AG 22-146 - CITY OF BELLEVUERETURN TO: Terry Smith EXT: 2550 I
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM I
ORIGINATING DEPT./DIV: Information Technology
2. ORIGINATING STAFF PERSON: Thomas Fichtner
EXT: 2547 3. DATE REQ. BY: ASAP
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
I•I GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: C3 Project Agreement 80-10GB Port
6. NAME OF CONTRACTOR: Cityof Bellevue
ADDRESS: C/O Bellevue I.T. Department, 450 1101h Avenue NE, Bellevue, WA 98004 TELEPHONE .(425)452-610s
E-MAIL: CPicardal@bellevuewa.gov FAX:
SIGNATURE NAME: ChelO PlCardal TITLE CTO, City of Bellevue
7. EXHIBITS AND ATTACHMENTS:19 SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: 10/15/2022
COMPLETION DATE: 12/31/2023
9. TOTAL COMPENSATION $ 3,26843 (INCLUDE EXPENSES AND SALES TAX. IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑YES ®NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED C)YES ®NO IF YES, $. PAID BY: ❑ CONTRACTOR CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED
IN PURCHASING: PLEASE CHARGE TO: 502-1100-046-521-10420 for $2,888.60, and 502-1100-046-518-88414 for $150/ year admin fee (2022 & 2023)
10. DOCUMENT/CONTRACT REVIEW INITIAL/ DATE REVIEWED
❑ PROJECT MANAGER
* DIRECTOR TJF 10/17/22
❑ RISK MANAGEMENT (IF APPLICABLE)
0 LAW JRC 10/13/22
11. COUNCILAP PROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: N/A
INITIAL / DATE APPROVED
COUNCIL APPROVAL DATE: N/A
12. CONTRACTSIGNATURE ROUTING
VSENTTO VENDOR/CONTRACTOR DATE SENT: 42�2,DATE REC'D: ! 202 3
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICAT , LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(I1ICIUCIe dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL / DATE SIGNED
❑ LAW DEPARTMENT
O SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG#
COMMENTS:
2/2017
Consortium Proiect Agreement 80
University of Washington
Aft: Noah Pitzer
4515 15th Ave NE
Seattle, WA 98015
ValleyCom
Aft: Lora Ueland
27519 108th Ave SE
Kent, WA 98030
City of Kent
Att: Mike Carrington
220 4th Ave S.
Kent, WA 98032
City of Auburn
Aft: David Travis
25 W Main Street
Auburn, WA 98001
Community Connectivity
Consortium (C3)
% Bellevue IT Department
450 110th Ave NE
Bellevue, WA 98004
NORCOM
Aft: Nathan Way
P.O. Box 50911
Bellevue, WA 98015-0911
City of Federal Way
Aft: Thomas Fichtner
33325 8th Ave South
Federal Way, WA 98003
Renton School District
Aft: Jay Gray
300 SW 71h Street
Renton, WA 98057
APPROVED
FINAL
City of Kirkland
Aft: Donna Gaw
123 5th Ave
Kirkland, WA 98033
City of Renton
Aft: Young Yoon
1055 S. Grady Way
Renton, WA 98057
King County
Information Technology
Department
Aft: Bob Potts
Chinook Building
401 5th Ave Ste 700
Seattle, WA 98104
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.
C3 Project Agreement 80
Page 1 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 OWNERSError! 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
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F. SEVERABILITY
G. RIGHTS CUMULATIVE
H. CONTRACTUAL RELATIONSHIP
I. HEADINGS
J. APPLICABLE LAW AND VENUE
K. BINDING EFFECTS
L. ASSIGNMENT
M. NOTICES
N. MODIFICATION OR AMENDMENT
VIII. Approvals
C3 Project Agreement 80
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13
13
13
13
14
14
14
14
14
14
I. Project Description SummM
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
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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.
ll. 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
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3. Planned Project Cost:
Project Element
1GE to 10GE Upgrade
(Five Services)
Project Eligible Additions
(Five 'IOGE 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
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
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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.
C3 Project Agreement 80
Page 7 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 I Begin End
Hardware I Oct 15, 2022 Mar 31, 2023
Procurement
Implement Mar 31, 2023 Apr 30, 2023
Hardware
Cutover Services ` May 1, 2023 Dec 31, 2023
V. Miscellaneous
A. Modifications or Amendments
Responsible
UW
UW
UW/Subscribers
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 8 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 9 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 VI I.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 10 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 parry 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 11 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 12 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
contents.
