HomeMy WebLinkAboutIL232 Interlocal Agreement C EF:5)17
INTERLOCAL COOPERATION AGREEMENT
THIS INTERLOCAL COOPERATION AGREEMENT (the "AGREEMENT") is made and entered
into effective the day of between City of Anacortes ("CITY) and
Northwest Open Access Network ("NOANET") to facilitate the implementation of a broadband
access service for the local government network in the Anacortes area and to enhance the
availability of institutions, private businesses and residents (herein referred to as the
"PROJECT"). The CITY and NOANET are sometimes referred to in this Agreement as the
"PARTIES".
RECITALS
WHERAS, The Washington Interlocal Cooperation Act RCVV 39.34 permits public entities to
cooperate with one another on the basis of mutual advantage to make the most efficient use of
their powers, thereby providing services and facilities in a manner that accords best with
geographic, economic, population, and other factors influencing the needs and development of
local communities. Under the Act, public agencies may enter into agreements with one another
for joint or cooperative action; and
WHEREAS, the PARTIES are public agencies as defined in RCW 39.34.020(1) that recognize
the need to provide for the PROJECT to improve the communications capability of the PARTIES
and to provide for improved access to broadband data transmission and enhance community
economic development in Skagit County; and
WHEREAS, the CITY is responsible for various local governmental-related functions, including,
among others, information technology, telecommunications, public services, utilities and public
administration and cooperation with other agencies regarding the same; and
WHEREAS. the CITY wishes to obtain services from NOANET for CITY operations, including,
without limitation, broadband network design, planning and construction, and to assist in
network transport and related activities; and
WHEREAS; NOANET wishes to utilize the CITY facilities and services to provide the CITY with
the services it wishes to obtain from NOANET and for other purposes permitted by law.
NOANET is willing to provide the desired services and to operate and maintain certain of the
CITY facilities in consideration for and in cooperation with services and access to CITY
infrastructure as set forth in Exhibit A to this Agreement.
WHEREAS, NOANET is willing to provide the CITY with access to and use of the NOANET
network design, planning and construction capabilities as well as use of the NOANET Network
Operations Center (NOC) for monitoring and maintaining a broadband network within the
Anacortes as described in Exhibit A to this Agreement.
Now, therefore, in consideration of the mutual promises and covenants contained herein, the
parties hereby agree as follows:
AGREEMENT
1. PURPOSE AND SCOPE
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The purpose and scope of this Agreement is to specify the terms and conditions under which
the CITY and NOANET will undertake the PROJECT. The locations, equipment, and other
details are further described in Exhibit A to this Agreement.
2. CITY OF ANACORTES OBLIGATIONS
The CITY hereby agrees to provide NOANET a non-exclusive franchise agreement as set forth
in the Franchise agreement dated . The CITY further agrees to provide NOANET
adequate collocation facilities in their future Library Data Center in order to establish networking
interconnection services to the CITY. The CITY agrees to provided interconnection points of
existing facilities if available to NOANET in order to accomplish broadband connectivity for
incoming and outgoing telecommunications services.
3. NOANET's OBLIGATIONS
NOANET agrees to provide planning and design services as well as actual network construction
management as set forth in Exhibit A. NOANET agrees to maintain and operate the facilities
set forth in the Exhibit A for the period of time required to execute the Scope of Work described
in Exhibit A. NOANET understands the CITY may elect to have NOANET operate and maintain
the Facilities and Services for a longer period of time than the initial planning, design, and
construction period outlined in Exhibit A, in which case the additional Exhibits will be mutually
agreed upon by both PARTIES and added as new Exhibits to the AGREEMENT. Both PARTIES
understand that technologies and facilities necessary to deliver the services set forth in Exhibit
A change over time due to circumstances outside of either parties control and that said services
may not be technically feasible, appropriate or desired at a later point in time.
4. PROPERTY OWNERSHIP AND DISPOSITION
The PARTIES shall retain their respective ownership of all of their properties. This Agreement
does not contemplate joint ownership of property and, therefore, does not contain provisions
regarding disposition of property owned by either Party.
5. COMPENSATION
As compensation for the services provided pursuant to paragraph 3, the City agrees to
reimburse NoaNet for any and all expenses associate with Exhibit A and any additional exhibits
included during the term of this agreement.
6. TERM
The initial term of the Agreement shall be for a period of five (5) years from and after the
Effective Date. Either Party shall have the option to renew this Agreement for an additional
twelve (12) months following the initial term by giving written notice of its election to do so.
