CC SR 20200505 K - RACE Communications Southbay Fiber
CITY COUNCIL MEETING DATE: 05/05/2020
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA DESCRIPTION:
Consideration and possible action to approve an agreement with RACE
Communications to become part of the South Bay Fiber Network.
RECOMMENDED COUNCIL ACTION:
(1) Authorize the City Manager to sign the 36-month Master Products and Services
Agreement with Race Communications to become part of the South Bay Fiber
Network.
FISCAL IMPACT: None at this time
Amount Budgeted: N/A
Additional Appropriation: N/A
Account Number(s): N/A
ORIGINATED BY: Lukasz Buchwald, IT Manager
REVIEWED BY: Same as below
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. RACE Communications Master Products and Services Agreement
(page A-1)
B. RPV Letter of Support from June 2018 (page B-1)
C. RPV Letter of Commitment from August 2019 (page C-1)
D. SBCCOG April 2020 Newsletter “Connect” (page D-1)
BACKGROUND AND DISCUSSION:
In July 2016, the South Bay Cities Council of Governments (SBCCOG) and the South
Bay Workforce Investment Board (SBWIB) contracted with Magellan Advisors to create
a regional broadband fiber-optic master plan to enable South Bay cities to embrace the
digital economy, “smart city” initiatives, integrated utilities and next -generation economic
development. The plan explored constructing a regional, high-speed fiber-optic network
for South Bay municipal facilities, with future opportunities to connect area anchor
institutions, businesses, and potentially residents.
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SBCCOG went on to issue a request for proposals for the project — now known as the
South Bay Fiber Network (SBFN) — and selected American Dark Fiber, LLC (ADF) in
November 2018. In May 2019, the Los Angeles County Metropolitan Transportation
Authority (Metro) Board of Directors approved SBCCOG’s application to use up to $4.4
million of Measure M funds to connect all participating city halls and data centers to the
SBFN.
According to the April SBCCOG newsletter (Attachment F), construction is well
underway and the contractors are working safely and efficiently during the current
COVID-19 health crisis to complete all the right-of-way builds followed by lateral
connections to the SBFN sites. The “core ring” that is the backbone of the network is
expected to be operational in May and the first group of city and agency laterals will be
operational by early July. So far, nine South Bay agencies have signed the contract with
Race Communications and all the remaining committed agencies are engaged in
negotiations and approval process with their Race agreements.
To date, the City of Rancho Palos Verdes has taken the following actions in regards to
the SBFN project:
Signed a letter of support on June 5, 2018 (Attachment D)
Signed a letter of commitment on August 20, 2019 (Attachment E)
City Staff coordinated with the Palos Verdes Peninsula Land Conservancy to
assure compliance with the City's Natural Communities Conservation
Plan/Habitat Conservation Plan (NCCP/HCP) because a portion of the project-
related construction will take place in the Palos Verdes Nature Preserve.
The next and final step in participating in the SBFN project is to sign a master products
and services agreement (Agreement) with Race Communications, the company that
has been chosen to manage the SBFN and to provide customer service to the City. As
part of this Agreement, Race Communications will be responsible for operating the fiber
network and ensuring that service levels stated in the Agreement are met for a period of
36-months with a fixed cost of $1,000 per month.
The cost of the Agreement will be included as part of the proposed Information
Technology budget for Fiscal Year 2020-21. The City currently pays $1,750 per month
for dedicated 200 Mbps (one-fifth of the new 1 Gbps circuit) internet service through
TPx Communications and $281 per month for 300 Mbps shared service through
Frontier Communications as backup. If the City Council authorizes the Agreement, the
Frontier connection could be canceled at the start of the new service to offset some of
the additional cost. The current TPx Communications contract does not expire until
February 2023 at an annual cost of $21,000 ($1,750 per month) and may be canceled
at that time. Assuming a July 2020 start date, the anticipated additional Race
Communications cost projected for the next three years is as follows:
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FY 20-21 $12,000
FY 21-22 $12,000
FY 22-23 $12,000
Total Three-Year Estimated Cost: $ 36,000
Because of the nature of the service provided, our standard services contract template
did not apply here and the vendor’s standard service agreement was used instead. The
City Attorney’s Office is generally satisfied with the outcome of contract negotiations.
Although the terms listed in the Agreement are standard in the telecommunication
services industry, the City Council should be aware that even though the City has the
ability to terminate the contract for convenience, due to the pre-negotiated prices and
commitment levels, the City will have to pay the remaining total monthly charges for the
unexpired portion of the service.
The SBFN is expected to provide an excellent value for an ultra -fast and reliable 1 Gbps
internet connection. With the future firmly heading toward cloud computing and the
Internet of Things (IoT), fast and reliable internet connection will become even more
critical to the City’s operations. Moreover, by participating in the SBFN project, some
residents and businesses will potentially be able to gain access to a new, ultra-fast
Internet vendor, allowing for more choices for internet service providers, which should
encourage innovation and competition.
