HomeMy WebLinkAboutAddendum - 7C3 Project Agreement 80
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Consortium Project Agreement 80
University of Washington
Att: Noah Pitzer
4515 15th Ave NE
Seattle, WA 98015
Community Connectivity
Consortium (C3)
% Bellevue IT Department
450 110th Ave NE
Bellevue, WA 98004
City of Kirkland
Att: Donna Gaw
123 5th Ave
Kirkland, WA 98033
ValleyCom
Att: Lora Ueland
27519 108th Ave SE
Kent, WA 98030
NORCOM
Att: Nathan Way
P.O. Box 50911
Bellevue, WA 98015-0911
City of Renton
Att: Young Yoon
1055 S. Grady Way
Renton, WA 98057
City of Kent
Att: Mike Carrington
220 4th Ave S.
Kent, WA 98032
City of Federal Way
Att: Thomas Fichtner
33325 8th Ave South
Federal Way, WA 98003
King County
Information Technology
Department
Att: Bob Potts
Chinook Building
401 5th Ave Ste 700
Seattle, WA 98104
City of Auburn
Att: David Travis
25 W Main Street
Auburn, WA 98001
Renton School District
Att: Jay Gray
300 SW 7th Street
Renton, WA 98057
Project Agreement 80 Synopsis
This project agreement retires C3 1 GE services, uplifts existing 1 GE services to 10 GE, adds
10 GE services for “Project Eligible” C3 members who have opted in to this Project Agreement.
CAG-11-176, Adden #7-22
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Contents
Consortium Project Agreement 80 1
Project Agreement 80 Synopsis 1
I. Project Description Summary 4
A. Project Number 4
B. Project Name 4
C. Project Description 4
D. Lead Agency/Project Manager 5
E. Participating Agencies 5
F. Agreement Term 5
II. Project Detail 5
A. Scope of Work 5
B. Responsibilities of Lead Agency and Project Manager 6
1. Lead Agency 6
2. Project Manager 6
Responsibilities of Project Participants 7
Payment and Contributions by Project Participants 7
III. 10 GE Service Terms 8
IV. Project Schedule 8
V. Miscellaneous 8
A. Modifications or Amendments 8
B. Counterparts 9
C. Authority 9
VI. INDEMNIFICATION AND LIMITATION OF LIABILITY 10
A. LIMITATION OF LIABILITY AND INDEMNITY—LEAD AGENCY 10
B. LIMITATION OF LIABILITY AND INDEMNITY—FACILITY OWNERS Error! Bookmark
not defined.
C. LIMITATION OF LIABILITY AND INDEMNITY—PARTICIPATING AGENCIES Error!
Bookmark not defined.
VII. ADDITIONAL TERMS AND CONDITIONS 11
A. LAWS, LICENSES, AND PERMITS 11
B. PERFORMANCE 11
C. SUBJECT TO LAWS 12
D. FORCE MAJEURE 12
E. NO WAIVER 12
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F. SEVERABILITY 13
G. RIGHTS CUMULATIVE 13
H. CONTRACTUAL RELATIONSHIP 13
I. HEADINGS 13
J. APPLICABLE LAW AND VENUE 14
K. BINDING EFFECTS 14
L. ASSIGNMENT 14
M. NOTICES 14
N. MODIFICATION OR AMENDMENT 14
VIII. Approvals 14
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I. Project Description Summary
A. Project Number
80
B. Project Name
1GE to 10GE Upgrade Project
C. Project Description
This project (80) is dependent on Project Agreement 70. Except for the specifics
related to the design, delivery, protection, costs, invoices, and payments of the
point-to-point Ethernet services proposed herein – which differs from the design,
delivery, protection, costs, invoices, and payments of the Ethernet Services
noted in Project Agreement 70, Project Agreement Number 70 shall govern and
take precedence.
The named participants in this Project Agreement (80) are signatories to Project
Agreement 70.
Under the auspices of Project Agreement 70 (PA 70),
i) UW operates the C3 optical transport infrastructure around Lake Washington
and
ii) Per Project Agreement 70 section IV. B “Optional services will be made
available by C3-to-C3 members
Hardware supporting 1 GE services on the C3 Ring is reaching end-of-life, and
end-of-support. This project will replace 1 GE hardware that supports 1 GE
services with 10 GE hardware and upgrade existing 1GE services to 10 GE
services. C3 members who are currently eligible for 1 GE services were offered
the opportunity to receive a new 10 GE service under the “Project Eligible” rate
provided they submitted their request to receive the 10 GE service before the
end of August 2022.