The titles of sections are for convenience only and do not define or limit the
C3 Project Agreement 80
Page 13 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 14 of 25
University of Washington
Auffw Mdur 10-28-2022
Signature Date
Alissa Mahar
Name (Printed)
Associate Vice President of Operations
Title (Printed)
C3 Project Agreement 80
Page 15 of 25
Community Connectivity Consortium
Signature Date
rd cij
Name (Printed)
Title (Printed)
C3 Project Agreement 80
Page 16 of 25
City of Kirkland
Nov 14, 2022
Signature Date
Smatha Krishnan
Name ( Printed)
IT Director, City of Kirkland
Title (Prinied)
C3 Project Agreement 80
Page 17 of 25
Valley Communications Center
iv z z z
Signature Date
�,OIe19 (,11- 2- fiwd
Name (Printed)
Title (Printed)
C3 Project Agreement 80
Page 18 of 25
NORCOM
L'),x— /, +y.'Yt al 0 3 Z aZ Z
Signature Date
Name (Printed)
�fC ✓TI✓[f �% i/1FG jiJiC
Title (Printed)
C3 Project Agreement 80
Page 19 of 25
DocuSign Envelope ID: 94284B14-A350-4705-A566-2476DF192DCD
City of Renton
EKppGuSipnM by.
risti Rowiand
Bi 85E2£31 C89498..
12/1/2022 i 10:47 AM PST
Signature Date
Kristi Rowland
Name (Printed)
Deputy CAO
Title (Printed)
C3 Project Agreement 80
Page 20 of 25
City of Kent
Signature
Mike Carrinaton
Name (Printed)
IT Director
Title (Printed)
01 /12/2023
Date
C3 Project Agreement 80
Page 21 of 25
City of Federal Way
10 /3 ZmZ z
Signature Date
--T-6MA6 l / CIkf-YW r"
Name (Printed)
I!, f-� bE�7�
T
Title (Printed)
C3 Project Agreement 80
Page 22 of 25
City of Auburn
Signature Date
14 7-2.,4YI �
Name (Printed)
T I JD, nt:�I$ r
Title (Printed)
C3 Project Agreement 80
Page 23 of 25
DocuSign Envelope ID: 955C7FF7-004F-4A21-8386-6CED7F882B7C
King County
DoeuSigned by:
66G PA
COI 555A6MME&.:
12/8/2022
Signature Date
Bob Potts
Name (Printed)
Regional services Manager
Title (Printed)
C3 Project Agreement 80
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Renton School District
`�.J, �,,, \0 20Zo2y
Signature Date
�OY �
Name (Printed)
Title (Printed)
C3 Project Agreement 80
Page 25 of 25
Consortium Project Agreement 70
Parties:
Provide for a high speed optical network ringing Lake Washington with optical nodes
located at the Westin Building, UW-Bothell campus, Bellevue City Hall, King County
Regional Communications and Emergency Coordination Center, Valley
Communications Center and the King County Data Center at Sabey Campus.
An Addendum to the
Community Connectivity Consortium's
Project Agreement Template Policy
1
Table of Contents
I. Project Summary D
A.
Project Number 70.................................................................................................
3
B.
Project Name
.'
C.
Project Description...............................................................................................
3
D.
Lead Agency/Project Manager ....................................................
3
E.
Participating Agencies......................................................
.
II.
Description of Project..................................................................................:..........
3
A.
Fiber Segments.........................................................................................................
3
B.
Active Electronics................................................................................................
5
C.
Project Specifications and Scope of Work...........................................................
5
III.
Responsibilities............................................................................................ •.........
6
A.
University of Washington....................................................................................
6
B.
Node Site Hosts....................................................................................................
7
C.
City of Bellevue...................................................................................................
8
D.
King County..........................................................................................................
8
E.
Valley Communications Center...........................................................................
8
F.
Fiber Optic Segment Contributors.......................................................................
8
G.
System Changes............................................................................................_........
9
IV.
Project Budget/Payments......................................................................................
10
A.
Budget..........................................................................................................:.....
10
B.
Optional Services Costs.....................................................................................
10
C.
In -Kind Asset Contributions..............................................................................
11
D.
Payments................................................................................................ •...........
11
E.
Completion and Acceptance...............................................................................
12
V. Optical
System Equipment Refreshes......................................................................
12
VI.
Agreement Term.......................................................................................::...........
13
VII.
Apportionment of Liability....................................................................................
13
VIII.
Disclaimer, Third Party Components, and Exclusion of Damages ......................
14
IX.
Project Schedule.....................................................................................................
15
X.
Changes or Addenda to Project Agreement Template Policy ..............:................
15
XI.
Miscellaneous........................................................................................................15
XII.
Approvals................................................................................................................
16
N
L Project Summary
A. Project Number
70
B. Project Name
C3 Optical Network System around Lake Washington
C. Project Description
This Consortium Project Agreement 970 (`Agreement"), consisting of this agreement, its
appendices A-F, attached hereto and incorporated herein, and the Template Policy, is entered
between the Community Connectivity Consortium ("C3"), the University of Washington
("UW"), and contributing project members as noted in Section E below for design,
provisioning, and delivery of a high speed optical network around Lake Washington ('the
System"). The System may only be used for the purpose of supporting public, not -for -profit,
and governmental institutions unless explicitly agreed otherwise in writing by all parties.
This project includes pathway, conduit, fiber and electronics to build and operate a high
speed dense wave division multiplex ("DWDM") optical network around Lake Washington
connecting The Westin, Seattle; UW-Bothell Campus; the City of Bellevue; the King County
Regional Communications and Emergency Coordination Center ("RCECC"), Renton;
Valley Communications Center, Kent; and King County Data Center ("KCDC") at Sabey
Campus. Tukwila.
