Bremerton School District 100-C High Speed Fiber Optic Wide Area Network Infastructure RFP Response High Bandwidth Intra-District Network” RFP# E-Rate Year 19 (2016/2017)

3/23/2016

Delivered to – via email Bremerton School District Attn: Steve Bartlett 134 Marion Avenue North Bremerton, WA 98312

Cover Letter Steve Bartlett – Director of IT 134 Marion Avenue North Bremerton, WA 98312 RE: E-Rate Year 19 (2016-2017) RFP for High Speed Fiber Optic Wide Area Network Infastructure Dear, Steve WAVE is pleased to present its response for this Request for Proposal (RFP) for the Bremerton School District. Wave Business acknowledges receipt of every communication and addendum issued for this solicitation. We have read, understand, and fully comply with all mandatory requirements identified in the RFP. Wave Business has made every effort to present the most complete, responsive, and cost-effective Fiber Network solution for this solicitation. We encourage you to review our responses carefully to understand the specifics of what Wave is presenting for this newly built Fiber Network. Your dedicated WAVE account team welcomes the opportunity to work with the District and is always ready to schedule face to face meetings to address, discuss, and review this proposal or any other potential circuit in full detail. We want the Bremerton School District to completely understand the service dynamics, support and technology being offered. Wave is presenting solutions that can be easily and cost effectively implemented into the District’s existing network and service requirements. I will be you main point of contact and my information follows. Mike Puckett, Manager – GEM & Strategic Accounts 401 Parkplace Center, Suite 500 Kirkland, WA 98003 Voice: (360) 550-4496 Fax: (360) 550-4158 Cell: (206) 200-3072 E-mail: mpuckett@wavebroadband.com Thank you again for the opportunity to work with the Bremerton School District. We sincerely believe our team is presenting a solution that demonstrate not only our capabilities, but our commitment to the District to provide you service offerings that are cost effective and meet your every current and future need. Respectfully, Michael W. Puckett, Manager – GEM & Strategic Accounts

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Table of Contents • Why Wave? – Page 3 • Company Overview - Pages 4-6 • Executive Overview - Pages 7-8 • Proposed Service Deployment Schedule –Page 9 • Proposed Network Design – Page 10 • Proposed Solution Notes: Page 11 • Proposed Site Map – Page 12-13 • RFP Pricing – Page 14 • References – Page 15 • Contact Information/SPIN Numbers – Page 16 • SLA for Lit Services - Separately attached. • Sample Service Order – Separately attached.

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Why Wave? • With decades of experience and certifications in designing, engineering, implementing and operating carrier class networks,

Wave is a perfect vendor to add to your School District’s mix. Our engineers’ experience ranges from circuit design and planning, permitting, constructing fiber, designing routing architectures, building optical switching, voice and video networks and 24/7 maintenance and operations.

• With over $1B of private equity funding, Wave will spend $20MM in 2016 to upgrade and increase reliability in its overall Fiber

Network as well as $42MM to expand its Fiber network by over 1500 route miles. Wave has a full understanding of the requirements of the Educational entities we serve, and with the full backing of our investment team, Wave Broadband has the capacity and the knowledge to service and support the services presented in this RFP.

• Our dedication to providing state of the art fiber services to our customers (including several Fortune 50 Companies and

several hundred cell sites in Washington, Oregon and California) necessitated extending our fiber optic network into business parks and neighborhoods throughout the markets we serve. The result is a fiber-rich, robust optical network . With over 190,000 miles of fiber up and down the West Coast, Wave has grown into a telecommunications leader with clients stretching from the Canadian Border to California.

• Wave has the flexibility to partner with your school district to supports its needs from both a cost and ability to scale

perspective.

