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HomeMy WebLinkAboutAddendum - 7C3 Project Agreement 80 Page 1 of 25 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 C3 Project Agreement 80 Page 2 of 25 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 C3 Project Agreement 80 Page 3 of 25 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 C3 Project Agreement 80 Page 4 of 25 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. C3 Project Agreement 80 Page 5 of 25 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. C3 Project Agreement 80 Page 6 of 25 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 C3 Project Agreement 80 Page 7 of 25 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. C3 Project Agreement 80 Page 8 of 25 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. C3 Project Agreement 80 Page 9 of 25 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. C3 Project Agreement 80 Page 10 of 25 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 C3 Project Agreement 80 Page 11 of 25 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, C3 Project Agreement 80 Page 12 of 25 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 C3 Project Agreement 80 Page 13 of 25 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. C3 Project Agreement 80 Page 14 of 25 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. C3 Project Agreement 80 Page 15 of 25 University of Washington __________________________ ______________ Signature Date __________________________ Name (Printed) __________________________ Title (Printed) 10-28-2022 Alissa Mahar Associate Vice President of Operations C3 Project Agreement 80 Page 20 of 25 City of Renton __________________________ ______________ Signature Date __________________________ Name (Printed) __________________________ Title (Printed)         !      C3 Project Agreement 80 Page 21 of 25 City of Kent __________________________ ______________ Signature Date __________________________ Name (Printed) __________________________ Title (Printed) 01/12/2023 Mike Carrington IT Director ____________________________________________ Signature C3 Project Agreement 80 Page 24 of 25 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) C3 Project Agreement 80 Page 25 of 25