generator 2.5ft x 3ft / base of tower next to cabinet Will need approx. 6 x 6 ft pad on the ground for cabinet and generator THIS ADDENDUM IS SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT IT IS ATTACHED TO. LICENSEE: LICENSOR: AIR ADVANTAGE COUNTY OF OAKLAND By: By: Name: Name: Title: Title: LICENSE AGREEMENT ADDENDUM 2 LICENSEE: Air Advantage Attn: Dave Simrnet Phone: 989-652-9500 x 2242 Local Contact Person: Leroy Koglin / 989-274-1196 Site: Independence Township Address: 6050 Flemmings Lake Road, Clarkston, MI 48346 Equipment: See Attachments. Tower will have 4 CAP 320 Access Points Tower will have 6 CAP 09200 Access Points Tower will have 2 21t (.6m) Back Haul Dishes (Antennas) Antennas See Attachments. Motorola CAP 320 Access Points Motorola CAP 09200 Access Points Dragonwave Back Haul Dishes (Antennas) Transmission Linets1 (Manufacturer, Model Number): 14 Belden Cat5 Cable Electronics Cabinets (Number, Size, Location): 1 Cabinet, 3ft x 3ft x 6.5ft / base of tower 1 Generator 2.5ft x 3ft / base of tower next to cabinet Will need approx. 6 x 6 ft pad on the ground for cabinet and generator THIS ADDENDUM IS quiRJEcT TO THE TERMS AND CONDITIONS OF THE AGREEMENT IT IS ATTACHED TO. LICENSEE: LICENSOR: MR ADVANTAGE COUNTY OF OAKLAND By: By: Name: Name: Title: Title: Term: 5 years Commencement Date: End Date: LICENSE ,.'‘GREEMENT • ADDENDUM 3 LICENSEE: Air Advantage Attn: Term: 5 years Phone: Commencement Date: Local Contact Person: End Date: Site: Springfield Tower Address: 10275 Dixie Highway, Davisburg, MI 48350 Equipment: See Attachments, Tower will have 4 CAP 320 Access Points TOWCT will have 6 CAP 09200 Access Points Tower will have 2 2ft (.6m) Back Haul Dishes (Antennas) Antennas See Attachments. Motorola CAP 320 Access Points Motorola CAP 09200 Access Points Dragonwave Back .Haul Dishes (Antennas) Transmission Line(s) (Manufacturer, Model Number): 14 Belden Cat5 Cable Electronics Cabinets (Number, Size, Location): 1 Cabinet, 3ft x 3ft x 6.5ft / base of tower I Generator 2..5ft x 3ft / base of tower next to cabinet Will need approx. 6 x 6 ft pad on the ground for cabinet and generator THIS ADDENDUM IS SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT IT IS ATTACHED TO LICENSEE: LICENSOR: AIR ADVANTAGE COUNTY OF OAKLAND By: By: Name: Name: Title: Title: IVIOTOROLI-4 Seiv' ,•e pro\Aers need to deliver reliable, high-quality bru, service at a low investment to succeed in competitive marketplace . The CAP 320 is an 802.Til,e standard fixed, outdoor soution provides reliable, cost-effective fixed connectH -,, a 3 GHz licensed bands_ Motorola's wireless network solution provides carriers, service providers and enterprise network operators a robust wireless broadband portfolio of products to deliver cost- effective, scalable, secure broadband access exactly when and where it is needed. Licensed and unlicensed solutions can be deployed at the same tower location, leveraging infrastructure costs and reducing the total cost of ownership. Motorola Wireless Network Solutions Motorola delivers seamless connectivity that outs real-time information in the hands of users, giving customers the agility they need to grow their business or better protect and serve the public. Working searniessly together with its world-class devices, Motorola's unrivaled wireless network solutions include indoor VVLA.N, outdoor wireless mesh, point-to-multipoint, point-to-point networks and voice over WLAN soiutcns. Combined with powerful software for wireless network design, security, management and troubleshooting, Motorola's solutions deliver trusted networking and anywhere access to organizations across the globe. APi- - Green Field - Extend licensed coverage into new areas that are currently unserved. Leverage Existing License - Maintain the operator license by offering wireless broadband connectivity in the licensed band. Network Edge - Extend connectivity into low density areas on the edge of deployed mobile VVIMAX coverav ari s. CAP 320 KE';.. • Rapid Installation of Connectivity: Access Points and Subscriber Modules have easy to use alignment tools and do not require an equipment room or environment controlled area at the AP tower location. • Low Cost infrastructure: The CAP 320 does not require ASN gateways or specialized CSN servers. The system efficiently runs over a wireless backhaul by performing local peer-to- peer routing at the base station. • 802.16eW1MAX CPE Compatibility: The CAP 320 uses an 802.16e air interface and is capable of interoperating with WiMAX certified CPEs. a Licensed Spectrum: CAP 320 products are available in the 3.3 — 3.8 GHz spectrum. • Highihroughput: Each CAP 320 is capable of up to 45 Mbps in a 10 MHz channel per sector. A foursector tower can provide 180 Mbps maximum capacity using iust two 10MHz channels. • Coverage and Performance:The CAP 320 uses OFDMA and MIMO technology which provides near-line of sight (nLOS) and some non-line of sight (NLOS) coverage especially in multi-path environments. 20 Maximum Throughput per Sector Packets per Second Late.-.• F'/ airini LoS Range Freql.:rncy Range of Band . Channel Width SECURITY EflCrytjiioil Rec:_ivc zailiCItiVit 110 MHz chantlell Ar.,..;.,nna rs, Power Consumption Temperate -) Wind Survival Wind Loading Dimensions (i.xWx-D) Weight Interface Protocols Used Network Management CERTIFl.CATIONS FCC ID Industry Canada Certification Number CR .ayar 802.16e-2005 15 MHz channel: 512 FFT: 7110M, 17 10..