• Wave is uniquely poised to be a strong, emerging partner with your school district. With our work in the markets we service, we have earned an excellent reputation for on-time delivery, responsiveness, outstanding documentation, and a “can-do” culture. Our strengths (and your advantages in selecting us) stem from our size and our ability to flex, respond, anticipate and deliver like no other competitor. We know this because we actually do the underlying fiber installation work for them – and we’ve learned how to do it better and smarter.

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Company Overview Wave Division Holdings, LLC operates leading broadband cable systems under the trade name Wave Broadband in the Tier 1 suburban markets of Seattle, WA, Sacramento, CA, San Francisco, CA and Portland, OR. As of April 30, 2015, we passed approximately 616,000 homes and approximately 115,000 businesses in our service areas, had approximately 244,000 customer relationships, and served approximately 443,000 revenue generating units (“RGUs”), including approximately 214,000 HSD subscribers and approximately 85,000 voice subscribers. Wave serves customers through a fully-upgraded, fiber-rich and redundant communications network, which utilizes a variety of state-of-the-art technologies including up to 860 MHz hybrid fiber-coaxial (“HFC”) systems and select fiber-to-the-home (“FTTH”) service areas. Our four primary markets are interconnected through a 10 and 100 Gbps networks of owned and leased fiber transport connections that allow us to transmit data, video, voice and internal communications traffic between our systems. In addition to our HFC and FTTH residential and small business focused network, we offer business service products that utilize owned metro fiber assets in Seattle, San Francisco, Sacramento and Portland, all of which are interconnected to our 10 and 100 Gbps fiber backbone. Wave Business (“WB”), our commercial services division, offers a range of telecommunications services to local businesses, enterprises, other telecommunications carriers, and institutions such as schools, hospital networks, government agencies and military bases throughout our markets. WB is a facilities-based provider of communications products including multi-line business-class telephone offerings, commercial-class Internet services, enterprise-level dedicated fiber-optic direct Internet access and point-to-point fiber communications services, colocation capabilities and fiber-to-the-tower connectivity. Wave entered its first market, Seattle, through the completion of three acquisitions in 2003 and established central operations in the Seattle area. From 2004 through today, we have grown both organically and through acquisitions of cable systems and fiber assets, with 16 strategic acquisitions completed over this period, including: • From Seren Innovations (operating as Astound Broadband) in 2005 to enter the San Francisco market; • From RCN in 2007 to enhance our footprint in the San Francisco market and obtain extensive metro fiber assets; • From Starstream Communications in 2007 to enter the Sacramento market; • From Charter Communications and Willamette Broadband in 2007 to enter the Portland market; • From Broadstripe in January 2012 to enhance our footprint in the Seattle region and significantly increase our Seattle metro

fiber assets (the “Broadstripe Acquisition”); • From Black Rock Cable (“Black Rock”) located in Bellingham, WA, in November 2012 to enhance our fiber network footprint

by 976 route miles between Wave’s Seattle, WA systems and the Canadian border as well as enhance our network engineering and construction team capabilities to take advantage of commercial opportunities across all of Wave’s markets (the “Black Rock Acquisition”);