C3 Members with 1GE services who will be upgraded to 10 GE services are:
City of Kirkland
City of Renton
NORCOM
University of Washington
Valley Communications Center
Project Eligible C3 members who have requested 10 GE services are:
City of Federal Way
City of Kent
City of Auburn
King County
Renton School District
Project Eligible C3 members who have requested 10 GE services have until
December 31, 2023 to activate and begin using the service. Any 10GE that is
not actively in service by that date will be considered to be disconnected.
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C3 Members who have existing 10 GE services will no longer be bound by the
three-year service rates agreed to in these project agreements:
PA 74 Valley Communications Center
PA 75 NORCOM
PA 76 City of Kent
D. Lead Agency/Project Manager
University of Washington/University of Washington
E. Participating Agencies
City of Kirkland
City of Renton
NORCOM
University of Washington
Valley Communications Center
City of Federal Way
City of Kent
City of Auburn
King County
Renton School District
F. Agreement Term
The initial term of Project Agreement 80 will be through the end of the “Initial
Optical System Equipment term” as defined in Project Agreement 70, 6/22/2016
– 6/21/2023; services will renew automatically on three-year terms going forward
except that no term will extend beyond the termination of Project Agreement 70.
Prior to the end of a given term for Project Agreement 80 either party may
provide 180 days advance written notice of termination for convenience.
The agreement term commences on the date when all signatories have executed
this Project Agreement.
II. Project Detail
A. Scope of Work
1. The University of Washington, working with the project participants will
manage the acquisition, installation and provisioning of ten 10 GE services for
the C3 Ring and decommission 1GE services and supporting hardware
2. Project participants will work with the University of Washington to enable their
10 GE services and to test and verify that the service is operational.
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3. Planned Project Cost:
Project Element 1GE to 10GE Upgrade
(Five Services)
Project Eligible Additions
(Five 10GE Services)
Total
Hardware $48,526.41 $57,486.51 $106,012.92
Annual Vendor Maintenance $1,986.27 $1,650.46 $3,636.73
Installation Labor $13,343.01 $13,343.01 $26,686.02
Total $63,855.69 $72,479.98 $136,335.67
10% Contingency $13,633.57
Project Total $149,969.24
B. Responsibilities of Lead Agency and Project Manager
1. Lead Agency
a) The UW will procure all required hardware to support the services
on the C3 ring.
b) The UW will prepare a Bill of Materials (BOM) and will order,
install and provision the 10GE services and supporting hardware.
UW’s responsibilities are limited to the delivery of 10GE service
between the C3 equipment at each of the two Node Sites; the
10GE service will be presented to the demarks on the C3
infrastructure at each Node Site. UW will provide on-going
operations support for the 10GE service.
c) The UW will turn down 1GE services and decommission
supporting hardware
d) The UW will maintain inventory of and reserve 10GE optics paid
for by members but are out of active use due to service
disconnects
e) UW will invoice C3 for all hardware and labor costs associated
with this Project Agreement 80
2. Project Manager
a) The project manager is the point of contact for all project-related
activities associated with the delivery of the 10 GE service
handoffs to subscribers. UW will be responsible for providing the
LOA/CFA for connecting to the 10GE interface on the C3 node.
b) Develop and communicate project plan and schedule
c) Provide monthly updates on the project status
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C. Responsibilities of Project Participants
1. Identify the endpoints for the 10GE services
2. Each subscriber will work with the UW following installation and
provisioning to test and accept the C3 10GE service. The subscriber will
provide final acceptance on the C3 10GE service installation’s
completion, such acceptance not to be unreasonably withheld. Such
acceptance will not be contingent on infrastructure or configurations
outside of the C3 10GE service; Each subscriber is responsible for any
infrastructure or configurations outside of the C3 infrastructure required to
use the C3 10GE service.
3. Project Eligible 10GE services must be put into service by the member by
December 31 2023. Any 10GE that is not actively in service by that date
will be considered to be disconnected.
