HomeMy WebLinkAboutStaff Report 14165
City of Palo Alto (ID # 14165)
City Council Staff Report
Meeting Date: 6/20/2022 Report Type: Consent Calendar
City of Palo Alto Page 1
Title: Approval of a New Dark Optical Fiber License Agreement With the Palo
Alto Unified School District as a Customer, From December 17, 2022 Through
June 30, 2027
From: City Manager
Lead Department: Utilities
Recommendation
Staff recommends that Council approve and authorize the City Manager or their designee to
execute a new Dark Optical Fiber Backbone License Agreement (Attachment A) with the Palo
Alto Unified School District as a customer, for a term beginning December 17, 2022 through
June 30, 2027.
Background
The City of Palo Alto (City) and the Palo Alto Unified School District (PAUSD) previously
executed a Dark Optical Fiber Backbone License Agreement (License Agreement) on December
16, 2010. Under this License Agreement the City provided dark fiber service to Terman Middle
School (now Ellen Fletcher Middle School). In 2012, City of Palo Alto Utilities (CPAU)
collaborated with the PAUSD to rebuild and optimize PAUSD’s network by extending the dark
optical fiber backbone network to all eighteen (18) PAUSD sites, in addition to supporting
Internet connectivity with a link at the Palo Alto Data Center, Equinix SV8.
The availability of CPAU’s communication conduit and dark fiber throughout Palo Alto,
combined with the PAUSD’s need to expand its network created an opportunity for both
parties. The License Agreement was amended on December 17, 2012 for this network
extension (Amendment No. 1), to memorialize the understanding that the City extended its
dark fiber backbone to pass by all school premises and the PAUSD Office (18 sites), in
consideration of the PAUSD’s agreement to pay at least one-half of the interconnection fees
(i.e., construction costs) attributable to the capital improvement benefits to the PAUSD. The
total interconnection fee to be paid by the PAUSD was $199,761, amortized over ten (10) years
or 120 months at $1,665/month. Effective March 2022, the remaining balance of the
amortized interconnection fee is $19,942. The amended License Agreement and plan to extend
the fiber backbone to the PAUSD was presented to the Council in an Informational Staff Report
(CMR #3329), dated December 3, 2012.
City of Palo Alto Page 2
The License Agreement was amended again in 2017 (Amendment No. 2), to clarify that the
term of the current agreement ends on December 16, 2022.
Discussion
The PAUSD participates in the Federal Communications Commission’s (FCC) E-Rate program,
which makes telecommunications and information services more affordable for schools and
libraries. With funding from the Universal Service Fund, the E-Rate program provides discounts
for telecommunications, Internet access, and internal connections to eligible schools and
libraries. The E-rate program is administered for the FCC by the Universal Services
Administrative Company (USAC)1. The dark fiber services provided by the City to the PAUSD are
eligible for E-rate funding. It is expected that 40% of PAUSD’s dark fiber leasing cost will be
reimbursed on an annual basis from the FCC E-rate program. Since the current License
Agreement ended in December 2022, the PAUSD was required by the USAC to issue a Request
for Proposals (RFP) for the upcoming E-rate funding year (July 1, 2022, to June 30, 2023).
On December 17, 2021, the PAUSD issued an RFP for “Leased Wide Area Network Services”
(#21-IT-12-WAN). Proposals were due February 17, 2022. The RFP asked for either a “leased
dark fiber” or “leased lit fiber” solution. Please note that the City uses the term “license” rather
than “lease” for dark fiber services. On February 16, 2022, the City submitted a proposal for a
dark fiber solution. The proposed agreement term is December 17, 2022, to June 30, 2027.
The monthly recurring charge for the license fee in the proposal is $11,202, which is based on
the current Utility Rate Schedule EDF-3 (Dark Fiber Licensing Services). CPAU has not modified
the EDF-3 rate schedule since September 18, 2006. Any future changes to the EDF-3 rate
schedule will require a cost of service study and Council’s approval. There are no additional
one-time charges in the proposal since the existing dark fiber services provided to the PAUSD
are operational.
On March 8, 2022, the Palo Alto Unified School Board voted to award a contract in the amount
of $672,120 to City of Palo Alto Utilities for a term of 60 months beginning on December 17,
2022. However, PAUSD is requesting to reduce the term of the agreement from 60 to 54
months with a termination date of June 30, 2027 to align with the federal E-rate fiscal calendar.
In the Letter of Agreement (Attachment B) submitted with the proposal, the City stated that if
selected for the award of this RFP, CPAU would obtain approval by its City Council at a publicly
noticed meeting before a binding contract can be entered, as required by the City’s Municipal
Code. Council’s approval of this action will authorize the City to execute this agreement.
Resource Impact
The PAUSD has been a dark fiber optic customer since 2010 Since the PAUSD is not requesting
any change in the number of dark fiber connections or configuration of the network, the
recurring charge for the license fee remains $11,202 monthly or $134,424 annually. The
recurring revenue will be included in the FY 2023 Fiber Optic Revenue budget.
1 Universal Services Administrative Company website: https://www.usac.org/
City of Palo Alto Page 3
Policy Implications
A new Dark Optical Fiber Backbone License Agreement does not represent a change to current
City policies.
Environmental Review
The provision of dark fiber to PAUSD under a new Dark Optical Fiber Backbone License
Agreement is not subject to the California Environmental Quality Act (CEQA) since existing fiber
facilities are categorically exempt from review under Title 14 of the California Code of
Regulations Section 15301.
Attachments:
• Attachment A: Dark Optical Fiber License Agreement
• Attachment B: PAUSD Letter of Agreement
Page 1 of 13
6050167 Rev. Feb 2020
DARK OPTICAL FIBER BACKBONE
LICENSE AGREEMENT
THIS DARK OPTICAL FIBER BACKBONE
LICENSE AGREEMENT (“Agreement”) is entered
into on June 20, 2022, to be effective on _December
17, 2022 (“Commencement Date”) by and between:
CITY OF PALO ALTO (“CITY”)
A California chartered city
250 Hamilton Avenue
Palo Alto, CA 94301
and (“CUSTOMER”)
(individually, “Party” and, collectively, “Parties”).
IN CONSIDERATION OF the mutual
covenants, terms and conditions set forth in the
Agreement, the Parties agree, as follows:
1.DEFINITIONS. The capitalized terms that are
used in the Agreement and the Exhibits shall have the
meanings set forth in the Palo Alto Municipal Code
and/or the City of Palo Alto Utilities Rules and
Regulations (“Rules and Regulations”), Rule and
Regulation 26, and/or Utility Rate Schedules EDF-2
and EDF-3, which are incorporated herein by
reference and made a part hereof, unless the context
otherwise clearly indicates a different meaning.
2.EXHIBITS TO AGREEMENT. The following
Exhibits are incorporated herein by reference and
made a part hereof:
A Special Terms
B Proposal for Dark Fiber Services
#21-IT-12-WAN
C Fiber License Agreement Investigation Request
Form - Sample
D Insurance Requirements
E Fiber License Agreement Information Request
Form
F Acknowledgement of Receipt of City of Palo
Alto Utilities Rules and Regulations
3.TERM AND TERMINATION.
(a)Commencement Date, Term, Extension,
Renewal. The Agreement shall commence on the
Commencement Date and shall continue until the
Agreement expires on June 30, 2027 (“initial term”)
or is sooner terminated in accordance with the
covenants, terms and conditions of the Agreement.
(b)Termination. A Party may terminate the
Agreement without cause, provided that Party gives
to the other Party ninety (90) days’ prior written
notice of termination. A Party may terminate the
Agreement for cause, provided that Party gives to the
other Party the specified prior written notice, or if
none is stated, thirty days’ prior written notice.
(c)Early Termination Fee.
If the CUSTOMER chooses to terminate for
convenience the Agreement or the term of any
project covered by a Proposal under the Agreement,
then the CUSTOMER shall pay the applicable
termination payment, equal to the net present value of
the remaining fees of the project term as indicated in
each Proposal.
4.TELECOMMUNICATIONS
INFRASTRUCTURE.
(a)Warranties. The CITY makes no
representations, warranties, covenants or assurances:
(1) with respect to the design, construction, durability
or suitability of the telecommunications
infrastructure, or any part thereof, whether express or
implied, and the CITY specifically disclaims any
implied warranty of merchantability and any implied
warranty of fitness for a particular purpose; (2) with
respect to the nature or accuracy of the description,
location or measurement of the telecommunications
infrastructure, the telecommunications pathway, or
any part thereof; (3) that the CITY will increase or
decrease the number of dark fibers constituting a part
of the telecommunications infrastructure at any time
during the term hereof; or (4) that the CITY will
obtain the legal right to locate, maintain or use the
telecommunications infrastructure, or any part
thereof, in the Peninsula Corridor Joint Powers Board
(“PCJPB”) right-of-way by means of a license
agreement, an easement agreement or other written
instrument.