D. Lead Agency/Project Manager
University of Washington
E. Participating Agencies
City of Auburn
City of Bellevue
City of Federal Way
City of Kent
City of Kirkland
City of Renton
King County
Valley Communications Center
ll. Description of Project
A. Fiber Segments
1. Route Segment Descriptions
• Fiber used in this project shall include existing fiber in 11 segments.
Segment 1 — The Westin, Seattle to UW-Bothell Campus, Bothell.
Segment contributor: UW
Segment 2 — UW-Bothell to City of Kirkland City Hall, Kirkland.
Segment contributor: UW
- Segment 3 — Kirkland City Hall to Bellevue City Hall, Bellevue
Segment contributor: City of Kirkland
- Segment 4 — Bellevue City Hall to King County RCECC, Renton.
Segment contributor: City of Bellevue
- Segment 5 — King County RCECC to Benson Hill Elementary, Renton.
Segment contributor: City of Renton
Segment 6 — Benson Hill Elementary to Comcast Kent Vista Hub, Renton.
Segment Contributor: King County
- Segment 7 — Comcast Kent Vista Hub to Valley Communications Center, Kent.
Segment Contributor: City of Kent
- Segment 8 — Valley Communications Center to City of Auburn data center,
Auburn.
Segment contributor: City of Auburn
- Segment 9 — City of Auburn data center to City of Federal Way data center,
Federal Way.
Segment contributor: King County
- Segment 10 —City of Federal Way data center to KCDC at Sabey Campus,
Tukwila.
Segment Contributor: City of Federal Way
- Segment 11 — KCDC at Sabey Campus to the Westin Building, Seattle.
Segment contributor: UW
• Specific fiber routing is shown on Appendix D to this Agreement. Some splicing
of existing fiber will be required to complete the loop.
2. Points of Demarcation/Node Sites:
• The Westin Building
Node Site Host: UW
Address: Suite 804, 2001 6"' Ave, Seattle, WA
• UW-Bothell Campus, Bothell
Node Site Host: UW
Address: Physical Plant Bldg., 18115 Campus Way NE, Bothell, WA
City of Bellevue City Hall
Node Site Host: City of Bellevue
M
Address: Room MECO1, 450 110"' Ave NE, Bellevue, WA
■ King County RCECC
Node Site Host: King County
Address: Room 142, 3511 NE 2°' St, Renton, WA
• Valley Communications Center
Node Site Host: Valley Communications Center
Address: Room 153, 27519 108 Avenue SE, Kent, WA
• KCDC at Sabey Campus
Node Site Host: King County
Address: KCDC, 3655 S 120"' Place, Bldg. 5, Tukwila, WA
B. Active Electronics
1. Base System Description. The base system hardware includes chassis, system
management hardware and software, amplifiers, and filters. The base system will provide
the following capabilities:
R A DWDM system with 80 wave capacity.
Each wave is capable of supporting Ethernet services ranging in speed from 1 to
100 Gigabit per second ("Gbps"), depending on the equipment purchased.
• 40 waves will be allocated to UW.
• 40 waves will be allocated to C3.
2. Ethernet Services Description. The initial C3 investment includes one Ethernet service
switch at each Node site as follows:
• Sixteen 1 Gigabit Ethernet ("GE") services will be available to C3 members from
any Node Site to any Node Site on the ring.
• Six of the C3 waves will be used for the 16x1GE services.
• Four of the C3 waves will be made available to King County in exchange for
funding of a node site to be installed and operated at the Valley Communications
Center as detailed in the Project Budget Table below, leaving 30 waves available
for C3's future allocation.
All services on the network will be path protected at layer 1 to survive fiber breaks. This
protection is provided by an Optical Path Protection Module, which protects services at the
per -wave level. The services are demarked at the client port on the node. All base system
and optional services will be provisioned with path protection as a standard. There will be
no option to have unprotected services on the backbone.
C. Project Specifications and Scope of Work
This project shall meet all Node Site specifications, as outlined in Appendix A. and shall
follow manufacturer recommendations for equipment installation and operations. Any
deviations from Node Site specifications are clearly documented in Appendix B and shall be
5
remedied by the Node Site Host prior to the Acceptance Date unless deemed an acceptable
risk by the Lead Agency.
lll. Responsibilities
The following responsibilities of the organizations listed below shall exist for the term of this
Agreement as specified in Section V below, and for any subsequent extensions as allowed by this
Agreement:
A. University of Washington
1. Lead Agency. UW shall act as the project manager, system architect, equipment,
operations and maintenance supplier for a high speed optical network ringing Lake
Washington (see Appendix D, Ring Map).