CONCLUSION:
Staff recommends that the City Council authorize the City Manager to sign the
Agreement with Race Communications to become a part of SBFN enabling City Hall to
connect to an ultra-fast 1 Gbps internet network that will allow the City to be better
prepared for the future anticipated technology needs and challenges ahead.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available
for the City Council’s consideration:
1. Do not authorize the City Manager to sign the Agreement.
2. Take other action as deemed appropriate by the City Council.
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01203.0001/644122.2 General Terms and Conditions 1 Initials____/____ Page1
MASTER PRODUCTS AND SERVICES AGREEMENT
CUSTOMER PROFILE
Legal Business Name: City of Rancho Palos Verdes
Phone #: 310‐544‐5200
Address: 30940 Hawthorne Blvd
City: Rancho Palos Verdes
State: CA
Zip/Postal Code: 90275
Federal Tax ID or EIN: 95‐2867872
BILLING CONTACT
Name: Lukasz Buchwald
Title: IT Manager
Email: lbuchwald@rpvca.gov
Phone #:310‐544‐5311
Alt Phone #: 951‐375‐8487
Address: 30940 Hawthorne Blvd
City: Rancho Palos Verdes
State: CA
Zip/Postal Code: 90275
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions together with all Supplements, Order
Form(s), Exhibits and other addenda attached hereto from time to time
constitute the Master Products and Services Agreement (“Agreement”)
which is effective as of the last date of execution below (“Effective Date”)
by and between Race Telecommunications, Inc.. (“Race”), a California
corporation, and Customer. Race and Customer are collectively referred to
as the “Parties” or individually as a “Party”.
1. DEFINITIONS
“Commencement Date” means the date upon which Race begins to provide
an ordered Product or Service as more fully described in the relevant
Supplement or Order Form.
“Customer Location” refers to a location designated in an Order Form for
connection to the Race Network.
“Race Network” means, collectively, the fiber optic network, system
capacity and related facilities (including, without limitation, routers,
switches and communication channels) owned or controlled by Race to the
extent it applies to the Product or Service.
“Order Form” refers to any, mutually executed, product order (“Product
Order”), service order (“Service Order”), estimate (“Estimate”), or
statement of work (“Statement of Work”) to these General Terms and
Conditions and respective Supplement, detailing the Products or Services,
the Term, Customer charges, the estimated Commencement Date and any
other relevant terms agreed upon by the Parties.
“Products or Services” means the products or services provided by Race
(including, without limitation, Leased Fiber, In‐Building Fiber, Co‐location,
Bandwidth, Managed Services, Voice Services and Capacity) to Customer.
“Supplement” means a fully executed supplement to these General Terms
and Conditions each containing additional terms and conditions that govern
the related Products or Services provided by Race.
“Term” means the period of time in which Race provides Products or
Services to Customer pursuant to an Order Form and any renewals
thereto.
2. STRUCTURE OF AGREEMENT
From time to time, the Parties will execute one or more Supplement(s) and
Order Forms for Race to provide Products or Services, each of which is
automatically incorporated into this Agreement and subject to these
General Terms and Conditions.
3. INVOICING AND PAYMENT
3.1. Installation Charge. If a non‐recurring installation charge or setup fee
(“Installation Charge”) is specified in an Order Form, Race will invoice
Customer for the same upon the effective date of the Order Form (“Order
Form Effective Date”), and unless otherwise specified in the applicable
Order Form, Customer will pay such invoice upon the Order Form Effective
Date.
3.2. Recurring Charge. If a recurring charge (“Recurring Charge”) (e.g.
Monthly Charge, Quarterly Charge, Annual Charge, etc.) is specified in an
Order Form, Race will invoice Customer for and Customer will pay the
Recurring Charge in advance for each period upon receipt of such invoice.
Race will begin to invoice the Recurring Charge on the Commencement
Date. Invoices for partial months will be pro‐rated. Multiple types of
Recurring Charge may be set forth in the Order Form.
3.3. Prepayment. Any prepayment (“Prepayment”) specified in an Order
Form, is payable upon the Order Form Effective Date. If a Prepayment is
for a portion of a Term, the amount of such Prepayment will be applied as
a credit to the final Recurring Charges at the end of such Term.
3.4. Additional Charges. If applicable, Race will invoice Customer and
Customer will pay invoices for any additional charges for Products or
Services which are specified in an Order Form.
3.5. Applicable Taxes. Race will invoice Customer and Customer will pay
any and all applicable taxes (“Applicable Taxes”) as more fully described in
Section 4, below, with respect to specific Customer charges.
3.6. Late Payments. All invoices must be paid in accordance with their
terms without setoff or deduction or services will be subject to
interruption until payment is made in full.
3.7. U.S. Dollars. Unless otherwise specified on an Order Form, all
payments must be made by Customer to Race in U.S. dollars.