D. Payment and Contributions by Project Participants
1. Project Eligible members who have committed to activating a Project
Eligible 10 GE Service agree to activate their new 10 GE service no later
than December 31, 2023. Project Eligible members will be billed
$2,668.60 for their 10GE service as part of their 2023 membership fees.
2. Project Eligible members who do not currently have an active 1GE
service have requested to receive 10 GE services at the “Project Eligible”
rate:
a) City of Kent
b) City of Federal Way
c) King County
d) City of Auburn
d) Renton School District
3. C3 will be responsible to pay for the annual vendor maintenance costs for
the hardware.
4. C3 will charge a $150.00/Year Admin Process Fee for each member’s 10
GE service. This fee will be billed annually as part of the member’s annual
membership fees.
5. C3 will pay UW for all hardware and labor costs associated with this
Project Agreement 80.
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III. 10 GE Service Terms
A. Number of Subscribed Services
1. A C3 member may activate up to two (2) 10 GE services.
2. A C3 member desiring to activate more than two 10 GE services must seek C3
Operations Committee recommendation and C3 Board Approval.
B. Termination or Suspension of Service
1. A service subscriber may terminate their service after one year of activation.
2. Upon notification of termination of service, the UW will cease to monitor the
circuit. If the subscriber does not re-activate with one year of termination, the
UW will disconnect the hardware from service and store it for future deployment
of C3 services.
3. There is no labor fee for termination or suspension of service.
4. Hardware purchased by any participant will be reserved by University of
Washington and held to support a future 10GE service for that member or their
appointee.
IV. Project Schedule
Minor changes to the project schedule are permitted without formal written approval by
project participants.
Task Begin End Responsible
Hardware
Procurement
Oct 15, 2022 Mar 31, 2023 UW
Implement
Hardware
Mar 31, 2023 Apr 30, 2023 UW
Cutover Services May 1, 2023 Dec 31, 2023 UW/Subscribers
V. Miscellaneous
A. Modifications or Amendments
No modification to or amendment of the provisions of this Agreement shall be
effective unless in writing and signed by authorized representatives of the parties
to this Agreement. The parties expressly reserve the right to modify this
Agreement, from time to time, by mutual agreement as called for in the Project
Agreement Template Policy.
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Minor changes to the project schedule are permitted without formal written
approval by project participants.
B. Counterparts
This Agreement may be executed in counterparts, each of which so executed will
be deemed to be an original and such counterpart together will constitute on and
the same agreement.
C. Authority
Each party hereby represents and warrants to the other parties that it has the
right, powers, and authority to enter into this Agreement and to fully perform all of
its obligations hereunder.
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VI. Apportionment of Liability
A. Liability
1. Except as otherwise provided in this Agreement, each party shall defend,
indemnify, and hold harmless the other parties, including their officers, officials,
employees, agents, and regents, from and against any claim alleging harm,
damage, injury, or loss to any person or property to the extent such claim arises
out of or results from its own, or its employees’ or agents’ negligent acts or
omissions, whether during construction or after completion of the project.
2. If a party uses contractors or subcontractors for work pursuant to this
Agreement, then either (a) the party agrees that its obligations in Section VI.A
above will include responsibility for claims arising from the performance of such
contractors and subcontractors, or (b) the party will include in its contract with
any such contractor or subcontractor a provision requiring the contractor or
subcontractor to defend, indemnify, and hold harmless the other parties,
including their officers, officials, employees, agents, and regents from and
against any claim arising from the contractor’s or subcontractor’s performance.
3. No Party shall be liable to any other party or their users for incidental,
special, or consequential damages alleged to have arisen due to an interruption
of service or damage to any fiber optic cable or associated equipment.
4. The indemnity in Section VII.A above is specifically and expressly
intended to constitute a waiver of each party’s immunity under the Washington
Industrial Insurance Act, RCW Title 51,(a) only between and with regard to the
parties, (b) only for work done by a party, and (c) only to the extent necessary to
provide the indemnified party or parties with a full and complete indemnity of
claims made by the indemnitor’s employees. The parties acknowledge that these
provisions were specifically negotiated and agreed upon by them.