-4FFT) MAC layer 802.16e-2005 Maximum Transmission Power 2 x 25 dEm Maximum EIBP Integrated: 2 x 41.5 dErn Connectry17.d: Antenna Dependent 3.3 - .345(-( Up to 45Mbps total per SS(ittir Downlink: up co 4.3Mbps Uplink: up to Up to 65,000 40 to CO M3 round trip Up to 40km witn l'uture extended range feature 3.4- 3.0 GHz Configurable SO 3.5/517/10 MHz EAP-TTI..S/PkMv2 authenttcaticr. over RADIUS. AES over-the-sir encryption CTC-OPSK11/2) -93 dBm CTC-OPSK 13/41: -87 dEm CTC-16QAM(1/2): -84 clBrn CTC-160AM 13141. -81 dBm CTC-640AM(112): -78 dBm CIC-640AM 12/31. -77 Ohm CIC-640ANM3/41: -75 dBm C'T C-64Q.AM (5/61: -73 dBm 3.6 -3.8 GHz 16.5 cfBi gain Dual Polarity +/- 45 degree 4 sector application {actual 3 dB antenna pattern: 60° horizontal 80 elevation) < Watts -40" F to +131 ° F1-40' C to +55° CI 118 miles/hr 1190 km/hr} 81 lbs. (37kg) at 118 miles hr I190 km/hr) integrated: 78 x 77 9.5 inches (-711a 195 x 240mm) Connectorized:13 x77 x 5.5 inches (-330x 195 x 140mm) Integrated' 12 lbs. 15.5 Kg) Connec.torized: 4.85 lbs. 12.2 kg) - . n/a n/a 109W-3530APG "CE " mar'<ed & compliant to E1\1300 32E. DoCs are available at http://rnotorola.wirelessbroadbandsupport.com/noc.php ABZ89FT7532 109W-3630APC 10/16' F:::.seT, half/fur duplex . Rate auto negotiated 1802.3 compliant) rpv4; !De TCP IP, ICMP, SWF, Hi"1"F? FIP, RIP DHCP Relay Web-Based interface; StIMPv2c; or Motorola Wireless Manager MOTORC:-.4;74 motorola.com/prnp MOTOROLA and the Stylized M Logo are registered in the US Patent &Trademark Office. All other product Of service 021 -11C,S are the property of their respective owners. ©Motorola, Inc. 2010. At rights reserved. For system, product or services availability and specific information within your country, please enntact your local Motorola office or 8usiness Partner. Specificorions are subiect to change without notice. 03-25-106A 21 I freqDr111.:y N on 'iL i4 t:n.E•,1 01)11,0, ,c,c:1 for I tic renu: ratio 1.C,.1.) (dbrr picai (dii) (db al) Equivalent sotropic Radiated Power 6 Mb-os at -7(1(181.11 u),• Filter Kit 16.! ill! Dc Pf;').vvei-(typci,'•; Antenna Bearn Wkith Mean lone Ltetwet-n Failure v1TBF) Te.rnperntum I V\160 SurvivI Dimenstons weight Access Method I 1 It 14'1 • x rr. .711)Up! ,g/Ti me D. kftion.l'-Aultiple MA) : • 'I half/4,11 49.p.1e. auto IP:g.otiateci (89.3 coinptete Protocols Used 1., LI DP. FOP, ICIVIP Teiriet HIP Fri', SNMP „ . Network IlaFiagelpert NE FrP, 5NMP Vp.rici'l : - FCC ID A f. 7009 : Industiy Canada CertificabonN S5eclIicUOtS subject to change without iloti MOTOROLA and the Stylized MI Logo are {Llstered in the U.S. Patent and Trademafk Office. All other predict or service names me the property of their respective owners. Motorola, Inc. 203B 22 Antenna Dimensions, mm (in) 663 (26,10) $58 04.10) 72 (2.80) 143 (5.60) 335 (13.20) Antenna Fine Adjustment Fine Azimuth Fine Elevation A Suitable fa incunting to a 65rrn-115trire • (2.5' to 4,5) pipe (tint supplied) ± 100 ± 250 ditiiitakMAIRMISMINERESSINEUMEMEN1 TENNAS HIGH PERFORMANCE AN DIAMETER: 0.6 m ELECTRICAL SPECIFICATIONS A-ANT-L 16-2-C A-ANT-126-2-C A-ANT-130-2-C A-ANT-15.6-2-C A-ANT-I 80-2-C A-ANT-26-2-C /VANT•266-2-C A-ANT-256-2-C A-AN -1%386-2-C Freqacncy Band, 6.9z Duncan Band Coin, Mid Band Gain. dril Top Band Gain, dBi Beanavidth, deuces Froo:Aiaak, d13 XPD, dB Roam Loss, dB Pattern ETSI EN302217 Class FCC Part 1131 10.7-11.7 12.2-12.7 12.7-13.25 34.2 34.8 35.6 34.5 35.2 35.8 34.3 35.6 36.0 3.4 2,8 2.8 55,0 62.0 62.0 30.0 303) 30.0 16.1 16.1 16.1 14.25-15 35 17.7-19,7 21,223.6 36.8 38.2 39.7 37.0 38.6 40.2 37,3 39.0 40.7 2.4 2.1 1.7 64.0 67.0 66.0 30.0 30.0 30.0 16,1 16.1 16.1 24.25-26.25 40.7 41.1 41.5 1.5 68.0 30,0 16.1 27.3-31.3 37.040,0 41.8 44.0 42.2 44.3 42.7 44,7 1.3 1.0 68..0 66,0 30.0 30.0 16.1 16.1 21C2 1{1C3 R2C3 R2C3 R3C3 R4C3 R4C3 R5C3 Cat B 1VIVDDS Cat A Cat A Cat A Cat A Antenaa Padarn. R1'E.7aanal 1E202 -01 apt-74-0413100,.02,02 1PE-74400012{)-02-01 RPF-74-005121-62-01 ILPE-74-001056-02431 sPe-74-110e062-02-01 RPE-74-1g100458.112-0?- RPE-74-M0125-02-61 RPE-7442110126452 ,(1 OUTLINE DIMENSIONS Actual antenna appearances may differ from shown. Top View Fs HIGH PERFORMANCE ANTENNAS —DIAMETER: 0.6 M WIND FORCES The axial, side and twisting moment forces provided are maximum loads applied to the tower by the antenna at a win.d survival speed of 200 ktnili (125 mph). In every instance they are the result from the most critical direction for each parameter. The individual maximums may not occur simultaneously. All forces are referenced to the antenna mounting pipe. Axial Force F„ max 682 N Side Force F„ max 317 N Moment MT max 244 N Antenna Weights Including Mount Net Weight, kg 12.3 Antenna Packed Weights (Gross) Gross Weight, kg 21.7 Antenna Dimensions (Single Unit Pack) Dimensions, cm (in) 71 x 71 x 61(29 x 29 x 27) Connect with us today! 600-411 Legget Drive Ottawa, Ontario, Canada, K2K 3C9 Tel: 613-599-9991 Fax: 613-599-4225 nasaies@dragonwaveinc.com emeasalesidAraganwaveine.cora www„dragonwaveinc.com information subject to change without notice. DragonVVave'" and AirPairr" are registered trademarks of DragonVVave Inc. lori Waseriorti Errhhiahd • V41,i¢e lake ROCA-NV.' • , p. tAta.sit taloomfrold l.prr hkrvi Air Advanacc, Fee 3asec • Viqreqess S•ryice Oakland County, Ootoci Legend o etiiv • iiinenti Air Advantage Fee Based Rural Wireless Service ---tttttit• interstate - U.S. Highway Stale Highway NORTH . (1;031sfand County (.. Norhigaft 1200 North • Roar.1 Por.,eo, 4`,:-.41-2412 hrtp://tvohr::::;;•:govrcora r,d .ar,N,rneri Dr: ..