4. APPLICABLE TAXES
4.1. Applicable Taxes. In addition to other amounts due hereunder,
Customer shall be responsible for paying all Applicable Taxes. “Applicable
Taxes” means all taxes, levies, fees, imposts, duties, charges, surcharges,
assessments or withholdings of any kind or nature levied or imposed upon
Race or Customer, arising from or relating to the provision by Race of the
Services to Customer (including, without limitation, sales, excise taxes,
universal service fees, any other FCC or state PUC fees, and any state or
local utility or telecommunications taxes), together with any penalties,
fines or interest (resulting from Customer's failure to pay Applicable Taxes
hereunder after being invoiced for such) by any U.S. federal, state,
provincial or local government, public authority, including its agencies,
commissions and tribunals, or their designated agents, having jurisdiction
over this transaction. Customer shall not be responsible for and Applicable
Taxes shall not include taxes on the property or income of Race.
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01203.0001/644122.2 General Terms and Conditions 2 Initials____/____ Page2 4.2. Notwithstanding the foregoing, Customer may provide Race with a
certificate evidencing Customer’s exemption from payment of or liability
for any Applicable Taxes.
5. TERM
5.1. This Agreement commences on the Effective Date, and continues
through the latest expiration of all Order Form Term(s) subject to this
Agreement, unless earlier terminated as provided herein.
5.2. The Term for each Order Form begins on the Commencement Date of
the related Product or Service and remains in effect until the expiration of
the initial period so specified. Upon expiration of the initial term, and
provided that no type of Recurring Charge is fully prepaid pursuant to
renewal of the Agreement, each Order Form will automatically revert to
current market rate for services unless one Party provides the other
written notice that it is terminating such Order Form not less than sixty
(60) days’ prior to the end of the Term then in effect.
5.3. If any order form is terminated by either party any time after the start
of service but prior to the expiration of the term provided herein, RACE
shall be entitled to recover any installation and sign‐up charges
conditionally waived by RACE as noted on the Service Order and be liable
on a prorated basis for any waived nonrecurring charges plus the total
monthly charges for the unexpired portion of the service.
6. DEFAULT
The following events are “Events of Default”, the occurrence of which gives
the non‐defaulting Party the right to terminate the affected Order Form(s),
or the entire Agreement for a nonpayment default, by written notice
following the expiration of any stated cure periods and pursue its remedies
under the Agreement:
a. Customer fails to fully pay any of the payments required
hereunder within thirty (30) days after receipt of written notice
of such failure; or
b. Except as provided in clause (a), above, the breach of any
material term or condition of this Agreement (including Order
Forms) and such breach remains uncured thirty (30) days after
delivery to the breaching Party of written notice of such breach. If
the breach is of a nature or involves circumstances reasonably
requiring more than thirty (30) days to cure, the time period may
be extended provided the breaching Party proceeds diligently to
cure the breach;
If Customer is in default, as set forth above, then, after expiration
of the cure period, Race may, in addition to any other remedies
that it may have under this Agreement or by law, suspend,
disconnect and/or repossess any Products or Services, provided,
however, that Customer will remain responsible to perform its
obligations hereunder.
7. REPRESENTATIONS AND WARRANTIES
7.1. Race warrants that any Products and Services to be provided to
Customer will be at a professional level of quality conforming to generally
accepted industry standards and in compliance in all material respects with
all applicable laws and regulations. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
IN THIS AGREEMENT, RACE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING ANY AND ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.2. Each Party represents and warrants to the other that (i) it is duly
organized, validly existing and in good standing under the laws of the state
of its organization, (ii) it has all requisite power and authority to enter into
and perform its obligations under this Agreement and all Order Forms, (iii)
it will comply with all applicable federal, state and local laws, statutes,
rules and regulations in connection with the provision and use of the
Products and Services and (iv) this Agreement and all Order Forms, when
executed, are the legal, valid and binding obligation of such Party.
7.3. Customer acknowledges that Race has no ability to determine
whether the communications traffic carried by the Products or Services
utilizing the Race Network is jurisdictionally interstate or intrastate.
Customer represents and warrants that the communications traffic to be
carried by the Race Network shall be jurisdictionally interstate, pursuant to
the Federal Communications Commission's mixed‐use "10% Rule"(47 CFR
36.154, 4 FCC Rcd. 1352), unless Customer provides Race written notice
otherwise. In either case, Customer will pay all relevant FCC and state
Public Utilities Commission taxes and fees.
