Resolution No. 82791
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RESOLUTION NO. 8279
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
APPROVING AND AUTHORIZING THE EXECUTION OF AN
AGREEMENT NO. 01 OPTICAL FIBER USE AGREEMENT AND SHORT
FORM IRU-01.1 INDEFEASIBLE RIGHT OF USE AGREEMENT BY
AND BETWEEN THE CITY OF VERNON AND C.R. LAURENCE CO.,
INC. FOR PILOT FIBER OPTIC PROGRAM
WHEREAS, the City of Vernon ("City") has installed a fiber-
optic cable network around the perimeter of the City and has studied
the feasibility of providing excess unactiviated or dark fibers to
businesses in the City to enable such businesses to have access to
voice, data and/or video services; and
WHEREAS, the City has determined that taking advantage of
the existing fiber-optic network provides businesses in the City with
access to enhanced communication services; and
WHEREAS, the City has developed a pilot program to provide
businesses with building -to -building fiber-optic connections; and
WHEREAS, the City and C.R. Laurence Co., Inc. ("C.R.
Laurence") have negotiated agreements to provide C.R. Laurence with the
use of two strands of the City's dark fiber; and
WHEREAS, by letter dated August 28, 2003, Bruce V.
Malkenhorst, the City Administrator/City Clerk, has recommended that an
Optical Fiber Use Agreement and Short Form Indefeasible Right of Use
Agreement be approved and executed with C.R. Laurence.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
land correct.
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SECTION 2: The City Council of the City of Vernon hereby
approves the Optical Fiber Use Agreement and Short Form Indefeasible
Right of Use Agreement with C.R. Laurence Co., Inc., a copy which is
attached hereto as Exhibit "A" and made a part hereof.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreement for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Agreement to:
C.R. Laurence Co., Inc.
Attn. Larry Komar, Director of Telecommunications
2503 Vernon Avenue
Vernon, CA 90058
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 3rd day of September, 2003.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
- 2 -
'- LEONIS C. MALBtTRG, Mayor
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8279, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday,
September 3, 2003, and thereafter was duly signed by the Mayor of the
City of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
- 3 -
EXHIBIT
0
AGREEMENT NO. 01
OPTICAL FIBER USE AGREEMENT
By and Between
THE CITY OF VERNON
and
C.R. LAURENCE CO., INC.
TABLE OF CONTENTS
Page
y,
1.
DEFINITIONS:
1
2.
TERM:
2
3.
TAXES:
2
4.
MAINTENANCE: ..............................................
2
5.
FREEDOM OF ACTION: .............
3
6.
COMPLIANCE WITH LAWS:
4
7.
RELOCATION OF THE FACILITIES:
4
8.
EVENTS OF TERMINATION:
4
9.
ADMINISTRATION OF THIS AGREEMENT:
7
10.
INDEMNIFICATION:
7
11.
INSURANCE:
8
12.
DEFAULT:
8
13.
FORCE MAJEURE:
9
14.
ASSIGNMENT: ...................................................................................................
............ 10
15.
WAIVER: .........................................................................................................................
10
16.
RELATIONSHIP NOT A PARTNERSHIP OR AN AGENCY:
........................................ 10
17.
NO THII;UD-PARTY BENEFICIARIES: ...................................
11
18.
NOTICES:
11
19.
GOVERNING LAW:
11
20.
FORUM SELECTION:
11
21.
USE OF THE CUSTOMER SYSTEM:
11
22.
PLURALS: ....................................................................................................
.................12
23.
PARTS OF AGREEMENT: .......................................................
- ..................................... 12
24.
COUNTERPARTS: ..........................................................................................................
12
25.
ACCEPTANCE TESTING: .........................................................
.................................... 12
26.
BILLING AND PAYMENT: ....................................................................
I ........................ 12
27.
TITLE: ................................. .......................................................
..................................... 13
28.
ENTIRE AGREEMENT: ..........................................................
....................................... 13
29.
RECITALS: ...................................................................... ...............................................
13
30.
SEVERABILITY:.............................................................................................................
13
EXHIBIT A: Short Form IRU Agreement
EXHIBIT B: Trouble Reporting Procedure
EXHIBIT C: Insurance
AGREEMENT NO. 01
OPTICAL FIBER USE AGREEMENT
THIS OPTICAL FIBER USE AGREEMENT (hereinafter referred to as the
"Agreement") is made and entered into and executed in duplicate originals, either copy of
which may be considered and used as the original hereof for all purposes, as of the P
day of September, 2003, between the THE CITY OF VERNON (hereinafter referred to
as the "CITY'.'), having its offices at 4305 Santa Fe Avenue, Vernon, California 90058,
and C.R. LAURENCE CO., INC. (hereinafter referred to as "CUSTOMER"), a
corporation, having an office at 2503 Vernon Avenue, Vernon, California 90058, and
which are sometimes referred to individually as "Party" and collectively as "Parties."
RECITALS
WHEREAS, the CITY has an existing optical fiber cable system or "Cable
System" (as hereinafter defined) throughout the City of Vernon, State of California; and
WHEREAS, the CITY has excess unactivated or dark fibers in the Cable System
and is willing, from time to time, to provide such dark fibers to CUSTOMER and to grant
CUSTOMER an Indefeasible Right of Use or IRU (as hereinafter defined) in and to such
dark fibers for the purpose of providing voice, data, and/or video services; and
WHEREAS, in connection with the grant to CUSTOMER of an IRU in and to
such dark fibers, the CITY is willing to allow CUSTOMER to use certain other specified
CITY -owned property, including, but not limited to, the CITY's Cable System; and
WHEREAS, the CITY will provide fibers in the Cable System to CUSTOMER in
connection with undertaking one or more projects; and
WHEREAS, the Parties have agreed to enter into this Agreement which embodies
the mutual covenants and agreements for the long term relationship between the Parties
hereto and for each such project; and
WHEREAS, the Parties have agreed to enter into separate Short Form IRU
Agreement(s) as hereinafter defined.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth in this Agreement, the Parties hereto do hereby agree as follows:
1. DEFINITIONS:
1.1 The following terms, whether in the singular or in the plural, when in this Agreement
and initially capitalized, shall be the meaning specified:
a. Agreement: This Optical Fiber Use Agreement.
b. Short Form IRU Agreement: Any number of short form agreements
between the CITY and CUSTOMER which identify the specific optical
fiber strands and facilities to be provided to CUSTOMER and which set
forth the associated fees, terms and conditions for CUSTOMER'S use of
such optical fiber strands and facilities. When executed, each Short Form
IRU Agreement shall be attached hereto as Exhibit "A" and made a part
hereof.