(b)Relocation, Repair or Removal of
Telecommunications Infrastructure. The CITY, at
its sole cost and expense, may upon reasonable notice
to the CUSTOMER, or, in the event of an
emergency, upon 24 hours’ prior oral notice, relocate,
PALO ALTO UNIFIED SCHOOL DISTRICT
25 Churchill Avenue
Palo Alto, CA 94306
Attachment A
Page 2 of 13
6050167 Rev. Feb 2020
repair, replace or remove the telecommunications
infrastructure.
(c) Access. The CUSTOMER is prohibited
from accessing the telecommunications infrastructure
(other than accessing that portion of the conduit,
which the CUSTOMER is obligated to maintain), the
transmission pathway, or any CITY electric or other
utility facility. Only personnel authorized by the
CITY will be allowed to connect the CUSTOMER’s
service to, or disconnect CUSTOMER’s service
from, the fiber optic system on the CITY side of the
demarcation point.
5. GRANT OF LICENSE. The CITY grants the
CUSTOMER a nonexclusive license to use the
Licensed Fibers identified in each Proposal, on
condition that the CUSTOMER shall timely pay all
applicable fees, rates, charges and applicable taxes
(“Fees”), and shall be in compliance with all other
covenants, terms and conditions of the Agreement.
All connections to CITY fiber shall be within the
jurisdictional boundaries of the CITY. This grant is
subject to the CITY’S right to occupy and use the
public rights-of-way [including the PCJPB rights-of-
way], public utility easements, private property and
any other property in and on which the CITY’s dark
optical fiber backbone is located, which right may be
delineated in any contract, dedication, deed,
easement, license or other similar form of document.
Nothing in the Agreement shall be deemed to grant,
convey, create, or vest an interest or estate in land,
including but not limited to any fee, leasehold,
easement or franchise, in the CUSTOMER. The
CITY shall not be liable to the CUSTOMER on
account of the PCJPB’s termination of the CITY’s
right to occupy the PCJPB’s rights-of-way, except as
provided herein.
6. LIMITATIONS ON USE. If the CUSTOMER
uses the Licensed Fibers and/or any other portion of
the Backbone to provide, in whole or in part, services
subject to AB 2987 (Ch. 700, Stats. 2006) and/or
Chapters of the Palo Alto Municipal Code relating to
the provision of video services as defined in AB
2987, the CUSTOMER shall apply for a franchise
and pay the franchise fee as required by applicable
law.
7. FEES.
(a) Types of Fees. The CUSTOMER shall pay
to the CITY the current fees that are identified in
each Proposal and referred to in Utility Rate
Schedules EDF-2 and EDF-3, including the Dark
Fiber Backbone License Fees, Drop Cable
Management Fees, Custom Cable Management Fees,
and any applicable administrative and miscellaneous
charges. The CUSTOMER shall pay the fees
identified in each Proposal without set-off or
recoupment, in accordance with the covenants, terms
and conditions of the Agreement. The CUSTOMER
shall pay, upon the execution of the Proposal, the
Interconnection Fee.
(b) Method of Payment. The CUSTOMER at
its election shall pay the total Drop Cable
Management Fees (excluding the Interconnection
Fee) either in a lump sum at the commencement of
the term of a Proposal or in equal monthly
installments, as they shall become due and payable
on the first day of the month. The CITY shall issue
to the CUSTOMER, upon request, a monthly billing
statement for the fees (excluding the Interconnection
Fee). If the CUSTOMER elects the monthly
installment payment option, then the CUSTOMER
shall pay the first monthly installment on or before
the execution date of the Agreement and Proposal
#B-1.
(c) Result of Untimely Payment. The CITY
reserves the right to charge the CUSTOMER interest
on the lump sum or any monthly installment at a rate
not to exceed the maximum rate allowable by law if
the CUSTOMER fails to timely pay the lump sum or
any monthly installment. The CUSTOMER shall
timely pay any and all undisputed portions of the fees
in the event the CUSTOMER disputes in good faith
any other portion of the fees. The CITY, upon two
(2) days’ prior written notice, reserves the right to
temporarily suspend or terminate services to the
CUSTOMER until the CUSTOMER has paid any
and all undisputed fees. An administrative charge of
two hundred dollars ($200) or such other charges as
may be established by CITY by law shall be due and
payable by the CUSTOMER for the cost of
processing and handling the CUSTOMER’s failure to
pay any of the fees required by this Agreement and/or
the Proposal. The CITY reserves the right to modify
the administrative charge by law and charge the
CUSTOMER interest on the administrative charge if
payment is not made within thirty (30) days of its
assessment.
8. INSURANCE. Within five (5) Days after the
CUSTOMER executes the Agreement and initiates
Service with its submission of Proposal B-1 and pays
the fees, the CUSTOMER shall obtain and maintain
the policies of insurance described in Exhibit D. The
CUSTOMER shall maintain these policies of
insurance during the term of the Agreement and any
and all unexpired Proposals.
9. INDEMNITY. To the fullest extent permitted by
law and without limitation by the provisions of
Page 3 of 13
6050167 Rev. Feb 2020
Section 8, relating to insurance, the CUSTOMER
shall indemnify, defend and hold harmless CITY, its
Council members, officers, employees and agents
from and against any and all demands, claims,
injuries, losses, or liabilities of any nature, including
death or injury to any person, property damage or any
other loss and including without limitation all
damages, penalties, fines and judgments, associated
investigation and administrative expenses and
defense costs, including, but not limited to reasonable
attorney’s fees, courts costs and costs of alternative
dispute resolution, arising out of, or resulting in any
way from or in connection with the performance of
this Agreement. The CUSTOMER’s obligations
under this Section apply regardless of whether or not
a liability is caused or contributed to by any negligent
(passive or active) act or omission of CITY, except
that the CUSTOMER shall not be obligated to
indemnify for liability arising from the sole
negligence or willful misconduct of the CITY. The
provisions of this Section survive the expiration or
termination of this Contract.
10. DESTRUCTION.
(a) CUSTOMER’s Property. In the event of a
total or partial destruction of substantially all of the
CUSTOMER’s Property, or any part thereof, where
such casualty occurs as a result of an event of Force
Majeure, whether or not such casualty is covered
under a policy of insurance carried by the
CUSTOMER, this Agreement may be terminated at
the option of the CUSTOMER, or the LICENSEE, at
its sole cost and expense, may commence and
complete as soon as practicable the repair or
restoration of the damaged CUSTOMER’s Property,
or any part thereof, to substantially the same
condition immediately before the event of
destruction.
(b) Telcommunications Infrastructure. In the
event of a total or partial destruction of the
Telecommunications Infrastructure, or any part
thereof, including the Licensed Fibers, where such
casualty occurs as a result of an event of Force
Majeure, whether or not such casualty is self-insured
or covered under a policy of insurance carried by the
CITY, this Agreement may be terminated at the
option of the CITY, or the CITY, at its sole cost and
expense, may commence and complete as soon as
practicable the repair or restoration of the damaged
Telecommunications Infrastructure, or any part
thereof, including the Licensed Fibers, to
substantially their same condition immediately before
the event of destruction. If the CITY elects to
terminate this Agreement, the CITY shall be relieved
of any obligation to the CUSTOMER, and the
CUSTOMER shall be released from its obligations
under this Agreement.
11. CONDEMNATION. The Party receiving a
notice of condemnation promptly shall give to the
other Party a copy of the notice of condemnation.
(a) Total Condemnation. If the property or
premises of a Party is totally taken by condemnation,
this Agreement shall terminate as of the date title to
that Party’s property or premises is taken by the
condemnor.
(b) Partial Condemnation. If the property or
premises of a Party is partially taken by condemnation, this Agreement shall not terminate,
provided, however, the Party whose property or
premises is partially taken, at its option, may terminate this Agreement for cause if all or
substantially all of the property or premises cannot be
used for the purposes for which the Party entered into this Agreement.
(c) Termination; Award and Payment. If the
Party whose property or premises is partially taken elects to terminate this Agreement, the notice of
termination shall become effective within thirty (30)
Days after the other Party has received notice of
termination. An award and any other payment on
account of a total or partial taking of the
Telecommunications Infrastructure, or any part
thereof, including the Licensed Fibers, shall be made and paid to the CITY.