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Company Overview – (cont.) • from Spectrum Networks, Inc. and its wholly-owned subsidiaries, Seattle’s Best Internet, LLC, SNI Networks Canada, LLC and Vanoppen.biz, LLC (collectively, “Spectrum”) in September 2013 to strengthen our commercial and residential Internet businesses in Seattle, WA (the “Spectrum Acquisition”); and • from Capacity Provisioning Incorporated (“CPI”), located in Port Angeles, WA, Sequim, WA, and surrounding areas, in March 2014 to enhance our fiber footprint in the Olympic Peninsula area of Washington state (the “CPI Acquisition”). Our commercially-focused acquisitions have enhanced our product offerings with additional fiber-based enterprise solutions and significantly added to our fiber assets. In addition, these acquisitions have added expertise and capabilities to take advantage of commercial growth opportunities across all of our markets. These acquisitions have allowed us to capitalize on the fast-growing and high-margin commercial segment, leverage our existing network and further penetrate the approximately 115,000 businesses that we believe operate across our geographic footprint. OUR STRENGTHS Advanced and interconnected network infrastructure We have made a significant commitment to developing a state-of-the-art network. In 2015, we are investing over $24MM in core network upgrades to ensure we maintain an industry leading network from a reliability, scalability and cost perspective. Our four markets in Seattle, Sacramento, San Francisco and Portland are all interconnected through a 10 and 100 Gbps networks of owned and leased fiber transport connections that allow us to transmit all HSD, video, voice and internal communications traffic between our systems. Wave has also been named PC Magazine’s 2014 “Fastest ISP in the Northwest”. Significant metro fiber assets support continued commercial services growth opportunity In addition to our fully upgraded HFC and FTTH residential and small business focused network, we offer business service products to small- and medium-sized enterprises as well as larger corporate customers. WB, our commercial services division, markets our commercial product offering under both the Wave Business and the Astound Business trade names and utilizes metro fiber assets in Seattle, San Francisco, Sacramento and Portland, all of which are interconnected to our 10 Gbps fiber backbone. Our recent commercially-focused acquisitions have enhanced our product offerings with additional fiber-based enterprise solutions and significantly added to our fiber assets.

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Company Overview – (cont.) OUR STRATEGY Provide our customers with a full suite of advanced broadband products through a fully-upgraded network We continually strive to provide customers with the industry’s newest, high-quality advanced services and attractive discounted bundles that enhance customer retention. We have consistently executed our strategy of rebuilding or upgrading cable systems and connecting them to our network to make advanced services available. We completed network investments across our footprint including the integration and completion of DOCSIS 3.0, creation of a master head end and purchase of our own redundant phone switches. These technological enhancements should allow us to better utilize our networks to offer more advanced services and faster Internet speeds, enhancing customer satisfaction. Provide superior customer service We seek to maximize customer satisfaction and retention by providing superior customer service through our in-house customer call center, excellent technical service assistance and network reliability. We operate a centralized customer call center at our Kirkland, Washington headquarters, which handles customer service and support for all of our products. We provide live 24/7 technical support for both residential and commercial customers. We also provide customer service 24/7, live or online. Our customer service operations utilize technologically advanced software and equipment that enhance interactions with our customers through more intelligent call routing, data management, forecasting and scheduling. Historically, our superior customer service, satisfaction and operating metrics have been demonstrated by a consistently high Net Promoter Score, which increased from 58.9 in February 2012 to 62.5 in May 2014. Notably, we were awarded Independent Operator of the Year by CableFAX Magazine, presented in partnership with the American Cable Association and the National Cable Television Cooperative. This award is given to the cable operations company that exemplifies excellence throughout its footprint in service, sales, marketing, community service and industry advocacy. Providing our customers with best-in-class support services will remain our priority going forward as we work hard to deliver the best products, a superior value, world-class customer service and the most reliable network By accomplishing this, Wave rises above the competition to become the number one choice for broadband products and services.

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Executive Overview • Steve Weed (Chief Executive Officer) – Mr. Weed is the founder, member of the Management committee and Wave’s Chief

Executive Officer since the company’s inception in 2002. Mr. Weed has over 30 years of industry experience and prior to Wave, served as COO of Summit for over 10 years. Mr. Weed’s industry background includes management roles in both marketing and technical operations. An industry leader, he is the former Chairman of the American Cable Association (ACA), a 2002 inductee of the Cable TV Pioneers, and the recipient of both regional and national industry leadership awards.

• Harold Zeitz (President & COO) - Mr. Zeitz joined Wave in May 2014. He has deep telecommunications and wireless experience and consumer web services. He spent the last 10 years leading internet businesses including social media, online gaming and financial services. For the prior 10 years he was an executive at AT&T Wireless/McCaw cellular leading operating districts as a general manager leading to running consumer marketing for the entire company. Additionally, he began his career after business school leading engineering and operations teams in AT&T’s Network Services Division. He has deep experience leading marketing, operations and sales for businesses with 24/7 customer requirements in financial services and telecommunication.