C. CUSTOMER S, sy tem: The optical fiber strands, innerduct, conduit,
building entrance facilities and associated appurtenances, to be provided to
CUSTOMER under the terms of this Agreement and the applicable Short
Form IRU Agreement(s) and the associated rights to access such fiber
strands at demarcation points as specified in the applicable Short Form
IRU Agreement(s).
d. Cable System: All hardware, including but not limited to, fiber cable,
poles, pole attached hardware, conduit, innerduct, enclosures, building and
facilities owned and operated by the CITY for its use.
2. TERM:
2.1 Unless terminated sooner in accordance with the terms and conditions of this
Agreement, the duration of this Agreement is three (3) years (hereinafter
referred to as the "Term"), commencing on the date of this Agreement
(hereinafter referred to as the "Commencement Date"). The duration of each
Short Form IRU Agreement, and any renewal or extension thereof, shall be set
forth in the applicable Short Form IRU Agreement for each portion of the
CUSTOMER System.
3. TAXES:
3.1 The CITY shall be responsible for all taxes and fees based on the physical
location of the Cable System and/or the construction thereof in, on, across, along
or through public or private roads, highways or rights -of -way.
3.2 The CUSTOMER shall be responsible for paying all taxes, and franchise, license
and permit fees (hereinafter collectively referred to as "Taxes") assessed against it
for the conduct of its business and for its use of the CUSTOMER System during
the Term of this Agreement.
4. MAINTENANCE:
4.1 All scheduled and emergency maintenance to and repair of the Cable System, and
all facilities through which the Cable System passes, shall be performed by or
Oa
under the direction of the CITY with reasonable notice to CUSTOMER at CITY's
sole cost.
Except as otherwise provided in the Short Form IRU Agreement, CUSTOMER is
prohibited from performing any maintenance or repair on the Cable System or
CUSTOMER System. CUSTOMER shall have the right to have an employee or
representative available to assist the CITY in any maintenance or repair of the
CUSTOMER System. The CITY shall maintain the CUSTOMER System in
accordance with the technical specifications (hereinafter referred to as the
"Specifications") attached to and made a part of the Short Form IRU Agreement
as its IRU-0 1. 1 -Exhibit-D.
a. Emergency Maintenance: The CITY shall respond to any failure,
interruption or impairment in the operation of the CUSTOMER System
within four (4) hours after receiving a report of any such failure, interruption
or impairment. The CITY shall use its best efforts to perform maintenance
and repair to correct any failure, interruption or impairment in the operation
of the CUSTOMER System when reported by CUSTOMER in accordance
with the procedures set forth in Exhibit `B" attached hereto and made a part
hereof.
b. Scheduled Maintenance: The CITY from time to time will schedule and
perform periodic maintenance to protect the integrity of the Cable System
and/or CUSTOMER System and perform changes or modifications to the
Cable System and/or CUSTOMER System at CUSTOMER'S request.
CUSTOMER may request Scheduled Maintenance by delivering to the CITY
a Statement of Work detailing the service CUSTOMER desires to have
performed, including the time schedule for such services. Upon receipt of
such a Statement of Work, the CITY will provide an estimate of the price and
timing of such Scheduled Maintenance. Following CUSTOMER's
acceptance of such estimate, the CITY will schedule and perform such
Scheduled Maintenance. The CITY will perform Scheduled Maintenance on
a time -and -materials basis at the standard CITY rates in effect at the time
services are performed. CITY rates in effect will be those identified in IRU-
01.1-Exhibit-A to the most recent Short Form IRU Agreement. Such rates
are subject to change at a rate not to exceed the cumulative CPI rates of
previous years since the last rate change.
5. FREEDOM OF ACTION•
Nothing in this Agreement shall restrict the CITY's right to conduct its business and
it may, without limitation, construct and install additional optical fiber cable systems
for any purpose whatsoever.
6. COMPLIANCE WITH LAWS:
CUSTOMER shall comply with all applicable federal, state, and local laws,
ordinances and regulations pertaining to this Agreement.
7. RELOCATION OF THE FACILITIES
CUSTOMER recognizes that, from time to time, the CITY may elect or be required
by parties other than the CUSTOMER to relocate the Cable System and/or the
CUSTOMER System, or a portion thereof. The CITY shall be solely responsible for
all costs incurred in relocating the Cable System and/or the CUSTOMER System and
shall use its best efforts to do so in a manner that will not cause any material
interruption in CUSTOMER'S use thereof. The CITY agrees to give CUSTOMER at
least thirty (30) days prior written notice of any relocation plans.
8. EVENTS OF TERMINATION•
8.1 Condemnation
a. If at any time during the term of this Agreement, all or any
significant portion of the Cable System or the CUSTOMER
System shall be taken for any public or quasi public purpose by
any lawful power or authority by the exercise of the right of
condemnation or eminent domain, either party may elect to
terminate this Agreement and/or the affected Short Form IRU
Agreement upon giving the other party sixty (60) days prior
written notice. In the event this Agreement and/or the affected
Short Form IRU Agreement is terminated in accordance with this
section, both parties shall be entitled to participate in any
condemnation proceedings to seek to obtain compensation via
separate awards for the economic value of their respective interest
in the Cable System or CUSTOMER System.
b. Upon its receipt of a formal notice of condemnation or taking, the
CITY shall notify CUSTOMER immediately of any condemnation
proceeding filed against the Cable System, including the
CUSTOMER System. The CITY shall also notify CUSTOMER of
any similar threatened condemnation proceeding and agrees not to
sell the CUSTOMER System to such acquiring agency, or other
party in lieu of condemnation without prior written notice to
CUSTOMER.
8.2 Damage or Destruction of the Cable System or the CUSTOMER System:
If at any time during the term of this Agreement and/or specific Short
Form IRU Agreement all or any significant portion of the Cable System
and/or CUSTOMER System provided by specific Short Form IRU
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Agreement shall be made inoperable and beyond feasible repair,
CUSTOMER may terminate the specific Short Form IRU Agreement
upon giving (30) days written notice to the other Party. In the event this
Agreement and/or specific Short Form IRU Agreement is terminated
under this section, both Parties shall be entitled to seek to recover the
economic value of their respective interest in the Cable System or the
CUSTOMER System (1) under any insurance policy carried by either
Party, or (2) seek recovery from any third party which may be legally
responsible for causing such damage or destruction.