12. DEFAULT. The non-defaulting Party may
terminate the Agreement and any and all unexpired
Proposals upon the occurrence of an event of default
caused by the defaulting Party, if the defaulting Party
fails to cure the event of default within the period of
time specified below. In an event of default of a
financial nature, the defaulting Party shall cure the
default within two (2) days of receipt of the notice of
default. In the event of default of a non-financial
nature, the defaulting Party shall cure the default
within ten (10) days of receipt of the notice of
default. A failure to cure an event of default within
the specified period of time shall constitute a material
breach of the Agreement.
(a) Events of Default. The occurrence of any
of the following shall constitute a material default by
the CUSTOMER:
(i) Failure to pay any fee, when due, unless
the CUSTOMER, in good faith, disputes all or any
portion of the fee, in which event the CUSTOMER
shall pay only that portion of the fee that it does not
dispute.
(ii) Failure to perform, observe or comply
with any other covenant, term or condition of the
Agreement that the CUSTOMER is required to
observe or perform.
Page 4 of 13
6050167 Rev. Feb 2020
(iii) Assignment or transfer of the
CUSTOMER’s interest in the Agreement, voluntarily
or by operation of law.
(iv) Assignment or transfer of the
CUSTOMER’s assets for the benefit of the
CUSTOMER’s creditors.
(v) Filing of a petition in bankruptcy or a
petition for reorganization or other arrangement
relating to the bankruptcy, insolvency, or
receivership of the CUSTOMER and/or its assets,
unless the same is dismissed within 180 days of the
filing thereof.
(vi) Any representation or warranty of the
CUSTOMER that shall prove to have been incorrect,
false, or misleading in any material respect when
made.
(b) Obligation to Perform; Payment. The
termination of the Agreement and any and all
unexpired Proposals shall not relieve the defaulting
Party of its obligation to perform its obligations,
including the payment of the fees, prior to the
effective date of termination.
(c) Remedies for Default. The CITY shall
have the following rights and remedies, in addition to
all other rights and remedies provided by applicable
law, to which the CITY may resort cumulatively, or
in the alternative, the CITY may:
(i) Keep the Agreement in effect and
enforce all rights and remedies that it enjoys under
the Agreement, including but not limited to the right
to payment of all fees as they shall become due, by
appropriate legal action.
(ii) Seek specific performance of the
Agreement in addition to other rights and remedies
that available at law or in equity.
(iii) Terminate the Agreement for cause.
(d) DAMAGES. NOTWITHSTANDING
ANY OTHER PROVISION OF THIS
AGREEMENT, NEITHER THE CITY NOR THE
CUSTOMER SHALL BE LIABLE TO THE
OTHER FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, LIQUIDATED, OR
SPECIAL DAMAGES, OR FOR LOST REVENUES
OR LOST PROFITS TO ANY PERSON ARISING
OUT OF THIS AGREEMENT OR THE
PERFORMANCE OR NONPERFORMANCE OF
ANY PROVISION OF THIS AGREEMENT, EVEN
IF SUCH PARTY HAS BEEN INFORMED OF
THE POSSIBILITY OF SUCH DAMAGES. THE
CITY’S TOTAL LIABILITY FOR ANY CLAIM
OR DEMAND OF THE CUSTOMER ARISING
OUT OF THIS AGREEMENT SHALL NOT
EXCEED THE AMOUNT OF THE FEES PAID BY
THE CUSTOMER TO THE CITY PRIOR TO THE
DATE OF CLAIM OR DEMAND.
13. REPRESENTATIONS; WARRANTIES. The
CUSTOMER represents and warrants that (i) it is in
compliance with all applicable laws, rules,
regulations and tariffs relating to its activities covered
by the Agreement, (ii) it is not in delinquency for
payment of any CITY fees, taxes or charges for
electricity and other utilities and services, (iii) it has
the requisite power and authority to carry on the
business it now conducts, (iv) it is a sole
proprietorship or a corporation, partnership, or
limited liability company, duly formed, validly
existing and in good standing under the laws of the
State of California (v) it has the power to enter into
and perform its obligations under the Agreement,
which constitutes a legal, valid and binding
obligation of the CUSTOMER and enforceable
against it in accordance with its covenants, terms and
conditions, (vi) the execution, delivery and
performance of its obligations under the Agreement
have been duly authorized, and (vii) there is no
pending or threatened action or proceeding before
any court or agency affecting the financial condition
or operation of the CUSTOMER or its ability to
perform its obligations under the Agreement.
14. WAIVER. The consent of a Party to any act or
omission of the other Party shall not be deemed to
imply consent to or constitute a waiver of a default or
breach of any term or condition of the Agreement or
a continuing waiver of a subsequent default or breach
of the same or different term or condition, nor shall
any custom or practice which may arise between the
Parties in the administration of the Agreement be
construed to waive or lessen the right of a Party to
insist upon full performance of the other Party in
strict compliance with the covenants, terms and
conditions of the Agreement.
15. NOTICE. All notices which shall or may be
given pursuant to this Agreement shall be in writing
and delivered by the United States Postal Service, or
by registered mail or certified mail, postage prepaid,
by commercial overnight delivery service, by
facsimile transmission, or by electronic transmission,
to the address of any Party set forth in the
introductory paragraph of the Agreement and to the
person(s) described below:
CITY: City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attn: City Clerk
Telephone: 650-329-2571
Facsimile: 650-328-3631
Page 5 of 13
6050167 Rev. Feb 2020
CUSTOMER:
16.MISCELLANEOUS.
A.The Agreement and all Exhibits contain the
entire understanding between the Parties as to the
subject matter herein. There are no representations or
warranties, oral or in writing, between the Parties
pertaining to the subject matter hereof that are not
fully expressed in the Agreement.
B.The Agreement shall be binding upon and
inure to the benefit of the successors and permitted
assigns of the Parties.
C. The Agreement may not be amended, unless
the Parties first sign a written instrument that amends
the Agreement. No amendment of the Agreement
will be deemed effective, unless and until the City
Manager has first approved the amendment, in
writing, and the City Attorney has approved as to
form. A Proposal may be amended by any designated
representative of either Party.
D.The Agreement is governed by and construed
in accordance with the California law without regard
to its conflicts of laws, rules or principles.
E. Trial of any action regarding any dispute
concerning the Agreement and/or any Proposal will
be vested in the state courts of California, County of
Santa Clara, or in the United States District Court,
Northern District of California, in the county of Santa
Clara, as appropriate.
F. Each Party and its counsel have reviewed
the Agreement. Accordingly, the normal rules of
construction to the effect that any ambiguity will be
resolved against the drafting party will not be
employed in the construction and interpretation of the
Agreement.
G.The CUSTOMER acknowledges that Fibers
licensed pursuant to this Agreement are subject to the
Rules and Regulations, and acknowledges receipt of
a copy of the Rules and Regulations in electronic
form, effective as of the Commencement Date.
Copies of the Rules and Regulations are available to
the public at the Utilities Customer Service Center,
Second Floor, 250 Hamilton Avenue, Palo Alto,
California 94301, or online at
https://www.cityofpaloalto.org/Departments/Utilities/
Utilities-Services-Safety/Utility-Rules-and-
Regulations
H.Each Party will comply with all lawful
federal, state and local laws, ordinances, resolutions,
rate schedules, rules and regulations that may affect
its rights and obligations under the Agreement.
I. The Agreement is subject to the fiscal
provisions of the Charter of the City of Palo Alto and
the Palo Alto Municipal Code. The Agreement will
terminate without any penalty (i) at the end of any
fiscal year in the event that funds are not appropriated
for the following fiscal year, or (ii) at any time within
a fiscal year in the event that funds are only
appropriated for a portion of the fiscal years and
funds for the CITY’s obligations are no longer made
available. This provision will take precedence in the
event of a conflict with any other term or condition of
the Agreement.
J.No payment, partial payment, acceptance or
partial acceptance by the CITY will operate as a
waiver on the part of the CITY of any of its rights
under the Agreement.
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PALO ALTO UNIFIED SCHOOL DISTRICT
25 Churchill Avenue
Palo Alto, CA 94306
650-3293775
Page 6 of 13
6050167 Rev. Feb 2020
IN WITNESS WHEREOF, the Parties have executed
the Agreement by their duly appointed
representatives on the date first above stated at Palo
Alto, Santa Clara County, California.
CITY OF PALTO ALTO
_____________________________________
Director of Utilities
By: ___________________________________
Title: __________________________________
PALO ALTO UNIFIED SCHOOL DISTRICT
Page 7 of 13
6050167 Rev. Feb 2020
EXHIBIT "A": SPECIAL TERMS
"Backbone" means the high-density portion of the Telecommunications Infrastructure
consisting of the Dark Fibers, which is designed to serve as the telecommunications paths at different
locations within the jurisdictional boundaries of Palo Alto.
"Commencement Date" means the day on which this Agreement is approved by the CITY.