Such notification shall be in writing and delivered to the other Party at least sixty (60) days prior
to the expiration of the initial term.
7. TERMINATION DUE TO CHANGE IN FACILITIES OR FUNDING
If the facilities or funds upon which either Party relied to establish this Agreement are withdrawn,
reduced, or limited, or if additional or modified conditions are placed on such facilities or
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funding, either Party may terminate this Agreement by providing at least thirty (30) calendar
days written notice to the other Party. The termination shall be effective on the date specified in
the notice of termination.
Either party may terminate this Agreement by providing thirty (30) calendar days written notice
sent by First Class mail to the addresses listed in the parties section. If either Party fails to
comply with the terms and conditions of this Agreement, the other Party may pursue such
remedies as are legally available, including, but not limited to, the immediate termination of this
Agreement. Exhibits will survive termination of the Agreement.
8. AUTHORIZATION AND LIMITATIONS ON USE
8.1 Noninterference/Hazardous Materials. Except as expressly authorized by applicable
laws or this Agreement, each Party covenants and agrees:
8.2 It shall not interfere in any manner with the other Party's operations, communications
equipment, or other facilities, including easements and rights-of-way.
8.3 It shall not do or permit anything to be done in, on or about the CITY Facilities, the
other's property or premises, if any, nor bring or keep or permit to be brought or kept therein,
any hazardous materials.
8.4 Compliance with Laws. Each Party shall comply with all applicable laws and regulations
in the exercise and performance of its rights and obligations under this Agreement.
9. FIBER OPTIC EQUIPMENT AND FACILITIES
9.1 No Representations or Warranties. EACH PARTY MAKES NO REPRESENTATIONS,
WARRANTIES, COVENANTS OR ASSURANCES: (1) WITH RESPECT TO THE DESIGN,
CONSTRUCTION, DURABILITY, SUITABILITY OR RELIABILITY OF THE EQUIPMENT OR
FACILITIES, OR ANY PART THEREOF, WHETHER EXPRESS OR IMPLIED, AND EACH
PARTY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND
ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (2)WITH RESPECT
TO THE NATURE OR ACCURACY OF THE DESCRIPTION, LOCATION OR MEASUREMENT
OF THE EQUIPMENT OR FACILITIES, OR ANY PART THEREOF; (4) WITH RESPECT TO
INTERRUPTION OR CONTINUATION OF THE FACILITIES AND/OR OTHER SERVICES.
9.2 Unauthorized Access/Breach. Except as provided in this Agreement, each Party is
prohibited from accessing, directly or indirectly, the other Party's equipment or facilities, or any
part thereof. Any unauthorized access by either Party of the other Party's equipment or
facilities, or any part thereof, shall constitute a material breach of this Agreement and a default
by the unauthorized Party under Section 13.1 of this Agreement.
9.3 Approval of Design and Interconnection Specifications. Each Party shall provide, as
reasonably requested, information relating to the proposed design and/or installation
specifications prior to modifying or making any connection to the CITY Facilities or associated
equipment or facilities.
9.4 Installation. Both Parties shall mutually agree to a work schedule during which the
interconnections for the fiber optic equipment or facilities can be made. Each Party shall timely
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complete all such work within the agreed upon schedule.
9.5 Cooperation and Coordination. Each Party shall cooperate with the other concerning the
timing, method or placement of its construction, installation and testing activities.
10. ALTERATIONS, MAINTENANCE AND REPAIRS
10.1 Scheduling/Notice. Except as set forth in Section 7.2, each Party, at its sole cost and
expense, may schedule and perform or cause to be performed scheduled alterations,
maintenance and repairs on its own fiber optic equipment or facilities, or any part thereof, at the
times and in the manner as may be established by the respective owner. The Party scheduling
work shall provide two weeks prior written notice to other Party identifying the time, location, and
nature of each scheduled alteration or maintenance and repair job for performance thereof
which reasonably presents a substantial risk of damage to the other Party's property or creates
a substantial likelihood of an interruption of fiber optic equipment or facilities. If fiber optic
equipment or facilities include redundant fiber pathways, work will be scheduled to include no
more than one pathway at any given time.