8.3 Catastrophic Outage: If at any time during the. term of this Agreement, the
ability of the Cable System and/or CUSTOMER System, provided by
specific Short Form IRU Agreement, to transmit voice, data, and/or video
services is interrupted or degraded below the specifications in the Short
.Form IRU Agreement IRU-01.1-Exhibit-D by (1) a force majeure event
that lasts for thirty (30) consecutive days, or (2) a non -force majeure event
that lasts for five (5) consecutive days, then either Party may elect to
terminate the specific Short Form IRU Agreement upon giving thirty (30)
days written notice to the other Party. In the case of non -force majeure
event, each Party shall be entitled to seek legal remedies that may be
available.
8.4 Relocation: If the CITY, in accordance with Section 7, after using its best
efforts to undertake such relocation, cannot relocate the CUSTOMER
System or affected portion thereof, CUSTOMER may terminate the
applicable Short Form IRU Agreement upon giving at least thirty (30)
days written notice to the CITY.
8.5 Obsolete Cable System: If at any time during the term of this Agreement,
CUSTOMER can demonstrate to the CITY's satisfaction that the Cable
System and/or any portion or portions thereof have become technically
obsolete, the CUSTOMER shall have the right to elect to terminate this
Agreement or the affected Short Form IRU Agreement by giving at least
thirty (30) days written notice to the CITY.
8.6 Poor Service: If at any time during the term of this Agreement or a
specific Short Form IRU Agreement, CUSTOMER can demonstrate to the
CITY's satisfaction the Cable System and/or any portions thereof, fail to
perform in accordance with the specifications set forth in IRU-01.1-
Exhibit-D of the affected Short Form IRU Agreement over a period of at
least three (3) consecutive months, and the CITY's efforts during this
period have failed to restore the Cable System to the required
Specifications, then the CUSTOMER has the right to terminate this
Agreement or the affected Short Form IRU Agreements by giving at least
thirty (30) days written notice to the CITY.
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Notwithstanding any provision contained in this Agreement to the
contrary, the CITY shall have the right to terminate any Short Form IRU
Agreement upon three (3) months written notice to CUSTOMER if the
CUSTOMER System provided by such Short Form IRU Agreement is
needed in connection with the CITY's telecommunications needs related
to CITY business. At the time of such notice of termination, the CITY
shall waive half the annual payment of the Short Form IRU Agreement
that the CITY elects to terminate. If the CITY terminates, it will use its
best efforts to relocate CUSTOMER System or any segment under the
affected Short Form IRU Agreement, and if a satisfactory relocation
reroute can be identified, CUSTOMER and CITY shall enter into a new
Short Form IRU Agreement. In addition, the CITY shall have the right to
terminate this Agreement upon one hundred twenty (120) days written
notice to CUSTOMER if this Agreement creates an adverse impact upon
the CITY's tax exempt bond status.
8.7 CUSTOMER Sole Discretion: Notwithstanding any provision contained in
this Agreement to the contrary, at any time after the effective date of this
Agreement, CUSTOMER shall have the option, in its sole discretion and
for any reason, to terminate this Agreement or any Short Form IRU
Agreement upon three (3) months prior written notice to the CITY.
8.8 Termination Settlement Charges:
a. No termination, as provided for in the Agreement, shall be
effective until the CUSTOMER has paid all required sums due
under any affected Short Form IRU Agreement up to and including
the effective date of termination and Termination Settlement
Charges, if any, as defined in Sections 8.8.b, 8.8.c and 8.8.d.
b. In the event CUSTOMER elects to terminate this Agreement
and/or any Short Form IRU Agreement under the terms of the
provisions of Section 8.7, the annual payments shall be
recalculated to reflect the termination date and, therefore, the new
term of the lease. The recalculated annual payments shall use the
appropriate discount or premium and shall be retroactive to all
CUSTOMER IRU payments from commencement to the
termination of each Short Form IRU Agreement. The cumulated
difference between the annual IRU payments made by the
CUSTOMER to the CITY under the CUSTOMER's originally
selected term of lease (including any discounts) and the
recalculated payments applicable for the effective term of lease
shall hereinafter be known as "Termination Adjustment Charge."
The Termination Adjustment Charge shall apply as part of the
Termination Settlement Charges.
C. Furthermore, in the event CUSTOMER elects to terminate any
Short Form IRU Agreement under the terms of the provisions of
Section 8.7, a termination charge of half the remaining payments
due if the Short Form IRU Agreement were to reach its full term
shall apply as part of the Termination Settlement Charges.
d. The Termination Settlement Charges shall be calculated as
follows: TSC = TAC +'/z (remaining $ of original Short Form
IRU Agreement)
9. ADMINISTRATION OF THIS AGREEMENT:
9.1 Within thirty (30) calendar days after the effective date of this Agreement,
CUSTOMER and the City Administrator shall designate, by written notice
to the other, a representative who is authorized to act in the respective
Party's behalf with respect to those matters delegated to the authorized
representatives. Each Party may designate an alternate representative with
full authority to act in the absence of the authorized representative. Each
Party shall have the right to change its representative or alternate by
written notice.
9.2 The authorized representatives shall have the following responsibilities,
among others:
a. Perform those functions and duties assigned to them in this
Agreement.
b. Review and attempt to resolve any disputes between the Parties
arising under this Agreement.
C. Arrange for the development and completion of procedures to
implement the provisions of this Agreement.
9.3 Any expenses incurred by the authorized representative in connection with
his/her duties shall be paid by the Party he/she represents.
9.4 The authorized representative shall have no authority to modify this
Agreement.
10. INDEMNIFICATION•
10.1 The CUSTOMER undertakes and agrees to indemnify, defend and hold
harmless the CITY, the Department of Community Services & Water, the
City Council of the CITY, and all of its officers and employees, and, at the
option of the CITY, defend the CITY, and any and all of its Boards,
officers, agents, representatives, employees, assigns and successors in
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interest from and against any and all suits and causes of action, claims,
charges, damages, demands, judgments, civil fines and penalties, or losses
or any kind or nature whatsoever, for death, bodily injury or personal
injury to any person, including CUSTOMER's employees and agents, or
damage or destruction to any property of either party hereto, or third
persons in any manner arising by reason of the negligent acts, errors,
omissions or willful misconduct incident to the performance of this
Agreement on the part of the CUSTOMER, or the CUSTOMER's officers,
agents, employees or subcontractors of any tier, except for the active
negligence or willful misconduct of the CITY, its officers, agents,
representatives or employees.