"Condemnation" means the right of an Agency, including the CITY, to take property for public
use, and it shall include a voluntary sale or transfer by the CITY to the condemnor Agency under a threat of
a taking under the power of condemnation or during the pendency of formal condemnation proceedings.
"Drop Cable" means any CITY-owned and CITY-installed Fiber cable, one end of which is
attached at a Junction Site by the CITY, and the other end of which is attached to the CUSTOMER's
property by the CUSTOMER.
"Drop Cable Management Fee" means the annual fee paid in advance by the CUSTOMER to
the CITY for each drop cable licensed by the CITY to the CUSTOMER. This fee may be waived, in
writing, for any period of time by the Utilities Director, acting on behalf of the CITY, for any Drop Cable
less than one hundred (100) feet in length.
"Fiber" means a solid core of optical transmission material.
"Fiber-Miles" means a unit of measurement of the product of the number of Licensed Fibers
and the number of Route-Miles for any element.
"Force Majeure" means the occurrence of any event that has, had or may have an adverse
effect on the design, construction, installation, management, operation, testing, use or enjoyment of the
Telecommunications Infrastructure, the CUSTOMER's Property, or the Licensed Fibers, which is beyond
the reasonable control of the parties and which event includes, but is not limited to, an Act of God, an
irresistible superhuman cause, an act of a superior governmental authority, an act of a public enemy, a labor
dispute or strike or a boycott which could not be reasonably contemplated by the Party affected thereby, a
defect in manufactured equipment (including, but not limited to, the Dark Fibers), fire, floods,
earthquakes, or any other similar cause.
"Telecommunications Infrastructure" means the Poles, boxes, handholes, manholes, vaults,
conduits, innerducts, surface location markers, cables (including coaxial cables, Custom Cables, Drop
Cables, Fiber cables and messenger cables), Fibers, wires (including copper wire), circuits, conductors,
Splice enclosures, patch panels, cabinets, converters, generators, amplifiers, receivers, switches, wireless
transmitters and receivers, and all other equipment or facilities containing the Dark Fibers or to which the
Dark Fibers are attached, owned, controlled or used by the CITY, in existence either at the
Commencement Date or during the Term hereof and located overhead or underground within the Public
Right-of-Way, the Public Utility Easements and Licensed Service Properties.
"Term" means the term of this Agreement, as defined in Section 3(a).
"Transmission Pathway" means those areas of the Public Right-of-Way, the Public Utility
Easements and the Licensed Service Properties in which the Telecommunications Infrastructure is located.
In additional to the foregoing, other terms are defined throughout this Agreement.
6050167 Rev. Feb 2020
EXHIBIT "B": PROPOSAL FOR DARK FIBER SERVICES
CITY OF PALO ALTO UTILITIES
RESPONSE TO REQUEST FOR PROPOSALS – LEASED WAN FIBER
SERVICES
#21-IT-12-WAN
RFP # 21-IT-12-WAN 12/17/2021 | 1
Proposer: City of Palo Alto Utilities
Response to Palo Alto Unified School District
RFP # 21-IT-12-WAN
The responses in this document correlate to the items required in the above-noted Request for
Proposals issued on December 17, 2021.
Per the RFP:
REQUIREMENTS (responses are in blue type)
1.Project must be completed by December 17, 2022; vendor cannot begin billing for a circuit until
the circuit has been completed to the District’s satisfaction.
City of Palo Alto Utilities (CPAU) acknowledges and agrees.
Beginning in 2012, CPAU collaborated with the District to rebuild and optimize the
District’s network by extending CPAU’s dark optical fiber backbone network to all
eighteen (18) District sites. CPAU is currently providing dark fiber service to all 18 sites,
in addition to supporting Internet connectivity with a link at the Equinix SV8 Palo Alto
Data Center.
2.Ongoing Monthly Recurring Costs for Maintenance and Operations for Leased Dark fiber circuits
must be specified.
CPAU can specify existing circuits by Location Z (school site) as all circuits originate at
location A, the District’s Hub and Minimum Point Of Entry. This is known as a “spoke and
hub network.” Please reference the attached PAUSD Network Diagram of the existing
dark fiber WAN links licensed to the District by CPAU. (Addendum #1)
3.For both leased dark fiber and leased lit fiber solutions, the handoff must be compatible with an
Aruba 8325 switch with either an Aruba 25G SFP28 LC LR 10km SMF Transceiver or an Aruba
10G SFP+ LC LR 10km SMF Transceiver.
The hand off is compatible with the switch specified by the District: Aruba 25G SFP28 LC
LR 10km SMF Transceiver or an Aruba 10G SFP+ LC LR 10km SMF.
4.For dark fiber proposals, vendor must provide only 2 strands of fiber for each spoke site. If
possible, provide a cost allocation showing that only 2 strands will be charged to the District for
each fiber run.
RFP # 21-IT-12-WAN 12/17/2021 | 2
CPAU proposes that only two (2) dark fiber strands will be used and active for each
District site. The fiber conduit may contain more than two (2) dark fiber strands should
the District require more fiber in the future or replacement fibers are required. The
industry standard fiber counts are typically 6, 12, and 24 fibers per tube. CPAU proposes
to utilize the existing two active strands between each site and the MDF. Please
reference the attached PAUSD Network Diagram of the existing dark fiber WAN links
licensed to the District by CPAU. (Addendum #1)
5.All proposed plans should include detailed billing.
During the 60-month (5 year) term of the proposed contract, CPAU will bill the District monthly
for the Monthly Recurring Charge (MRC), in addition to the remaining monthly balance due for
the amortized interconnection fee (i.e., construction costs) itemized in the Dark Optical Fiber
Backbone License Agreement (DOFBLA) Amendment No. 2 (which includes the original License
Agreement and Amendment No. 1) . (Addendum #2) The following is a summary of the current
agreement and billing:
Please refer to Amendment No. 2 to the Dark Optical Fiber Backbone License Agreement
(License Agreement) between the City of Palo Alto and the Palo Alto Unified School
District, including exhibits F1 and F2
Amendment No. 2 includes the Proposals for the Dark Fiber Backbone License Fees
(Exhibit F-1 - MRC $10,117) and the Drop and Custom Cable Management Fees (Exhibit
F-2 -MRC $1,085).
o MRC is $10,117 + $1,085 = $11,202/month
Per License Agreement Amendment No. 2, the total interconnection fee (i.e., construction
cost) to be paid by the District is $199,761, amortized over ten (10) years or 120 months
at $1,664.68/month. Effective February 14, 2022, the remaining balance of the amortized
amount is $21,606.95.
o CPAU note: If a contract is awarded to CPAU under this RFP, a new Dark Optical
Fiber Backbone License Agreement (License Agreement) will be required, since
the current agreement dated December 16, 2010, ends December 16, 2022. The
License Agreement was originally entered into by and between the City of Palo
Alto and the Palo Alto Unified School District on December 16, 2010, to extend
the fiber backbone to Terman Middle School (now Ellen Fletcher Middle School).
The agreement was amended in 2012 (Amendment No. 1), to memorialize the
understanding that the City extended its dark fiber backbone to pass by all school
premises (18 sites), in consideration of the District’s agreement to pay at least
one-half of the interconnection fees (i.e., construction costs) attributable to the
capital improvement benefits to the District. The agreement was amended again
(Amendment No. 2) in 2017, to clarify that the term of the current License
Agreement ends on December 16, 2022.
6.Cost Proposal will include costs for services by site, as outlined in Exhibit B.
Please reference Cost Proposal Exhibit B.
7.All Leased Lit Fiber proposals must have the option to upgrade bandwidth incrementally as
needed during the term of the contract if Leased Lit Fiber option is chosen. Bandwidth options
must include 10Gbps, 25Gbps, and 40Gbps connectivity rates.
CPAU is not proposing a Leased Lit Fiber option.
RFP # 21-IT-12-WAN 12/17/2021 | 3
8.All sites listed must have the option to downgrade bandwidth as needed during the term of the
contract if Leased Lit Fiber option is chosen.
CPAU is not proposing a Leased Lit Fiber option.
CPAU’s dark fiber option provides flexibility to the District to increase or decrease the
speed of the connection as needed for each site
9.Pricing for 60 Month (Five Year) contract terms for Leased Dark Fiber and Leased Lit Fiber.
Unless otherwise agreed upon, the contract start date will be December 17, 2022, contingent
upon E-Rate funding.
The current License Agreement between the City and the District ends on December
16, 2022. Contingent on E-Rate funding, CPAU proposes a 60-month (5 year) term for
dark fiber. The proposed start date is December 17, 2022. If a contract is awarded to
CPAU under this RFP process, a new License Agreement with a 60-month (5 year)
term will need to be executed between CPAU and the District.