2. Operations/Maintenance. Although jointly funded, all the C3 equipment will be procured,
owned, operated, and maintained exclusively by UW except as described in the remainder
of this Section III). C3 members, including future members, may use the fiber ring in
accordance with the terms of this Agreement. All scheduled maintenance shall be performed
during agreed upon maintenance windows. UW Network Operations Center ("NOC") will
make reasonable efforts to ensure that optical network services are available and monitored
24 hours a day, 7 days a week, with the exception of upgrades, maintenance, and outages. In
the event of a C3 equipment failure, the UW NOC will dispatch UW engineers to the
applicable node site as required at the discretion of the UW NOC. UW NOC shall report,
via web page and email distribution lists, all network outages and network incidents to C3
as they occur. C3 may report any known service outages to UW NOC by calling 206-221-
6000 or sending an email to netops ftw.edu.
3. Maintenance Agreements. UW will maintain all C3 equipment vendor maintenance
agreements, which will require a C3 maintenance commitment for the life of the
equipment.
4. Spares. UW will also maintain spares for all of the base system hardware as identified in
Appendix C.
5. Change Management. UW shall notify C3 of any system changes materially affecting the
C3 service. UW shall use industry standard change management procedures for system
changes as follows:
• Routine - The standard process: 7-10 business days
• Urgent - For change requests that address time -critical and significant network
outages, security threats, or business risks
• Recurring - Lower -risk, lower -impact network changes that occur on a regular,
scheduled basis.
6. Westin and UW Bothell sites. In addition to Node Site responsibilities listed in Section
III.B below, UW will provide rack and cabinet space in the Westin and UW Bothell Node
Sites, as described in Appendix B.
on
B. Node Site Hosts
"Node Site Hosts" means the parties listed in the followine table:
Project Member
Contact
Email
Business
After hours
Hour* Contact
Contact
City of Bellevue
IS Help Desk
425.452.2886
425.452.2886
King County
KC NOC
206.263.7000
206.263.7000
(RCECC and
Sabey Campus)
Valley
Help Desk
253.372.1575
253.372.1575
Communications
Center
University of
NOC
206.221.6000
206.221.6000
Washington
"Business hours shall be considered 7 a.m.-5 p.m. for purposes of this Agreement.
2. Node Site Operations. Each Node Site Host shall be responsible for the operation of the
Node Site facility at the specific locations outlined above, in accordance with the C3 Node
Site Specifications listed in Appendix A. Each Node Site Host shall operate the Node Site
on a 24x7x365 basis. UW NOC is responsible for the 24x7x365 monitoring of the network.
Should an interruption in service occur, UW NOC will initiate immediate restoration and
notification procedures. As required, Node Site Hosts and Fiber Optic Segment Contributors
shall:
a. Respond (Mean time to Respond) acknowledging the service disruption within 30
minutes of initial contact.
b. Arrive on site within 2 hours of initial contact. Reasonable efforts will be made to
commence work immediately and work until complete.
c. Node Site Hosts shall make reasonable efforts to provide hourly updates to the
UW NOC.
d. UW NOC will make reasonable efforts to provide subsequent updates via web
page and email distribution lists to C3 members until the outage is resolved.
Members may use staff, support vendor or in the instance of a fiber break, C3 contracted
firms to resolve the issue.
3. Node Site Maintenance. Each Node Site Host shall be responsible for the maintenance of
its Node Site facility, and shall maintain, for the duration of this Agreement, a parts
replacement and technical support contract as applicable in order to meet Node Site support
requirements as identified in Appendix A. Said contract shall operate 24x7x365. Should a
Node Site facility maintenance issue arise that is not specifically listed, those costs shall be
the responsibility of the Node Site Host. Any Node Site facility maintenance shall be
performed during agreed upon maintenance windows and low traffic periods for public
safety. A schedule for Node Site maintenance activities will be established by the each Node
Site Host, and notifications will be sent to C3 at least 72 hours prior to the scheduled
maintenance.
4. Site/System Security. Node Site host will ensure that site and access security to the
electronics meet the minimum Criminal Justice Information Services ("CJIS") Security
Policy Ver. 5.3 or any subsequent revision thereof.
7
5. Change Management. Node Site hosts shall notify UW NOC and other C3 members of
any system changes materially affecting the C3 service. Node Site hosts shall use industry
standard change management procedures for Node Site changes as follows:
• Routine - The standard process: 7-10 business days
• Urgent - For change requests that address time -critical and significant network
outages, security threats, or business risks
• Recurring - Lower -risk, lower -impart, network changes that occur on a regular,
scheduled basis.
C. City of Bellevue
In addition to Node Site responsibilities listed in Section III.B above, The City of Bellevue
will provide rack and cabinet space in its data center as described in Appendix B.
D. King County
1. King County Data Center at Sabey Campus. In addition to Node site responsibilities listed
in Section III.B above, King County will provide rack and cabinet space in its data center
located at the Sabey Data Center Campus as described in Appendix B, and provide a pair of
fiber between the King County Data Center in Building 5 and the UW point of presence
("POP") in Building 2 of the Sabey Complex. King County will also provide transport fiber
between the Building 5 Meet -Me -Room and the King County Data Center to extend the City
of Federal Way segment to the data center.
2. King County Regional Communications and Emergency Coordination Center (RCECC).
In addition to Node Site responsibilities listed in Section III.B above, King County will
provide rack and cabinet space in its data center located at the RCECC as described in
Appendix B.