8. LIMITATION OF LIABILITY; INDEMNIFICATION
8.1. THE TOTAL LIABILITY OF EITHER PARTY FOR DAMAGES ARISING OUT OF
OR IN CONNECTION WITH AN ORDER FORM (EXCLUDING EARLY
TERMINATION CHARGES (AS DEFINED IN THE RELATED SUPPLEMENT)) IS
LIMITED TO AN AMOUNT EQUAL TO THE TOTAL CHARGES PAYABLE BY
CUSTOMER DURING THE TERM SET FORTH THEREIN. NOTWITHSTANDING
ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY
WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT
LIMITATION, LOSS OF PROFITS, REVENUE OR LOST BUSINESS
OPPORTUNITIES (WHETHER ARISING OUT OF TRANSMISSION INTERRUP‐
TIONS OR PROBLEMS, ANY INTERRUPTION OR DEGRADATION OF SERVICE
OR OTHERWISE), WHETHER FORESEEABLE OR NOT, EVEN IF A PARTY HAS
BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF THE DAMAGE
AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. THE
LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY TO CLAIMS OF
CUSTOMER, WHETHER OCCASIONED BY ANY CONSTRUCTION,
INSTALLATIONS, RELOCATIONS, SERVICE, REPAIR OR MAINTENANCE
PERFORMED BY, OR FAILED TO BE PERFORMED BY RACE, OR ANY OTHER
CAUSE WHATSOEVER, INCLUDING BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE, OR STRICT LIABILITY. IN NO EVENT WILL EITHER
PARTY BE LIABLE FOR ANY LOSS OF DATA OR TECHNOLOGY.
8.2. Race agrees to indemnify, defend and hold Customer, its officers,
directors, employees, agents and contractors harmless from and against all
loss, damage, liability, cost and expense (including reasonable attorney’s
fees and expenses) by reason of any claims or actions by third parties
against Customer for (i) bodily injury or death, and damage, loss or
destruction of any real or tangible personal property, which third party
claims arise out of or relate to Race’s gross negligence or willful
misconduct or (ii) infringement or misappropriation by Race of any
intellectual property rights under this Agreement.
8.3. Customer agrees to indemnify, defend and hold Race, its officers,
directors, employees, agents and contractors harmless from and against all
loss, damage, liability, cost and expense (including reasonable attorney’s
fees and expenses) by reason of any claims or actions by third parties
against Race for (i) bodily injury or death or damage, loss or destruction of
any real or tangible personal property, which third party claims arise out of
or relate to Customer’s sole gross negligence or willful misconduct arising
out of or in connection with this Agreement, (ii) infringement or
misappropriation by Customer of any intellectual property rights under this
Agreement, or (iii) Customer’s use of the Products or Services, including
without limitation, defamation, libel, slander, obscenity, pornography, or
violation of the rights of privacy or publicity, or spamming or any other
tortuous or illegal conduct.
9. CONFIDENTIALITY; PUBLICITY
9.1. Confidentiality. Each Party agrees that all information furnished to it
by the other Party under this Agreement, including maps, pricing, financial
terms, network routes, design information, methodologies, specifications,
locations or other information to which it has access under this
Agreement, are deemed the confidential and proprietary information or
trade secrets (collectively referred to as “Proprietary Information”) of the
Disclosing Party and will remain the sole and exclusive property of the
Disclosing Party (the Party furnishing the Proprietary Information referred
to as the “Disclosing Party” and the other Party referred to as the
“Receiving Party”). Each Party will treat the Proprietary Information and
the contents of this Agreement in a confidential manner and, except to the
extent necessary in connection with the performance of its obligations
under this Agreement, neither Party may directly or indirectly disclose the
same to anyone other than its employees on a need to know basis and
who agree to be bound by the terms of this Section, without the written
consent of the Disclosing Party. Information will not be deemed
Proprietary Information if it (i) becomes publicly available other than
through the actions of the Receiving Party; (ii) is independently developed
by the Receiving Party; or (iii) becomes available to the Receiving Party
without restriction from a third party. If the Receiving Party is required by
a governmental or judicial law, order, rule, regulation or permit to disclose
Proprietary Information, it must give prompt written notice to the
Disclosing Party of the requirements of such disclosure and cooperate fully
with the Disclosing Party to minimize such disclosure, and disclosure after
such notice shall not be a breach hereof.
9.2. Publicity. Neither Party may issue any advertising or other publicity
material using the other Party’s name or marks or describing in any way
the terms of this Agreement without first receiving the other Party’s
written consent as to form and content, which consent may not be
unreasonably withheld, conditioned, or delayed.
10. ASSIGNMENT
Neither Party will assign or transfer this Agreement without the other
Party’s prior written consent, except that either Party may assign this A-2
01203.0001/644122.2 General Terms and Conditions 3 Initials____/____ Page3 Agreement upon notice and without the other Party’s consent to a person,
firm, corporation, partnership, association, trust or other entity (i) that
controls, is controlled by or is under common control with the assigning
Party or (ii) which purchases all or substantially all of its assets; provided
that the assignee assumes all liabilities hereunder in writing prior to the
effectiveness of such assignment. Any assignment or transfer without the
required consent is void and is considered a material breach of this
Agreement. Upon any permitted assignment, the assigning Party will
remain jointly and severally responsible for the performance under this
Agreement, unless released in writing by the other Party, and this
Agreement will be binding upon and inure to the benefit of the Parties
hereto and their respective successors and permitted assigns.