10.Prices to remain firm through SLD approval, execution, and duration of the proposed contract.
In the event of a price decrease for service or from the manufacturer, said decrease shall be
passed on to the District and documented with new price sheet sent to the District Office.
During the 60-month (5 year) term of the proposed contract, CPAU does not anticipate
an increase in Utility Rate Schedule EDF-3 (Dark Fiber Licensing Services). All fees in EDF-
3 are subject to change by the City Council. CPAU has not modified the EDF-3 rate
schedule since September 18, 2006. This rate schedule applies to all customer accounts
created after September 18, 2006. This rate schedule applies to Fiber Optic services
pertaining to the City's network (backbone and associated connections). The rate
schedule is available at:
https://www.cityofpaloalto.org/files/assets/public/utilities/rates-schedules-for-
utilities/commercial-utility-rates/edf-3-effective-9-18-2006.pdf
11.All equipment/services costs must be new and included and identified separately.
CPAU is not proposing any new equipment or services.
12.Manufacturer must warrant all parts and equipment.
CPAU will provide all necessary parts and maintenance in service of its dark fiber service
infrastructure.
13.Vendor must be a certified reseller of parts and equipment.
CPAU does not resell equipment. All equipment required for dark fiber service will be
provided by CPAU to support its dark fiber infrastructure.
14.Vendor can provide alternative financing options compatible with the E-Rate program, if
available.
CPAU is a registered service provider with the Universal Service Administrative Company
(USAC). CPAU’s service provider identification number (SPIN) is 143035172. CPAU
proposes to follow the requirements of the E-Rate program for provisioning dark fiber
services to the District and is current with its Form 473 (Annual Service Provider
Certification) filings with the USAC. (Addendum #3)
Leased Dark Fiber Maintenance
Overview: CPAU proposes to operate and maintain the District’s dark fiber network to an industry
standard that provides optimal network uptime, in addition to timely and best practices
maintenance. CPAU looks forward to providing exceptional services in these specific areas and
operations:
RFP # 21-IT-12-WAN 12/17/2021 | 4
Call before you dig locate services:
o CPAU adheres to all rules and regulations regarding call before you dig requirements.
CPAU uses in-house fiber locators for accurate fault detection services for its fiber plant
and uses “Call 811 Before You Dig” Underground Service Alerts (USA) to ensure other
utilities are not impacted if fiber repairs require any type of excavation.
Routine maintenance and inspection:
o CPAU fiber crews inspect and maintain the physical dark fiber network fiber on an as-
needed basis.
Scheduled maintenance windows and scheduling practices for planned outages:
o Planned outage notices are sent to customers as soon as a maintenance project is
approved, typically a month or more in advance. Alternate dates for the outage may be
considered by CPAU. Often, fiber path rerouting can be performed to maintain a customer
connection during a planned outage.
Handling of unscheduled outages and customer problem reports, description of what service
level agreement is included, and what alternative service levels may be available at additional
cost:
o Unscheduled outages are handled by CPAU’s Fiber Operations Crew. The solutions for
unscheduled outages include but are not limited to the following: telephone diagnosis
with the customer’s IT group to determine whether the outage is due to damaged dark
fiber or some other cause. Outage escalation procedures include a visit to the customer
site by the Fiber Operations Crew and use of an Optical Time Domain Reflectometer
(OTDR) to locate fiber breaks. CPAU does not offer alternative service level agreements.
o CPAU’s fully equipped mobile splicing truck will resplice and repair the fiber as needed.
o All emergency services are provided by CPAU crews.
What agreements are in place with applicable utilities and utility contractors for emergency
restoration:
o The City of Palo Alto owns and operates all utility services in the city. CPAU provisions
Electric, Gas, Water, Wastewater and Fiber Optic services. Operating all utility services
enables CPAU to quickly coordinate emergency responses since it does not have to rely
on other utilities to resolve outages and perform emergency restoration work.
o All utility emergency restorations are performed by CPAU Operations crews.
o All replacement and repair of damaged fiber is performed by CPAU Fiber Operations
Crews.
Leased Dark Fiber Maintenance Service Level Agreement
CPAU Fiber does not offer Service Level Agreements (SLAs). CPAU Fiber is provisioned with the
understanding that it provides a “Best Effort Service.” To that point, please see CPAU’s descriptions of
SLA related services below:
Commitment to proactively monitor fiber 24/7/365:
RFP # 21-IT-12-WAN 12/17/2021 | 5
o CPAU Fiber does not offer 24/7/365 monitoring; however, CPAU does have “99.999
percent” fiber uptime and exceeds industry standards for reliability.
In case of outage or service impacting incident, commitment to inform fiber lessee of any fiber
outage or cut within 30 minutes of occurrence:
o Fiber customers will be notified as soon as possible after fiber service is impacted.
In case of outage or service impacting incident, commitment to present lessee with a plan for
service restoration or improvement within one hour of occurrence.
o Fiber customers will be notified as soon as CPAU Fiber Operations Crews are able to do
so. A service action plan will be communicated to the customer as soon as the best
restoration plan is determined.
In case of outage or service impacting incident a mean time to repair of 4 hours:
o CPAU does not provide a time-based commitment for repairs. CPAU’s response time is
within 4 hours during CPAU Operations business hours (Monday to Friday, 7:00 am -
4:00 pm).
Provide an escalation list with qualifications summary of each person on the escalation list:
o Customer should contact CPAU’s SCADA service as the first point of contact to resolve a
fiber outage. SCADA response phone is 650-496-6914 (24/7/365).
o CPAU Operations Dispatch will communicate the outage incident to the Fiber Operations
Crew for the purpose of resolving the fiber service issue.
o Fiber Operations Crew members are certified by Light Brigade, which provides fiber-optic
training courses and certifications.
▪Light Brigade website: https://lightbrigade.com/
o Palo Alto Fiber Operations crew:
▪Ryan Johnson, Supervisor, Streetlight, Traffic Signal and Fiber Optics
▪Richard Anderson, Lead Technician, Fiber Optics
▪Edward Weston, Fiber Technician
Provision of a 24/7/365 phone number in case lessee is first to discover outage or service
impacting incident:
o Contact SCADA 24/7/365 Operations response phone: 650-496-6914.
o All additional CPAU escalations will be performed by the CPAU fiber project managers to
ensure the most efficient service, accuracy, and reliability.
Provision of financial or service credit penalty if this service level agreement is violated:
Even though CPAU does not offer a service level agreement, a credit will be issued to the
customer for the hours of service interrupted. CPAU will not be liable for customer claims
for peripheral damages, such as claimed revenue lost due to an outage or other damage.
RFP # 21-IT-12-WAN 12/17/2021 | 6
1.Cover Letter
A signed letter of interest (no more than one page) stating the Responder’s interest and
qualifications in providing the services as outlined in the RFP. Cover letter should include contact
name, address, telephone number, and email address.
2.Exhibit B - Cost Proposal
3.Exhibit C – RFP Form
4.Exhibit D – Letter of Agreement
5.Exhibit E – Fingerprint Certification CPAU will coordinate certifications if additional installations
are necessary.
6.Exhibit F – Statement of Non-Conflict of Interest
7.Exhibit G – Insurance Acknowledgement CPAU will provide proof of insurance if additional
installations are necessary.
8.Exhibit H – Designated Subcontractors List
9.Exhibit I – Non-collusion Declaration
10.Exhibit J – 2022 E-Rate Supplemental Terms and Conditions
11.Addendums
RFP # 21-IT-12-WAN 12/17/2021 | 7
Exhibits:
Exhibit B ‐ Cost Proposal – RFP # 21‐IT‐12‐WAN
Responder Company Name: City of Palo Alto Utilities___________
Responder Name: Josh Wallace
Responder Title: CPAU Key Account Manager
Responder SPIN: 143035172
Responder Phone: 650-329-2275
Responder Email: josh.wallace@cityofpaloalto.org
Please provide pricing for 60-month contract terms below. Responders may alternatively include pricing
options based on a 36-month contract with 2 one year voluntary extensions using a second copy of this
form.
Please include all estimated taxes, fees, and surcharges in all proposals. The District reserves the right to
select the most favorable and appropriate solution for each site situation. Include any one-time
installation costs, if any. Include costs to extend service from MPOE to the MDF/IDF at each site.
The District is requesting pricing options for Leased Dark Fiber and Leased Lit Fiber as follows:
1)Leased Dark Fiber pricing should be provided as a Non-Recurring Cost (NRC) that
includes all installation costs, taxes and fees in the NRC with an ongoing Monthly
Recurring Cost (MRC) for Maintenance and Operations
2)Leased Lit Fiber pricing should be provided as a Monthly Recurring Cost (MRC) and
should include all installation costs, taxes and fees in the MRC
3)Vendors have the option to provide a Monthly Recurring Cost (MRC) option for Leased
Dark Fiber if available. After term pricing must also be provided.
