Resolution No. 2012-109RESOLUTION NO. 2012-109
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT FOR CONTINUATION AND UPGRADE OF
DEDICATED INTERNET ACCESS SERVICES UNDER THE
BUSINESS MARKETS MASTER SERVICE AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND LEVEL 3
COMMUNICATIONS, LLC FOR DEDICATED INTERNET ACCESS
SERVICES
WHEREAS, the City of Vernon ("Vernon") has installed a
fiber-optic cable network around the perimeter of the City and is
providing excess inactivated or dark fibers to businesses in the City
to enable such businesses to have access to voice, data and/or video
services; and
WHEREAS, Vernon desires to lease internet bandwidth from
internet content providers in order to provide dedicated internet
access services to Vernon businesses using Vernon's fiber optic
network infrastructure; and
WHEREAS, on January 7, 2008, the City Council of the City of
Vernon adopted Resolution No. 9518 approving a Business Markets Master
Service Agreement and Service Order Form (the "Agreement") with Level
3 Communications, LLC ("Level 3"), formerly Wiltel Communications LLC,
for dedicated internet access service; and
WHEREAS, on October 5,. 2009, the City Council of the City of
Vernon adopted Resolution No. 10,076 approving an agreement for
continuation of dedicated internet access services for a 12-month
period; and
WHEREAS, on March 22, 2011, the City Council of the City of
Vernon adopted Resolution No. 2011-42 approving an agreement for
continuation of dedicated internet access services for a 12-month
period; and
WHEREAS, Level 3 has submitted a renewal quote for an
additional 24-month period at a monthly cost of $3,595.85; and
WHEREAS, Level 3 is one of the City's two upstream internet
service providers that delivers large internet bandwidth circuits to
the City's fiber optic network system; and
WHEREAS, by memo dated June 6, 2012, the Director of Light &
Power has recommended that the Agreement for Continuation and Upgrade
of Dedicated Internet Access Services (the "Continuation Agreement")
with Level 3 be approved for 24 months in order to continue providing
internet services to City businesses; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity, to enter into the Continuation Agreement with Level 3 to
continue to provide fiber optic internet access services to the City.
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 the Continuation Agreement with Level 3, a copy of which is
attached hereto as Exhibit A.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro -Tern to execute the Continuation
Agreement for, and on behalf of, the City of Vernon, and the City
Clerk, or Deputy City Clerk, is hereby authorized to attest thereto.
2
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
action is deemed necessary or desirable for the purpose of
implementing and carrying out the ,purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to send one
fully executed Continuation Agreement to Level-3.
SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 19th day of June, 2012.
Name: Wil lam J. Davis
Title: xav!g? / Mayor Pro-Tem
- 3 -
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2012-109, was duly passed, approved and adopted by the City Council
of the City of Vernon at a regular meeting of the City Council duly
held on Tuesday, June 19, 2012, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this y� day of June, 2012 at Vernon"'r
California.
r
il, City Clerk
(SEAL)
4
EXHIBIT A
AGREEMENT FOR CONTINUATION AND UPGRADE OF
DEDICATED INTERENT ACCESS SERVICES
This A 91Tant for Continuation and Upgrade of Dedicated Internet Access Services (the "Agreement")
is made as of _ , U, 2012 (the "Effective Date"), by and between the City of Vernon, a
Califomie charter city and municipal corporation (the "City") and Level 3 Communications, LLC , ("Level 3"
together with City, the "Parties").
WHEREAS, the City and Level 3 are parties to a Business Markets Master Service Agreement
("Agreemem") executed by the City on January 15, 2008, pursuant to which Level 3 provided the City with
dedicated Internet access services ("DIA Service') at a monthly recurring rate for a service Term of one year
in accordance with an attendant Level 3 Service Order for DIA Service ("First Customer Order');
WHEREAS, following the end of the term set forth in the First Customer Order, Level 3 provided
DIA Service to the City on a month -to -month basis pursuant to the Agreement;
WHEREAS, the City and Level 3 ate parties to a written Continuation Agreement executed by the
City on September 29, 2009, under which Level 3 provided the City with DIA Services at a fixed rate for a
Service Term of one additional year; and
WHEREAS, the City and Level 3 are parties to a written Continuation Agreement executed by the
City on March 22, 2011, under which Level 3 provided the City with DIA Services at a fixed rate for a Service
Term of one additional year, and
WHEREAS, the parties desire to enter into a twenty four (24) month cemmihnent under which Level
3 will continue to provide DIA Services for a fixed monthly rate; and
WHEREAS, the City is a public entity subject to certain laws requiring disclosure of public records to
members of the public, and the Agreement between the Parties, and this Continuation and Upgrade
Agreement, are records that are subject to those disclosure laws.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this continuation and Upgrade Agreement agree as follows:
1. Level 3 shall provide, in accordance with the terms of the Agreement, the Services described on
Exhibit A, which are attached and incorporated by this reference, at the monthly recurring charge rates and
new service speed upgrade to 100 Mega bits per second, commonly known as 100 Mbps GE, described on
Exhibit A, for a Service Terra of twenty four (24) months beginning the first month following the Effective
Date.