11. NON‐SOLICITATION
From the date of the last engagement and for one year thereafter, neither
party will solicit for employment nor hire any employee or contractor of
other. (Neither an unsolicited request by an employee or contractor for
employment, nor a response by an employee or contractor to a generally
published advertisement shall be considered a solicitation pursuant to this
section.) Other than provided herein, neither party will solicit, directly or
indirectly, any employee or contractor of other and in no event, hire an
employee, agent or independent contractor of other, through any means,
including the hiring of an employee, agent or independent contractor by a
competitor of the other, where the hired person has served as an
independent contractor, subcontractor or other capacity for the other,
within the period described to herein, without the other party’s prior
written consent. In the event a party breaches the above, they shall
immediately pay as liquidated damages to other an amount equal to 1.5
times the relevant person’s then current annual compensation (or the
amount paid to or on behalf of the person during the last 12 months in the
case of an independent contractor).
12. FORCE MAJEURE
Neither party will be considered in breach of this Agreement nor liable
under this Agreement for any delays, failures to perform, damages or
losses, or any consequence thereof, caused by or attributable to an event
of “Force Majeure,” which is defined as any cause beyond the reasonable
control of the party claiming relief, including without limitation the action
by a governmental authority (such as a moratorium on any activities
related to this Agreement or changes in government codes, ordinances,
laws, rules, regulations, or restrictions occurring after the Effective Date),
third‐party labor dispute, flood, earthquake, fire, lightning, epidemic, war,
act of terrorism, riot, civil disturbance, act of God, sabotage, fiber cut
caused by a third‐party or failure of a third party to recognize a permit,
authorization, right‐of‐way, easement, right, license or other agreement
obtained by Race to construct and operate its facilities or network.
13. NOTICES
All notices, including but not limited to, demands, requests and other
communications required or permitted hereunder (not including invoices)
must be in writing and will be deemed given: (i) when delivered in person,
(ii) one (1) business day after deposit with an overnight delivery service for
next day delivery, or (iii) three (3) business days after deposit in the United
States mail, postage prepaid, registered or certified mail, return receipt
requested, and addressed to the recipient Party at the address set forth on
first page hereof. In addition, Race may send Customer notices, other than
notices for default or termination, to Customer’s email address as
contained on Race’s customer contact list. Such email notification is
deemed delivered on the day sent unless returned to sender.
14. MISCELLANEOUS
14.1. Governing Law. This Agreement will be interpreted and construed in
accordance with the internal laws of the State of California without giving
effect to its principles of conflicts of laws. This Agreement and the duties
and obligations of the Parties hereunder shall be enforceable against any
of the Parties in the courts of California. Venue shall be in the Superior
Court, County of Los Angeles, or the Central District of California, as
applicable.
14.2. Survival. The Parties’ respective representations, warranties, and
covenants, together with obligations of indemnification, confidentiality
and limitations on liability will survive the expiration, termination or
rescission of this Agreement and continue in full force and effect.
14.3. No Third‐Party Beneficiaries. The covenants, undertakings, and
agreements set forth in this Agreement are solely for the benefit of and
enforceable by the Parties or their respective successors or permitted
assigns.
14.4. Relationship of the Parties. The relationship between the Parties
hereunder is not that of partners or agents for one another and nothing
contained in this Agreement may not be deemed to constitute a
partnership, joint venture or agency agreement between them.
14.5. Remedies Not Exclusive. Except as otherwise expressly provided, the
rights and remedies set forth in this Agreement are in addition to, and
cumulative of, all other rights and remedies at law or in equity.
14.6. Headings; Severability. The headings in this Agreement are strictly
for convenience and do not amplify or limit any of the terms, provisions or
conditions hereof. In the event any term of this Agreement is held invalid,
illegal or unenforceable, in whole or in part, neither the validity of the
remaining part of such term nor the validity of the remaining terms of this
Agreement will be in any way affected.
14.7. No Implied Waiver. No failure to exercise and no delay in exercising,
on the part of either Party, any right, power or privilege hereunder will
operate as a waiver, except as expressly provided herein.
14.8. Execution and Counterparts. This Agreement may be executed in
counterparts, including by facsimile transmission, each of which when
executed and delivered is an original, but all the counterparts together
constitute the same document.
14.9. Order of Precedence. If any conflict or contradiction exists between
these General Terms and Conditions and a Supplement, the terms of a
Supplement will control. If any conflict or contradiction exists between a
Supplement and the terms of an Order Form, the terms of the Order Form
will control. If any conflict or contradiction exists between these General
Terms and Conditions and the terms of an Order Form, the terms of the
Order Form will control.
14.10. Attorneys‘ Fees. If either party to this Agreement is required to
initiate or defend or made a party to any action or proceeding in any way
connected with this Agreement, the prevailing party in such action or
proceeding, in addition to any other relief which any be granted, whether
legal or equitable, shall be entitled to reasonable attorney’s fees, whether
or not the matter proceeds to judgment.
15. ENTIRE AGREEMENT; AMENDMENT; EXECUTION
This Agreement, including all Supplements, Order Forms, Exhibits and
addenda attached hereto is the entire agreement between the Parties with
respect to the subject matter hereof and supersedes any and all prior
negotiations, understandings and agreements, whether oral or written.
This Agreement may be amended only by a written instrument executed
by the Parties.
