14-E
TO: Honorable Mayor and Members of the City Council
ATTENTION: Ryan Smoot, City Manager
FROM: Jim DellaLonga, Director of Economic Development
SUBJECT: Consideration and possible action to approve and authorize the City Manager to execute a Master Right of Way Agreement (Agreement File No. 1040), in a form approved by the City Attorney, with Tradewinds Networks Inc., for the design, installation and deployment of a Citywide Wireless Internet Network.
DATE: May 13, 2024
EXECUTIVE SUMMARY
On August 23, 2021, the City Council approved and authorized the City Manager to execute a Master Right of Way Agreement (AFN 904) with ICC Networking (ICCN) for the design, installation and deployment of a Citywide Wireless Internet Network with an initial focus on connecting the City’s downtown and public facilities; and eventually expanding to a citywide wireless network.
As a result of significant new investment, a new company was created to implement the network more quickly. Though a new agreement, the approval of Agreement File No. 1040 is essentially an assignment of the previous master right of way agreement to the new entity, Tradewinds Networks Inc. (TNI). The major terms and conditions are the same from the previous agreement, the company president and key personnel are the same, and TNI has committed to the same network implementation timeline.
RECOMMENDATION TO CITY COUNCIL
1) Authorize the City Manager to execute Master Right of Way Agreement AFN 1040, in a form approved by the City Attorney, with Tradewinds Networks Inc. for the design, installation and deployment of a Citywide Wireless Network with a revenue sharing component; or
2) Alternatively, discuss and take other action related to this item.
FISCAL IMPACT
There is no cost to the City to assign the agreement from ICCN to TNI. The City’s share of TNI’s advertising revenue is 10% for year 3 of the agreement and 20% going forward.
The amount of revenue will depend on the number of users of the network. Pursuant to the original agreement, the City has budgeted $1,000,000 towards the purchase of 10,000 in-home wireless modems for income qualifying households. This action makes no changes to that budget or revenue structure.
Staff Report – Tradewinds Networks Inc. Master ROW Agreement May 13, 2024
DISCUSSION
On August 23, 2021, after a Request for Proposal process, the City Council approved and authorized the City Manager to execute a Master Right of Way Agreement (AFN 904) with ICC Networking (ICCN) for the design, installation and deployment of a Citywide Wireless Internet Network with an initial focus on connecting the City’s downtown and public facilities; and eventually expanding to a citywide wireless network.
As a result of significant new investment into the project, a new company was created to implement the network more quickly and avoiding previously experienced delays through less reliance on third party suppliers as well as an increase in the use of North American production and assembly facilities.
Though a new agreement, the approval of Agreement File No. 1040 is essentially an assignment of the previous master right of way agreement with ICCN to the new entity, Tradewinds Networks Inc. (TNI). The major terms and conditions are the same from the previous agreement, the company president and key personnel are the same, and TNI has committed to the same network implementation timeline.
ATTACHMENT
Attachment No. 1 – Master Right of Way Agreement AFN 1040 ..................................... 3
MASTER RIGHT OF WAY AGREEMENT FILE NO. 1040
BY AND BETWEEN THE CITY OF BELLFLOWER AND
TRADEWINDS NETWORKS INC.
FOR MINI CELL INSTALLATION
AND CITYWIDE WIRELESS BROADBAND SERVICES
This Master Right of Way Agreement (the “Agreement”) made this 13th day of May, 2024 between CITY OF BELLFLOWER, a general law city and municipal corporation (“City”) and TRADEWINDS NETWORKS INC., a Delaware corporation (“Provider”). The Parties agree as follows.
1. RECITALS. The Parties enter into this Agreement with reference to the following:
A. Provider desires to install, maintain and operate wired or wireless communications equipment (collectively, “Communication Equipment”) in and/or upon City’s right-of-way;
B. City seeks to provide its residents with greater accessibility to digital communications within the community;
C. Provider is solely responsible to secure authorization of the owner of any pole or structure in order to deploy the Communications Equipment and will obtain a City permit for each location; and
2. PROPRIETARY CAPACITY. City is acting in its proprietary capacity as a Party to this Agreement. The aesthetics of permitting Provider to install Communications Equipment at various locations within the community is a critical condition of the authorization set forth in this Agreement.
3. LICENSE TO USE PROPERTY.
A. Subject to this Agreement, City agrees to license Provider to use certain space (the “Space”) located in City’s right-of-way and other real property owned by City in fee (collectively, the “Property”) for installing, operating, and maintaining Communication Equipment only. The Property may not be used for any other purpose. The license includes the following:
1. “Access Space” which constitutes the non-exclusive right of ingress and egress to/from the Property at all times (subject, however, to Permits issued by City where streets must be closed or other work restrictions are imposed because of holidays or emergencies) and to/from the Premises (as defined below) to install, operate and maintain the Communications Equipment.