2. The Parties agree that the Section 15 of the Agreement is deleted in its entirety and that the .
Agreement and this Continuation and Upgrade Agreement may be disclosed to the public notwithstanding the
original terms of the Agreement. This Section 2 shall not terminate or expire, and shall survive the expiration
or earlier termination of this Continuation Agreement.
3. This Continuation and Upgrade Agreement is executed in duplicate originals, each of which is.
deemed to be for all purposes.
4. Force Majeure. Neitherparty shall be considered in default ofany of its obligations under this
Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable
force" shall mean flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience,
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.
5. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this
Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the
determinmion of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in
Los Angeles, California. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration
Rules and Procedures. The arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing,
and the arbitrator shall provide written reasons for their decision. The arbitration decision shall be final and
binding on the Parties. Judgment on the award maybe entered in any court having jurisdiction pursuant to this
Agreement. This clatrse shall not preclude Parties from seeking provisional remedies in aid of arbitration from
a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this
Agreement shall be the Superior Court of California, Los Angeles County.
6. The provisions of this Continuation and Upgrade Agreement shall constitute the entire agreement
of the parties with respect to the subject matter herein and shall supersede any other Agreement, understanding,
or arrangement, whether written or oral, between the parties in conflict therewith respect to the subject matter
hereof; provided, however, the Agreement shall continue in full force and effect except as modified by the
terms of this Continuation and Upgrade Agreement.
7. All terms not otherwise defined herein shall have the meaning ascribed to such terms in
the Agreement.
IN WITNESS WHEREOF, the parties Have signed this Continuation and Upgrade Agreement as of the
date stated in the introductory clause.
City of Vernon
1N
WILLIAM DAVIS,
Mayor Pro Tent
ATTEST:
DATE:
WILLARD G. YAMAGUCHI,
City Clerk
APPROVED AS TO FORM:
WILLARD G. YAMAGUCHI,
Chief Deputy City Attorney
Level Communications,
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M.
Title:
Counsel
By:
Name: — L�wigMi liner
Title: _Vice President, Legal
EXHIBIT A
Services and Rates
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OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
June 21, 2012
Micki Marlatt-Arledge
Records Manager
Level 3 Communications, LLC
1025 Eldorado Blvd., 23-414
Broomfield, CO 80021
Re: Fiber Optic Internet Access Contract Renewal
Dear Ms. Marlatt-Arledge:
Transmitted herewith is an original fully executed agreement as referenced above, approved by
City Council on June 19, 2012, through Resolution No. 2012-109.
If you have any questions regarding this matter, please call Mr. Ali Nour, at (323) 583-8811 ext.
316.
Very yours,
ARD G. Y
City Clerk
WGY:dj
Enclosure
c: Carlos Fandino
Ali Nour
Purchasing Department
Resolution No. 2012-109
Agreement File No. 12-055
EXclusivefy Industrid
AGREEMENT FOR CONTINUATION AND UPGRADE OF
DEDICATED INTERENT ACCESS SERVICES
This A for Corrtiunuation and Upgrade of Dedicated Inane Access Services (the "Agreement )
Is made as ofg� , �q, 2012 (the -Effective Date) by and between the City of Vernon, a
California charter city and municipal corporation (the "City") and Level 3 Communications, LLC , ("Level 3"
together with City, the "Parities").