E. Valley Communications Center
In addition to Node Site responsibilities listed in Section III.B above, Valley
Communications Center will provide rack and cabinet space in its data center as described
in Appendix B.
F. Fiber Optic Segment Contributors
Expected future maintenance of the fiber optic cable contributed to this project by the parties
identified in Section II.A.1 is outlined below:
1. "Fiber Optic Segment Contributors" means the project members listed in Section II.A.1.
and in the following table:
Project Member Contact** Email Business After hours
Hour* Contact Contact
City of Auburn Melissa Medisch 253.804.5078
Colin Schmalz 253.261.1601
E
Brian Garbarino
253.261.2476
City of Federal
Way
Brian Pearson
Thomas Fichtner
253.835.2552
253.835.2547
206.755.8548
253.835.2552
206.755.8548
City of Kent
Galen Hirschi
James Endicott
253.856.4616
253.856.4620
253.266.2299
253.561.1998
City of Kirkland
IT Help Desk
425.587.4357
425.313.2132
City of Renton
IT Help Desk
425.430.6870
206.300.0571
UW
UW NOC
City of Bellevue
IS Help Desk
425.452.2886
425.452.2886
King County
KC NOC
206.263.7000
1 206.263.7000
*Business hours shall be considered 7 a.rn —5 p.m. for purposes of this Agreement.
"Contact shall be made in the order listed in the table.
2. Route Preparation. All work shall be done during normal working hours. The fiber optic
route utilizes existing City of Kirkland, City of Bellevue, City of Renton, City of Kent,
Valley Communications Center, City of Auburn, King County, City of Federal Way, and
UW fiber. If any construction, remediation, or relocation is required, it will be funded and
completed by the Fiber Optic Segment Contributor in consultation with the Lead Agency.
3. Fiber Terminations, Splicing and Testing. All work shall be done during normal working
hours. Segment contributors will confirm all splice details prior to undertaking any work
under this section. The cost of any splicing required under this Agreement shall be borne by
the applicable C3 member requesting the splice. Fiber pairs shall be tested prior to
implementation of Active Electronics.
4. Locates/Fiber Relocation. Member fiber optic strands contributed to this project were
constructed under other project agreements, including but, not limited to Consortium project
agreements, that contain provisions for locates and relocation of fiber. Any fiber locate or
fiber relocation shall be managed by the Fiber Optic Segment Contributor.
5. Repairs/Breaks. The C3 fiber segment contributor shall be responsible for immediate
detection and coordination of timely repair of all breaks or outages of fiber in fiber segments
identified in this Agreement. The underlying fiber optic agreements shall determine the cost
allocation of the repair. C3 and/or the project participants shall contract with a competent
and qualified vendor to provide 7x24x365, four-hour response to any fiber breaks/outages
that happen on the fiber segments in the Agreement.
6. Notification and Response Process. In the event of a fiber optic disruption or cable break,
notification and response procedures shall be those defined above in Section III.B.2 or as
defined in any applicable subsequent operations document.
G_ System Changes
The parties acknowledge that the optical network design, location of node sites, use of fiber
optic cable provided by a Fiber Optic Segment Contributor through a franchise agreement
or institutional network agreement, or other smatters relating to the System may need to
I
change during the term of this Agreement. Accordingly, the parties agree to cooperate in
good faith to resolve any such need for changes, to jointly determine how the associated
costs should be allocated between the parties, and, if necessary, to modify this Agreement
in accordance with the requirements of Section XLA herein.
IV. Project Budget/Payments
The base configuration includes 4 node sites funded jointly by UW and C3. Two additional node
sites will be funded as follows:
• Valley Communications Center, Kent: funded by King County.
• Sabey Data Center Campus, Tukwila: funded by UW.
A. Budget
Project Budget Detail
Vendor
Total
Non -Recurring
UW Operations
Monthly
Organization
Item Description
Cost
Recurring Cost
Maintenance
Recurring
Recurring Cost
Cost
UW
Core Optical System
Equipment with
$90,000
N/A
N/A
N/A
Installation
Network Service
$60,000
N/A
N/A
N/A
Equipment with
Sabey Optical Node
Equipment with
$50,000
N/A
N/A
N/A
Installation
(RV Subtotal
S200,000
N/A
NIA
N/A
C3
Core Optical System
Equipment with
$90.000
$760
$880
$1.640
Installation
Network Service
Equipment with
$40.000
$300
N/A
$300
installation
VallevCom Locking
$2.400
N/A
N/A
N/A
Miscellaneous Fiber
$1.500
N/A
N/A
N/A
Sabey Optical Node
N/A
$190
$220
$410
Vallel-CAM Optical Node
N/A
$ l90
$220
$410
C3 Subtotal
S133.900
$1.440
$1.320
$2 760
King County
_
N/A
ValleyCom Optical Node
$50,000
N/A
N/A
Equipment with
King County Subtotal
S50,000
N/A
N/A
N/A
COSTS
$383.9001
$1,440
$1,320
$2.760
"Sales tax is included in the quoted equipment costs.