10.2 Except for any payment due to the CITY in accordance with Section 25 of
this Agreement, neither party shall be liable for any indirect, special,
punitive or consequential damages, (including, but not limited to, any
claim for loss of services) arising under this Agreement or from any
breach or partial breach of the provisions of this Agreement or arising out
of any act or omission hereto, its employees, contractors and/or agents.
The CUSTOMER shall include in any agreement with any third party
relating to the use of the Cable System or the CUSTOMER System a
waiver by such third party of any claim for indirect, special, punitive or
consequential damages (including, but not limited to, any claim from any
CUSTOMER for loss of services) arising out of or as a result of any act or
omission by either party hereto, its employees, contractors and/or agents.
The parties' respective obligations to include such a provision waiving
indirect, special, punitive or consequential damages in any agreement with
any third party shall be subject to any and all regulatory or other legal
limitations, as well as applicable tariffs.
11. INSURANCE:
CUSTOMER agrees to provide insurance in the amounts and forms specified in Exhibit
" C." which is attached hereto and made a part hereof by reference. CUSTOMER shall
submit to the CITY documentation indicating compliance with these minimum
requirements no less than one (1) day prior to the beginning of performance under this
Agreement.
12. DEFAULT:
12.1 CUSTOMER shall not be in default under this Agreement or in breach of
any provision hereof unless and until the CITY shall have given
CUSTOMER written notice of a breach and CUSTOMER shall have
failed to cure the same within thirty (30) days after receipt of a notice,
other than any default in payment which must be cured within fifteen (15)
business days after receipt of a notice; provided, however, that where such
non -monetary breach cannot reasonably be cured within such thirty (30)
day period, if CUSTOMER shall proceed promptly to cure the same and
prosecute such curing with due diligence, the time for curing such breach
shall be extended for a reasonable period of time to complete such curing.
Upon the failure by CUSTOMER to timely cure any such breach after
notice thereof from the CITY, the CITY shall have the right to take such
action as it may determine, in its sole discretion, to be necessary to cure
the breach or terminate this Agreement or pursue such other remedies as
may be provided by law or in equity.
12.2 The CITY shall not be in default under this Agreement or in breach of any
provision hereof unless and until CUSTOMER shall have given the CITY
written notice of such breach and the CITY shall have failed to cure the
same within thirty (30) days after receipt of such notice; provided,
however, that where such breach cannot reasonably be cured within such
thirty (30) day period, if the CITY shall proceed promptly to cure the same
and prosecute such curing with due diligence, the time for curing such
breach shall be extended for a reasonable period of time to complete such
curing. Upon the failure by the CITY to timely cure any such breach after
notice thereof from CUSTOMER, CUSTOMER shall have the right to
take such action as it may determine, in its sole discretion, to be necessary
to cure the breach or terminate this Agreement or pursue such other
remedies as may be provided at law or in equity.
12.3 If CUSTOMER or the CITY, as the case may be, shall file a petition in
bankruptcy or for reorganization or for an arrangement pursuant to any
present or future federal or state bankruptcy law or under any similar
federal or state law, or shall be adjudicated as bankrupt or insolvent, or
shall make a general assignment for the benefit of its creditors, or shall
admit in writing its inability to pay its debts generally as they become due,
or if any involuntary petition proposing the adjudication of CUSTOMER
or the CITY, as the case may be, as a bankrupt or its reorganization under
any present or future federal or state bankruptcy law or any similar federal
or state law shall be filed in any court and such petition shall not be
discharged or denied within ninety (90) days after the filing thereof, or if a
receiver, trustee or liquidator of CUSTOMER or the CITY, as the case
may be, of all or substantially all of the assets of CUSTOMER or the
CITY, as the case may be, and shall consent to or acquiesce in such
appointment, then the other party hereto may, at its sole option,
immediately terminate this Agreement upon written notice.
13. FORCE MAJEURE:
Neither party shall be considered to be in default in any of its obligations under this
Agreement when a failure of performance shall be due to an uncontrollable force. The
terms "uncontrollable force" shall mean any cause beyond the control of the party
affected, including, but not restricted to, flood, earthquake, storm, fire, lightening,
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epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor material
shortage, sabotage, federal, state, or municipal action, statute, ordinance, or regulation,
embargoes of the United States Government or any other government, which by exercise
of due diligence such party could not reasonably have been expected to avoid and by
exercise of due diligence has been unable to overcome. Either party rendered unable to
fulfill any of its obligations under this Agreement by reason of an uncontrollable force,
shall give written notice within five (5) business days of such fact to the other party and
shall exercise due diligence to remove such inability with all reasonable dispatch.
14. ASSIGNMENT:
14.1 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors or assigns; provided,
however, that no assignment hereof or sublease, assignment or licensing
(hereinafter collectively referred to as a "Transfer") of any rights or
obligations hereunder shall be valid for any purpose without the prior
written consent of each party hereto, provided, further, however, that
without such consent, CUSTOMER shall have the right to assign this
Agreement to any parent, subsidiary or affiliate of CUSTOMER or to any
person, firm or corporation which shall control, be under the control of, or
be under common control with CUSTOMER or to any person, firm or
corporation into or with which CUSTOMER may be merged or
consolidated or which purchases all or substantially all of the assets or
stock of CUSTOMER.
14.2 In the event of any assignment or Transfer by either party undertaken
pursuant to Section 14.1 herein, the assigning or transferring party shall
remain liable for all its obligations under this Agreement, unless: (a) the
other party consents to release by written instrument, the assigning or
transferring party from such obligations, and (b) the assignee or transferee
shall have affirmatively assumed in writing all of the obligations of the
assigning or transferring party under this Agreement.
15. WAIVER:
Any waiver at any time by either Party of its rights with respect to a default under this
Agreement, or with respect to any other matters arising in connection with this
Agreement, shall not be deemed a waiver with respect to subsequent default or other
matter.
16. RELATIONSHIP NOT A PARTNERSHIP OR AN AGENCY:
Except where specifically stated in this Agreement to be otherwise, the duties,
obligations, and liabilities of the Parties are intended to be several and not joint or
collective. Nothing contained in this Agreement shall be construed to create an
association, trust, partnership, or joint venture or impose a trust or partnership duty,
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obligation, or liability on or with regard to either Party. Each Party shall be individually
and severally liable for its own obligations under this Agreement.
