Resolution No. 8527S
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RESOLUTION NO. 8527
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
APPROVING AND AUTHORIZING THE EXECUTION OF A SHORT
FORM IRU-02.2 INDEFEASIBLE RIGHT OF USE AGREEMENT BY
AND BETWEEN THE CITY OF VERNON AND CLOUGHERTY PACKING
COMPANY FOR PILOT FIBER OPTIC PROGRAM
WHEREAS, the City of Vernon ("City") has developed a pilot
program to provide businesses with building -to -building fiber-optic
connections; and
WHEREAS, on February 18, 2004, the City Council of the City
of Vernon adopted Resolution No. 8385 approving an Agreement No. 02
Optical Fiber Use Agreement ("Agreement No. 2") and Short Form IRU-
02.1 Indefeasible Right of Use Agreement ("IRU-02.1") with Clougherty
Packing Company ("Clougherty") for the use of fiber optic laterals to
connect two buildings of Clougherty with strands of the City's dark
fiber; and
WHEREAS, Clougherty has requested additional building -to -
building fiber optic connection to be used for their computer
networking; and
WHEREAS, Agreement No. 02 provides for the use of
chronological numeric designator Short Form Indefeasible Right of Use
Agreements to identify additional specific optical fiber strands and
facilities to be provided to Clougherty and the associated fees, terms
and conditions under which such additional optical fiber strands and
facilities will be provided; and
WHEREAS, Agreement No. 02 also provides a mechanism whereby
all executed Short Form Indefeasible Right of Use Agreements are deemed
a part of Agreement No. 02 and attached as Exhibit A in chronological
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order; and
WHEREAS, on September 1, 2004, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, Director of
Finance, dated August 26, 2004, that Short Form IRU-02.2 Indefeasible
Right of Use Agreement with Clougherty be approved and executed.
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
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves Short Form IRU-02.2 Indefeasible Right of Use Agreement with
Clougherty Packing Company, a copy which is attached hereto as Exhibit
A and incorporated by reference.
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:
Clougherty Packing Company
Attn. James B. Stephenson, Vice President, Finance
3049 Vernon Avenue
Vernon, CA 90058
SECTION 5: The City Council of the City of Vernon hereby
instructs the City Clerk to file in chronological order the original
Short Form IRU-02.2 Indefeasible Right of Use Agreement as Exhibit A
to Agreement No. 02 Optical Fiber Use Agreement.
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1 SECTION 6: The City Clerk of the City of Vernon shall
2 certify to the passage of this resolution, and thereupon and
3 thereafter the same shall be in full force and effect.
4 APPROVED AND ADOPTED this 1st day of September, 2004.
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7 THOMAS A. YBAR , Mayor Pro Tem
8 ATTEST:
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11 BRUCE V. MALKENHORST, City Clerk
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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.
8527, 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 1, 2004, and thereafter was duly signed by the Mayor Pro Tem
of the City of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
4 -
EXHIBIT
SHORT FORM IRU-02.2
Indefeasible Right of Use Agreement
THIS SHORT FORM IRU-02.2 INDEFEASIBLE RIGHT OF USE AGREEMENT (herein
referred to as "IRU-02.2 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
1st day of September, 2004, between the City of Vernon (hereinafter referred to as the
"CITY") having its offices at 4305 Santa Fe Avenue, Vernon, California 90058, and
Clougherty Packing Company (hereinafter referred to as "CUSTOMER"), a corporation with
its office at 3049 Vernon Avenue, Vernon, California 90058, and upon execution shall be a
part of the CUSTOMER Optical Fiber Use Agreement ("Agreement") dated February 26, 2004.
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-02.2 Agreement.
THEREFORE, in consideration of the mutual agreements herein, the parties agree as
follows:
1. The CITY hereby grants to CUSTOMER an Indefeasible Right of Use (IRU) of the
following CITY Cable System components:
Fiber strand numbers 13 through 18 of the CITY Cable System terminating in each
CUSTOMER facility and dedicated for CUSTOMER exclusive use, as identified in
IRU-02.2-Schedule—E; and
These individual CITY Cable System components collectively shall be the CUSTOMER
System for this IRU-02.2 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-02.2
Agreement. The CITY shall use reasonable efforts to comply with the project schedule
that is mutually agreed by both Parties.