10.1.1 Each Party shall furnish on a continuing basis the current name, title, telephone number,
and personal communications device number (including facsimile transmission number, cellular
telephone number and paging device number), if any, of any representative who shall be kept
informed of maintenance schedules. Currently, the designated points of contact are as follows:
CITY
Name: Fred Buckenmeyer
Title: Public Works Director
Telephone Number: 360.293.1919
Cell Number: 360.661.3662
Email: fredb@cityofanacortes.org
•
NOANET
Name: Chris Walker
Title: Telecommunications OSP Director
Telephone Number: (509) 456-3619
Network Operations Center: (866) 662-6380 support@noanet.net
Email: cwalker@noanet.net
11. FORCE MAJEURE
11.1 As used in this Agreement, the term "Force Majeure" means acts of God (including but
not limited to, earthquakes, fires, floods, windstorms, landslides, and ice storms); strikes,
lockouts, or other labor disputes; acts of public enemy; acts of vandalism, wars, terrorism, riots,
and insurrection; epidemics; civil disturbances; explosions; train derailments; breakdown or
failure of machinery or facilities (excluding the cable and cable accessories); accidents to
machinery or equipment (excluding the cable and cable accessories), and delay in delivery of
equipment, to the extent such occurrences are beyond the reasonable control of the Parties;
and any other event, cause, or condition beyond the Party's reasonable control, which, by the
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exercise of reasonable diligence, prevents the Party claiming Force Majeure from performing its
obligations under this Agreement.
11.2 If either Party is unable to carry out its obligations under this agreement as a result of an
event, cause, or condition of Force Majeure, the Party claiming Force Majeure shall give notice
and full particulars of such Force Majeure in writing to the other Party within five (5) calendar
days of the beginning of the occurrence of the Force Majeure event, cause, or condition. Any
obligations that such Party is unable to perform due to an event, cause, or condition of Force
Majeure shall be suspended during the continuance of such event of Force Majeure. The Party
claiming Force Majeure shall use reasonable efforts to remedy and minimize the effects of such
event of Force Majeure with all reasonable dispatch.
11.3 Neither Party shall be liable, or he considered to be in material breach or default,
under this Agreement on account of any delay in or failure of performance due to Force Majeure
unless specifically stated in this Agreement.
11.4 If Force Majeure prevents restoration within one (1) year from the event of such Force
Majeure, then either Party shall have the option to terminate this Agreement.
12. INDEMNITY
12.1 Indemnity, Hold Harmless and Duty to Defend. Subject to the limitation of liability
provisions set forth in Section 14, each Party shall, at its sole expense, indemnify, defend, save,
and hold harmless the other Party, its officers, agents, members, and employees from all actual
or potential claims or losses, including costs and attorneys' fees at trial and on appeal, and
damages or claims for damages to property or persons, suffered by anyone whomsoever to the
extent caused by any negligent or willful act of or omission of the indemnifying Party or its
subcontractors, excluding damages caused by the negligence of the indemnified Party, its
officers, agents, or employees.
This indemnification includes, without limitation. any liability for injury to the person or property
of either Party, its agents, officers, employees or invitees. Both Parties specifically waive any
immunity provided by Title 51 ROW, Washington's Industrial Insurance Act. The provisions of
this section shall survive the expiration or termination of this Agreement.
THIS WAIVER HAS BEEN MUTUALLY NEGOTIATED BY THE PARTIES.
13. WARRANTIES
13.1 AS IS, NO WARRANTY. BOTH PARTIES ACKNOWLEDGE THEY ARE FAMILIAR
WITH THE FIBER OPTIC FACILITIES AND EQUIPMENT AND HAVE INVESTIGATED SAME.
THEY ACKNOWLEDGE AND AGREE THAT THEY ARE RELYING SOLELY ON THEIR
INSPECTION AND INVESTIGATION OF THE FIBER OPTIC FACILITIES AND EQUIPMENT,
AND ACCEPT THE FIBER OPTIC FACILITIES AND EQUIPMENT "AS IS, WHERE IS" IN ITS
PRESENT CONDITION WITH NO WARRANTIES OF ANY KIND; EXPRESS OR IMPLIED,
EITHER ORAL OR WRITTEN, MADE BY EITHER PARTY OR ANY EMPLOYEE, AGENT OR
REPRESENTATIVE OF EITHER PARTY WITH RESPECT TO THE PHYSICAL CONDITION
OF THE FIBER OPTIC FACILITIES AND EQUIPMENT. EACH PARTY SHALL HAVE
DETERMINED PRIOR TO ENTRY INTO THIS AGREEMENT, THAT THE FIBER OPTIC
FACILITIES AND EQUIPMENT CAN BE USED FOR THE INTENDED PURPOSES. BOTH
PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY, NOR ANY EMPLOYEE,
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AGENT OR REPRESENTATIVE, HAS MADE, AND DOES NOT MAKE, ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER,
WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITABILITY FOR
COMMERCIAL PURPOSES, MERCHANTABILITY, POTENTIAL USE OF THE FIBER OPTIC
FACILITIES AND EQUIPMENT, FITNESS FOR A PARTICULAR PURPOSE, OR NON-
INTERRUPTABILITY OF THE FIBER OPTIC SERVICES, ALL OF WHICH WARRANTIES
EACH PARTY HEREBY EXPRESSLY DISCLAIMS.