Under a 60-month contract term beginning December 17, 2022, CPAU proposes the following MRC pricing
for all District sites currently served by CPAU dark fiber. There are no additional installation costs, taxes,
and fees proposed as an NRC for the proposed sites.
After term pricing will be subject to Utility Rate Schedule EDF-3 (Dark Fiber Licensing Services).
RFP # 21-IT-12-WAN 12/17/2021 | 8
Note: Effective February 14, 2022, the remaining balance of the amortized amount for the interconnection fee
(i.e., construction cost) is $21,606.95. There are no additional one-time fees (Non-Recurring Charges) in this Cost
Proposal.
Location Name Address Termination Point MRC 60 Months
Addison Elementary 650 ADDISON AVE. PALO ALTO, CA 94301 MDF 357.10$ 21,426.00$
Barron Park Elementary 800 BARRON AVE. PALO ALTO, CA 94306 MDF 307.90$ 18,474.00$
Juana Briones Elementary 4100 ORME ST. PALO ALTO, CA 94306 MDF 307.90$ 18,474.00$
Duveneck Elementary 705 ALESTER AVE. PALO ALTO, CA 94303 MDF 263.71$ 15,822.60$
El Carmelo Elementary 3024 BRYANT ST. PALO ALTO, CA 94306 MDF 748.24$ 44,894.40$
Escondido Elementary 890 ESCONDIDO RD. STANFORD, CA 94305 MDF 521.27$ 31,276.20$
Fairmeadow Elementary 500 E MEADOW DR. PALO ALTO, CA 94306 MDF 194.89$ 11,693.40$
Walter Hays Elementary 1525 MIDDLEFIELD RD. PALO ALTO, CA 94301 MDF 189.28$ 11,356.80$
Herbert Hoover Elementary 445 EAST CHARLESTON ROAD PALO ALTO, CA 94306 MDF 194.89$ 11,693.40$
Lucille M. Nixon Elementary 1711 STANFORD AVE. STANFORD, CA 94305 MDF 377.81$ 22,668.60$
Ohlone Elementary 950 AMARILLO AVE PALO ALTO, CA 94303 MDF 568.23$ 34,093.80$
Palo Verde Elementary 3450 LOUIS RD. PALO ALTO, CA 94303 MDF 901.58$ 54,094.80$
Frank S. Greene Jr. Middle 750 N CALIFORNIA AVE. PALO ALTO, CA 94303 MDF 577.03$ 34,621.80$
Jane Lathrop Stanford Middle 480 E MEADOW DR. PALO ALTO, CA 94306 MDF 877.69$ 52,661.40$
Ellen Fletcher Middle 655 ARASTRADERO ROAD PALO ALTO, CA 94306 MDF 564.38$ 33,862.80$
Henry M. Gunn High 780 ARASTRADERO ROAD PALO ALTO, CA 94306 MDF 780.04$ 46,802.40$
Palo Alto High 50 EMBARCADERO RD. PALO ALTO, CA 94301 MDF 1,704.02$ 102,241.20$
Greendell 4120 MIDDLEFIELD ROAD PALO ALTO, CA94303 MDF 513.62$ 30,817.20$
Equinix SV8 529 Bryant St, Palo Alto, CA Fl-B/Rm-8B055 1,252.42$ 75,145.20$
Total 11,202.00$ 672,120.00$
RFP # 21-IT-12-WAN 12/17/2021 | 11
Exhibit E – Fingerprint Certification
CPAU will coordinate certifications if additional installations are necessary.
Fingerprint Certification
RFP # 21‐IT‐12‐WAN
Responder Certification
I, _____________________________________________, am an authorized representative of/doing
business as (Name of Responder/consultant) _________________________________, and hereby
certify that, pursuant to Education Code Section 45125.1, this business entity has conducted the
required criminal background check(s) of all its employees who may have contact with District pupils or
unsupervised access to any District campus of the Palo Alto Unified School District on behalf of this
business entity, and that none of those persons have been reported by the Department of Justice as
having been convicted of a serious or violent felony as specified in Penal Code Sections 667.5(c) and/or
1192.7(c).
Failure to comply with these terms or permitting unsupervised access by an employee whose name has
not been cleared by DOJ as certified by the Contractor shall constitute grounds for termination of this
Agreement.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and
correct.
Executed this_________ day of ________, 20_______, in________________ County, California.
___________________________________________
Name of Responder/Consultant (please print)
_________________________________________________
Name/Title of Authorized Representative (printed)
_________________________________________________
(Signature)
RFP # 21-IT-12-WAN 12/17/2021 | 13
Exhibit G – Insurance Acknowledgement
CPAU will provide proof of insurance if additional installations are necessary.
Insurance Acknowledgement
RFP # 21‐IT‐12‐WAN
Notice to Bidders regarding Indemnity and Insurance Requirements Summary of Indemnification and
Insurance Requirements:
1.These are the Indemnity and Insurance Requirements for Contractors providing services or
supplies to Palo Alto Unified School District (Buyer). By agreeing to perform the work or
submitting a proposal, you verify that you comply with and agree to be bound by these
requirements. If any additional Contract documents are executed, the actual Indemnity
language and Insurance Requirements may include additional provisions as deemed appropriate
by Buyer.
2.You should check with your insurance advisors to verify compliance and determine if additional
coverage or limits may be needed to adequately insure your obligations under this agreement.
These are the minimum required and do not in any way represent or imply that such coverage is
sufficient to adequately cover the Contractor’s liability under this agreement. The full coverage
and limits afforded under Contractor’s policies of Insurance shall be available to Buyer and these
Insurance Requirements shall not in any way act to reduce coverage that is broader or includes
higher limits than those required. The Insurance obligations under this agreement shall be: 1—
all the Insurance coverage and limits carried by or available to the Contractor; or 2—the
minimum Insurance requirements shown in this agreement, whichever is greater. Any insurance
proceeds in excess of the specified minimum limits and coverage required, which are applicable
to a given loss, shall be available to Buyer.
3.Contractor shall provide Buyer with Certificates of Insurance including all required
endorsements and a copy of the Declarations and Endorsement Page of the CGL policy listing all
policy endorsements to Buyer before work begins. Buyer reserves the right to require full-
certified copies of all Insurance coverage and endorsements.
Certificates and insurance policies shall include the following clause:
"This policy shall not be canceled or reduced in required limits of liability or amounts of insurance until
notice have been mailed to PAUSD stating date of cancellation or reduction may not be less than ten (10)
days after date of mailing notice."
Certificate of insurance shall state in particular those insured, extent of insurance, location and
operation to which insurance applies, expiration date and cancellation and reduction notice.
4.Indemnification & Insurance:
Contractor shall be an independent contractor and not an agent or employee of District under
this Agreement. Contractor shall be responsible for any damage, loss, or other claim arising out
of the performance of its services under this Agreement.
Prior to commencement of services and during the life of this Agreement, Contractor shall
RFP # 21-IT-12-WAN 12/17/2021 | 14
provide the District with a current certificate or policy evidencing its professional general liability
insurance coverage in a sum not less than $1,000,000 per occurrence, and such certificate or
policy shall name the District as an additional insured.
To the fullest extent allowed by law, Contractor shall defend, indemnify, and hold harmless
District, its directors, officers, agents, employees, and guests against any claim or demand
arising from any actual or alleged act, error, or omission by Contractor or its directors, officers,
agents, employees, volunteers, or guests arising from Contractor’s duties and obligations
described in this Agreement or imposed by law.
To the fullest extent allowed by law, District shall defend, indemnify, and hold harmless
Contractor, its directors, officers, agents, employees, and guests against any claim or demand
arising from any actual or alleged act, error, or omission by District or its di rectors, officers,
agents, employees, volunteers, or guests arising from District’s duties and obligations described
in this Agreement or imposed by law. Contractor is not an employee of the District and District
shall not indemnify Contractor in any such claim.
Contractor shall be responsible for carrying its own workers ’compensation insurance and health
and welfare insurance. District shall not withhold or set aside income tax, Federal Insurance
Contributions Act (FICA) tax, unemployment insurance, disability insurance, or any other federal
or state funds whatsoever. It shall be the sole responsibility of the Contractor to account for all
of the above and Contractor agrees to hold District harmless from all liability for these taxes.
I have read and understand the above requirements and agree to be bound by them for any work
performed for the Buyer.