WHEREAS, the City and Level 3 are parties to a Business Markets Master Service Agreement
("Agreement") executed by the City on January 15, 2008, pursuant to which Level 3 provided the City with
dedioaad Internet stows services ("DIA Service) at a monthly recurring rate for a service Tenn of one year
in accordance with an attendant Level 3 Service Order for DIA Service ("First Customer Order");
WHEREAS, following the end of the term set forth in the First Customer Order, Level 3. provided
DIA Service to the City on a month -to -month basis pursuant to the Agreement;
WHEREAS, the City and Level 3 are parties to a written Continuation Agreement executed by the
City on September 29, 2009, under which Level 3 provided the City with DIA Services at a fixed rate for a
Service Turn of one additional yen; and
WHEREAS, the City and Level 3 are parties to a written Continuation Agreement executed by the
City on Martin 22, 2011, under which Level 3 provided the City with DIA Services at a fixed rate for a Service
Term of one additional year, and
WHEREAS, the parties desire to enter into a twenty four (24) mouth commitment under which Level
3 will continue to provide DIA Services for a fixed monthly me; and
WHEREAS, the City is a public entity subject to certain laws requiring disclosure of public records to
members of the public, and the Agreement between the Parties, and this Continuation end Upgrade
Agreement, an records that we subject to those disclosure laws.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this continuation and Upgrade Agreement agree as follows:
1. Level 3 shall provide, in accordance with the terms of the Agreement :the Services described on
Exhibit A, which are attached and incorporated by this, reference, at the monthly recurring charge rate and
new service speed upgrade to 100 Mega bits per second, commonly (mown as 100 Mbps GE, described on
Exhibit A, for a Service Tenn of twenty four (24) months beginning the first month following the Effective
Date.
2. The Parties agree that the Section 15 of the Agreement is deleted in its entirety and that the
Agreement and this Continuation and Upgrade Agreement may be disclosed to the public notwithstanding die
original terms of the Agreement. This Section 2 shall not terminate or expire, and shall survive the expiration
or earlier termination of this Continuation Agreement.
3. This Continuation and Upgrade Agreement is executed in duplicate originals, each of which is
deemed to be for all purposes.
4. Force Me1eure. Neither party shall be considered in default of any of its obligations under this
Agreement when a failure of peeformance shall be due to an uncontrollable force. The term "uncontrollable
force shall mean Rood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience,
federal, state, or municipal action, statute, ordinance, or regulation,.embergoes 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 her 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.
5. Arbitration and Venue. Any dispute, claim or controversy arising out of or foisting to this
Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the
determination of tha scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in
Los Angeles, California. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration
Rules and Procedures. The arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing,
and the arbitrator shall provide written reasons for their decision. The arbitration decision shall be final and
binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from
a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this
Agreement shall be the Superior Court of California, Los Angeles County.
6. The Provisions of this Continuation and Upgrade Agreement shall constitute the entire agreement
of the parties with respect to the subject matter herein and shall supersede any other Agreement, understanding,
or anorigamera, whether written or oral, between the parties in conflict therewith respect to the subject matter
hereof', provided, however, the Agreement shall continue in full force and effect except as modified by the
terms of this Continuation and Upgrade Agreement.
7. All terms not otherwise defined heroin shall have the meaning ascribed to such terns in
the Agreement
IN WITNESS WHEREOF, the parties have signed this Continuation and Upgrade Agreement as of the
date stated in the introductory clause
City of Vernon
Level 3 Communkations,
Mayor Pro Tent Title:
• r.
Name:
Title: Vice President. LAW
APP VED AS TO FORM:
"MfLARDdYAfAA01ICHg
Chief Deputy City A me
EXHIBIT A
EXHIBIT A
Services and Rates
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RECEIVED
JUN 13 2012
CITY CLERK'S OFFICE
RECEIVED
JUN 0 7 2012
CITY ADMINISTRATION
DATE: June 6, 2012
TO: Honorable Mayor and City Council ,1,\
FROM: Carlos Fandino, Director of Light & Powerw
APPROVED BY: Mark Whitworth, City Administrator
RE: Level 3 Communications Internet Services Contract Renewal
Purpose:
The City Fiber Optic Internet Services has been receiving dedicated
internet access services from Level 3 Communications pursuant to an
agreement executed on January 7, 2008 and adapted in Resolution No.
9518. The Master Agreement allows for service renewals and upgrades.
On March 22, 2011, the City Council adapted Resolution No. 2011-42
approving a continuation of dedicated Internet access services for
one additional year with fixed monthly pricing. Level 3 is one of the
two upstream Internet service providers that deliver large Internet
circuits to the City for distributing fiber optic based Internet
services. Since the inception of the agreement, Level 3 has delivered
reliable service at a competitive rate.
Level 3 has submitted a renewal quote to provide upgraded service and
a continuation of fixed monthly cost of $3,595.85 for the next two
additional years. The two year term renewal results in a total
monthly savings of 15% as compared to a one year renewal. All other
terms and conditions of the Master Agreement will remain the same.