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
2. “Antenna Space” which constitutes space needed to install, maintain and operate of antennas and associated equipment;
3. “Cabling Space” which constitutes space for installing, operating and maintaining wires, cables, conduits and pipes running between and among the Space and Antenna Space and all necessary electrical and telephone utility sources located on the Property;
B. The Access Space, Antenna Space, Cabling Space, and Space are collectively referenced as the “Premises” and must be as identified in encroachment permits (the “Permits”) issued by City in accordance with the Bellflower Municipal Code (“BMC”).
C. Provider is solely responsible to secure authorization from the owner of any pole or structure for purposes of attaching Communications Equipment for which a permit is sought.
D. If the Property has insufficient access to electric, telephone, cable or fiber utility sources, then City will issue to Provider or the local utility Provider a Permit to install such utilities on, over and/or under the Property necessary for Provider to operate its Communications Equipment.
E. City must approve the height, material, design, and placement of the Communications Equipment. Such approval will not be unreasonably withheld.
The City Manager, or designee, may make such determination.
4. USE OF PREMISES.
A. Provider is responsible for the planning, design, funding, and maintenance of the communication network intended to deliver electronic communication connectivity to all parts of City in accordance with this Agreement.
B. The network will consist of multiple wired and wireless technologies and other communication methods to reach the greatest number of City residents as is technologically practicable. The network will be open to City residents; visitors; businesses and government.
C. Provider will undertake its best efforts to provide electronic communications coverage in areas that include residential, commercial, government, streets, alleys, public areas, and other locations that will foreseeably become available during the term of this Agreement. There may be geographical limitations or regions not in need of communication technology. Such areas of exclusions will be reported to City.
D. Provider will deploy a communications network that meets or exceeds national
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
average performance as determined by the Federal Communications Commission (“FCC”) while seeking to be on par with local competitors of similar residential device connections to a network.
E. Provider may utilize a revenue model based on subscribers and registered users to the network. City users, however, will not pay for the use of the network once it is live and operational. Moreover, no usage may violate any existing or future Provider Terms and Conditions, or Usage rules.
F. Provider may deploy the network in phases once those phases are confirmed to City. Phases may occur in parallel with each other based on success of deployments, funding, and Permits.
G. City has no requirements regarding data provided to Provider by users accessing the network. Provider must comply with all applicable laws regarding consumer privacy including without limitation, the California Consumer Privacy Act (CCPA).
H. Provider will provide unlimited and no-cost network access to City for public service announcements including, without limitation, emergency notification; community alerts; and other government speech.
I. City will provide access and support for successful use of the Premises to Provider including, without limitation:
1. Facilitating processing of Permits for Communication Equipment upon Property and Premises;
2. City will cooperate with Provider in reasonable marketing efforts to encourage network use, enable visibility, and knowledge of the network.
J. City authorized the expenditure of $1,000,000 for 10,000 in-home customer premise equipment (CPE) units for qualified Bellflower households as described in Appendix A and Exhibit A which are incorporated by reference.
K. Provider will provide network expansion to cover up to 20,000 Bellflower, California households with voluntary, ultra-low cost, in-home broadband.
5. PERMITS. Before commencing any work on the Property, Provider must obtain Permits from City pursuant to the BMC. Each Permit will, for purposes of this Agreement, identify a licensed location for installing Communications Equipment subject to this Agreement (a “Licensed Location”). The Permits themselves, however, are governed by the BMC and not this Agreement, i.e., the conditions included in each Permit will be specific for a Licensed Location and are subject to all regulations within the BMC. Provider may surrender Licensed Locations at any time with or without cause upon 90-day notice to City. In an effort to continue to provide services to the community, City will work with
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
Provider to identify equal or better alternate locations, before the surrender of an existing location. Provider must provide evidence of authorization to attach Communications Equipment to a pole or structure owned by an entity other than City for a Permit to be issued for that location.
6. TERM; FEES AND PAYMENTS.
A. Unless otherwise terminated, this Agreement will be for a term of 10 years commencing upon the execution of this Agreement. Provider may terminate this Agreement upon written notice of the intent to terminate at least one year before the end of the then current term. City may change, amend, or terminate Provider’s use of the Property at any time, and in its sole discretion verbally or in writing with a 60-day notice.