-rnent IN.., -natian Tech an,gy 1, •. TeIfpnrikfd, Bldg 4305 tth, NAV94 a' w, • I+ 311 Mid . U. • • rid ,r• go .• • as mbnton,..- • ho.roAtkod 0 1 2 Wes 25 COO n sitage. Wats: rfoi'd ktioiNoti Hilts Pastatie • 4ighi • Wtiite Lake- ..„ . • Cossirieroo Stooinit, West Lilo otniisici .11.-al Colt Novi d s C. ranff Fr5.:FE, /ire less Legend Free Downtown 'Wireless Air Advantage Fee Based Rural Wreless Service —*Interstate -- U.S. Highway State Highway In • Oattland County mown 120f, North Telegraph Road Pontiac, Mt 46541-0412 hap://www.cii:NJov.com Iliconaii,n7achrOpin .00x 71 .13314311 Fioad, rileo 49N7 .341 1111[1l/0 414304033 coroinaprii OisOnirror ala $0103, • Mop ProjectioN • %to Plane ($) Cle0.irN MAD PO 4004 Internatormi Feel • FiolailaN -S57 Map Pale: Om 241 1 No•• b,?or, haimplitii tom remrded onI tip, it is rid • ow. 001313. 131 doia 013.4,11110413 bpaansvtaU NORTH La, 0 1 2 Allier,. 26 Wireless Oakland Status February 1, 2011 For several years, Oakland County has worked in support of a strategy to create public-private partnerships so that some level of free internet service could be provided to the constituents of Oakland County in exchange for access to government assets. Initially, this strategy, implemented as Wireless Oakland, resulted in a twelve month pilot, where 17,000 households had access to free wireless internet and over 50 million minutes of free internet were consumed. However, due to one of the most difficult economic times Michigan and the Nation had ever seen, the County's former private sector partner was unable to secure funding to continue providing and expanding service to County residents. Since then, County staff has continued efforts to implement the Wireless Oakland strategy and leverage the framework put in place to support Wireless Oakland. In 2009, the federal government indicated that there would be American Recovery and Reinvestment Act (ARRA) funding available to increase broadband availability and adoption in the United States. Seeing the synergy between the high level goals set forth for the use of the federal funding and Wireless Oakland, the County provided extensive testimony to attempt to influence the development of the rules so that all Oakland County residents could benefit from the funding. In the end, the rules were written in such a way that only those residents in the rural areas of the County could benefit from the funding designated for expanding broadband service, and there would be limited funding to for programs designed to increase adoption in urban and suburban areas. Working within the constraints set by the federal government, County staff pursued partnerships to attempt to ensure the interests of all County residents were represented in efforts to obtain federal funding. Those efforts have resulted in a potential partnership to support the efforts of Air Advantage, a Michigan based telecommunications company. Air Advantage was awarded $65 million in grants and loans from the Broadband Initiatives Program (BIP). The funding will be used to provide broadband service to un-served and underserved rural communities in the Thumb and portions of Southeast Michigan. The funding awarded to Air Advantage will allow them to build the infrastructure needed to provide broadband Internet service in their proposed service area. Due to the County's continued efforts to forge partnerships with Internet Service Providers, the Air Advantage proposal included every portion of Oakland County that met the qualifications for the BIP funding. More specifically, the Air Advantage application for BIP funds included some or all of the following Oakland County communities: Addison Township, Brandon Township, Groveland Township, Highland Township, Holly Township, Lyon Township, Milford Township, Independence Township, Oakland Township, Oxford Township, Rose Township, Springfield Township and White Lake Township. Air Advantage will be one of the only companies to provide broadband services to Oakland County residents in these areas, bringing those residents this much needed critical infrastructure. To facilitate the provision of this service to Oakland County residents, representatives from the County and Air Advantage have proposed an opportunity where the County would provide space on County towers that would traditionally be leased, in exchange for services to be provided directly to County residents. Specifically, in exchange for space on County towers, Air Advantage has agreed to create of free "Wi hotspots in downtowns within or near Air Advantage's Oakland County service area. The services would equate to, or exceed the value of the space on County assets and towers. In these traditionally underserved areas the provision of both the basic infrastructure and a free component would greatly contribute to the local economy. After Air Advantage's initial implementation, which is scheduled to be complete in 2013, they have indicated a potential interest in expanding services further into Oakland County. This expansion of service would result in often requested competition in the remainder of the County, and therefore provide additional options for citizens choose from when selecting their broadband service provider. The Wireless