B. Worker Insurance
Each party to this Agreement shall ensure that it and all persons performing work on its behalf,
including without limitation project suppliers and subcontractors, maintain in effect at all times
during the Work, coverage or insurance in accordance with the applicable laws relating to
worker’s compensation and employer’s liability insurance (including, but not limited to, the
Washington Industrial Insurance Act and the laws of the state in which any such person was
hired), regardless of whether such coverage or insurance is mandatory or merely elective under
the law. Each party shall furnish such assurance and evidence of such coverage or insurance
(such as copies of insurance policies and Certificates of Compliance issued by the Washington
State Department of Labor and Industries) as Participating Agencies may request.
C. General Liability Insurance.
Each party to this Agreement shall maintain in full force and effect throughout the term of this
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Agreement, a minimum of Two Million Dollars ($2,000,000) liability insurance for property
damage and bodily injury, and shall cause its agents, contractors, and subcontractors to
maintain the same with regard to work under this Agreement. In satisfying the insurance
requirements set forth in this section, a party may self-insure against such risks in such amounts
as are reasonable for a municipality or agency of its size or shall obtain a coverage agreement
through a Risk Pool authorized by Chapter 48.62 RCW which shall provide liability coverage to
the party for the liabilities contractually assumed by the party in this Agreement. At the time of
execution of this Agreement, and prior to commencement of performance of any of the Work,
each party shall furnish, upon request, a Certificates of Insurance as evidence that policies
providing insurance (or self-insurance) with such provisions, coverages and limits are in full
force and effect.
D. Notification
If any claim arises to which the indemnification provision in Section VI.A above may be
applicable, a party shall immediately upon learning of such claim, notify the other parties. In no
event shall a party have the right to pay, settle, or otherwise compromise such claim in a
manner that would require contribution by any other parties, without the prior written consent of
the other affected parties, who shall not unreasonably withhold such consent.
VII. ADDITIONAL TERMS AND CONDITIONS
A. LAWS, LICENSES, AND PERMITS
1. General Requirement
All Work done under this Agreement or any Project Agreement shall comply with all applicable
federal, state, and local laws, and all rules, regulations, orders, and directives of the
administrative agencies and officers thereof.
2. Licenses, Permits and Similar Authorizations
The Participating Agencies shall have and maintain in effect at all times all necessary
franchises, licenses, permits, consents and easements from federal, state and local authorities
and the owners of rights-of-way and private property. The Participating Agencies will comply
with all requirements thereof to install, construct, maintain, operate and remove any fiber optic
installation(s).
B. PERFORMANCE
Each Participating Agency will perform all of its obligations under this Agreement or any Project
Agreement in a reasonable and timely manner. The standard for such performance will be the
normal industry standard in the relevant market. Where any Participating Agency's approval,
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satisfaction, authorization, or similar approbation is required, such approval, satisfaction,
authorization, or similar approbation will be forthcoming in a timely manner and will not be
unreasonably withheld.
C. SUBJECT TO LAWS
This Agreement and any Project Agreements are subject to all applicable federal, state, and
local laws, and regulations, rulings and orders of governmental agencies. Any Participating
Agency may terminate its obligations under this Agreement or any Project Agreement if ordered
to do so by the final order or filing of a court or other governmental agency or if such order or
ruling would make it impossible for any Participating Agency to carry out its obligations. In
addition, if at any time during the term of this Agreement or any Project Agreement, the action of
a governmental agency requires modification of any terms and conditions in order to meet legal
requirements, or renders performance by any Participating Agency unreasonable, the
Participating Agencies will enter into negotiations to achieve an equitable adjustment and
accounting of any increased costs or liabilities incurred by any Participating Agency as a result
of such required modification. The preceding section shall not apply to a court order
determining that the Participating Agencies' use violates a private easement.
The Participating Agencies, in their capacity as Facility Owners, have no actual knowledge of
any restriction in their agreements with third parties which would prohibit the Participating
Agencies' use of Facilities as contemplated herein. The Participating Agencies recognize that
the Facility Owners have done no special searches or investigations with respect to restrictions
in their agreements with third parties that may affect the use of Facilities as contemplated this
Agreement or by any Project Agreement.
D. FORCE MAJEURE
Any Participating Agency may suspend performance under this Agreement or any Project
Agreement and such non-performance will be excused where performance is rendered
impossible or impracticable for reasons beyond such Participating Agency's reasonable control,
such as, but not limited to, acts of nature, war or warlike operations, civil commotion, riot, labor
dispute including strike, walkout, or lockout, sabotage, or superior governmental regulation or
control. Upon removal or termination of the force majeure event, the Participating Agency
claiming force majeure shall promptly perform the affected obligations in an orderly and
expedited manner or procure a substitute for such obligation. The Participating Agencies shall
use all reasonable efforts to eliminate or minimize any delay caused by a force majeure event.