17. NO THIRD -PARTY BENEFICIARIES:
This Agreement shall not be construed to create rights in, or to grant remedies to, any
third party (except as specified herein) as a beneficiary to this Agreement or of any duty,
obligation or undertaking established herein.
18. NOTICES:
Any written notice under this agreement shall be deemed properly given if sent by
registered or certified mail, postage prepaid, or by nationally recognized overnight
delivery service or by facsimile to the address specified below, unless otherwise provided
for in this Agreement:
CITY: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
CUSTOMER: C.R. LAURENCE CO., INC.
ATTN: LARRY KOMAR
DIRECTOR OF TELECOMMUNICATIONS
2503 VERNON AVENUE
VERNON, CA 90058
19. GOVERNING LAW:
The validity, interpretation and performance of this Agreement shall be controlled and
construed under the laws of the State of California.
20. FORUM SELECTION:
Any action brought relating to this Agreement shall be brought and held exclusively in a
State Court in the County of Los Angeles, California.
21. USE OF THE CUSTOMER SYSTEM:
CUSTOMER shall have exclusive control over its provisioning of voice, data, and/or
other video services and other services including, without limitation, CUSTOMER
premise and nodal electronics, electronics installation, configuration, operation,
maintenance and monitoring.
11
22. PLURALS:
In construction of this Agreement, words used in the singular shall include the plural and
the plural the singular, and/or is used in the inclusive sense, in all cases where such
meanings would be appropriate.
23. PARTS OF AGREEMENT:
All Short Form IRU Agreements, attachments, exhibits and appendices attached hereto
shall be deemed a part of this Agreement, and shall have full force and effect. Short
Form IRU Agreements shall be identified and named with a numeric designator by
chronological date of execution, e.g., -01, Short Form IRU Agreement, and attached
chronologically following this Agreement and its exhibits and made a part of this
Agreement.
24. COUNTERPARTS:
This Agreement may be executed in any number of counterparts, each and all of which
shall be deemed for all purposes to be one agreement. However, this Agreement shall not
become effective unless and until all Parties hereto have executed either the original or a
counterpart of the Agreement.
25. ACCEPTANCE TESTING:
The CITY will submit an acceptance testing plan to CUSTOMER for approval within
thirty (30) days of signing any Short Form IRU Agreement. CUSTOMER will review
and provide comments within twenty (20) days of receipt. The CITY and CUSTOMER
will jointly agree on the final acceptance testing plan, such plan to include non-
destructive attenuation tests and optical time domain reflectometer tests on each .segment.
CUSTOMER shall accept each deliverable in writing within seven (7) days of successful
completion of the final acceptance testing plan.
26. BILLING AND PAYMENT:
26.1 The CITY shall invoice CUSTOMER for all fees and charges hereunder
as determined by the Short Form IRU Agreement(s) and this Agreement
as follows:
a. CITY shall invoice CUSTOMER per Short Form IRU upon
CUSTOMER acceptance of each deliverable.
b. CUSTOMER shall submit payment in full within thirty (30) days
after receipt of the CITY's invoice.
C. CUSTOMER agrees to pay the CITY the fees set forth in the Short
Form IRU Agreement payable on a quarterly basis of the calendar
12
year. Payment shall be made in advance by the 15'h day of the
month preceding the beginning of the quarter.
d. Notwithstanding any provision contained in this Agreement to the
contrary, CUSTOMER shall have the right to dispute any fees,
charges, costs, expenses or payments for which it is invoiced by
the CITY. In the event CUSTOMER disputes any invoice, or
portion thereof, received from the CITY, CUSTOMER shall
promptly pay that portion of the invoice which is undisputed.
CUSTOMER shall have the right to withhold payment of any
disputed amount, provided that CUSTOMER gives written notice
to the CITY of the amount so disputed and the reason for the
dispute on or before the due date of the invoice.
27. TITLE:
CUSTOMER agrees that all right, title, and interest in all the CUSTOMER System
provided by the CITY hereunder and as specified in the Short Form IRU Agreement shall
at all times remain exclusively with the CITY. The CITY agrees that all right, title and
interest in CUSTOMER System associated equipment provided by CUSTOMER as
specified in the Short Form IRU Agreements shall at all times remain exclusively with
CUSTOMER. The CITY acknowledges that CUSTOMER has contracted for the
indefeasible right to use the CUSTOMER System at the time CUSTOMER executes each
Short Form IRU Agreement and agrees that it will not take any action which shall be
inconsistent with CUSTOMER's IRU interest.
28. ENTIRE AGREEMENT:
This Agreement constitutes the complete and final expression of the agreement of the
Parties and is intended as a complete and exclusive statement of the terms of their
agreement and supersedes all prior and contemporaneous offers, promises,
representations, negotiations, discussions, communications and agreements which may
have been made in connection with the subject matter hereof. All exhibits are
incorporated by reference. CUSTOMER represents that in entering into this Agreement
it has not relied on any previous representations or understandings of any kind or nature.
29. RECITALS:
All recitals are incorporated by reference.
30. SEVERABILITY:
If any portion of this Agreement shall be held by a court of competent jurisdiction to be
invalid, void, or otherwise unenforceable, the remaining provisions shall remain
enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each portion of
13
this Agreement containing any provision held to be invalid, void or otherwise
unenforceable, that is not itself invalid, void or enforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, void, or unenforceable.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their respective duly authorize representatives as of this day and year first above
written.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
EDUARDO OLIVO, City Attorney
14
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
CUSTOMER
Print Name: _Lloyd Talbert
Title: CFO/Executive Vice President
Print Name:_ Larry Komar
Title: Director of Telecommunications
EXHIBIT "A
ALL SHORT FORM IRU AGREEMENTS
EXHIBIT "A"
SHORT FORM IRU-01.1
Indefeasible Right of Use Agreement
THIS SHORT FORM IRU-01.1 INDEFEASIBLE RIGHT OF USE AGREEMENT (herein
referred to as "IRU-01.1 Agreement") is made, entered into and executed in duplicate originals,
either copy of which may be considered as the original hereof for all purposes, as of this 3`d day
of September, 2003, between the City of Vernon (hereinafter referred to as the "CITY") having
its offices at 4305 Santa Fe Avenue, Vernon, California 90058, and C. R. Laurence Co. Inc.
(hereinafter referred to as "CUSTOMER"), a corporation with its office at 2503 Vernon
Avenue, Vernon, California 90058, and upon execution shall be a part of the CUSTOMER
Optical Fiber Use Agreement ("Agreement") dated September 3, 2003.