14. ASSIGNMENT
This Agreement cannot be assigned, transferred utilized or any portion subcontracted by CITY,
hereto without the prior written consent of NOANET, which shall not unreasonably be withheld.
15. WAIVER
The consent by CITY or NOANET to any act by the other shall not be deemed to imply consent
or to constitute the waiver of a breach of any provision hereof or continuing waiver of any
subsequent breach of the same or any other provision, nor shall any custom or practice which
may arise between the Parties in the administration of any part of the provisions hereof be
construed to waive or lessen the right of a Party to insist upon the performance by the other
Party in strict accordance with the provisions hereof.
16. DEFAULT AND REMEDIES FOR DEFAULT
16.1 Breach. This Agreement may be terminated upon the occurrence of a material breach of
this Agreement and a default under this Agreement. If the Party in breach fails to cure the
breach within thirty (30) days or such longer period of time as is provided below, after receipt of
notice thereof from the non-breaching Party, or, when the cure reasonably requires more than
thirty (30) days, the breaching Party fails to commence the cure within such thirty (30) days and
thereafter diligently and continuously prosecute such cure to completion, such action or inaction
shall constitute a material breach and default under this Agreement.
16.2 Remedies Not Exclusive. Subject to Section 14.2. In the event of a material breach
and default under this Agreement, termination is not the exclusive remedy. Any and all other
remedies available of law or equity are expressly preserved.
17. LIMITATION OF LIABILITY
17.1 THE PARTIES SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, LIQUIDATED, OR SPECIAL DAMAGES OR LOST REVENUE OR LOST PROFITS
ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE
OF ANY PROVISION OF THIS AGREEMENT.
17.2 SUBJECT TO SECTION 15, EACH PARTY'S TOTAL LIABILITY FOR ANY CLAIMS
OR DEMANDS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT
EXCEED THE AMOUNTS PAID BY THE OTHER PARTY PURSUANT TO THIS AGREEMENT.
18. NOTICE
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Except as may otherwise be provided herein, any notices, except service of process and notice
of emergency which may be given personally, telephonically, by e-mail or facsimile, shall be
effective if personally served upon the other Party or if mailed by registered or certified mail,
return receipt requested, to the following addresses:
City of Anacortes, 904 6th Street, Anacortes, WA 98221
NoaNet, 5802 Overlook Ave NE, Tacoma, WA 98422
Notices mailed shall be deemed given on the date of mailing. The Parties shall notify each other
in writing of any change of address.
19. DISPUTE RESOLUTION
In the event that a dispute arises under this Agreement, it shall be resolved as follows: Each
Party shall appoint a member to a disputes board. These two members shall then select a third
member not affiliated with CITY or NOANET. The three-member board shall conduct a dispute
resolution hearing that shall be informal and unrecorded. An attempt at such dispute resolution
in compliance with the aforesaid process is a prerequisite to filing of any litigation concerning
the dispute. The Parties shall share equally in the cost of the third disputes board member.
20. GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Washington. The parties consent
to the personal jurisdiction of the courts of the State of Washington so that any litigation
concerning or arising out of this Agreement shall be brought in Washington. The venue of any
such legal action shall be King County Superior Court of the State of Washington.
21. ATTORNEYS' FEES AND COSTS
In the event of litigation regarding any of the terms of this Agreement, the substantially
prevailing Party shall be entitled, in addition to other relief, to such reasonable attorneys' fees
and costs as determined by the court.
22. MUTUAL NEGOTIATION AND CONSTRUCTION
22.1 Mutual Negotiation and Construction. This Agreement and each of the terms and
provisions hereof are deemed to have been explicitly negotiated between, and mutually drafted
by, the Parties, and the language in all parts of this Agreement shall, in all cases, be construed
according to its fair meaning and not strictly for or against either Party.