3. 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-02.2-Schedule-D and operating
effectively, and shall be valid for the remainder of the Term.
During the Term, the CITY reserves the right to increase the recurring IRU fees at a rate
not to exceed 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-02.2
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. The demarcation
points consist of City furnished and installed patch panels on the
CUSTOMER's existing 19" racks;
4.2 Optical fiber 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, where applicable, 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 CUSTOMER's 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 Bring its connecting optical fiber patch cords 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 on the CUSTOMER side of the demarcation
points in connection with the operation of the CUSTOMER System, none of
which is included in this IRU-02.2 Agreement.
6. The charges and application rules are identified in IRU-02.2-Schedule —B. A pro forma
invoice setting forth a summary of the one-time non -recurring fee elements and the base
charges for the monthly recurring fee elements under the IRU-02.2 Agreement is attached
hereto as IRU-02.2-Schedule-C. 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 advanced engineering fee of (waived)
which payment is due upon receipt of CUSTOMER's written request for service
and shall be credited against the connection fee.
6.2 CUSTOMER shall pay a one time construction and installation fee of
(waived) which payment is due upon CUSTOMER acceptance.
6.3 One-time lateral connection charge of (waived) which payment is due
upon CUSTOMER acceptance.
6.4 CUSTOMER shall pay quarterly IRU fee payments based on a monthly base rate
of $520.00 with first quarterly payment due to the CITY upon CUSTOMER
acceptance.
6.5 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.
6. 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-02.2-Schedule—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
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notification by CUSTOMER of an impairment or outage materially affecting
service.
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-02.2-Schedule-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.
7. The CITY will grant a credit allowance on monthly recurring IRU charges 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-02.2 Agreement, including IRU-02.2-Schedule-A, IRU-02.2-Schedule-B, IRU-
02.2-Schedule-C, IRU-02.2-Schedule-D, IRU-02.2-Schedule-E, which are attached are
hereby incorporated into the Agreement, dated September 1 , 2004 and all of which
constitutes the entire agreement between the Parties with respect to the subject matter.
This IRU-02.2 Agreement cannot be modified except in writing signed by both Parties.
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IN WITNESS HEREOF the Parties have executed and delivered this IRU-02.2
Agreement effective the day and year first above written:
CITY OF VERNON
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
ERIC T. FRESCH, City Attorney
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By:
THOMAS A. YBARRA, Mayor Pro Tem
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EXHIBIT
IRU-02.2-Schedule-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.m. to 7:00 a.m., 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
President's Day
Veterans Day
Independence Day
Labor Day
Lincoln's Birthday
Columbus Day
Memorial Day
Thanksgiving Day and Day After
Christmas Day
Admission's Day
All rate, charges, and holiday schedule are subject to change.
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EXHIBIT
III
DARK FIBER PRICING
1.0 APPLICABILITY:
IRU-02.2-Schedule-B
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 monthly 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:
The IRU Agreement Fees consist of:
A) One-time non -recurring fee elements. They include:
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.
Advanced Engineering Fee $ 500.00
Special Condition By Estimate
2) Dark Fiber Lateral Connection Fees:
The dark fiber lateral connection fee includes the cost of installing lateral
connections and associated equipment as identified in the advanced
engineering study. The lateral connection starts from an aerial or
underground splice enclosure on the fiber backbone and terminates at the
customer demarcation point. At the demarcation point, the City will place
an accessible patch panel where the customer can have access to the
terminated IRU dark fiber strands.
3) Construction and Installation Fees:
If the point to point connection between the customer buildings 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
ill
IRU-02.2-Schedule-B
request that the City install new poles, conduit and cable at the customer's
sole expense.
4) Future re -configuration Fees requested by the customer:
The reconfiguration fee includes the costs associated with the
connection/disconnection/re-arrangement of the CUSTOMER System.
The fee 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.
The fees are:
Service Addition: $300.00 per strand
Service Deletion: $150.00 per strand
Service Re -arrangement: Project specific.