The Parties have executed this Agreement as of the last date of execution below.
RACE TELECOMMUNICATIONS, INC. CUSTOMER
BY:________________________________ BY:___________________________________
Print Name:_________________________ Print Name:____________________________
Title:_______________________________ Title:__________________________________
Date:_______________________________ Date:_______________________________
AUTHORIZED CONTACTS
A-3
01203.0001/644122.2 General Terms and Conditions 4 Initials____/____ Page4 PRIMARY CONTACT
Name: Lukasz Buchwald
Title: IT Manager
Company (if different):
Email: lbuchwald@rpvca.gov Phone #:310‐544‐5311
Alt Phone #: 951‐375‐8487
Fax #:
Address: 30940 Hawthorne Blvd Suite/Unit/Floor:
City: Rancho Palos Verdes State: CA Zip/Postal Code: 90275
TECHNICAL CONTACT
Name: Lukasz Buchwald
Title: IT Manager
Company (if different):
Email: lbuchwald@rpvca.gov Phone #:310‐544‐5311
Alt Phone #: 951‐375‐8487
Fax #:
Address: 30940 Hawthorne Blvd Suite/Unit/Floor:
City: Rancho Palos Verdes State: CA Zip/Postal Code: 90275
OTHER CONTACT
Name: ____________________________________________
Title: _____________________________________________
Company (if different): _______________________________
Email: ____________________________________________
Phone #: __________________________________________
Alt Phone #: ________________________________________
Fax #: _____________________________________________
Address: __________________________________________
Suite/Unit/Floor: ____________________________________
City: ______________________________________________
State: __________ Zip/Postal Code: ____________________
OTHER CONTACT
Name: ____________________________________________
Title: _____________________________________________
Company (if different): _______________________________
Email: ____________________________________________
Phone #: __________________________________________
Alt Phone #: ________________________________________
Fax #: _____________________________________________
Address: __________________________________________
Suite/Unit/Floor: ____________________________________
City: ______________________________________________
State: __________ Zip/Postal Code: ____________________
OTHER CONTACT
Name: ____________________________________________
Title: _____________________________________________
Company (if different): _______________________________
Email: ____________________________________________
Phone #: __________________________________________
Alt Phone #: ________________________________________
Fax #: _____________________________________________
Address: __________________________________________
Suite/Unit/Floor: ____________________________________
City: ______________________________________________
State: __________ Zip/Postal Code: ____________________
OTHER CONTACT
Name: ____________________________________________
Title: _____________________________________________
Company (if different): _______________________________
Email: ____________________________________________
Phone #: __________________________________________
Alt Phone #: ________________________________________
Fax #: _____________________________________________
Address: __________________________________________
Suite/Unit/Floor: ____________________________________
City: ______________________________________________
State: __________ Zip/Postal Code: ____________________
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01203.0001/644122.2 Service Level Agreement
Initials_____/_____
SERVICE LEVEL AGREEMENT
PRIVATE LINE OUTAGE POLICY:
SLA for Domestic Private Line Services
1. SERVICE LEVEL OBJECTIVES
Race will meet a Service Availability of 99.99% for domestic circuits. This
SLA sets forth the credit(s) that Customer will receive if the Service Levels
are not met, in addition to those rights and remedies available under the
Agreement.
2. ALLOWANCE FOR SERVICE OUTAGE PERIODS
2.1. A Circuit shall be deemed to be in an outage condition if, while
Customer is using or attempting to use such Circuit, such Circuit loses
continuity, becomes unavailable or fails to comply with the applicable
specifications for such Circuit (“Outage”). Subject to the restrictions
herein, Customer is entitled to an “Outage Credit” in the event that the
Service Levels described in this Agreement are not met. An “Outage
Period” begins when a report is made to RACE’s Network Control Center
from Customer by telephone that the Service has been impaired, lost or
interrupted. Customer must agree that such Circuit is released for repair
by RACE or its agent. An Outage Period ends when the Circuit is restored.
RACE will notify customer by telephone and Customer will confirm that
Service has been restored. Any additional time necessary for Customer’s
confirmation shall not operate to extend the calculation of the Outage
Period. Events that cause an Outage but involve simultaneous multiple
failures, shall be treated as one single Outage for purposes of calculation of
Outage Credits.
a. All Outage Credits shall be subject to the following restrictions:
(i) No credit shall be allowed with respect to any period during which
Customer fails to afford access to any facilities provided by RACE for the
purpose of investigating and correcting an interruption to Service.
(ii) The Monthly Lease Rates used to determine any credit hereunder
shall be the then current Monthly Lease Rates being assessed.
(iii) In no event shall any credit be allowed hereunder (1) in excess of the
then current Monthly Lease Rate for the applicable Circuit, or (2) with
respect to any Circuit for which Customer (i) fails to make or (ii) is
excused from making any payment because of operation of law or any
other reason.
2.2. The duration of the Outage Period and Outage Credits will be
determined at the sole discretion of RACE, based upon RACE’s internal
records. Customer shall have the right to request credit(s) for a period of
thirty (30) days after the occurrence of an outage or alleged outage.