B. Optional Services Costs
Optional services will be made available by C3 to C3 members using a business model and pricing
to be defined by the C3 Board. The cost, both one-time and recurring, of any additional slots or
10
chassis required for any C3 services will be added to the cost of the proposed service, and invoiced
byUWtoC3.
C. In -Kind Asset Contributions
In -Kind Asset Contribution Table*
Contribution T e and Agency
Value (est.
City of Auburn right of way/conduit system access, fiber optic cable
31,000 feet)
$1,550,000
City of Bellevue right of way/conduit system access, fiber optic cable
45,100 feet) and data center node location
$2,255,000
City of Federal Way right of way/conduit system access, fiber optic cable
(90,500 feet)
$4,525,000
City of Kent right of way/conduit system access, fiber optic cable (59,300
feet)
$2,965,000
City of Kirkland right of way/conduit system access, fiber optic cable
(29,300 feet)
$1,465,000
City of Renton right of way/conduit system access, fiber optic cable
42,000 feet)
$2,100,000
King County right of way/conduit system access, fiber optic cable (44,033
feet)
$2,201,660
King County RCECC Node location**
$215,760
King County Data Center Node location* *
$215,760
City of Bellevue Data Center Node location**
$215,760
King County GIS Services
$7,000
King County Data Center to UW POP fiber interconnect (Sabey Bldg. 5 to
Bldg. 2)
$120,000
University of Washington, fiber optic cable (total of 324,441 feet in the
following segments):
• UW Bothell to Kirkland City Hall (86,286 feet)
■ Westin to UW Bothell (128,116 feet)
• Sabey to Westin (110,039 feet)
$16,222,050
Valley Communications Center data center node location**
$215,760
Total In -Kind Contributions
$34,273,750
Project Fundin (see Section IV.A, above)
$383,900
Estimated Total Project Valuation*
$34,657,650
"In -kind fiber optic strand contributions valued at approximately $33.283.710. have been accounted for in previous projects and NviII
not be included in the total project valuation. Lengths of fiber segments are estimated and include service loops.
"Node location contribution based on King County s rate card.
D. Payments
C3 and King County will provide funding to UW for project nonrecurring costs as outlined above
in the Project Budget Detail table.
• C3 will pay to UW a one-time fee of $133,900 within 30 days of the Effective Date.
11
• King County will pay to UW a one-time fee of $50,000 within 30 days of the
Effective Date.
Regarding recurring maintenance and operations fees to be paid by C3, payment shall be as follows.
Subsequent to the Acceptance Date, and on the annual anniversary of the Acceptance Date
thereafter, an amlual recurring maintenance and operations fee of $29,520 ($2,460 x 12 months) as
outlined above in the Project Budget Detail Table, plus any additional recurring fees as identified in
Section IV.B, will be invoiced by UW to C3. Payment for the entire annual amount is due within
30 days of invoice. If C3 fails to make timely payment, UW may charge one percent (1 %) per
month on the amount due until paid in full. Should the payments of recurring fees to UW become
more than 360 days past due, UW may choose to discontinue any services provided on the 0
Optical Network System without affecting any other rights or obligations of the parties to this
Project.
E. Completion and Acceptance
UW will make reasonable efforts to provide all functionality contemplated in this agreement
within 120 days of receipt of equipment from the manufacturer. Testing and acceptance will be
considered complete as of the Acceptance Date, as defined in Appendix F.
V. Optical System Equipment Refreshes
The initial C3 optical system equipment (to include the optical system equipment at additional Node
Sites) [identified in Section II.B.?] will have an expected life of 7 years. This expected life period
will begin on the Acceptance Date and end 7 years after the Acceptance Date ("the Initial Optical
System Equipment Term'). In conjunction with the completion of the Initial Optical System
Equipment Term, and thereafter on each anniversary of that date, UW will evaluate the optical
system equipment to determine if its useful life can be extended an additional year. Upon UW's
determination that the useful life of the optical system equipment can no longer be extended, UW
will consult with C3 to develop a new system design and quote for a technical refresh of the optical
system equipment. Such costs for the technical refresh of the core equipment, and the available
capacity of the resulting system, shall be apportioned 50% to UW, 50% to C3. As with this
Agreement for the original system, any additional costs associated with network services
provisioned on the resulting core system shall accrue to the party (UW, C3, or the Participating
Agency) requesting the network services. These provisions shall also apply to any subsequent
technical refreshes.
In the event C3 or UW decides not to fund its percentage of the core equipment, the remaining party
(C3 or UW) may choose to fund the entire technical refresh, and as a result retain 100% of the
available capacity of the resulting system. If C3 declines to fund its percentage of the core
equipment refresh, UW will retain rights of use and access to all fiber segments and node site use
in accordance with the overall terms and conditions of this Agreement. If UW declines to fund its
percentage of the core equipment refresh, C3 will retain rights of use and access to fiber segments
under the control of UW, and all UW Lead Agency responsibilities as defined in Section III.A (1-
5) will end.