22.2 Headings. The captions and section headings hereof are inserted for convenience
purposes only and shall not be deemed to limit or expand the meaning of any section.
23. ENTIRE AGREEMENT; AMENDMENTS
This Agreement contains the entire agreement between the Parties with respect to the subject
matter hereof and supersedes all prior agreements or understandings among the Parties with
respect thereto. This Agreement may be amended only by an agreement in writing signed by
the Parties.
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23. SEVERABILITY
Should any part, term or provision of this Agreement be determined to be invalid, the remainder
of this Agreement shall not be affected, and the same shall continue in full force and effect.
24. NO THIRD PARTY RIGHTS
This Agreement shall not be construed to create rights in or grant remedies to any third Party as
a beneficiary of this Agreement.
25. TAXES
Each Party shall be responsible for its own federal, state and local taxes, assessments, fees,
surcharges and other financial impositions.
26. COMPLIANCE WITH LAWS
Each Party hereto, in its performance of this Agreement, agrees to comply with all applicable
local, State, and Federal laws and ordinances.
27. RELATIONSHIP OF THE PARTIES
This Agreement shall not be interpreted or construed to create an association, joint venture or
partnership between the PARTIES, or to impose any partnership obligations or liability upon
either Party. No agent, employee or representative of CITY shall be deemed to be an agent,
employee, or representative of NOANET for any purpose. No agent, employee or
representative for NOANET shall be deemed to be an agent, employee or representative of
CITY for any purpose.
28. CONFIDENTIALITY
Each Party shall treat all information made available or disclosed to, or developed or obtained
by, it as the result of or related to this Agreement ("Confidential Information") as confidential,
and shall not disclose or use Confidential Information for the benefit of any person other than
the disclosing Party; provided however, that the Party receiving the Confidential Information
shall have no obligation with respect to that portion of Confidential Information which is
disclosed by the disclosing Party to others without any restriction on use or disclosure, or which
must be disclosed to others under law. If the receiving Party receives a request for Confidential
Information from a third party, the receiving Party shall promptly notify the disclosing Party in
writing of such request, and if the receiving Party in good faith believes it is obligated to disclose
the requested Confidential Information, the disclosing Party shall be given the opportunity to
seek judicial or other protection of such Confidential Information within 48 hours of notice to the
Party, with the cooperation of the receiving Party.
29. SURVIVABILITY
All provisions of this Agreement regarding indemnification, representations, warranties,
confidentiality, and any other provisions that by their nature are intended to survive termination
of this Agreement shall survive after its termination or expiration.
30. AUTHORIZATION
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Each Party hereby represents and warrants to the other that it is duly authorized to enter into
and carry out the terms of this Agreement.
31. COUNTERPARTS
This Agreement may be executed in counterparts, which together shall constitute a single
agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of
the date first written above.
City of Anacortes Northwest Open Access Network
• By:
ity Council Gre arney
C Executive Offio r aNet
BA Broadband Implementation Services-9
Exhibit A: Scope of Work
INTERLOCAL COOPERATION AGREEMENT-EXHIBIT A
NoaNet.
/ t Northwest Open Access-Networks
Scope of Work and Project Schedule
City of Anacortes
OSP Fiber Design, Engineering and Construction
Management Services
Network Electronics Design, Engineering, and
implementation
PHASE ONE
Professional Services Provider
NoaNet
Northwest Open Access Network
5802 Overlook Ave
Tacoma, WA
.21a®NaaNet
11 Northwest Open Access Network
OVERVIEW 3
OVERALL PROJECT MANAGEMENT 3
DESIGN/STAKING/MAKE READY DATA COLLECTION 3
POLE ATTACHMENT/MAKE READY 4
PUBLIC ROW PERMITS 4
OUTSIDE PLANT PLANS & SPECIFICATIONS,BID EVALUATION 4
CONSTRUCTION PHASE SERVICES 5
NETWORK DESIGN AND ENGINEERING,BID EVALUATION 6
NETWORK IMPLEMENTATION,TEST AND TURN UP 7
CONTRACT CLOSEOUT, CONSTRUCTION 'AS-BUILT' RECORDS 7
PROJECT REQUIREMENTS AND ASSUMPTIONS: 7
SERVICE PRICING 8
INVOICES AND PROGRESS REPORTS 10
CHANGES IN STATEMENT OF WORK 10
PRIORITY OF CONTRACT DOCUMENTS 10
WORK PRODUCT AND DELIVERABLES 11
TERMINATION 11
ACCEPTANCE OF STATEMENT OF WORK 12
SCHEDULE A-HOURLY RATE SCHEDULE 13
--044:NoaNet.