Customer shall have the right to contest any calculations of credit(s) for a
period of thirty (30) days after Customer’s receipt of invoice on which said
credit(s) appear.
2.3. No Outage Credits are allowed for Outage Periods:
a. Caused directly or indirectly by the acts or omissions of Customer;
b. Caused by the failure of equipment or systems provided by Customer
or any third party (not under the direction or control of RACE), including
any provider of local access service to RACE contracted for, by or on
behalf of Customer (in such case, RACE will coordinate with such local
access service provider to cure such failure as quickly as practicable);
c. Caused by a Force Majeure event;
d. Occurring with respect to a Circuit released by Customer to RACE (i) to
perform maintenance, (ii) to make rearrangements at the direction of
Customer, or (iii) to implement an order from Customer for a change in
the Circuit; or
e. Occurring with respect to a Circuit that Customer elects not to release
for testing or repair and continues to use on an impaired basis.
f. Interruption of Service on a Circuit for maintenance. RACE shall use its
best efforts to give Customer two (2) days prior notice thereof by
telephone, facsimile or e‐mail. RACE will use its best efforts to schedule
such Service Interruptions between midnight and 6:00 a.m. for domestic
circuits. Credits will not be allowed with respect to such Service
interruptions if RACE has used its best efforts to so notify Customer in
accordance with this paragraph.
2.4. The credits and/or cancellation of a Circuit in the case of chronic outage
problem provided for hereunder shall be RACE’s sole liability and Customer’s
sole remedy in the event of any outage period or interruption of Service.
3. SERVICE LEVEL OUTAGE CREDITS
3.1. Domestic Service Level Outage Credits will be calculated and granted
based upon the following Service Availability Objective:
Domestic Outage Credit Schedule
Outage levels Outage Time Period Outage Credits
Level 0 Outage 0 minutes to less than 30 minutes = No Credit
Level 1 Outage 30 minutes to less than 60 minutes = 1 Hour Credit
Level 2 Outage 60 minutes to less than 120 minutes = 4 Hours Credit
Level 3 Outage 120 minutes to less than 4 hours = 8 Hours Credit
Level 4 Outage 4 hours to less than 8 hours = 24 Hours Credit
Level 5 Outage 8 hours to less than 24 hours = 2 Days Credit
Level 6 Outage 24 hours + = Actual plus 2 Days Cred
4. Chronic Outage.
Customer shall have the right to terminate the Master Products and Services
Agreement in the event of any Chronic Service Quality Problem (as
hereinafter defined) upon thirty (30) days written notice to RACE. As used
herein, the term “Chronic Service Quality Problem” shall mean (i) any one
Outage lasting more than four (4) days or (ii) three (3) or more Outages, with
each Outage lasting at least thirty (30) continuous minutes, in any sixty (60)
day period. In the event of a termination for a Chronic Service Quality
Problem, Customer shall only be responsible for the payment of charges for
the Service incurred prior to the termination date, but shall not be otherwise
liable for any early termination penalties
A-5
City of Rancho Palos Verdes
Prepared on 02/07/2020 Quote #9019
Service Address: 30940 Hawthorne; Rancho Palos Verdes, CA; 90275
DEDICATED INTERNET SERVICES
Term Qty. Setup Monthly Setup Monthly
(1)
Dedicated Internet DIA GIG (1000Mbps/1000Mbps)36m (1)(1,000.00)(0.00) (1,000.00)
Dedicated Internet DIA 2 GIG (2000Mbps/2000Mbps)36m (2,000.00)(0.00)(0.00)
Dedicated Internet DIA 10 GIG (10000Mbps/10000Mbps)36m (2,750.00)(0.00)(0.00)
*60m Term options
* Base monthly package fees DO NOT include federal or state taxes and fees.
SUBTOTAL $0.00 $1,000.00
(1)
OTHER SERVICES-IP services. Telephony, Data center services
(0.00)
(0.00)
(0.00)
(0.00)
(0.00)
* Notes:
SUBTOTAL $0.00
TOTALS ONE-TIME MONTHLY
$0.00 $1,000.00
GENERAL TERMS & CONDITIONS
This estimate is for equipment and/or the installation of service(s) and/or service equipment. All pricing is estimated and is subject to network capacity verification and engineering. Service is delivered to Race demarcation point (MPOE unless
otherwise stated). Extension of service from Race demarcation point to a customer suite is not included unless specified under Extended Installation Services. Standard installation timeframe, from time of order, is approximately 30 days unless
otherwise noted. Federal and/or state taxes and fees are not included. Any additional service outside of the scope of this estimate will require an amendment to the estimate or must be ordered separately. Any hardware being sold does not include
sales tax or shipping and handling fees. Sales tax and shipping fees will be added once estimate is converted to an invoice or billing statement. For customers entering into a term agreement, an early termination fee will apply and will be equal to
the amount of the original setup fee for said package.