B. The Licensed Location for installed Communication Equipment will become effective upon City accepting a notice of completion from Provider for that Licensed Location upon the Property (the “Effective Approval Date”). Thereafter, the Permit for a Licensed Location will be coterminous with this Agreement.
C. This Agreement will renew automatically on its anniversary date for four additional 5-year terms unless terminated by a Party in accordance with this Agreement.
D. Provider will pay City no fees, permit or otherwise for Licensed Locations under this Agreement.
7. CONSIDERATION. In consideration for the use of public rights of way for the purchase and installation of Communications Equipment and providing a voluntary, no-charge citywide wireless communications network to the residents of Bellflower, with an option to purchase low- cost in-home broadband services. Provider will offer City a share of ongoing revenues during the life of the Agreement based on the example provided in Appendix A.
A. Provider must achieve network use of at least 15% of the City’s population to make the network financially viable. Appendix A provides estimated costs, projections, and potential revenue sharing results.
B. Network investors will be paid first, within the initial 24 to 36 months of network deployment. The timeline is an estimate only and can be impacted by various factors including permitting, network usage, marketing, operating costs, and other factors not within control of Provider.
C. Provider acknowledges that revenue sharing with City will commence when network deployment is complete and network use reaches 15% of the City’s population and agrees to provide regular usage data and deployment updates to City.
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
8. CONDEMNATION. If all or part of the Property is acquired by eminent domain or purchase in lieu thereof, Provider acknowledges that it will have no claim to any compensation awarded for the taking of Property or any portion thereof or for loss of or damage to Provider’s improvements.
9. RELOCATION BENEFITS. Provider acknowledges that it has been informed that City is a public entity and that Property was previously acquired by City for a public purpose. Provider further acknowledges that any rights acquired under this Agreement arose after the date of acquisition of Property and that said rights are subject to termination when Property is needed by City. Provider hereby acknowledges that at the time of said termination of this Agreement by City, it will not be a “displaced person” entitled to any of the relocation assistance or benefits offered to displaced persons under State or Federal law.
10. ALTERATIONS. Provider will not make, or cause to be made, any alterations to the Property, or any part thereof, without City’s prior written consent.
11. HAZARDOUS/TOXIC WASTE. City has not, nor, to City’s knowledge, has any third party used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (as defined below) on, under, about or within the Property in violation of any law or regulation. Provider agrees that it will not use, generate, store or dispose of any Hazardous Material (as defined below) on, under, about or within the Property in violation of any law or regulation. Provider agrees to defend and indemnify City, to the extent stated in Section 14, against any and all losses, liabilities, claims or costs arising from any breach of any warranty or agreement contained in this Section. As used in this Section, “Hazardous Material” means any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos).
12. SIGNS. Provider will not place any sign upon the Property without City’s prior written consent.
Provider will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances.
13. ASSIGNMENT. Provider will not be permitted to assign this Agreement or any interest therein without City’s written permission. The City Manager is authorized to grant such permission which will not be unreasonably withheld, unless the assignment is due to an acquisition or merger, or by a successor of all or substantially all of the Provider’s business or assets.
14. INDEMNIFICATION.
A. Provider will hold City harmless and free from any and all liability arising out of this Agreement, or its performance, except for such loss or damage arising from City’s sole negligence or willful misconduct. Should City be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, pursuant to this Agreement,
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
Provider will defend City (at City’s request and with counsel satisfactory to City) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section “City” includes City’s officers, officials, employees, agents, representatives, and certified volunteers.
C. Provider expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
E. The requirements as to the types and limits of insurance coverage to be maintained by Provider as required by below, and any approval of said insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Provider pursuant to this Agreement, including but not limited to the provisions concerning indemnification.
15. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, Provider will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits (combined single)
Commercial general liability: $2,000,000
Workers compensation Statutory limits
B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO Forms. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies must be endorsed to name City, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable except upon thirty (30) days prior written notice to City except for nonpayment of premiums which may be cancelable upon ten (10) day notice.
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
C. Provider will furnish to City duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.” Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. Provider will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.
D. Should Provider, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at Provider’s expense and charge the cost of such insurance to Provider under this Agreement or terminate.
E. All policies required by this Agreement must allow City, as additional insured, to satisfy the self-insured retention (“SIR”) and deductible of the policy in lieu of Provider (as the named insured) should Provider fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Finance Director. Provider understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Provider as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Provider’s behalf upon the Provider’s failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Provider for breach of this Agreement in addition to any other damages incurred by City due to the breach.