1 Northwest Open Access Network
OVERVIEW
NoaNet is pleased to present this Engineering Services Statement of Work (SOW) to the City
of Anacortes (COA). This SOW describes the engineering tasks proposed to assist COA with
the design and implementation of its OSP fiber construction project and network
implementation. This Scope of Work understands there are three components of this project,
(a) an aerial and underground distribution network designed to provide fiber connectivity to
water pump stations within the general area of down town and as depicted in Exhibit A; (b) a
design and installation of an in-pipe conduit and fiber system in the water main facility owned
by the city between Mt. Vernon and Anacortes, and (c) an aerial and underground distribution
network designed to provide fiber connectivity to water pump stations in the out areas of the
city as depicted in Exhibit B. For the purpose of this Scope of Work,the proposal includes the
estimated requirements to complete the first narrative of the project and shall be called Phase
1.
OVERALL PROJECT MANAGEMENT
• Your assigned Project Manager(PM) assists with a careful review of your expectations
to provide the framework for development and monitoring of the Project Scope.
• Project Document Archives are an important communications vehicle during project
execution and also serve as a valuable reference once a project is closed. Your PM
will establish a project document management storage area and processes to meet
your data retention requirements.
• PM will work with Project Team to develop a realistic budget and schedule using
Microsoft Excel, Visio and any other applicable software as tools to facilitate this
process.
• NOANET will schedule weekly progress meetings and transition to bi-weekly when the
project allows. The purpose of the meetings will be to ensure positive progress and
address items requiring attention. NOANET will also schedule other meetings as
deemed necessary by the project team.
• During Project Execution, the project manager collects documents and analyzes work
performance information and creates performance reports.
DESIGN/STAKING/MAKE READY DATA COLLECTION
• NOANET will create shape file land-base maps for posting routing, cable sizes, and
placement methods for the COA new build areas.
• The routing will be submitted to COA for staff review, revisions, and client approval;
• Upon confirmation of site locations, NOANET will perform field staking. NOANET
proposes to stake mainline cable, proposed drops, and complete building entrance
drawings, as required;
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• During staking of aerial routes make ready data, pole locations and attachment
height, will be collected for later use in preparing pole attachment/make ready
documents;
• Following staking, NOANET will review the drawings with COA. Upon approval, NOANET
will prepare the construction unit tabulation and subsequent fiber sizing and
assignments;
• The final "as staked" design will be jointly reviewed, revised and accepted by NOANET
and COA prior to Plans & Specifications development.
POLE ATTACHMENT/MAKE READY
Make Ready services to be completed shall include:
• Survey and Data Collection of Selected Route Pole Stock
• Utility Contact and Engagement
• Preparation of Pole Attachment Application(s)
• Submittal of Pole Attachment Applications for Processing and Delivery to Utilities
• Application Tracking and Follow Up
• Utility Walk Out and Guidance for Maximum Reduction of Costs and/or Improvement
of Build Schedule
• Review of Utility Make Ready Estimates for Accuracy
PUBLIC ROW PERMITS
• NOANET is not required to perform this function for this project as it is assumed the
ROW permit process will be handled internal with the COA public works department.
If in the event a Washington State Department permit is required, costs for this
section will be separately priced.
• Assistance with any excluded service can be provided by NOANET on a time and
materials basis.
OUTSIDE PLANT PLANS & SPECIFICATIONS, BID EVALUATION
• In conjunction with NoaNet's OSP plans and specifications, NOANET will incorporate
COA's requirements for its OSP construction in the NoaNet plans and specifications.
• In conjunction with NoaNet's OSP project, NOANET will conduct a competitive bid
process including providing Notice to Bidders, facilitation of a Pre-Bid meeting, and
preparation of bid analysis documentation.
• NOANET will facilitate contract execution with COA and the contractor.
• If COA completes the steps in this section independent of a NoaNet OSP plans and
specifications, contract and bid process, the costs for this section will be separately
Northwest Open Access Netwarko
7II7 TT priced. If COA determines the steps in this section shall be handled through NOANET's
current contracted resource, the costs for this section will also be separately priced.