E. NO WAIVER
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No term or provision hereof shall be deemed waived or consented to, and no breach excused
unless such waiver or consent shall be in writing and signed by the Participating Agency
claimed to have waived or consented.
Failure of any one more Participating Agencies to insist upon strict performance of, or that
Participating Agency's waiver of, any of the terms, conditions, or obligations of a specific Project
Agreement, shall not be a waiver of any other term, condition, covenant or obligation, or of any
subsequent default by breach of the same or other term, condition, covenant or obligation
contained herein by any one or more particular Participating Agencies, nor shall such action or
inaction by any one or more Participating Agencies be constructed as to bind or prejudice any
other Participating Agency .
F. SEVERABILITY
In the event any section, sentence, clause, or phrase of a specific Project Agreement is
adjudicated to be invalid or illegal by a court of last resort and of competent jurisdiction, the
remainder of the specific Project Agreement shall be unaffected by such adjudication and all
other provisions shall remain in full force and effect as though the section, clause, or phrase so
adjudicated to be invalid had not been included herein. The Participating Agencies agree to
then negotiate, in good faith, a replacement section, sentence, clause, or phrase which is legal
and most closely represents the original intent of the Participating Agencies.
G. RIGHTS CUMULATIVE
The rights and remedies of the Participating Agencies provided for under a specific Project
Agreement are in addition to any other rights and remedies provided by law. The failure to
exercise on any occasion any right shall not operate to forfeit such right on another occasion.
The use of one remedy shall not exclude or waive the right to use another.
H. CONTRACTUAL RELATIONSHIP
The Project Agreement do not constitute the Participating Agencies as the agent or legal
representative of a Facility Owner for any purpose whatsoever. The Participating Agencies are
not granted any express or implied right or authority to assume or create any obligation or
responsibility on behalf of or in the name of the Facility Owner or to bind the Facility Owner in
any manner or thing whatsoever.
I. HEADINGS
The titles of sections are for convenience only and do not define or limit the
contents.
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J.APPLICABLE LAW AND VENUE
This Agreement and any Project Agreements among the Participating Agencies shall be
construed and interpreted in accordance with the laws of the State of Washington, and venue of
any action brought hereunder shall be in the Superior Court for King County.
K.BINDING EFFECTS
The provisions, covenants and conditions in any specific Project Agreement apply to bind the
Participating Agencies, their legal heirs, representatives, successors, and assigns.
L.ASSIGNMENT
No Participating Agency or Lead Agency shall assign its rights or assign its duties under this
Agreement or any Project Agreement without the prior written consent of the other Participating
Agencies, which consent shall not be unreasonably withheld.
M.NOTICES
All notices and other materials to be delivered hereunder, shall be in writing and shall be
delivered or mailed to addresses of the Members as maintained by the Consortium’s Fiscal
Agent.
N.MODIFICATION OR AMENDMENT
No modification to or amendment of the provisions of any specific Project Agreement shall be
effective unless in writing and signed by authorized representatives of the Participating
Agencies to this Agreement and the Project Agreement. The Participating Agencies expressly
reserve the right to modify any agreement, from time to time, by mutual agreement.
VIII.Approvals
IN WITNESS WHEREOF, the parties hereto have executed this Project Agreement on
the respective dates indicated below.
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University of Washington
__________________________ ______________
Signature Date
__________________________
Name (Printed)
__________________________
Title (Printed)
10-28-2022
Alissa Mahar
Associate Vice President of Operations
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City of Renton
__________________________ ______________
Signature Date
__________________________
Name (Printed)
__________________________
Title (Printed)
!
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City of Kent
__________________________ ______________
Signature Date
__________________________
Name (Printed)
__________________________
Title (Printed)
01/12/2023
Mike Carrington
IT Director
____________________________________________
Signature
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King County
__________________________ ______________
Signature Date
__________________________
Name (Printed)
__________________________
Title (Printed)
Renton School District
lon:dow ol 20 Jor
Signature Date
Ellen Dovw
Name tok
Cnie cf Teclanolony,ond Shatenic Tacs
Title (Printed)
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