LIMITED WARRANTY
This Limited Warranty is limited to one year installation and labor warranty of all components installed by Race. Parts are limited to defects in materials and workmanship of the product as supplied by the manufacturer. If parts are supplied by Race
and defective, they will be exchangeable within 30 days from date of purchase. After 30 days, parts are to be repaired under the manufacturer warranty terms. Should an issue arise within a manufactures warranty period, Race will assist in getting
the product warranted by the manufacturer. This warranty does not cover parts and labor that fail as a result of improper use, misuse, abuse or the failure of another part.
AUTHORIZATION
I hereby accept the terms and conditions of this order. By signing, you are authorizing Race to do the work as specified in this agreement and agree to all terms in Race's Master Products and Service Agreement.
CUSTOMER
AUTHORIZED SIGNATURE: _________________________________________________________
PRINT NAME: _____________________________________________________________________
TITLE: ___________________________________________________________________________
EFFECTIVE DATE: _________________________________________________________________
RACE COMMUNICATIONS
AUTHORIZED SIGNATURE: _________________________________________________________
PRINT NAME: _____________________________________________________________________
TITLE: ___________________________________________________________________________
EFFECTIVE DATE: _________________________________________________________________
A-6
B-1
C-1
C-2
PROJECT HIGHLIGHTS
A s our nation, state, and local communi-
ties work through the challenges of the
Covid-19 pandemic, work on the South Bay
Fiber Network moved forward. Seen as an
“essential” utility, American Dark Fiber and
its sub-contractors, HP Communications and
Race Communications, continue their work,
to complete the South Bay Cities Council of
Governments’ work orders for the
construction of the “core ring” and
connection of the first of group of charter
cities and agency members to the network.
WELCOME TO THE NETWORK!
O n April 2nd, the City of El Segundo
became the very first of the 15 South
Bay cities to connect to the SBFN! Taking
advantage of the great pricing for IT service,
the City signed on for 10 GB rather than just
1 GB. City staff stated that “It was too good a
deal not to sign-up for the extra bandwidth.”
I nterestingly, not a shovel of dirt was lifted
to make this happen. Rather, it was as
simple “cross-connect” at Equinix (one of the
two South Bay Fiber Network’s Point of
Presence “POP”). Said, Mark Hines, the ADF
engineer who helped plug in El Segundo, “it
was as simple as pulling fiber from one box
to another.”
CONSTRUCTION STATUS
S hovels are in the ground and the
permitting and
construction of the
network is well
underway. HP
Communications
reports that 100% of
permits for Phase 1
of the project have
been secured and
approximately 50%
of permits for the
second phase are in-
hand. HP Teams are working safely and fast to
complete all the right of way builds followed by
lateral connections to the SBFN sites. The “core
ring” that is the backbone of the network will be
operational in May and the first group of city
and agency laterals will all be operational by
early July.
South Bay Fiber
Network Vol. 1
South Bay Cities Council of Governments
CONNECT
D-1
CONNECTION STATUS
T o date, 15 cities and 6 additional public
entities have committed to becoming the
first SBFN members. Anticipation, to join El
Segundo, as a member of the new network,
continues as each city and agency works
through their budget and approval process to
complete their respective service level
agreements with Race Communications—the
SBFN’s Internet Service Provider. The initial
milestone for a sustainable network depends
on participation of all network members signing
up for internet service. Presently, nine
contracts have been signed for a total of
$13,500 towards the network’s monthly
revenue goals — well on the way towards the
total SBCCOG goal of $35,000 per month service
contracts.
A s Race continues its outreach efforts and
support of each agency’s service contract
process it also continues its work to schedule
and deploy the IT equipment at each site
location. This new hardware will “light” the
circuits that will connect SBFN members to the
network. With equipment deployed and signed
service contracts in-hand, we can expect a
rolling wave of lateral connections— beginning
in May through early July—connecting
members to the SBFN across the South Bay.
COVID-19 UPDATE
W hile our South Bay communities
“shelter safely” at home, work on the
SBFN continues. Telecommunications projects,
like this one, are considered as an “essential”
service which makes sense
given the extraordinary IT
capacity needed for city
workers and local residents
to efficiently work from
home. Working under these
emergency conditions
requires, as Nick Goldman,
President of HP Communications says, “a safety
first mentality.” You can be sure that our SBFN
work crews are doing their best to keep safe by
wearing masks and working at safe distances
from one another.
APPLICATIONS DEVELOPMENTS
C onnection to the SBFN offers a new
digital era for cities and public agencies.
Opportunities for “Digital Innovation” are in
development and the SBCCOG is leading the
way. Come this summer, SBFN members can
look forward to “IT Lunch & Learn” forums as
well as the roll-out of first network
applications: Metro’s Regional Integration of
Intelligent Transportation system (RIITS) and
Los Angeles County’s Information Exchange
Network for Traffic Control (IEN) program.
South Bay Cities Council of Governments
For more information on the South Bay Fiber Network
please contact: Aaron Baum, SBFN Program Manager
aaron@southbaycities.org or 310 371-7222 D-2