CONSTRUCTION PHASE SERVICES
• NOANET will conduct a Pre--Construction meeting.
• Recommendations for Notice to Proceed will be prepared and submitted to NoaNet for
issuance.
• For the construction project, NOANET SOW assumes adequate inspection levels can
be maintained with the assignment of one (1) Resident for this construction project.
Actual staffing levels and number of mainline and drop construction crews will be
coordinated with COA.
• Responsibilities of the Resident;
- Monitoring and recording construction activities
-- Periodic monitoring of fiber splicing
- Periodic monitoring of fiber testing
-- Daily tabulation of completed construction as recorded by Inspectors;
- Addressing questions or concerns regarding contract construction
requirements
- Managing other NOANET field personnel.
- Preparing and submitting weekly progress reports form. The form documents
quantity of cable placed, quantity tested and accepted, quantity with access
points placed and quantity spliced. These quantities are compared to the
scheduled progress. The report will also note any problems encountered and
the resolution as well as any weather related delays.
- Preparing a construction discrepancy list to be given to the contractor upon
completion of the construction activities;
- Notifying COA of additional construction resource requirements so that project
schedule and standards will be met at all times;
-- Reviewing Contractor invoices and making recommendations for payment to
OSP Director;
Final construction "ride-out" with representatives of COA
• Responsibilities of the Inspectors:
- Observing the contractor's construction to assist in complying with the terms of
the Plans and Specifications. Inspecting the workmanship of the construction
activities
-- Inspecting the manner of incorporation of the materials and equipment placed
in the project
- Correcting the construction drawings to reflect the "as built" inventoried units
and routing
- Observing cable testing by the contractor and recording the results
- Assisting with the preparation of the weekly progress reports
- Maintaining a project log and documenting the work progress on a daily basis
- Notifying the Resident when issues or problems arise
4NoaNet.
f■ Northwest Open Access Network m
1 • During the construction process, NOANET proposes to receive all contractor
invoices on behalf of COA, review invoices to determine that they properly reflect
plant placed, and prepare recommendations to COA regarding payment.
• Foreign Utility Location Responsibilities: The contractor is responsible for locating
foreign utilities and shall coordinate directly with COA for location of all existing COA
plant. The contractor will perform the construction and is responsible for their
methods of performing that work. In that process, they are responsible for
protecting other utilities, and also are responsible for any damage to other facilities
or utilities. Our experience indicates that the contractor is the best party to be
responsible for locates.
• NOANET will develop the required as-built 'red-lined' field records for subsequent
placement into shape files.
• NOANET proposes that minor changes can be approved by the Resident and that
the Resident be the first line of contact for contractor/design disputes or questions.
This does not include changes to the contract. Minor changes are to be
subsequently defined during the pre-construction meeting.
• Major changes, either as a result of requests by the contractor, or due to
construction conditions experienced in the field are first identified by the Resident
as a proposed change. They are then reviewed with COA, and if COA approves,they
are documented and initialed on the construction sheets by the contractor, COA,
and the Resident. If the major change involves securing new prices,that pricing is
received from the contractor and approved by COA prior to the subsequent
construction being performed.
• NOANET or Owner will review on reel fiber testing of cable by the contractor. In
addition, NOANET will secure reel serial numbers and compare with factory
documentation to insure that the provided cable meets the cable specifications,
with regard to manufacturer and type.
• NOANET will conduct a Pre-Splicing meeting with the contract splicer to discuss
splicing parameters and expectations.
• NOANET will evaluate contractor fiber optic testing, analyze the results, note
discrepancies, and coordinate the resolution of these discrepancies.
• NOANET will work with the contractor on a daily basis to reconcile inventory.
NETWORK DESIGN AND ENGINEERING, BID EVALUATION
• NOANET will provide detailed network design proposal including drawings and bill
of material.
4 Noa1Ve ®
11 Northwest Open Access Networks
• NOANET will conduct a network design meeting to ensure COA requirements are
fulfilled.
• In conjunction with NoaNet's OSP project, NOANET will conduct a competitive bid
process including providing Notice to Bidders,facilitation of a Pre-Bid meeting, and
preparation of bid analysis documentation. NoaNet may also elect to purchase
equipment off an existing competitively bid State contract to enable the best
possible options for ongoing maintenance and operation of the network,
• NOANET will facilitate contract execution with COA and the contractor.