12
Vl. Agreement Term
A. Term. This Agreement shall be effective as of the date when it has been executed by all parties
("Effective Date") and continue in full force and effect for twenty years from the Effective Date
("Initial Agreement Term"), and will be automatically renewed in 5 year increments ("Renewal
Periods") unless terminated in accordance with the provisions below.
B. Termination. This Agreement may be terminated at any time upon the unanimous written
agreement of all of the parties to this Agreement. In addition, any party may terminate this
Agreement at the end of the Initial Agreement Term or at the end of any 5-year Renewal Period. To
terminate the Agreement as allowed by this paragraph, a party must provide a written notice of
termination to all other parties at least 180 days in advance of the end of the Initial Agreement Term
or applicable Renewal Period.
C. Disposition of Equipment. In the event this Agreement is terminated prior to the end of the Initial
Agreement Term or any Renewal Period, UW shall redeliver the portion of optical equipment
funded by C3 and King County and cancel all manufacturer's maintenance contracts. Whereas 0
funding supports a portion of the core equipment and may support a portion of the technical
equipment refresh, UW will work in partnership with C3 to determine the most equitable
redistribution of equipment. Costs for transporting or shipping will be paid by C3 and King County
respectively. UW will incur no liability on account of any such termination.
Vll. 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 VII.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. 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
13
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
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.
Vlll. Disclaimer, Third Party Components, and Exclusion of Damages
A. DISCLAIMER. ALL SERVICES AND ACTIVITIES PROVIDED BY A PARTY UNDER
THIS AGREEMENT, INCLUDING SERVICES AND ACTIVITIES PERFORMED BY THE UW
AND THE NODE SITE HOSTS, AND NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, ARE PROVIDED "AS IS". THE PARTIES ACCEPT SUCH ACTIVITIES,
SERVICES AND THE SERVICE EQUIPMENT "AS IS," WITH NO REPRESENTATIONS OR
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON -INFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF
DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, NO PARTY HAS ANY OBLIGATION TO
INDEMNIFY OR DEFEND ANY OTHER PARTY AGAINST CLAIMS RELATED TO
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
B. Third Party Components. UW shall (a) pass through to the non-UW parties any warranty
right UW receives from a third party provider of Third Party Components, and (b) reasonably
cooperate with the non-UW party, at that party's expense, in enforcing such rights. UW
PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THIRD
PARTY COMPONENTS, AND UW WILL NOT BE LIABLE FOR ANY FAILURE OF ANY
THIRD PARTY COMPONENT TO FUNCTION AS EXPECTED OR INTENDED.
14
C. EXCLUSION OF DAMAGES. TO THE EXTENT ALLOWED BY LAW, AND
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT
WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY OR TO ANY THIRD PARTY FOR
ANY LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF DATA, COVER,
SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO
BUSINESS, REPUTATION, OR GOODWILL), OR INDIRECT DAMAGES OF ANY TYPE
HOWEVER CAUSED, WHETHER BY BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION, EVEN IF
THE PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH
DAMAGES WERE FORESEEABLE.
IX. Project Schedule
Task Target Completion Date
Circulate and sign copies of the project PA June 2016
Complete fiber optic splicing/testing June 2016
Issue Purchase Orders June 2016
Installation of rack/cabinet equipment June 2016
Installation, configuration, testing of equipment December 2016
Go -Live January 2017
X. Changes or Addenda to Project Agreement Template Policy
This Agreement shall be interpreted in conjunction with the Project Agreement Template Policy
document, which is incorporated into this Agreement by reference. This Agreement shall supersede
the Project Agreement Template Policy document to the extent it contains terms and conditions
which change, modify, delete, add to, supplement or otherwise amend the terms and conditions of
the Project Agreement Template Policy document.
Xl. 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.
B. Counterparts
This Agreement may be executed in counterparts. each of which so executed will be deemed to be
an original and such counterparts 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.
15
X/l. Approvals
IN WITNESS WHEREOF, the parties hereto have executed this Project Agreement on the
respective dates indicated below.
