HomeMy WebLinkAboutResolution - 2024-R0336 - Contract 18193, Unite Private Networks, 2Nd Internet Service Citizens Tower - 07/23/2024Resolution No. 2024-R0336
Item No. 6.21
July 23, 2024
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authori/ed and directed to execute
for and on behalf of the City of Lubbock, Contract No. 1819 L� �:nd between the City of
Lubbock and Unite Private Networks, LLC, and related JocIi r. r,t�.. �-c.n- Business Internet
Services connections for Citizens Tower and multiple City locations, per contract 220105
Technology Solutions, Products, and Services between The Interloeal Purchasing System
(TIPS) and Unite Private Networks, LLC. Said Contract is attached hereto and incorporated in
this resolution as if :fully set forth herein and shall be included in the minutes of the City
Council.
Passed by the City Council on July 23, 2024
AItK W. MCBRAYER, M�YOR
ATTEST:
Courtney Paz, City- Secretary
APPROVED AS TO CONTENT:
Brooke Witcher, Assistant City Manager
APP
Mite ell'" rwhity,First Assistant City Attorney
ccdocs II/12ES.Contract-Unite Private Networks, LLC
July 16, 2024
Resolution No. 2024-R0336
CITE' OF LUBBOCK, TX
SERVICE CONTRACT
Contract No. 18193
The underlying agreement through which Unite Private Networks, LLC ("UPN" or "Contractor") leases Lit
Fiber services to the City of Lubbock (thy "City") makes its cooperative purchase is as follows: Contract 220105
Technology Solutions, Products and Services between The Interlocal Purchasing System (TIPS) and UPN executed
on May 25, 2022 and effective through May 31, 2027.
This Service Agreement (this "Agreement") is entered into as of the final signature hereto, ("Effective
Date") by and between Contractor and the City.
RECITALS
WHEREAS, the parties enter into this agreement in accordance with Local Government Code (LOC)
§271.102 (b); and
WHEREAS, Contractor desires to perform as an independent contractor to lease Lit Fiber and related
services ("Services") to the City upon terms and conditions maintained in this Agreement; and
NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and
Contractor agree as follows:
City and Contractor acknowledge the Agreement consists of the following exhibits, which are attached
hereto and incorporated herein by reference, listed in their order of priority in the event of inconsistent or
contradictory provisions:
1. This Agreement
2. Exhibit A — TIPS City of Lubbock Service Quote (Ethernet Internet Access)
3. Exhibit B — Contract 220105 Technology Solutions, Products and Services Summary
4. Exhibit C — Insurance Requirements (the City has a copy of Contractor's certificate of insurance
on file already)
Scope of Work
Contractor shall provide the services that are specified in Exhibit A. The Contractor shall comply with all the
applicable requirements set forth in Exhibit B and C attached hereto.
Article 1 Terms
1.1 Contractor shall use its commercially reasonable efforts to render Services under this Agreement
in a professional and business -like manner and in accordance with the standards and practices
recognized in the industry.
1.2 Contractor shall issue a Service Commencement Letter (as "Service Commencement Letter" is
hereinafter defined) upon installation and delivery of the Lit fiber service contemplated herein (the
"Services"). City shall either accept or reject the Services within five (5) days of Contractor issuing
the associated Service Commencement Letter. If City rejects the Services, City shall provide a
written description reasonably detailing failure. Contractor shall then re -test and issue another
Service Commencement Letter. This process shall continue until the Services are in compliance
with industry standards and the terms and conditions of this Agreement.
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1.3 City shall pay all undisputed charges by check or wire transfer of immediately available funds to
they account designated by Contractor, unless otherwise agreed to by the Parties. All undisputed
chard=cs shall be paid by City within thirty (30) calendar days following receipt of an invoice from
Contractor. Any undisputed portion of an invoice not paid by the applicable due date shall be
overdue and City shall incur a fee of 1.5% per month, or the maximum amount permitted by law,
until the undisputed portions of the invoice are paid in full. Unless otherwise stated in the Service
Order, all MRC be subject to an annual increase equal to the greater of (i) three percent (3%) or (ii)
the cumulative increase in the U.S. Consumer Price Index, All Urban Consumers (CPI-U), U.S.
City Average, published by United States Department of Labor, Bureau of Labor Statistics for the
preceding 12-month period.