Oakland program originally had two additional goals, with the second being to provide PC's and technical/technology training to the public to further promote access to computers and enhance their technical skills. County staff has continued to seek methods and partnerships to bring this goal to fruition, and achieved success through a partnership with Michigan State University (MSU). MSU compiled an application for ARRA funds to increase computer capacity in libraries across the state. County staff worked diligently to poll all the libraries in the County to determine their interest in participation, and ensured that those that were interested were included in the MSU application, which was awarded the requested funding. Through these efforts, Oakland County libraries will receive additional computers that will represent more than a 25% increase in computer capacity for participating libraries. More specifically, the 36 libraries had 743 computers, and this funding will add 195 computers for a total of 943 computers. This application was submitted for the first round of funding, and represented an investment of $195,000 for Oakland County libraries. MSU also requested funding in a second round, and received $448,000 that will be targeted specifically toward City of Pontiac libraries, public housing centers, and other computer centers. On the training side of this goal, Oakland County also applied for and received US Department of Labor funding to pilot a program that would provide the technical training required to retool unemployed automotive engineers as defense engineers. Under this program, the County partnered with Lawrence Technological University (LTU) and was awarded $195,000 to cover the cost of the program for 25 Oakland County residents. In total, the efforts of County staff on the second goal of Wireless Oakland resulted in over $830,000 worth of investment in technology and training for Oakland County residents. The third and final goal of Wireless Oakland was to develop a Technology Planning Tooikit, which was completed in the Spring of 2009. This Toolkit is a guidebook to assist local government agencies within Oakland County as they embrace the knowledge economy and update their community processes to encourage technology firms to locate in their community, The Toolkit includes observations, recommendations, practical techniques, and model language for communities to use in reviewing and modifying their plans, policies, ordinances and procedures. Increasing availability, awareness and technological literacy for Oakland County governments and citizens is a crucial step in creating knowledge-based economy and workforce. By continuing to support the overarching goals of the Wireless Oakland initiative, the County hopes to not only overcome the digital divide but, also to achieve a new age of innovation. In the Matter of Implementation of Section 6001 of the American Recovery and Reinvestment Act of 2009 Implementation of Title I of the American Recovery and Reinvestment Act of 2009 ) ) ) ) ) ) ) EXCERPT OF TESTIMONY PROVIDED BY OAKLAND COUNTY APRIL 2009 Before the DEPARTMENT OF COMMERCE NATIONAL TELECOMMUNICATIONS AND INFORMATION ADMINISTRATION and the DEPARTMENT OF AGRICULTURE RURAL UTILITY SERVICE Washington, D.C. 20230 Docket No. 090309298-9299-01 COMMENTS OF OAKLAND COUNTY, MICHIGAN EXECUTIVE SUMMARY OF KEY POINTS: A single project or network that meets all the needs of a community or geographic area is more efficient and ideal. Projects that take a holistic approach to providing training, equipment, and affordable, neutral, access to all parties in a geographic area are more likely to result in greater adoption of broadband. Targeting the BTOP funding toward areas that aren't defined as rural allows for a unique opportunity to address the Country's adoption issues. There are millions of non-adopters who may be elderly, unemployed, low income, or part of the broad sector of the population who doesn't understand the value of broadband who don't use the internet even though broadband may be available in their area, Proposals that serve underserved and unserved areas should be given equal weight. Sustainable adoption is first dependent an sustainable delivery of the service. Proposals should demonstrate a thorough business model and marketing plan that is reliant on building a diverse customer base including residents, small, medium, and large businesses, in addition to government business that many Municipal Wireless projects seem to hang their hat on. • In regards to technological neutrality, a single set of evaluation criteria that sets the most basic level of acceptable service should be applied to all projects. Technologies that cannot support the most basic level of service should not be implemented with Recovery Act funds. International standards should be used to set a minimum threshold for the definition of Broadband, not currently accepted US definitions of Broadband. Currently accepted thresholds have placed the US for behind Europe & Asia in broadband service availability. Undersen/ed should be defined as those people or areas that do not access broadband either due to affordability or lack of multiple providers. Traditional "non-adoption" characteristics should be considered in the definition including income levels, elderly, unemployed, etc. should be included in the definition of underserved. Oakland County government has 61 signed Inter-Local Government Agreements that expedite permitting and provide free access to over 2,000 public assets to attract a network services provider. Communities should follow suit, and be prepared to facilitate installation and licensed access to public assets, and wave permitting fees and the right to profit from infrastructure installed through Recovery Act funds. 