__________________________________________ Signature
__________________________________________ Printed Name
__________________________________________ Title
__________________________________________ Responder
__________________________________________ Date
RFP # 21-IT-12-WAN 12/17/2021 | 15
Exhibit H – Designated Subcontractors List
Not Applicable: CPAU does not use or propose any subcontractors for this project.
Designated Subcontractors List
Subcontractor Name:
CA Contractors License #:
Portion of Work:
Subcontractor Name:
CA Contractors License #:
Portion of Work:
Subcontractor Name:
CA Contractors License #:
Portion of Work:
Subcontractor Name:
CA Contractors License #:
Portion of Work:
Subcontractor Name:
CA Contractors License #:
Portion of Work:
RFP # 21-IT-12-WAN 12/17/2021 | 17
Exhibit J – 2022 E‐Rate Supplemental Terms and Conditions
E‐RATE SUPPLEMENTAL TERMS AND CONDITIONS
The Telecommunications Act of 1996 established a fund by which Schools and Libraries across the
Country could access discounts on eligible telecommunications products and services. The program is
commonly known as the E-rate Program. The eligibility for discounts on internet access,
telecommunications products and services, internal connection products, services and maintenance is
determined by the Federal Communications Commission (FCC). Funding is made available upon
application approval by the Schools and Libraries Division (SLD) of the Universal Service Administrative
Company (USAC), which was established by the Act. The amount of discount is based on the numbers of
students receiving free and reduced price meals.
1)E-RATE CONTINGENCY
The project herein is contingent upon the approval of funding from the Universal Service Fund’s Schools
and Libraries Program, otherwise known as E-rate. Even after award of contract(s) and/or E-rate funding
approval is obtained, the District may or may not proceed with the project, in whole or in part.
Execution of the project, in whole or in part, is solely at the discretion of the District.
2)SERVICE PROVIDER REQUIREMENTS
The District expects Service Providers to make themselves thoroughly familiar with any rules or
regulations regarding the E-rate program.
a.Service Providers are required to be in full compliance with all current requirements and
future requirements issued by the SLD throughout the contractual period of any
contract entered into as a result of this RFP.
b.Service Providers are responsible for providing a valid SPIN (Service Provider
Identification Number). More information about obtaining a SPIN may be found at this
website: https://www.usac.org/e-rate/service-providers/step-1-obtain-a-spin/
c.Service Providers are responsible for providing a valid Federal Communications
Commission (FCC) Registration Number (FRN) at the time the bid is submitted. More
information about obtaining an FRN may be found at this website:
https://fjallfoss.fcc.gov/coresWeb/publicHome.do
d.Service Providers are responsible for providing evidence of FCC Green Light Status at the
time the bid is submitted. Any potential bidder found to be in Red Light Status must
provide an explanation of the steps it is undertaking to be removed to Red Light Status
and the expected timeframe for resolution. A Service Provider's sustained Red Light
Status may be grounds for contract termination as it could prohibit the Service Provider
from providing E-rate discounts in a timely manner which would cause harm to the
Applicant. More information about FCC Red and Green Light Status may be found at
this website: http://www.fcc.gov/debt_collection/welcome.html
e.Products and services must be delivered before billing can commence. At no time may
the Service Provider invoice before July 1, 2022.
RFP # 21-IT-12-WAN 12/17/2021 | 18
f. Prices must be held firm for the duration of the associated E-rate Funding Year(s) or
until all work associated with the project is complete (including any contract and USAC
approved extensions).
g. Goods and services provided shall be clearly designated as “E-rate Eligible”. Non-eligible
goods and services shall be clearly called out as 100% non-eligible or shall be “cost
allocated” to show the percentage of eligible costs per SLD guidelines.
h. Within one (1) week of award, the awarded Service Provider must provide the District
a bill of materials using a completed USAC “Item 21 Template”. Subsequent schedules
of values and invoices for each site must match Item 21 Attachment or subsequent
service substitutions. A summary sheet must also be provided to provide the
cumulative amount for all sites.
i. In the event of questions during an E-rate pre-commitment review, post-commitment
review and/or audit inquiry, the awarded Service Provider is expected to reply within 3
days to questions associated with its proposal.
j. The awarded Service Provider is required to send copies of all forms and invoices to the
District prior to invoicing USAC for pre-approval. Failure to comply with this requirement
may result in the District placing the vendor on an “Invoice Check” with the USAC
https://www.usac.org/e-rate/applicant-process/invoicing/invoice-check/
k. Services providers must comply with the FCC rules for Lowest Corresponding Price
("LCP"). Further details on LCP may be obtained at USAC's
website: https://www.usac.org/e-rate/service-providers/step-2-responding-to-
bids/lowest-corresponding-price/
3) SERVICE PROVIDER ACKNOWLEDGEMENTS
a. The Service Provider acknowledges that no change in the products and/or services
specified in this document will be allowed without prior written approval from the
district and a USAC service substitution approval with the exception of a Global Service
Substitutions.
b. The Service Provider acknowledges that all pricing and technology infrastructure
information in its bid shall be considered as public and non-confidential pursuant to
§54.504 (2)(i)(ii).
c. The Service Provider acknowledges that its offer is considered to be the lowest
corresponding price pursuant to § 54.511(b). Further details on LCP may be obtained at
USAC's website: https://www.usac.org/e-rate/service-providers/step-2-responding-to-
bids/lowest-corresponding-price/. Should it not be the lowest corresponding price, the
service provider must disclose the conditions leading to the applicant being charged in
excess of lowest corresponding price.
d. BIDDERS are required to comply with the FCC’s Lowest Corresponding Price (“LCP”)
Requirement for all equipment and Services. BIDDER acknowledges that BIDDER is
solely responsible to comply with LCP requirements. To the extent that USAC finds an
LCP violation and reduces the E-rate Funding, BIDDER agrees that it will not hold the
RFP # 21-IT-12-WAN 12/17/2021 | 19
DISTRICT liable for any shortfall in E-rate funding and will be responsible for any ensuing
appeals, COMADS and/or RIDFS.
e.The Service Provider attests that its offer does not violate the FCC’s Supply Chain
certifications included in the FCC Form 473. Supply Chain requirements and
certifications can be viewed at USAC’s Website: https://www.usac.org/about/reports-
orders/supply-chain/.
f.This offer is in full compliance with USAC’s Free Services Advisory
https://www.usac.org/e-rate/applicant-process/competitive-bidding/free-services-
advisory/. There are no free services offered that would predicate an artificial discount
and preclude the applicant from paying its proportionate non-discounted share of costs.
The service provider agrees to provide substantiating documentation to support this
assertion should the applicant, USAC, or the FCC request it.
4)STARTING SERVICES/ADVANCE INSTALLATION – Category 1 Services
The annual E-rate Funding Year begins on July 1 and expires on June 30 of each calendar year.
Regardless of the contract “effective date”, E-rate eligible goods and/or services requested in this RFP
shall be delivered no earlier than the start of the 2022 funding year (July 1, 2022). If Category 1 services
(Telecommunication Services and Internet access) will begin on or shortly after July 1 of a funding year,
the service provider, in some cases, may need to undertake some construction and installation work
prior to the beginning of that funding year. Within the limitations indicated below, the infrastructure
costs of a service provider can be deemed to be delivered at the same time that the associated Category
1 services begin. That is, if services begin on July 1, then the delivery of service provider infrastructure
necessary for those services can be considered as also delivered on July 1. However, NO INVOICING can
take place prior to July 1 of the associated Funding Year.
EARLY FUNDING CONDITIONS
Category 1
There are four conditions that must be met in order for USAC to provide support in a funding year for
Category 1 infrastructure costs incurred prior to that funding year.
Initiation of installation cannot take place before selection of the service provider pursuant to a
posted Form 470 and in any event no earlier than six months prior to July 1 of the funding year.
The Category 1 service must depend on the installation of the infrastructure.
The underlying Category 1 service cannot have a service start date prior to July 1 of the funding
year.
No invoices can be submitted to USAC for reimbursement prior to July 1 of the funding year.
For more information, please refer to the FCC Order involving the Nassau County Board of Cooperative
Educational Services (DA 02-3365 , released December 6, 2002). This FCC decision only applies to
Priority 1 services (telecommunications services and Internet access).
The complete text can be found at the following URL:
RFP # 21-IT-12-WAN 12/17/2021 | 20
https://www.usac.org/e-rate/applicant-process/starting-services/advance-installation/
Category 2
There is one condition that allows USAC to provide support in a funding year for Category 2 installation
costs incurred prior to that funding year.
We also amend our rules for category two non‐recurring services to permit applicants to seek
support for category two eligible services purchased on or after April 1, three months prior to the
start of funding year on July 1. This will provide schools with the flexibility to purchase equipment
in preparation for the summer recess and provide the maximum amount of time during the
summer to install these critical networks.