1.4 At each endpoint, the Point of Demarcation shall be the minimum point of entry ("MPOE"). The
MPOE is the point at which Contractor's cable enters the building. In the event City requires a
point of demarcation extension, additional costs may apply. City shall be responsible for all cross
connects..
1.5 Contractor shall perform all routine and emergency maintenance on all services. Contractor shall
use its best efforts to perform routine maintenance between the hours of 12:00 AM and 6:00 AM,
local time, to minimize any potential disruptive impact on the continuity or performance level of
the Services. Notwithstanding the preceding, Contractor may perform urgent maintenance at any
time for purposes such as restoration of continuity to a severed or partially-severcc llber optic cable,
restoration of dysfunctional power and ancillary support equipment, or correction of any potential
jeopardy conditions that could affect the Services or Contractor's network.
1.6 City acknowledges and agrees that because the flow of data to or from and through the Internet is
dependent upon the performance of services provided or controlled by third parties, Contractor
cannot guarantee uninterrupted Service for Internet access and use, and Contractor warrants that it
will use commercially reasonable efforts to remedy impairment or disruption of City's access to
the Internet through Contractor's Equipment, provided however, that any such interruption or
impairment is directly attributable to Contractor's Equipment. City also acknowledges and agrees
that the actual transmission speeds for Internet transmissions delivered by Contractor may vary
from the transmission speeds otherwise expected by City based on such factors as the length and
gauge of the line servicing City, and other operational characteristics of facilities used by
Contractor- and/or City. CONTRACTOR DISCLAIMS ALL WARRANTIES, EXCEPT FOR THE
WARRANTY TO USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY
IMPAIn,I NT, EITHER EXPRESSED, IMPLIED, OR BY OPERATION OF LAW,
INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE FOR INTERNET SERVICE.
1.7 In the event that Contractor terminates this Agreement for City Default (as "City Default" is defined
herein) or City terminates this Agreement for any reason other than Contractor Default (as
"Contractor Default" is defined herein) or in accordance with Section 1.14 below ("Early
Termination"), City shall pay an early termination fee to Contractor which shall be equal to (i)
100% of the remaining monthly reciiz-rin; charges plus (ii) any waived or otherwise unpaid NRC
or special construction charges, plus (iii) any fees payable to third parties and attributable to the
terminated services, if any, to the extent �iich fees are not captured by the amounts in subsection (i)
of this section (together, the "Early Termination Liability" or "ETU'). ETL shall be due and
payable within thirty (30) days of the date of an invoice for the same. City acknowledges that ETL
is a reasonable estimate of liquidated damages to be suffered by Contractor as a result of the
tennination and not a penalty.
1.8 If Contractor determines in its reasonable business judgment, or is required by a third party with
applicable legal authority, to relocate all or any portion of the Services or any of the facilities,
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materials, or equipment used to fumish the Services to City, Contractor shall provide City prior
written notice of any such relocation, if possible, and City shall pay its Proportionate Share of the
costs. "Proportionate Share" means a fair reasonable amount determined by Contractor in good
faith.
1.9 Either party shall be in default ("Contractor Default" or "City Default" as applicable) under this
Agreement in the event a party fails to comply with any material obligation, agreement, term, or
provision of this Agreement or the Service Order and such failure continues for more than thirty
(30) days after receipt of written notice from the other party.
1.10 IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, MEMBERS, PARTNERS, TRUSTEES, SERVANTS,
REPRESENTATIVES, AGENTS, AFFILIATES, OR PARENT COMPANIES BE LIABLE FOR
LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED
SAVINGS, LOSS OF DATA, THE COST OF REPLACEMENT SERVICES, OR FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE, PUNITIVE, OR
EXEMPLARY DAMAGES OR LOSSES, WHETHER IN CONTRACT, TORT, OR
OTIIERWISE.
Neither party shall be in default under this Agreement or a Service Order with respect to any failure or
delay in performing its obligations hereunder to the extent that such failure or delay is caused by acts of
nature, God, wars, revolution, civil commotion, acts of public enemy, embargo, acts of government in its
sovereign capacity, labor difficulties, strikes, slowdowns, picketing or boycotts, damage to fiber or
facilities caused by a third party, delays caused by the inaction of utilities, local exchange carriers, cities,
municipalities, or other political subdivisions in granting access to rights of way, poles, or any other
required items or any other circumstances beyond the reasonable control and not involving any fault or
negligence of the delayed party (each, a "Force Majeure Event"). If a Force Majeure Event occurs, the
party affected by such Force Majeure Event shall be excused from performance under the applicable
Service Order on a day-to-day basis during the continuance of such Force Majeure Event.