• Wayne Schattenkerk (Chief Financial Officer) – Mr. Schattenkerk has served as Chief Financial Officer since 2006. Mr. Schattenkerk over 25 years of finance and operational experience, 12 of which have been in the cable industry. Prior to Wave, he served as Chief Financial Officer, then President and Chief Operating Officer of Saltmine, a creator of web-based business applications for Northwest companies. He formerly served with Northland Communications as Corporate Controller and then as Vice President of Western Operations and for IBM Corporation in a variety of accounting and finance positions supporting both the manufacturing and research divisions. He currently serves as a director on the National Cable Television Cooperative (NCTC) board where he chairs the Finance Committee and is also a member of the executive and audit committees.

• Milissa Miller (Executive Vice President, Fiber Design and Construction) – As an operations management professional for over 26 years Milissa joined Wave with the acquisition of Black Rock Cable at the end of 2012 and rapidly began sharing knowledge and best practices around fiber deployment based on years of success in this business at Black Rock Cable. Prior to Wave, Milissa held senior level management roles in different organizations including Vice President, Operations for Black Rock Cable, Operations Manager for FiberCloud in Bellingham, WA, and various other leadership roles in the telecommunications industry. This extensive background and leadership experience in the cable and telecommunications industries makes Milissa ideally suited for her responsibilities at Wave.

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Executive Overview (cont.) • Jim Penney (Executive Vice President / Business and Legal Affairs) – Jim Penney has worked in the cable industry for over 27

years and has extensive experience in cable mergers and acquisitions, cable finance, all aspects of cable, broadband, and telecommunications law and the rules of the Federal Communications Commission. From 1985 to 2000 Jim was Vice President and General Counsel of Northland Communications. Jim was a partner at Cairncross & Hempelmann from 2000 to 2005 where he practiced in the Corporate Finance and Technology Transactions groups and represented Microsoft Corporation, Starwood Corporation, Sealaska Corporation, Rovers Restaurant, Alan Wong’s Restaurant, and a number of cable operating companies. Jim currently serves as a director of the Washington State Broadband Association and as director and President of the Oregon Cable Telecommunications Association. Washington Law & Politics Magazine named Jim as a Washington Super Lawyer in 2007, 2008 and 2009.

• Tim Klinefelter (EVP of Broadband Services) – Tim oversees the regional operations groups and the RF Engineering group. Tim has an expansive background in broadband with 35 years in the cable industry. Tim has held numerous senior management roles in operations including many years at TCI/AT&T as a Director of Operations. More recently, Tim held the position of SVP, Operations for Time Warner (formerly Insight Communications) with oversight of nearly 400,000 customers in the Louisville, Kentucky region. While with Insight, Tim’s region won numerous company awards as the top performing region in the company.

• Patrick Knorr (EVP Business Solutions) – Patrick oversees Business Solutions and New Acquisitions. With his long term success in the cable industry in business services, Patrick’s experience is well matched for these high growth components of Wave’s Business Solutions. As the General Manager at Sunflower Broadband for 10 years, and COO of the parent company prior, Patrick’s leadership paved the way for deployment of market leading products that resulted in an industry reputation as technology innovator for Sunflower. In early 2013, Patrick was named to the 2013 CableFAX Digital Hot List, an award recognizing executives leading innovation and progress in social media, digital distribution, app development, web content, technology strategy, TV Everywhere/authentication and other cutting-edge multi-platform projects.

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Proposed Service Deployment Schedule Due to the size of this new fiber build, Wave proposes the following construction and deployment schedule: • Within weeks of being awarded the school district’s RFP Project, Wave would sit

down with the District’s team to discuss network construction and design and to prioritize individual sites for upcoming build. At that time a Business Implementation Manager will be assigned to the District and will meet to formulate a complete time-line for installation.