1. The Purposes of the Grant Program: Section 6001 of the Recovery Act establishes five purposes for the BTOP grant program.\2\ a. Should a certain percentage of grant funds be apportioned to each category? An arbitrary division of the funds is not necessary. However, projects that incorporate as many categories as possible should be encouraged, For example, a project that addresses multiple populations, provide training access and equipment, and stimulate the demand for broadband, economic growth and job creation should receive a higher score. Additionally, projects that have secured partners in the above mentioned categories should also be scored higher. 4. Establishing Selection Criteria for Grant Awards: The Recovery Act establishes several considerations for awarding grants under the BTOP,\6\ In addition to these considerations, NTIA may consider other priorities in selecting competitive grants. a. What factors should NTIA consider in establishing selection criteria for grant awards? How can NTIA determine that a Federal funding need exists and that private investment is not displaced? How should the long-term feasibility of the investment be judged? 1) Criteria should be created for the following categories: - Total population that will benefit in proposed area, with focus on children, elderly, low income, and undereducated - Proposed cost to implement per person in proposed coverage area Demonstration that the proposed cost of services to the end user will provide lower/competitive rotes - Speeds Delivered - Partnerships with Health Care providers, and other collaborations that will contribute to the sustainability of the network - Job Creation - Open Access - Sustainability - Scalable infrastructure for future demands - Inclusion of strategy for increasing adoption 4) Long term feasibility can be determined by evaluation of a business plan, proof of successful pilot or proof of concept deployments, or reference to other successful projects after which that the requesting organization is modeling their project. b. What should the weighting of these criteria be in determining consideration for grant and loan awards? - Speeds delivered to the home or business broadband speed or greater— Poss/Fail - Total population that will benefit in proposed area, with focus on children, elderly, low income, and undereducated (15 pts) - Demonstration that the proposed cost of services to the end user will provide lower/competitive rates (15 pts) - Sustainability (10 pts) - Speeds delivered to the home or business beyond broadband speeds (10 pts) - Partnerships with government and business that will contribute to the sustainability of the network (10 pts) - Job Creation (10 pts) - Inclusion of strategy for increasing adoption (10 pts) - Scalable infrastructure for future demands (10 pts) - Proposed cost to implement per person in proposed coverage area (5 pts) - Open Access (5 pts) c. How should the BTOP prioritize proposals that serve underserved or unserved areas? Should the BTOP consider USDA broadband grant awards and loans in establishing these priorities? Proposals that serve underserved and unserved areas should be given equal weight. USDA broadband grants should be considered when establishing priorities. If a project is awarded a USDA grant it should not be considered for BTOP funding unless a different aspect of the project (i.e. last mile provision is more suitable to the STOP criteria). If a STOP project is reliant on infrastructure that could be put in place by a USDA project they should be considered together. f. What factors should be given priority in determining whether proposals will encourage sustainable adoption of broadband service? • Sustainable adoption is first dependent on sustainable delivery of the service. Proposals should demonstrate a thorough business model and marketing plan that is reliant on building a diverse customer base including residents, small, medium, and large businesses, in addition to government business that many Municipal Wireless projects seem to hang their hat on. • Proposals should also demonstrate competitive pricing for the specific area to be served by the proposal, to show that the service they plan to provide will provide savings, and most importantly much needed competition in an area • Proposals that include components focused on increasing adoption, including providing technology training, and customized content should be given priority. Adoption measurement should be on integral part of the proposal including breakdowns by constituent category. h. What role, if any, should retail price play in the grant program? Cost is a barrier to entry; that said, proposed retail price should be a major consideration in the award process. Proposed prices should be competitive with current local provider rates. 