16. COMPLIANCE WITH LAW. Provider will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Property and will faithfully observe in the use of the Property all applicable laws. The judgment of any court of competent jurisdiction, or the admission of Provider in any action or proceeding against Provider, whether City be a party thereto or not, that Provider has violated any such ordinance or statute in the use of the Property will be conclusive of that fact as between City and Provider.
17. INTERFERENCE.
A. Provider agrees that Provider’s Communication Equipment will not cause interference that is measurable in accordance with industry standards to any City communications equipment including, without limitation, traffic signal control equipment. City agrees that City will not cause interference that is measurable in accordance with industry standards to the Communication Equipment.
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
B. Without limiting any other rights or remedies, if interference occurs and continues for a period exceeding 48 hours following notice to the interfering party via telephone to Provider’s Network Operations Center at (a telephone number to be provided before the network going live, or to City at (562) 804-1424, extension 2010, the interfering party must reduce power or cease operations of the interfering equipment until the interference is cured.
C. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this section and therefore the Parties have the right to equitable remedies such as, without limitation, injunctive relief and specific performance.
18. REMOVAL AT END OF TERM; TERMINATION; ABANDONMENT OF RIGHT-OF- WAY; WIDENING.
A. Provider will, within 120 days after termination of this Agreement, restore the Property to its original condition, reasonable wear and tear and casualty damage excepted. City agrees and acknowledges that all of the Communication Equipment will remain the personal property of Provider and Provider will have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable laws.
B. The Parties recognize that City may hold an easement interest only in certain of its Property. Upon abandonment by City of a road or section thereof, Provider may have no rights against the owner of the underlying fee estate to maintain its facilities. Provider will have no right to cause City to continue to operate such Property. In the event, in its reasonable discretion, City determines it is in the public interest to abandon such Property, the affected Licensed Location will terminate and Provider will not be obligated to pay City further fees for such Licensed Location.
C. The Parties recognize that City may from time to time widen, expand and/or add sidewalks, bike trails or make other right-of-way improvements (collectively referred to as “Widening Improvements”). In the event that Provider’s Communication Equipment must be moved to accommodate said improvements.
City may, but is not required to, work with Provider to identify equal or better alternate locations, before the surrender of an existing location.
19. RIGHTS UPON SALE. Except as otherwise provided, should City at any time during the Term decide (i) to sell or transfer all or any part of the Property to a purchaser other than Provider, or (ii) to grant to a third party by easement or other legal instrument an interest in and to a portion of a Licensed Location, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, such sale or grant of an easement or interest therein will be under and subject to this Agreement and any such purchaser or transferee will recognize Provider’s contractual rights.
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
20. DEFAULT. In the event there is a breach by a Party with respect to any of the provisions of this Agreement or its obligations under it, the non-breaching Party will give the breaching Party written notice of such breach. After receipt of such written notice, the breaching Party will have 60 days in which to cure any breach, provided the breaching Party will have such extended period as may be required beyond the sixty 60 days if the breaching Party commences the cure within the 60-day period and thereafter continuously and diligently pursues the cure to completion. The non-breaching Party may not maintain any action or effect any remedies for default against the breaching Party unless and until the breaching Party has failed to cure the breach within the time periods provided in this Paragraph.
21. CASUALTY. In the event of damage by fire or other casualty to the Premises, not the fault or cause of Provider, that cannot reasonably be expected to be repaired within 45 days following same or if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt Provider’s operations at the Premises for more than 45 days, then Provider may, at any time following such fire or other casualty, provided City has not completed the restoration required to permit Provider to resume its operation at the Premises, may terminate this Agreement upon 15 days prior written notice to City. Notwithstanding the foregoing, if the casualty is not the fault or cause of Provider then the fees owed to City will abate during the period of repair following such fire or other casualty in proportion to the degree to which Provider’s use of the Premises is impaired.
22. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this Agreement will not constitute a waiver of any further breach of the same or other term of this Agreement.
23. ENTRY BY CITY AND PUBLIC. Neither this Agreement nor any Permit conveys any property interest to Provider. Except for areas restricted because of safety concerns, City and the general public will have unrestricted access upon Property for all lawful acts.
24. POSSESSORY INTEREST TAXES. While this Agreement constitutes a license to use real property without any possessory interest granted to Provider, City nevertheless informs Provider pursuant to Revenue & Taxation Code § 107.6 that any property interest in the Property may be subject to property taxation if created and that Provider may be subject to the payment of property taxes levied on its interest. Provider may not deduct such amount from payments to City.
25. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of Provider, or a general assignment by the Provider for the benefit of creditors, or any action taken or offered by Provider under any insolvency or bankruptcy action, will constitute a breach of this Agreement by Provider, and in such event said license will automatically cease and terminate.
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
26. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party to this Agreement by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to Provider at:
To City
City Manager
City of Bellflower
16600 Civic Center Dr,
Bellflower, CA 90706
To Provider:
Tradewinds Networks Inc.
11801 Pierce St., 2nd FL
Riverside, CA 92505
Attn: Keith Alexis
Either party may change its address for the purpose of this Section by giving written notice of the change to the other party.
27. ACCEPTANCE OF ELECTRONIC SIGNATURES. This Agreement and its amendments may be executed with electronic signatures in accordance with Government Code §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature.
28. GOVERNING LAW. This license has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County.
29. PARTIAL INVALIDITY. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, unimpaired by the holding.
30. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between City and Provider respecting Property, the use of Property by Provider, and the specified license term, and correctly sets forth the obligations of City and Provider. Any agreement or representations respecting Property or its licensing by City to Provider not expressly set forth in this instrument are void.
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
31. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.
32. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This license may be modified by written agreement. City’s city manager, or designee, may execute any such amendment on behalf of City.
33. COUNTERPARTS. This license may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date.
34. MUNICIPAL POWERS. Nothing in this Agreement is intended to, nor can it, act as a limitation on City’s present or future exercise of police powers in accordance with the California Constitution and applicable law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.
CITY OF BELLFLOWER TRADEWINDS NETWORKS INC.
Ryan Smoot, City Manager Keith Alexis, President
ATTEST:
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
Karl H. Berger, City Attorney
Taxpayer ID No. 99-0620615
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
Appendix A
Estimated network cost, revenue, and revenue sharing.
Due to the flexible and undulating nature of ad revenue, these are estimated projections, provided as guidance and will be updated quarterly and reported to City with a report on the progress.
Deployment locations and Phases:
Estimated cost of deployment for each section. This cost is carried but the investor group working in tandem with Tradewinds Networks Inc. as part of the TEA (TNi Equity Access) program to bridge the digital divide. These deployment values are estimates only and will be confirmed once final site surveys are completed.
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
REVENUE MODEL:
The TEA Program works with investors, local community groups, and federal, state, and local grant programs to facilitate IP networks for cities. Once live, the network is monetized using various revenue options to help pay for initial investment, ongoing support, maintenance, and expansion. Repayment of the initial network funding typically takes 24-36 months based on adoption rates. Once repayment of the initial network and infrastructure is complete, the revenue sharing with the City will begin.
The City of Bellflower’s Estimated Ad Revenue Sharing Plan Based on estimated gross revenue from advertising monetization
TEA
Program
Year
Estimated
Monthly
Revenue
Estimated
Annual Gross
Revenue
Revenue
Donation
Rate
Estimated
Annual
Program
Donation
Year 3 $73,708 $884,496 10% $88,450
Year 4 $96,508 $1,158,096 20% $231,619
Year 5 $144,721 $1,736,652 20% $347,330
Year 6 $173,556 $2,082,672 20% $416,534
Year 7 $250,863 $3,010,356 20% $602,071
Year 8 $250,863 $3,010,356 20% $602,071
Year 9 $250,863 $3,010,356 20% $602,071
Year 10 $250,863 $3,010,356 20% $602,071
Category definitions:
1. TEA Program Year – Each year the City is eligible for network revenue sharing
2. Est. Monthly Revenue – An estimate of the average total revenue per month for a 12-month period
3. Est. Annual Gross Revenue – An estimate of the average total revenue per year
4. Rev Donation Rate – This is the percentage of revenue shared with the City for that year
5. Est. Annual Program Donation – The total estimated revenue given to the City in that one year.
NOTE: These revenue projections are subject to fluctuations, both upward and downward, throughout the duration of the agreement, and are provided as estimates. Various factors, including but not limited to market conditions, regulatory changes, and unforeseen events, may impact the actual revenues experienced.
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
NOTE:
Delay of payments to the investors and City can include events the Provider cannot control including without limitation:
• Acts of God and other Force Majeure events beyond the control of the provider • Construction, permit, regulatory, and installer delays • Delays due to public notices provided in response to pandemic and other health or non-health emergencies
• Limitation of location for equipment installations
• Supplier shortages or supply chain disruptions
• Any other limitation or delay that the Provider reports to the City
City of Bellflower
Agreement File No. 1040
Tradewinds Networks Inc.
Exhibit A
CITY OF BELLFLOWER
BUDGET RESOLUTION NO. 23-34
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