• Upon signature of agreement and approval to build, Wave would commit to having any sites awarded, installed within 6-8 months. While this could fall after the new E Rate funding year has started, we’ve tried to allow enough time for permitting and construction. With that in mind, Wave is willing to negotiate with the District ways to make the District whole during the months that existing circuits may be billed on a higher month-to-month cost.

• Individual Sites would be billed as each site is completed, tested and accepted by the District.

• Wave provides local construction, engineering, splicing, maintenance, and repair personnel. Innovative concentric ring architecture to provide maximum reliability, flexibility, and cost efficiency. High-count fiber builds will provide immediate availability to support future growth and allow for conversion from Lit to Dark Fiber in the future (cost to be negotiated).

• Pricing Note: Wave has proposed a 10-Gig “collector” circuit at the District Office location with 2 10-Gig switches installed. If Bremerton SD opts for larger than 1 Gig circuits at any site – Wave will add additional 10-Gig switches to keep from over-subscribing at the District Office at no additional cost to the District.

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Proposed Network Design

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Proposed Solution Notes: • All new fiber network that allows for continued growth and scalability

as well as a conversion to dark fiber at any time during the agreement.

• 48-72 hour turn-around on circuit upgrades (when necessary switches are on hand).

• Upgrades will be priced no-higher than proposed pricing. • Additional sites may be added during the existing term – with NRC

prices (if needed) to be negotiated based on fiber build costs. • Language for upgrades and additional circuits will be included in

Service Order for awarded circuits as in accordance with E Rate rules.

• Service Level Agreement is attached.

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Site Map:

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Site Map #2

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Pricing Proposal:

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Attachment A Wide Area Network Bid Worksheet FY 2016 Bremerton School District 100-C

1 GBPS 2 GBPS 5 GBPS 10 GPBS 120 Month Pricing 120 Month Pricing 120 Month Pricing 120 Month Pricing

Recurring Non-recurring Recurring Non-Recurring Recurring Non-Recurring Recurring Non-Recurring 1 Armin Jahr Elementary School - 800 Dibb Street, Bremerton, WA 98310 $900.00 $0.00 $1,275.00 $0.00 $1,525.00 $0.00 $1,750.00 $0.00 2 Crownhill Elementary School - 1500 Rocky Point Road, Bremerton, WA 98310 $900.00 $0.00 $1,275.00 $0.00 $1,525.00 $0.00 $1,750.00 $0.00 3 Kitsap Lake Elementary School - 1111 Carr Blvd, Breemrton, WA 98310 $900.00 $0.00 $1,275.00 $0.00 $1,525.00 $0.00 $1,750.00 $0.00 4 Naval Ave Early Learning Center - 900 Olympic Avenue, Bremerton , WA 98310 $900.00 $0.00 $1,275.00 $0.00 $1,525.00 $0.00 $1,750.00 $0.00 5 View Ridge Elementary School - 3250 Spruce Ave, Bremerton, WA 98310 $900.00 $0.00 $1,275.00 $0.00 $1,525.00 $0.00 $1,750.00 $0.00 6 West Hills Stem Academy - 520 National Ave S, Bremerton, WA 98312 $900.00 $0.00 $1,275.00 $0.00 $1,525.00 $0.00 $1,750.00 $0.00 7 Mountain View Middle School - 2400 Perry Ave, Bremerton, WA 98310 $900.00 $0.00 $1,275.00 $0.00 $1,525.00 $0.00 $1,750.00 $0.00 8 Bremerton High School - 1500 13th St, Bremerton, WA 98337 $900.00 $0.00 $1,275.00 $0.00 $1,525.00 $0.00 $1,750.00 $0.00 9 District Administration Building / Renaissance High - 134 Marion Ave N, Bremerton, WA 98312 N/A N/A N/A N/A N/A N/A $1,750.00 $0.00