5) Other Fees:
5.1 Early Termination Fees:
Early termination of the Agreement is subject to the Termination
Settlement Charges described in Section 8.8 of the Optical Fiber Use
Agreement.
5.2 Annual Fee..Adjustments:
All fees are subject to annual consumer price index (CPI) adjustments
at each anniversary of the effective date of the IRU Agreement.
Monthly recurring fee elements.. They include:
1) Building Entry Management Fees
The Building Entry Management Fee is a monthly recurring fee associated
with the lateral cable management practices. It covers the routine and
preventive maintenance practices associated with the lateral connections.
The monthly fees are $100.00 per building entry.
2) Dark Fiber backbone IRU Fees:
The table below describes the City Fiber Optic Backbone strand pricing
for a point-to-point building connections. The monthly rate per strand
varies depending on the system availability and other factors such as
quantity of fiber strands requested, the length of the fiber path, and the
topology.
IRU-02.2-Schedule-B
PRIMARY
PATH
PROTECT
DUNDANT PATH
Fiber
Quantities
First Mile per strand per
month
Additional miles per
strand per month
First Mile per
strand per month
Additional miles per
strand per month
1-2
$ 180
$ 90
$ 90
$ 45
3-4
$ 140
$ 70
$ 70
$ 35
5-6
1 $ 100
$ 50
$ 50
$ 25
7- 22
$ 40
$ 20
$ 20
1 $ 10
The discounted pricing applies when a customer signs up for more than
one pair of fiber strands. Customer can sign up for a protect path point-to-
point circuit to obtain physical redundancy in the Cable System for its
primary path point-to-point circuit. The primary and protect path circuit
end points terminate in the same demarcation point at each customer site.
A complete circuit consists of two strands of a fiber optic cable terminated
at each customer site demarcation point, there shall be two ports available
each for the'primary and protect paths for the customer to use.
The following discounts aDDly'
a) Route Length Discount: The Route length discount ranges from $0 to
$90-00 per fiber mile per month. For the purpose of this IRU-02.2
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-02.2-
Schedule-E. Route miles shall be actual number of fiber strand miles
connecting customer connection points, identified as customer System.
b) Fiber guantfty discount: The discount for quantities of fiber leased on a
specific Route ranges from $0 to $140.00.
c) Ring topology discount: The ring topology discount ranges from $0 to
$135.00 per fiber mile per month.
EXHIBIT
C
IRU-02.2-Schedule-C
SUMMARY
IRU-02.2 Agreement INVOICE
The summary IRU-02.2 Agreement Invoice provides a summary of all
transactions of this IRU-02.2 Agreement.
C.1 Transactions Invoice:
ITEM Description IRU Fees
1 One-time Advanced Engineering Fee Waived
2 One-time Construction and Installation Fee Waived
3 One time Connection Fee Waived
4 Quarterly IRU-02.2 Base Charges $ 1,560.00
(August 2004 through October 2004)
Total IRU-02.2 Agreement Fees
$1,560.00
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.
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EXHIBIT
IC
IRU-02.2-Schedule-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 for the Term of this Short Form IRU Agreement:
Single Mode Fiber:
Parameter Specifications
Units
Maximum attenuation, 1310nm
0.5
dB/Km
Maximum attenuation,1550nm
0.4
dB/Km
Cladding diameter
125 +/- 3
um
Core diameter
8.3
um
Cutoff Wavelength
1250 +/- 100
mn
Zero dispersion wavelength
1310 +/- 12
nm
Maximum dispersion (1285-1330 nm)
3.5
ps/(nm-km)
4. Splice Loss
Splice loss on CITY cables will average less than or equal to 0.15 dB for all
splices the CITY makes under this IRU-02.2 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-02.2
Agreement:
D-1
IRU-02.2-Schedule—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.
5.1 The parameters above are guaranteed unless otherwise specified.
5.2 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-02.2-Schedule — D of this original
specified attenuation values.
Analog Video
The CITY will not warrant CUSTOMER analog video transmission within the
foregoing system parameters.
D-2
EXHIBIT
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