Recommendation:
I am recommending that the quote received from Level 3 be addressed
on June 19, 2012 agenda and be approved by the City Council with a
new resolution to be adapted covering an additional two years of
services.
Fiscal Impact•
This service was itemized and approved in the 2011/2012 operating
budget. The fiscal impact is $43,150.20, taxes and fees excluded.
CF:an
C: Ali Nour
Doc Control - Level 3
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s�YA'AY IM.� F
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: May 24, 2012
TO: Carlos R. Fandino, Director of Light & Power
FROM: Willard G. Yamaguchi, Chief Deputy City Attorney
RE: Level 3 Communications
I have received and reviewed the Memorandum dated May 22, 2012, and
the attachments thereto.
The following clause should be added to the agreement:
Force Majeure. Neither party shall be considered in default of
any of its obligations under this Agreement when a failure of
performance shall be due to an uncontrollable force. The term
"uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic; war, riot, civil disturbance or
disobedience, 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.
Otherwise the agreement for Continuation and Upgrade of Dedicated
Internet Access Services is approved as to form.
WY: em . .
Enclosures
INTEROFFICE
CITY ATTORNEY DEPT.
MEMORANDUM
Light & Power Department
DATE: May 22, 2012
TO: Willard Yamaguchi, City Attorney 112
�2y
FROM: Carlos Fandino, Director of Light & Power
SUBJECT: Dedicated Internet Services Renewal and Upgrade- Level 3 Communications
The City Fiber Optic Internet Services has been receiving dedicated
internet access services from Level 3 Communications formerly known
as Wi1Tel since October 2005 pursuant to an agreement executed
August 2005 as stated in Resolution No. 8817. Level 3 is the city's
one of the two upstream Internet service providers that deliver
large Internet bandwidth circuits to our fiber optic Internet
system.
On January 15, 2008 the City Council adapted Resolution No. 9518
approving a new Business Markets Master Service Agreement with
Level 3 Communications for dedicated Internet access services. The
MSA allows for service renewals and upgrades. In September 2009,
Resolution No. 10,076 approved and authorized the execution of an
agreement with Level 3 for continuation of dedicated Internet
access services for one additional year with fixed monthly pricing.
In March of 2011 the City Council adapted Resolution No. 2011-42
approving a continuation of dedicated Internet access services for
one additional year with fixed monthly pricing.
The current service engagement with Level 3 is now on a month -to -
month basis. At this time we are interested in, continuing the
service for an additional 24 months period with a fixed monthly fee
of $3,595.85, excluding taxes and fees. The size of the Internet
"pipe" will be increased from 45 Mbps to 100 Mbps. All other terms
of the agreement will remain the same.
Attached we have prepared a service renewal and upgrade agreement
for your review and comment. Upon your consent, we would like you
to place the item for June 5, 2012 City Council Agenda.
If you need additional information, please let me know.
CF/an
C: Ali Nour
Document Control - Fiber Optic
�S
INTEROFFICE r� '=a, -' ' 9 MEMORANDUM
P�
Light : Power Department
DATE: May 22, 2012
TO: Carlos Fandino, Director of Light & Power
FROM: //' Ali Nour, Engineering Manager
SUBJECT: Service Connection to Upstream Internet Service provider -
Level 3 - Service Renewal and Upgrade
The City's Fiber Optic Internet System has been receiving
dedicated Internet access services from Level 3 since October
2005. Level 3 is one of the two upstream Internet providers to
our network. In 2008 the City signed a new Master Services
Agreement "MSA" with Level 3 to secure annual monthly pricing,
and in 2009; the City renewed the agreement for one additional
year which ended in October of 2010. In 2011 the City renewed
the agreement for one additional year which ended in March of
2011. We are currently receiving Internet access on a month -to -
month basis and are proposing to secure a new continuation
agreement for one additional year where the prices cannot be
subject to Level 3 price increases.
The current service engagement with Level 3 is now on a month -
to -month basis. At this time we are interested in continuing the
service for an additional 24 months period with a fixed monthly
fee of $3,595.85, excluding taxes and fees. The size of the
Internet "pipe" will be increased from 45 Mbps to 100 Mbps. All
other terms of the agreement will remain the same.
I am recommending proceeding with securing an agreement with
Level 3 for one additional year. I have prepared an agreement
for renewal and request that City Attorney to review and place
the item for June 6, 2012 City Council Agenda. If you need
additional information, please let me know.
ARN/
C: Document Control - Fiber Optic
Level 3