RECITALS
WHEREAS, the CITY leases certain optical dark fiber strands and associated facilities in
its Cable System for voice, data, and/or other video services, and CUSTOMER desires to lease
such Cable System components for its business; and
WHEREAS, the CITY optical fiber strands and facilities used by CUSTOMER are
identified in the . Agreement as CUSTOMER System and likewise shall be referred to as
"CUSTOMER System" in this IRU-01.1 Agreement.
THEREFORE, in consideration of the mutual agreements herein, the parties agree as
follows:
The CITY hereby grants to CUSTOMER an Indefeasible Right of Use (IRU) of the
following CITY Cable System components:
Fiber strand numbers 95 and 96 of the CITY Cable System terminating in each
CUSTOMER facility and dedicated for CUSTOMER exclusive use, as identified in
IRU-01.1-Exhibit—E; and
These individual CITY Cable System components collectively shall be the CUSTOMER
System for this IRU-01.1 Agreement. The CUSTOMER System shall be inclusive of the
CITY'S fiber optic Cable System between and including the CITY'S sides of the
originating and terminating demarcation points.
2. The CITY will construct, install, and/or provide the CUSTOMER System for
CUSTOMER'S use in accordance with the terms of the Agreement and this IRU-01.1
Agreement. The CITY shall use reasonable efforts to comply with the project schedule
that is mutually agreed by both Parties.
CUSTOMER'S indefeasible right of use in each component of the CUSTOMER System
shall commence when CUSTOMER notifies the CITY that it accepts, in accordance with
the Section 25 of the Agreement, that component of the CUSTOMER System that meets
the specifications set: forth in the attached IRU-01.1-Exhibit-D and operating effectively,
and shall be valid for the duration of the Term.
During the Term, the CITY reserves the right to increase the recurring IRU fees based on
the Consumer Price Index, All Urban Consumers (CPI-U ), published by the United States
Department of Labor, Bureau of Labor Statistics (1982-84=100). The recurring fee may
be increased on each anniversary of the effective date of the IRU-01.1 Agreement in
which CUSTOMER will receive the IRU by the increase, if any, in the CPI-U for the
preceding twelve (12) month period. In the event such index shall cease to be computed
or published, CITY may, in its reasonable discretion, designate a successor index to be
used in determining any increase to the recurring fee.
4. The CITY shall provide the following items for the CUSTOMER System service:
4.1 A demarcation point at each CUSTOMER access location;
4.2 Fiber optic cable extension segments from splice enclosure in the public
Right of Way to the demarcation point in CUSTOMER access location; and
4.3 One innerduct which will house fiber optic cable extension segments, inside
the CUSTOMER furnished conduit, from the conduit entry to the
demarcation point.
5. CUSTOMER shall provide the following items for the CUSTOMER System service:
5.1 Provide the CITY access to the existing conduit system leading to the
demarcation point inside the CUSTOMER location(s);
5.2 Provide the CITY access to the demarcation room for placement of necessary
demarcation accessories and perform Scheduled or Emergency maintenance;
5.3 Bringing its connecting fibers to the demarcation connection points;
5.4 Specify the type of optical connector needed at the demarcation termination
point. The CITY shall install ultra SC type connector unless otherwise
specified by the CUSTOMER; and
5.5 CUSTOMER shall be responsible for purchase, installation and maintenance
of any and all electronic, optronic and other equipment, materials and
facilities used by CUSTOMER in connection with the operation of the
CUSTOMER System, none of which is included in this IRU-01.1 Agreement.
6. The payments and charges shall be in accordance with Section 26 of the Agreement and
as specifically identified in the following subparagraphs:
6.1 CUSTOMER shall pay a one time construction and installation charge of
WAIVED which payment is due upon CUSTOMER acceptance.
6.2 CUSTOMER shall pay IRU fees as follows:
6.2.1 Quarterly payments shall be based on a monthly base rate of $560.00
with first quarterly payment due the CITY upon CUSTOMER
acceptance.
6.2.2 One-time connection charges.
6.2.3 An invoice setting forth a summary of the transactions under the
IRU-01.1 Agreement is attached hereto as IRU-01.1-Exhibit-B.
6.3 CUSTOMER shall pay one-time building or external network service connection
and disconnection charges for each building service added or deleted after the
initial establishment and cutover of a CUSTOMER System cable segment. One-
time CUSTOMER service charges also apply if the CUSTOMER requires
installation of a new distribution ring or concentrator in an already established
Cable System or Customer System distribution cable segment, rearrangement of
existing service connections, and rearrangement of a ring or concentrator
operation. The charges and application rules are identified in IRU-01.1-Exhibit —
C.
7. All maintenance and repair functions on the CUSTOMER System and all facilities
through which the CUSTOMER System passes, ,including, but not limited to, the CITY's
Cable System, shall be performed by the CITY.
7.1 Section 4 of the Agreement applies.
7.2 CITY shall maintain the CUSTOMER System to the specifications provided in
IRU-0 1. 1 -Exhib it—D.
7.3 CITY shall provide to the CUSTOMER a twenty-four (24) hour a day, three
hundred sixty-five (365) days per year, trouble -reporting telephone number.
CUSTOMER shall provide the CITY a twenty-four (24) hour a day trouble
coordination telephone number.
7.4 Any impairment or outage reasonably suspected to be caused by CUSTOMER
System components on the CITY'S side of the demarcation point shall require a
response from the CITY. During CUSTOMER System impairments or outages
affecting CUSTOMER'S service, CITY shall keep CUSTOMER advised and
updated. The CITY'S personnel will be on site no later than four (4) hours from
notification by CUSTOMER of an impairment or outage materially affecting
service.
3
7.5 CUSTOMER shall be charged with any false maintenance call outs at the
standard CITY rate in effect at the time services are performed. The CITY'S
rates in effect at the time of execution of this IRU-0 1. 1 -Exhibit-A and are subject
to change.
7.6 CUSTOMER shall'be responsible for all installation, configuration, monitoring
and maintenance associated with any CUSTOMER owned active electronics
operating on the dark fiber leased strands located on the CUSTOMER side of the
demarcation points.