5. No response to question 5, 6, Grants for Expanding Public Computer Center Capacity: The Recovery Act directs that not less than $200,000,000 of the BTOP shall be awarded for grants that expand public computer center capacity, including at community colleges and public libraries. a. What selection criteria choirirl be applied to ensure the success of this aspect of the program? • Long term plans or ability to support, maintain, and upgrade procured hardware & software, including ongoing licensing, network connectivity, and replacement costs • Ability of centers to provide access the highest number of people b. What additional institutions other than community colleges and public libraries should be considered as eligible recipients under this program? Any public or non-profit centers, or publicly supported technology centers 7. Grants for Innovative Programs to Encourage Sustainable Adoption of Broadband Service: The Recovery Act directs that not less than $250,000,000 of the BTOP shall be awarded for grants for innovative programs to encourage sustainable adoption of broadband services. a. What selection criteria should be applied to ensure the success of this program? • Demonstration of the number of people that will be served by the program, broken down by criticai factors that impact technology adoption, and sustained use. These include age, income, employment status, education and others. • Demonstration of plans to address the accessibility and affordability of broadband • Demonstration of a plan or existing abilities to get broadband into the home. • Demonstration of plans to provide training and develop specialize content for the elderly, unemployed, youth, or the brood segment of the population that does not value being connected to the internet • Demonstration of efficiency of service. I.e. the provision of tools and training in a location that is central to where large populations live. • Inclusion of plans for pre-program and ongoing, and post-program surveys to evaluate the effectiveness of the program b. What measures should be used to determine whether such innovative programs have succeeded in creating sustainable adoption of broadband services? Projects should be measured by the number of users impacted by the program, and the end users served by the infrastructure, 13. Definitions: The Conference Report on the Recovery Act states that NTIA should consult with the FCC on defining the terms -unserved area," -underserved area," and -broadband." \15\ The Recovery Act also requires that NT1A shall, in coordination with the FCC, publish nondiscrimination and network interconnection obligations that shall be contractual conditions of grant awards, including, at a minimum, adherence to the principles contained in the FCC's broadband policy statement (FCC 05-15, adopted August 5, 2005)A16\ a. For purposes of the BTOP, how should NT1A, in consultation with the FCC, define the terms s'unserved area" and -underserved area?" Unserved should be defined as those areas that only hove access to dial-up or satellite service. The definition should not have a threshold for population density or area. Underserved should be defined as those people or areas that do not access broadband either due to affordability or lack of multiple providers. Traditional "non-adoption" characteristics should be considered in the definition including income levels, elderly, unemployed, etc, should be included in the definition of underserved. EXCERPT OF OAKLAND COUNTY, MICHIGAN RESPONSE TO: DEPARTMENT OF AGRICULTURE Rural Utilities Service Broadband Initiatives Program RIN: 0572-2401 DEPARTMENT OF COMMERCE National Telecommunications and Information Administration Broadband Technology Opportunities Program RIN: 0660-2A28 Docket No: 0907141137-91375-05 Policy Issues Addressed in the NOFA • A. Funding Priorities and Objectives. 1, Middle Mile "Comprehensive Community" Projects. Should RUS and/or NTIA focus on or limit round 2 funding on projects that will deliver middle mile infrastructure facilities into a group of communities and connect key anchor institutions within those communities? Ensuring that anchor institutions, such as community colleges, schools, (ibraries, health care facilities, and public safety organizations, have high-speed connectivity to the Internet can contribute to sustainable community growth and prosperity. Such projects also have the potential to stimulate the development of last mile services that would directly reach end users in unserved and underserved areas. Additionally, installing sticnmiddie mile facilities could have a transformative impact on community development by driving economic growth. Should we give priority id those middle mile projects in which there are commitments from last mile service providers to use the middle mile network to serve end users in the community? Should the mei-ides' goal be to fund middle mile projects that provide new coverage of the greatest population and geography so that we can be assured that the benefits of broadband are reaching the greatest number of people? Should we target projects that create "comprehensive comMunities" by installing high capacity middle mile facilities between anchor institutions that bring essential health, medical, and educational services to citizens that they may not have today? Should certain institutions, such as educational facilities, be given greater weight to reflect their impact on economic development or a greater need or use for broadband services? If so, what specific information should RUS and NTIA request