For more information, please refer to the FCC Report and Order and Further Notice of Proposed
Rulemaking (FCC 14-99 , released July 23, 2014). This FCC decision only applies to Category 2 services
(Internal Connections).
However, NO INVOICING can take place prior to July 1 of the funding year.
5)INVOICING
a.The Service Provider agrees to bill and receive a portion of the payment for the
provisions of goods and services described herein directly from USAC via the Form 474
Service Provider Invoice (SPI). The District will only be responsible for paying its non-
discounted share of costs and does not intend to use the BEAR process (Form 472). The
maximum percentage the District will be liable for is the pre-discount amount minus the
funded amount as shown on the FCC Form 471 Block 5 and any identified ineligible
costs. Upon the successful receipt or posting of a Funding Commitment Decision Letter
from the SLD and submission, certification and USAC approval of Form 486, the District
shall pay only the discounted amount beginning with the billing cycle immediately
following said approval. Alternatively, should the District decide that it is in the best
interest of the District to file a Form 472, the District will inform the Service Provider of
its intent.
b.All Service Provider invoicing to USAC must be completed within 120 days from the last
day of service. Should the Service Provider fail to invoice USAC in a timely manner, the
District will only be responsible for paying its non-discounted share.
6)FCC/SLD AUDITABILITY
The E-rate program requires that all records be retained for at least ten (10) years from the last date of
service provided on a particular funding request. Respondent hereby agrees to retain all books, records,
and other documents relative to any Agreement resulting from this RFP for ten (10) years after final
payment. The District, its authorized agents, and/or auditors reserves the right to perform or have
performed an audit of the records of the Respondent and therefore shall have full access to and the
right to examine any of said materials within a reasonable period of time during said period.
6050167 Rev. Feb 2020
SAMPLE
EXHIBIT “C”: FIBER LICENSE AGREEMENT INVESTIGATION REQUEST FORM
REQUEST SUBMITTED BY: FIELD INVESTIGATION CONTACT:
Name: Name:
Title: Title:
Company: Company:
Street Address: Street Address:
City, State, Zip: City, State, Zip:
Telephone Number: Cell Phone:
Fax Number: Fax Number:
Email Address: Email Address:
Today’s Date: ____/____/____
Project Description:
Example:
1. 4 fibers from 123 Alma to PAIX
2. Miscellaneous investigation (Attach drawing if applicable)
1.
2.
Desired completion date: __/____/__
NOTE: Please budget 6-8 weeks from installation payment (not this investigation payment) to
completion.
FIBER LICENSE AGREEMENT INVESTIGATION REQUEST CONDITIONS:
I am submitting this advance engineering request with the full understanding of the following conditions:
1. The advance engineering fee is a non-refundable fee required to cover the cost of preparing a detailed
estimate.
2. The detailed proposal will establish an interconnection fee that must be paid in full prior to the start of
construction.
3. The advance engineering fee will be credited against the interconnection fee.
Please Note: You will be invoiced for $650 or by estimate for special conditions, per Utilities Rate Schedule
EDF-2. Please do not remit until you receive an invoice.
6050167 Rev. Feb 2020
Signature: ____________________________________ Date:___/______/____
Please see following page for contact information.
SAMPLE
Please submit the completed form with authorized signature and direct questions to:
City of Palo Alto Utilities
250 Hamilton Avenue
Palo Alto, CA 94301
Phone: (650) 329-2494
Fax: (650) 326-4941
Email: Raveen.Maan@cityofpaloalto.org
Note that all inquiries of a legal nature must be directed to:
Office of the City Attorney
8th Floor City Hall
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, CA 94303
Attention: Assistant City Attorney
6050167 Rev. Feb 2020
EXHIBIT "D": INSURANCE REQUIREMENTS
1. During the Term hereof, the CUSTOMER, at its sole cost and expense, shall obtain and maintain or cause to be obtained and maintained the following policies of insurance in
the amounts specified herein:
a. Business Interruption insurance policy in amounts deemed reasonable and acceptable
to the CITY's Risk Manager; and
b. Commercial general liability insurance policy with a minimum limit of not less than
one million dollars ($1,000,000) per occurrence (combined single limit) for bodily injury and property damage, and not less than one million dollars ($1,000,000)
aggregate, for each personal injury liability, products-completed operations,
premises operations, blanket contractual, and owners' and Contractors' protective,
and each accident;
c. Workers' Compensation and Employers' Liability insurance policy providing
statutory coverage (Coverage A and Coverage B) written in accordance with the Laws
of the State of California, providing coverage for all employees of the CUSTOMER,
and requiring an "ALL STATES" endorsement if the CUSTOMER is domiciled
outside the State of California and the policy is written outside the State of California.
d. The CUSTOMER shall furnish the CITY with a certificate showing proof of such
coverage, and naming the CITY as the certificate holder.
2. The CUSTOMER shall file the required original certificate(s) of insurance with the
CITY's Manager of Credit and Collections and Meter Reading, subject to the CITY's prior
approval, which shall clearly state:
a. Policy number; name of insurance company; name, address and telephone number of
the agent or authorized representative; name, address and telephone number of
insured; project name and address; policy expiration date; and specific coverage
amounts;
b. If the policy is canceled before its expiration date for any reason other than the
non-payment of premium, the CUSTOMER shall ensure that the insurance company
provides CITY at least thirty (30) days written notice before the effective date of
insurance cancellation; and
3. The certificate(s) of insurance and notices shall be mailed prior to the establishment of fiber
optic service, to City of Palo Alto, Department of Utilities, Palo Alto, CA 94301, Attn:
Manager of Credit and Collections and Meter Reading, Ground Floor.
4. These insurance requirements shall be subject to the review, annually performed, by the
CITY's Risk Manager. If the CITY's Risk Manager requires any change in coverage, notice
thereof shall be given to the CUSTOMER, in writing, and the CUSTOMER shall comply
with such notice within thirty (30) Days of receipt thereof.
5. Prior to the execution hereof, any deductibles or self-insured retentions must be stated on
the certificate(s) of insurance, which shall be sent to and approved by the CITY, acting
by and through its Risk Manager.
6050167 Rev. Feb 2020
EXHIBIT “E”: FIBER LICENSE AGREEMENT INFORMATION REQUEST FORM
1. Official business name
2. Is Company certified as a Competitive Local Exchange Carrier (CLEC)?
No
Yes
[If yes, does the Company intent to offer CLEC services over the Licensed Fiber optic lines
of the CITY?]
Yes No
3. Check this box if you intend to offer commercial video services.
Yes No
If commercial video services are to be offered, the applicant must consult with the Cable Franchise
Manager, Administrative Services Department, (650) 329-2208 to discuss obtaining a franchise with the
City of Palo Alto.
4. Attach copy of Articles of Incorporation or Fictitious Business Name Certificate, or Limited
Liability Partnership Certificate of Registration, if applicable.
5. Attach Insurance certificate in the amounts specified in Exhibit D with the City of Palo Alto named
as an additional insured.
6. Address(es) to which notices should be sent:
MAIN NOTICE: COPY TO (optional):
Company
Company
Street Address
Street Address
Attention (Name and Title of CEO, CFO or COO)
Attention (Name and Title)
Phone Number (with area code)
Phone Number (with area code)
Mobile Number (with area code)
Mobile Number (with area code)
Email address Email address
Palo Alto Unified School District
x
x
Palo Alto Unified School District
25 Churchill Avenue
Palo Alto, CA 94306
Derek Moore, Chief Technology Officer
650-329-3775
dmoore@pausd.org
6050167 Rev. Feb 2020
EXHIBIT “F”: ACKNOWLEDGEMENT OF RECEIPT OF CITY OF PALO ALTO
UTILITIES RULES AND REGULATIONS
The City of Palo Alto Utilities Rules and Regulations, and any amendments thereto, are approved
and adopted by resolution of the Palo Alto City Council. Copies are available to the public at the
Utilities Customer Service Center, Ground Floor, 250 Hamilton Avenue, Palo Alto, CA 94301.
In addition, the Rules and Regulations are available online via the City of Palo Alto website at
https://www.cityofpaloalto.org/Departments/Utilities/Utilities-Services-Safety/Utility-Rules-and-
Regulations
By signing, I hereby acknowledge receipt of a copy of the City of Palo Alto Utilities Rules and
Regulations, effective date _________________.
_______________________________________________
Signature of CEO, CFO or COO
Company:
Street Address:
Attention (Name and Title of CEO, CFO or COO)
Phone Number (with area code):
Fax Number (with area code):
Palo Alto Unified School District
25 Churchill Avenue
Palo Alto, CA 94306
Derek Moore, CTO
650-329-3775
Attachment B