8. The CITY will grant a credit allowance on leasing fees for service interruption calculated
and credited in one (1) hour increments. A service interruption will be deemed to have
occurred only if
8.1 Service becomes unusable to CUSTOMER as a result of failure of CITY
equipment, facilities, or personnel used to provide the service; and
8.2 The interruption is not the result of:
8.2.1 The negligence or acts of CUSTOMER or its agents, employees suppliers
or contractors;
8.2.2 The failure or malfunction of non -CITY equipment, facilities, or system;
8.2.3 Any circumstances or causes beyond the control of the CITY; or
8.2.4 A service interruption caused by scheduled maintenance, alteration, or
completion of such maintenance or alteration beyond normal time
requirements.
8.3 Such credits will accumulate during a calendar year and be credited against the
CUSTOMER invoiced service charge for the next quarter and will apply only to
those segments experiencing the service interruption.
9. This IRU-01.1 Agreement, including IRU-01.1-Exhibit-A, IRU-01.1-Exhibit-B, IRU-
Ol.l-Exhibit-C, IRU-0 1. 1 -Exhibit-D, IRU-01.1-Exhibit-E, which are attached are hereby
incorporated into the Agreement, dated September 3, 2003 and all of which constitutes
the entire agreement between the Parties with respect to the subject matter. This IRU-
01.1 Agreement cannot be modified except in writing signed by both Parties.
IN WITNESS HEREOF the Parties have executed and delivered this IRU-01.1
Agreement effective the day and year first above written:
CITY OF VERNON
By:
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
EDUARDO OLIVO, City Attorney
W
LEONIS C. MALBURG, Mayor
CUSTOMER
By:
Print Name: Lloyd Talbert
Title: CFO/Executive Vice President
By:
Print Name:_ Larry Komar
Title: Director of Telecommunications
EXHIBIT
0
IRU-01.1-Exhibit-A
MAINTENANCE AND REPAIR
Charges for Time and Material Service
The CITY shall perform maintenance service at the rates established below,.
which rates are subject to change. Unless specifically authorized by the CUSTOMER,
no scheduled Maintenance will be performed outside of normal working hours, detailed
below:
Normal Working Hours
7:00 a.m. to 3:30 p.m.,
Monday through Friday (except for
CITY observed holidays)
Overtime Hours
6:00 a. in. to 7:00 a. in., and
3:30 p.m. to 12:00 midnight,
Monday through Friday (except for
CITY observed holidays)
Holiday Hours and Special Call out
Any time during a CITY observed holiday
or any time during Saturday or Sunday, or
any time between the hours of 12:00 Midnight
and 6:00 a.m., Monday through Friday
Hourly Rate
$ 85.00
Hourly Rate
$ 105.00
Hourly Rate
$ 130.00
Charges will be made for travel time to the location where maintenance is to be
performed. If maintenance carries over after 3:30 p.m. or any maintenance during
holiday hours of special call out, charges will also be made for travel time from the said
location. Charges will be for a minimum of two.(2) hours for normal and overtime hours
and for a minimum of four (4) hours for holiday hours and special call out.
CITY Holiday Schedule:
New Year's Day
Columbus Day
President's Day
Memorial Day
Veterans Day
Thanksgiving Day and Day After
Independence Day
Christmas Day
Labor Day
Admission's Day
Lincoln's Birthday
All rate, charges, and holiday schedule are subject to change
A -1
EXHIBIT
lot
IRU-01.1-Exhibit-B
SUMMARY
IRU-01.1 Agreement INVOICE
The summary RU-01.1 Agreement Invoice provided a summary of all
transactions of this IRU-01.1 Agreement.
B.1 Transactions Invoice:
ITEM Description IRU Fees
I One-time Connection Fee Waived
2 One-time Engineering Fee Waived
3 Quarterly IRU-01.1 Base Charges $ 1,680.00
Total IRU-01.1 Agreement Fees
$1,680.00
Note: Transaction invoices reflect the services purchased from the CITY by the
CUSTOMER and shall be the amount due the CITY upon CUSTOMER
acceptance. This invoice reflects no federal, state, or local taxes. Taxes, as may
be appropriate, shall be added or invoiced separately.
ftw
EXHIBIT
14
IRU-01.1-Exhibit-C
DARK FIBER PRICING
1.0 APPLICABILITY:
This rate schedule applies to various customers. receiving dark fiber services from
the City of Vernon. The schedule specifies that connection fees must be agreed upon by
the customer prior to connection of its facilities or buildings to the City's dark fiber
network Cable System. The schedule also specifies the annual usage fees in return for
the privilege of using the Cable System.
2.0 TERRITORY:
Within the limits of the City of Vernon.
3.0 FEES:
3.1 Advanced Engineering Fees:
The advanced engineering fee is a non-refundable fee required for
preparing an engineering study, which produces a detailed estimate of the cost
and time required for the City to provide customers dark fiber connectivity. If the
project is constructed, the advanced engineering fee will be credited against the
connection fee.
Advances Engineering Fee $ 500.00
Special Conditions By Estimate
3.2 Dark Fiber Price Ranize:
The minimum rate is $ 180.00 per fiber mile per month
The maximum rate is $ 540.00 per fiber mile per month
The following discounts apply:
a) Fiber quantity discount: The discount for quantities of fiber leased on a
specific Route ranges from $0 to $360.00 per fiber mile per month. For
the purpose of this IRU-01.1 Agreement, a "Route" is that portion of the
Cable System that extends between the CUSTOMER points of
connections. The Route will include lateral extension into the
CUSTOMER building, as identified in IRU-01.1-Exhibit-E. Route miles
shall be the actual number of fiber strand miles connecting CUSTOMER
connection points, identified as CUSTOMER System.
b) Route length discount: The Route length discount ranges from $0 to
$360.00 per fiber mile per month.
C -1
IRU-0 1. 1 -Exhibit—C (Continued)
c) Ring topology discount: The ring topology discount ranges from $0 to
$450.00 per fiber mile per month.
d) Length of term discount: The discount for contracting for terms of greater
than one year ranges from $0 to $360.00 per fiber mile per month.
3.3 Dark Fiber Extension Connections:
If the Cable System extension requested by the customer cannot be installed in
existing conduit, or attached to existing poles from the first demarcation point to the
second demarcation point, then the customer may request that the City install new
conduit and cable at the customer's sole expense. In either case, the customer shall pay a
monthly recurring charges of $50.00 per fiber per building entry.
4. Dark Fiber Pricing Methodology:
The City will lease dark fiber to all interested Parties who are willing to agree to
the terms and conditions associated with the City Council by approved lease agreement.
Access and pricing will be offered in a competitively neutral, non-discriminatory manner.