from these institutions? To the extent that RUS and NTIA do focus the remaining funds on "comprehensive community" projects, what attribUtes should the agencies be looking for in such projects? For example, are they most sustainable to the extent that they are public-private partnerships through which the interests of the" community are fully represented? Should we consider the number of existing community anchor institutions that intend to connect to the middle mile network as well as the number of unserved and underserved communities and vulnerable populations (i.e., elderly, low-income, minority) that it will cover? How should RUS and NTIA encourage appropriate levels of non-Federal (State, local, and private) matching funds to be contributed so that the potential impact of Federal funds is maximized? In addition, should we consider the extent of the geographic footprint as well as any overlap with existing service providers? While middle mile projects will build capacity in areas where it may not exist, it does not guarantee the delivery of service to the end users. Today there is a great deal of existing capacity that service providers ore not "lighting up" because communities do not meet minimum density thresholds. The utilization of public funds should be focused on providers that have ties to last mile providers to ensure the use of those funds will result in the delivery of service. Additionally, the number of people, with a focus on the vulnerable populations mentioned (elderly, low income, etc.) who will be served should be given greater weight within the review process. While service to the home is ideal, projects that connect community anchor institutions that serve high volumes of the population should be given greater weight as well In regards to comprehensive community projects, those projects that couple the provision of access with additional programs to teach about the use of technology & demonstrate the value of the Internet, especially through the development of targeted content are more likely to result in higher adoption of broadband service. Therefore, those projects that combine multiple goals should be given greater weight. 2. Economic Development. Should RUS and/or NTIA allOcate a. portion of the remaining funds available under the BIP and BTOP programs to promote a regional economic development approach to broadband deployment? This option would focus the Federal broadband investment on communities that have worked together on a regional basis to develop an economic development plan. It would encompass a strategy for broadband deployment, and would link how various economic sectors benefit from broadband opportunities. Such a regional approach would seek to ensure that communities have the "buy-in," and the capacity, and the long-term vision to maximize the benefits of broadband deployment. Using this option, NTIA and RUS could target funding toward both the short term stimulus of project construction and the region's longer term development of sustainable growth and quality jobs. For instance, rather than look at broadband investments in both rural and urban communities as stand-alone actions, should RUS and NTtA seek applications for projects that would systematically link broadband deployment to a variety of complementary economic actions, such as workforce training or entrepreneurial development, through targeted regional economic development strategic plans? Should funds be targeted toward areas, either urban or rural, with innovative economic strategies, or those suffering exceptional economic hardship? Should states or regions witOigh unemployment rates be specifically targeted for funding? Funds should be targeted to areas With innovative economic strategies, and those suffering exceptional economic hardship The Oakland County Emerging Sectors Program is an example of a program that is attempting to diversify Oakland County's economy away from the automotive sector by the attraction and retention of high technology & high growth sectors of the global economy to Oaklandpunty. Oakland County's goal has been to couple this program with the addition of affordable broadband and increased adoption so that the residents will raise their overall technical skill & knowledge and be better prepared to take the jobs being recruited to our region by the Emerging Sectors Program. It should also be noted that this would be a program for a community with a mix of rural and urban landscapes. That said, some areas are without broadband service entirely, while others have multiple service providers. While the County is working with a provider to help ensure our rural areas get service as a result of the first NOFA, it is our hope that the second NOFA will allow us to create partnerships with existing service providers that would result in more affordable service in those areas that have access to broadband today. Affordability is one of the primary barriers to broadband adoption, especially with the high rate of unemployment in Michigan. 