10 West Sound Technical Skills Center - 101 National Ave N, Bremerton, WA 98312 $900.00 $0.00 $1,275.00 $0.00 $1,525.00 $0.00 $1,750.00 $0.00 11 Consolidated Facilities - 200 Bruenn Ave, Bremerton, WA 98312 12 Child Nutrition Services - 3423 $900.00 $0.00 $1,275.00 $0.00 $1,525.00 $0.00 $1,750.00 $0.00 12 Child Nutrition Services - 6th Street, Bremerton, WA 98312 $900.00 $0.00 $1,275.00 $0.00 $1,525.00 $0.00 $1,750.00 $0.00

TOTAL

GRAND TOTAL (MONTHLY PLUS NON-RECURRING) $9,900.00 $0.00 $14,025.0

0 $0.00 $16,775.0

0 $0.00 $21,000.00 $0.00 (may change with selection of different circuit sizes to a particular location) Taxes & Fees approximately 5% PRICING NOTE: At any time during the course of the Agreement Term, District may upgrade any of the above circuits at the listed prices above. Circuit will be upgraded within 3-5 business days or less. Wave will install additional 10-Gig switches as District Office as the need arises (due to school site circuits being upgraded) at no additional charges to keep from over-subscribing District Office collector circuit. The above language will also be part of the Service Order Agreement which will allow for circuit changes in accordance to USAC's E-Rate rules.

References:

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Edmonds School District (41-site dark fiber network) – Cynthia Nelson/Director of Technology 20420 68th Ave W, Lynnwood, WA 98036 - NelsonC@edmonds.wednet.edu - 425-431-7337 Everett School District (28-site dark fiber network) – Ken Toyn/IT Director 3715 Oakes Ave, Everett, WA 98201 - ktoyn@everett.wednet.edu - 425.385.4200

• Placer Union High School District: Doug Marquand (Asst Supt) – 1300 New Airport Road, Auburn, CA 95603 - dmarquand@pushd.k12.ca.us

• Silver Falls School District (OR): Brett Milliken – 802 Schlador Street, Silverton Oregon 97381 – 503-873-6331 X3923 – Milliken_Brett@silverfalls.k12.or.us

• Western Placer Unified School District – Tsugu Furuyama (Director of Technology) – Lincoln, CA 95648 - tfuruyama@wpusd.k12.ca.us

• Rocklin Unified School District (CA): Mike Fury Mate (CTO) – 2615 Sierra Meadows Drive, Rocklin, CA 95677 - 916-630-3199 – mfury@rocklin.k12.ca.us

• Placer County Office of Education (CA): James Anderberg (Executive Dir of Admin Services) – 360 Nevada Street, Auburn CA 95606 – 530-889-5904 – janderberg@placercoe.k12.ca.us

• Santiam Canyon School District (OR): Todd Miller (Superintendent/Elementary Principal) – PO Box 197, Mill City, Oregon 97360 – 503-897-2321 – todd.miller@santiam.k12.or.us

• North Marion School District (OR): Lori Wells (Network Coordinator) – 20256 Grim Road NE, Aurora, Oregon 97002 - 503-678-7105 – lori.wells@nmarion.k12.or.us

• George Fox University (OR): Andy Baker (Director of IT Infrastructure) – 503-554-2579 – abaker@georgefox.edu

Some of the other Districts that use Wave services: Newcastle Elementary School District, Colfax Elementary School District, Dixon Unified School District, Cascade School District)

Contact Information:

Wave Division Holdings, LLC 401 Parkplace Center, Suite 500 Kirkland, WA 98033 Michael W. Puckett Manager – GEM & Strategic Accounts 866-290-4555 360-550-4158 (fax) 206-200-3072 (cell) mpuckett@wavebroadband.com Wave Division Holdings, LLC SPIN Number is: 143030836 Wave Division VI, LLC FRN Number is: 0015-63-7911

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Thank you for considering us!