Actual prices paid by the customer will be established on a case -by -case basis in
accordance with a consistent set of pricing principles that will be used to determine the
pricing for all customers.
5. One -Time Connection/Disconnection/Rearrangement Fees
5.1. General
This one-time service connection charges shall apply for the initial
establishment and cutover of a CUSTOMER'S point-to-point or distribution
Cable System (ring or segment). The CUSTOMER shall pay for all services
added or deleted, or rearranged subsequent to the cutover date and shall pay for
all connection services.
5.2 Building Service
The following one-time charges apply for the addition or deletion of
building service to/from a CUSTOMER point-to-point or distribution Cable
System and for all building service connections. These are based on the number
of building entry fibers involved in the service. Connection is required both in -
building and in -street:
A. Service Addition:
Fiber Count
[Charge/Fiber
Each
1 $400
C -2
IRU-0 1. 1 -Exhib it—C (Continued)
B. Service Deletion:
Fiber Count
Charge/Fiber
Each
$200
5.3 Other
For services such as addition a new ring, changing a segment into a primary
path/protect path (ring), adding or changing a demarcation point, rearranging multiple
service connections, and rearranging a ring(s), the CUSTOMER shall submit a request
and service description to the CITY. The CITY shall return to the CUSTOMER a cost
estimate for the necessary work and materials within 14 days of receipt of the service
request. The CITY'S charge to the CUSTOMER shall be based on time and materials
and a fifteen (15) percent overhead charge.
C -3
EXHIBIT
Ic
IRU-01.1-Exhibit-D
CABLE SYSTEM SPECIFICATIONS
1. General
The CITY shall install and maintain the CUSTOMER System within the CITY'S
Cable System in accordance with the criteria and specifications that follows:
2. Design Criteria
The CITY will endeavor to keep the number of splices in a span to a minimum.
3. Optical Fiber Specifications
The CITY will meet the optical specifications as detailed below for all cable
installed:
Single Mode Fiber:
Parameter Specifications Units
Maximum attenuation, 1310nm
Maximum attenuation, 1550nm
Cladding diameter
Core diameter
Cutoff Wavelength
Zero dispersion wavelength
Maximum dispersion (1285-1330 nm)
4. Splice Loss
0.5
dB/Km
0.4
dB/Km
125 +/- 3
um
8.3
um
1250 +/- 100
nm
1310 +/- 12
nm
3.5
ps/(nm-km)
Splice loss on CITY cables will average less than or equal to 0.15 dB for all
splices the CITY makes under this IRU-01.1 Agreement. The 0.15 dB splice average
will only apply to splices between cables 'of identical physical and optical properties
(i.e., core and cladding dimensions, reflective index and optical loss characteristics). All
splices shall be measured using bi-directional methods and averages.
5. End -to -End Attenuation Test Criteria
The CUSTOMER System will be tested at both wavelengths specified for the
installed cable type as specified below unless otherwise stated in this IRU-01.1
Agreement:
D -1
IRU-0 1. 1 -Exhibit—D (Continued)
Single Mode Fiber 1310 nm and 1550 nm
The end -to -end attenuation test criteria will be based on the following formula:
Maximum acceptable end -to -end attenuation = (A X Lx) + (0.15 X Nsp) + C
Where:
A = Max. attenuation at each wavelength as specified in Section 3 above
Lx = Installed length of cable in kilometers (km)
Nsp = Number of fiber splices in the cable sysem
C = Connector/pigtail loss. The attenuation contribution of each pigtail with
associated connector is considered to be 1.0 dB comprised of 0.85 dB
connector loss and 0.15 dB splice loss (pigtail to OSP cable splice).
Therefore, C = 1.0 dB if the span is connectorized on one end and 2.0 dB if
connectorized on both ends.
The parameters above are guaranteed unless otherwise specified. In the event that
the fiber measured attenuation values change after the cable is installed and is degraded
by 2db or greater than specified above, the CITY will perform corrective maintenance
pursuant to IRU-0 1. 1 -Exhibit — D of this original specified attenuation values.
Analo-g Video
The CITY will not warrant CUSTOMER analog video transmission within the
foregoing system parameters.
D -2
EXHIBIT
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«B99
TROUBLE -REPORTING
PROCEDURE
Exhibit "B"
TROUBLE -REPORTING PROCEDURE
The CITY maintains its fiber optic network (Cable System) in accordance with
industry standards. Should a problem or trouble with the service arise, please call 323-
826-1461 (24 hours) to report trouble. This is the number of the CITY'S Technical
Control Center (TCC). The TCC will inform the maintenance and management group of
all trouble calls. The acting Maintenance Supervisor will initiate the indicated trouble
into the restoral action and coordinate all restoration activity. The CUSTOMER can
obtain the name and telephone number of the acting Maintenance Supervisor from the.
TCC at the time of trouble reporting. Upon clearance of the trouble, the TCC will notify
the trouble -reporting location of clearance and reason for trouble.
The CITY shall within four (4) hours of notification of the trouble -reporting be on
site and begin investigating and correcting the reported condition. The CITY, at four-
hour intervals, shall provide the CUSTOMER a report of progress or lack thereof in
restoring the system to operation in accordance with the Customer System/Cable System
Specifications of the Short Form IRU Agreement's IRU-0 1. 1 -Exhibit-D.
Exhibit "B"
«C„
INSURANCE ENDORSEMENT FORMS
EXHIBIT "C"
EXHIBIT C
INSURANCE SCHEDULE
Customer shall provide proof of insurance, including a standard certificate of insurance, in at
least the following amounts and coverage (combined single limit permitted):
I• Coverage and Limits
Bodily Injury Property Damage
Hazards Each Person Each Accident Each Accident
Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
Employers' Liability $1,000,000 per employer
II. General and Professional Liability
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (If Applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2,000,000
$1,000,000
Umbrella Liability
$2,000,000
$2,000,000
$2,000,000
a. The general liability policy shall contain the following special endorsements which shall
be noted on or attached to the standard certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and employees as additional
insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or
material reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement.
4. Such other endorsement as may be required by addendum hereto.
b. In addition to the standard certificate of insurance, proof of general and professional liability
coverage shall be furnished in the form checked below. Only certification of the following
proofs will be accepted:
X For each policy, a notarized letter from the underwriter or carrier certifying that the
coverage and statements in the standard certificate of insurance (attached thereto) are true
and correct and that the signator is an officer authorized to so certify.
A copy of each policy certified by an officer of the underwriter or carrier and notarized.