34 3. Targeted Populations. Should RUS and NTIA allocate a portion of the remaining funds to specific population groups? For example, should the agencies revise elements of the BIP and BTOP programs to ensure that tribal entities, or entities proposing to serve tribal lands, have sufficient resources to provide these historically unserved and underserved areas with access to broadband service? Similarly, should public housing authorities be specifically targeted for funding as entities serving low-income populations that have traditionally been unserved or underserved by broadband service? How can funds for Public Computer Centers and Sustainable Broadband Adoption projects be targeted to increase broadband access and use among vulnerable populations? Should NTIA shift more BTOP funds into public computer centers than is required by the Recovery Act? In what ways would this type of targeted allocation of funding resources best be accomplished under the statutory requirements of each program? Should libraries be targeted as sites for public computer access, and if so, how would BTOP funding interact with e-Rate funding provideth,through the Schools and Libraries program? , - Extensive research exists on the reasons for low adoption rates. The commonly accepted reasons for low broadband adoption are the cost of purchasing a PC, and the ongoing cost of broadband service. Programs that successfully distribute low or no cost PC's that are internet ready should be encouraged. Additionally, regional or national strategies for lowering the month!), cast.df broadband, that are targeted toward vulnerable populaticr.s should be sought, including the Concept of using NTIA funds to offset potential tax credits for the cost of broadband or comPuter purchases for populations with an annual family income of less than $35,900. B. Program Definitions. Section III of the NOFA describes several key definitions applicable to BIP and BTOP, such as "unserved area," "underserved area," and "brciadband."9 These definitions were among the most commented upon aspects of the NOFA. For example, a number of applicants have suggested that the definitions of unserved and underserved are unclear and overly restrictive; that they kept many worthy projects, particularly those in urban areas, from being eligible fOr support; that there was insufficient time to conduct the surveys or market analyses needed to determine the status of a particular census block area; and that they discouraged applicants from leveraging private investment for infrastructure projects. In what ways should these definitions bg'revised? Should they be modified to include a specific factor relating to the affordability of broadband service or the socioeconomic makeup of a given defined service area, and, if so, how should such factors be measured? Should the agencies adopt more objective and readily verifiable measures, and if so, what would they be? .How should satellite-based proposals be evaluated against these criteria? Defining & qualifying areas based on socioeconomic factors makes many assumptions about whether or not people are subscribing to service in an area that may or may not be accurate. Service providers have information about service & subscribers hip within areas that should be made available to assist in the determination about whether an area has adequate coverage. In the case of affordability, socioeconomic makeup coupled with subscribers-hip information could be used to draw conclusions about whether funds- should be targeted to an area. This information is needed at the census block level to ensure it is at an appropriate level of detail. Satellite based proposals should not be considered. Greveland Holly E3ra neon Addi,on Orion Oakland West Blocknficla Q4. Wireless Oakland - Free Down i_-_- -He'ireless 0 1 2 Miles 0a!Oand Legend Free Downtown VVireless Air Advantage Fee Based Rural Wireless Service Interstate — U.S. Highway - State Highway ii `CJakiii',7,:i t Map Author: oaklaro Codnty Land Management Department of Information Technology 1200 NI. Telegraph Road, Bldg 49W Plontac, Mi 48341 httpeamw.oeKaov.comimapsi Mop Projectlon: Michigan Slate Plane (5) Oat., NA)) 83 Unns lnteenetional Feet Map 00000 -507 Map Late: Jon 31, 2011 NORTH 1; 00 North Telegraph Road Pontiac, Ml 48341-0412 httpl/www.oakgov.com Legend Air Advantage Fee Based Rural Wireless Service Interstate - U.S. Highway - State Highway Map Author: Oakland County Land Management Department of Information Technology 1290 N. Telegraph Road, Bldg 49W Pontmc. Mt 4994l 1 Mtplipnwgoaktiog corn/maps; Map Projection Michin -1 Stale Plane (S) 9.rrthtin r-,/ Feat . J.111 Ci 2011 NORTH 0 1 2 Miles re Highland L he Maford 4N14, Lyoci West Blooinficdcl Air Advantage Fee Base() Wireless Service 1. a n .1, aNnel Cowry 1200 North Telegraph Road Pontiac. MI 48341-0412 httplAvww.oakgov.com Rose •nAell t5C+1) (..3,0S5 tFiCi Ba District Marcia 6.11MIOSIMAPI.O. DisarrialH Distric Phillip it Disi ict Kathy Crawford C t• oadband Technology Opporft ec- program Award OakLan gend Air Advantage Fee Based Rural Wireless Service Combination Inti Resolution #11037 February 17, 2011 Moved by Middleton supported by Gershenson the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Crawford, Dwyer, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, Runestad, Scott, Taub, Weipert, Zack, Bosnic, Covey. (24) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). ) I HEREBY APPROVE THE FOREGOING RESOLVION ACTING PURSUANT TO 1973 PA 132 STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Bill Bullard Jr., Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on February 17, 2011, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 17th day of February, 2011. 094. Bill Bullard Jr., Oakland County