Nancy Backus Date
City Attorney
Mayor
City of Auburn
Toni Cramer Date
City Attorney
Chief Information Officer
City of Bellevue
Jim Ferrell Date
City Attorney
Mayor
City of Federal Way
Suzette Cooke Date
City Attorney
Mayor
City of Kent
Brenda Cooper Date City Attorney
Chief Information Officer
City of Kirkland
Denis Law Date
Mayor
City of Renton
Bill Kehoe Date
Chief Technology Officer
King County
Dan Jordt Date
Associate Vice President
University of Washington Information Technology
Lora Ueland Date
Approved as to Legal Form
City Attorney
17
Executive Director
Valley Communications Center
Chelo Picardal Date
Chief Technology Officer
Community Connectivity Consortium
Appendix A
18
C3 Node Site Specifications
19
Appendix B
C3 Site Preparedness
20
Appendix C
Spares List
Part Number
Description
1040700041
Power Supply Module DC for 9HU Shelf, 1000W, PSU/9HU-DC, HW Rel 2.00
1040700042-01
Power Supply Module AC for 9HU Shelf, 1000W, PSU/9HU-AC, HW Rel 1.02
1063708416
Common Equipment Module for 9HU Shelf, CEM/9HU, HW Rel 2.00
1042700011
Fan Module for 9HU Shelf, FAN/9HU, HW Rel 2.00
1063708423-01
Shelf Control Unit II with High -Availability Functionality, 2.5 HU high for small slots, SCU-11, HW Rel 1.01
0061705844-03
SFP IF, 850nm, Intra-Office Reach, for 1G FC, 2G FC, and GigE, SFP/2G1/8501/MM/LC, HW Rel 3.01
1063708412
Network Element Control Unit with high performance processor, 2.5 HU high, 2 RJ45 Ethernet ports and 1
serial port, NCU-II, HW Rel 2.01
1063708463-03
Optical Supervisory Channel Module with 2 pluggable network ports, OSCM-PN, HW Rel 3.01
1061706193
SFP IF, 1510nm, Very Long Reach, 125Mbit/s only, for use with OSCM-PN and OSFM+#1510,
SFP/FE/C1510V/SM/LC, HW Rel 2.00
1063701000-01
Dual Terminal 10G Core XPDR with 2x XFP client IFs and 2x XFP network IFs, 2WCC-PCN-10G, HW Rel 1.01
1063703210-01
5-Terminal Access XPDR with 5x SFP+ client IFs and 5x SFP+ network IFs, 5WCA-PCN-I6GU, HW Rel 1.01
1063703200
Dual Terminal 10G Access XPDR with 2x XFP client IFs and 2x XFP network IFs, 2WCA-PCN-10G, HW Rel 2.00
SHIPCS, 1HU Packet Connectivity Shelf for Packet Optical Carrier Ethernet with Full 11G OTN Line Interface,
1078974400-01
EFEC, & GCC Communication, Includes 2x Slots for Client Cards (Kit, including Fan Module, 1x PSU filler, and 1x
Client Interface filler), SHIPCS&FAN
1040974039
SHIPCS, 200W AC Power Supply Module, S/PSU/AC-200, HW Rel 1.01
1078974424-01
SHIPCS, 8-Port GigE Client Interface Module with SFP Pluggable Ports, PCS/PM/GE/8/SFP, HW Rel 1.01
0061701811-03
11G XFP IF, 1310nm, Standard Reach, 9.953 Gbit/s-11.400 Gbit/s, XFP/11G/13105/SM/LC, HW Rel 3.01
1061701850-02
10G/11G SFP+ IF, 1310 nm, Short Reach, SFP+/11GU/13105/SM/LC, HW Rel 2.01
SFP IF, 1310 nm, Standard Reach, Gigabit Ethernet (FSP 3000/FSP150) and Fast Ethernet (FSP 150 only), with
1061705850-02
Industrial Temperature Range, SFP/GBE/13105/SM/LC/TIN, HW Rel 2.01
Up to 11G XFP DWDM IF, Very Long Reach, C-Band Tunable, 81 Wavelengths, XFP/11G/DCTV/SM/LC, HW Rel
1061701400-01
1.01
Up to 11G SFP+ DWDM IF, Very Long Reach, C-Band Tunable, 96 Wavelengths, SFP+/11GU/DCTV/SM/LC, HW
1061702000-01
Rel 1.01
1063708449-01
Optical Path Protection Module, OPPM, HW Rel 1.01
ROADM Module, 8-Degree, WSS-Based, 40 C-Band Wavelengths, 100 GHz, with WSS, 1x8 Power Splitter, and
1063708320
Integrated OPM, 8ROADM-C40/0/OPM, HW Rel 2.02
Optical Amplifier, Double Stage, 20 dBm maximum output power, variable gain for low -gain applications, gain
1063709052
controlled (C-Band), Dual Monitoring Ports, EDFA-C-D20-VLGC-DM, HW Rel 2.01
21
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Ring Map
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22
Appendix E
Fiber Segment Detail Spreadsheet
(Latest file version dated 04.26.16)
23
Appendix F
Definitions
Acceptance Date
The date after 72 continuous hours of network operation
within acceptable parameters agreed to by the C3 and UW
jointly.
Active Electronics
Switches, routers, hubs that move data across a network.
Dense Wavelength Division
Dense wavelength division multiplexing (DWDM) is a technology
Multiplexing
that puts data from different sources together on an optical fiber,
with each signal carried at the same time on its own separate light
wavelength.*
Fiber Segment
A length of fiber optic cable between known points.
Lead Agency
Lead agency is the project member responsible for the successful
completion of the project.
NOC
Network operations center.
Node Site
Facility location, usually a data center, of the optical network gear.
Optical Path Protection Module
Provides protection to the network so that a service disruption to
the network, reverses traffic in the opposite direction around the
disruption (No loss of service.).
Response Time
Acknowledgement of receipt of an incident call.
Wave
A band of colored light used to transmit data.
24x7x365
Denotes industry standard language where service is provided 24
hours a day, 7 days a week, 365 days per year.
*Source: http://scai-chtelecom.techtureet.cornldefinitionhdense-wavelenfdbndivision-muiti
i�! exin
24