1.12 The tern of this Agreement shall commence as of Contractor's installation of Services and remain
in effect for thirty-six (36) months (the "Initial Term"). Thereafter, this Agreement shall
automatically renew for successive one (1) year periods (each, a "Renewal Term") unless and until
terminated by either parry upon ninety (90) days' notice to the other party prior to the expiration of
the Initial Tenn or any applicable Renewal Term.
1.13 The City shall not assign any interest in this Agreement and shall not transfer any interest in the
Agreement, whatsoever, without prior consent of the Contractor. Contractor may at any time,
without consent but on written notice to the City, assign its rights and obligations under this
Agreement to (i) any affiliate, or (ii) a person, firm, corporation, partnership, association, trust or
other entity which purchases all or substantially all of its assets whether via merger, sale, stock
purchase, or other similar equity arrangement. Any assignment shall be binding upon and inure to
the benefit of the parties and their respective permitted successors and assigns.
1.14 All funds for payment by the City under this Agreement are subject to the availability of an annual
appropriation for this purpose by the City. In the event of non -appropriation of funds by the City
Council of the City of Lubbock for the goods or services provided under the Agreement, the City
will terminate the Agreement, without termination charge or other liability, on the last day of the
then -current fiscal year or when the appropriation made for the then -current year for the goods or
services covered by this Agreement is spent, whichever event occurs first, subject to the following
conditions: (i) City agrees to request all appropriations from the City Council required to fulfill its
obligations hereunder, and (ii) if sufficient fimds are not appropriated, City shall notify Contractor
before terminating this Agreement to discuss an alternate payment schedule or amendment to this
Agreement. If at any time funds are not appropriated for the continuance of this Agreement and
the foregoing conditions are met, cancellation shall be accepted by the contractor on 30 days prior
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written notice, but failure to give such notice shall be of no effect and the City shall not be obligated
under this Agreement beyond the date of termination.
Article 2 Miscellaneous.
2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in
accordance with the laws of said State, without reference to choice of law provisions.
2.2 This Agreement is performable in, and venue of any action related or pertaining to this
Agreement shall lie in, Lubbock, Texas.
2.3 This Agreement and its Exhibits contains the entire agreement between the City and
Contractor and supersedes any and all previous agreements, written or oral, between the
parties relating to the subject matter hereof. No amendment or modification of the terms
of this Agreement shall be binding upon the parties unless reduced to writing and signed
by both parties.
2.4 This Agreement may be executed in counterparts, each of which shall be deemed an
original.
2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining
provisions of this Agreement shall not be affected thereby.
2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of
any parties otherwise to insist upon strict perfonnance of any provision hereof shall not
constitute a waiver of any subsequent breach or of any subsequent failure to perform.
2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their
respective heirs, representatives and successors and may be assigned by Contractor or the
City to any successor only on the written approval of the other party.
2.8 All claims, disputes, and other matters in question between the Parties arising out of or
relating to this Agreement or the breach thereof, shall be formally discussed and negotiated
between the Parties for resolution. In the event that the Parties are unable to resolve the
claims, disputes, or other matters in question within 30 days of written notification from
the aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all
remedies available at law or in equity.
2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized
audit representative of the City, at its expense and upon ninety (90) days' prior written
notice to Contractor, reserves the right to audit Contractor's records and books relevant to
all services provided to the City under this Contract. In the event such an audit by the City
reveals any errors (including underpayment or overpayments by the City), the parties shall
remedy such errors within 30 days of such audit findings.
2.10 Each party reserves the right to exercise any right or remedy to it by law, contract, equity,
or otherwise, including without limitation, the right to seek any and all forms of relief in a
court of competent jurisdiction. Further, neither party shall be subject to any arbitration
process prior to exercising its unrestricted right to seek judicial remedy. The remedies set
forth herein are cumulative and not exclusive, and may be exercised concurrently. To the
extent of any conflict between this provision and another provision in, or related to, this
do.
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association; and will not discriminate during the term of the contract against a firearm
entity or firearm trade association.
2.17 Contractor represents and warrants that: (1) it does not, and will not for the duration of the
contract, boycott energy companies or (2) the verification required by Section 2274.002 of
the Texas Government Code does not apply to the contract. If Contractor is a company
with 10 or more full-time employees and if this Agreement has a value of at least $100,000
or more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it
does not boycott energy companies; and will not boycott energy companies during the term
of the Agreement. This verification is not required for an agreement where a governmental
entity determines that these requirements are inconsistent with the governmental entity's
constitutional or statutory duties related to the issuance, incurrence, or management of debt
obligations or the deposit, custody, management, borrowing, or investment of funds.
2.18 Confidentiality. Each party shall retain all information received from or concerning the
other party in strictest confidence and shall not reveal such information to third parties
without prior written consent of the City, unless otherwise required by law.
2.19 Indemnify. To the extent permitted by applicable law, each party shall indemnify and save
harmless the other party and its elected officials, officers, agents, and employees from all
suits, actions, losses, damages, claims, or liability of any kind, character, type, or
description, including without limiting the generality of the foregoing, all expenses of
litigation, court costs, and attorney's fees, for injury or death to any person, or injury to any
property, received or sustained by any person or persons or property, to the extent arising
out of, related to or occasioned by, the negligent acts of the indemnifying party, its agents,
employees, and/or subcontractors, related to the performance, operations or omissions
under this agreement and/or the use or occupation of city owned property. The indemnity
obligation provided herein shall survive the expiration or termination of this agreement.
IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date.
ITY O UB CK
MARK MCBRAYER, �AYOR
ATT ST: XV iz(",
Courtney Paz, City Secretary
CONTRACTOR
BY �/f / )
/'tot (I 71 k-_
Print Name:
Email: legaldept@upnfiber.eom
Address: 120 W 12th St., Fl. 11
Kansas City, MO 64105
PPROVED AS TO CONTENT
Brown, Chie forma '�111.er
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Exhibit A
TIPS City of Lubbock Service Quote
Ethernet Internet Access Unite.
PRIVATE METPYOAJCS
Vendor: Unite Private Networks
TIPS ID:220105
Company: City of Lubbock Company Contact: James Brown UPN Sales Contact:
Company Name City of Lubbock Phone: 806 775-2372 Kathy Roquemore
Address 1314 Ave K Email: jbrown@mylubbock.us Phone: 806-549-9653
City, State ZIP Lubbock, Texas 79401 Email: Kathy.roquemore@upnfiher.com
Quote Valid Until: 9/6/2024 OPP:43417
Bandwidth . Service Description Address Term Cast
MRC
$1,998.00
5 Gbps EhternetInternet Access /30 1314 Ave K,Lubbock, TX 79401 36
NRC/Installation
$0
rEthernet Internet Access (EIA) Service
c
#Lub6ok1E
City Hall
5G
UPN Equipment Guide
lulk.-I "^------! Cisco Switch
■ 100% ABER INFRASTRUCTURE
■ ACCESS RING PROTECTION
• CUSTOM DESIGNED NETWORK
• SYMMETRICAL &SCALABLE BANDWID
■ DEDICATED PROJECT MANAGER
Port Speed = 10 Gbps
Circuit Bandwidth = up to 10Gbps
• Unite.
UPN 1000 MOE
Ring UPN Metro IP Core
• Network
UPNINTERNET
Multihotned ISP
Connection
rIP Tr„s t
Confiouration Reoresented
UPN Providing: 5 Gbps Ethernet Internet Access (EIA)
• CPE: Cisco Switch
CPE Location: UPN Demarc
Demam: Mininwrn Point Of Entry
LOAfCFA: UPN Provides At The UPN Demarc
Hand Off: Single Interface - Single Mode Fiber/ LC Connectors
IP Bloa Provided: ICU
tes: C:uslomerrequesfed changes differing from above Configuration Could result
!, m oddllionat charges. Customer responsible for cross connections when apptkabte.
LEGEND
UPN E,asting Fiber
Intranet Cirwit Path
Customer HandnH
Logical Design:
43417-1 Unite
CLC ..,..............
6162D24
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