• NOANET will design network based on a core distribution node at the library and a
GPON based distribution system based on 64 initial customers.
NETWORK IMPLEMENTATION, TEST AND TURN UP
• NOANET will conduct a pre-implementation meeting with COA,
• NOANET will provide to contractor detailed installation plans for network and
supporting equipment.
• NOANET will work with contractor to ensure current best practices are adhered to
in equipment installation and provisioning.
• NOANET will test all Ethernet links using the RFC-2544 standards.
CONTRACT CLOSEOUT, CONSTRUCTION `AS-BUILT' RECORDS
• NOANET will work with COA to identify and document any unresolved discrepancies
and facilitate correction with the contractor;
• NOANET will facilitate contract closeout tasks/documents with COA and the
contractor;
• NOANET will post "as built" records into COA's shape file platform. Subsequent
coordination is required between NOANET and COA for COA server access,transfer
of information, QC and final as-built approval.
• If COA completes the steps in this section independent of a NoaNet OSP plans
and specifications, contract and bid process, the costs for this section will be
separately priced.
PROJECT REQUIREMENTS AND ASSUMPTIONS:
• The preliminary design is considered to be the downtown area of the city and
outreaching areas. The overall area of proposed construction is 39,000 feet of aerial,
8,500 feet of underground, and approximately 275 pole attachments. Both parties
&NoaNet
11 Northwest Open Access Netruorlro
understand these numbers will change during design and engineering. In addition to
the fiber facilities, the internal facilities of one collocation center targeted at the City
Library will be included in the overall scope of this project. The entire quantity of fiber,
fiber count, number of splices cases, splices, pedestals, manholes, vaults, hand holes,
outdoor cabinets, types of electronics, splitters, couplers, and power and support
systems have not been determined yet.
• Project funding to be performed with proceeds from COA.
• NOANET assumes that NOANET or a sub-contractor will directly coordinate, install,turn
up and test fiber equipment;
• NOANET assumes that responsible parties for equipment installation include:
o Within Water Service Facilities - COA
o Coordination of fiber drop turn up, ONT placement at customer locations -
NOAN ET
• NOANET assumes there will be no private easements or consents because PSE's poles
fall within COA Right of Way and PSE has authority for the placement of their poles and
the COA will modify that authority to accommodate the placement of the fiber on the
pole owner's poles.
• SEPA/Public Hearings. This proposal does not include work associated with
development of SEPA or subsequent consultations, cultural surveys or field monitoring
that may be required. Separate scopes and budgets can be developed as cultural
resource and historic property protection needs are identified. While not anticipated,
public hearings and individual SEPA checklists may be required by individual during
permitting. If needed, this work can be accomplished on a time and materials basis
as directed by COA or NoaNet.
• Cultural Resources and Historic Properties - This proposal does not include work
associated with development of historic properties treatment plans or subsequent
consultations, cultural surveys or field monitoring that may be required. Separate
scopes and budgets can be developed as cultural resource and historic property
protection needs are identified.
• Franchises/Private Easements. This proposal does not include work associated with
acquisition of Right of way franchises/private easements. It is assumed that the
OWNER will acquire all required franchises/private easements, although this work can
be provided on a time and material basis at COA or NoaNet request.
• NOANET assumes that COA will directly apply for any required permits.
Assistance with any of these excluded services can be provided by NOANET on a time and
materials basis.
SERVICE PRICING
NOaNet.
Northwest Opera.Access Network
The services in this Scope of Work will be provided on a time and expense (T&E) basis in
accordance with the rate schedule shown in Schedule A. Attached, as Schedule A, to this
SOW is the schedule of NOANET Solutions' current hourly rates. NOANET based this proposal
on best business practices and State of Washington based construction experience. Every
effort will be made to keep costs in line with this proposal. If actual engineering costs appear
trending above the estimates the owner will be notified as soon as possible with ramifications
and possible solutions. Examples of items that could affect the project are changes in scope,
construction limitations, adverse weather, or the result of unidentified or changes made for
Federal, State, or County requirements for construction,
o Project Management/Meetings
• 160 hours will be allotted for project coordination. Assumes a project
length of nine months.
• This includes weekly project status calls
o Design and Staking
• 168 hours will be allotted for field staking and overview; this time will
include the incorporated design into shape files for the delivery and
review of COA.
o Pole Attachment Applications and Field Data Collection
• 632 hours will be allotted for all necessary steps to apply to PSE for pole
applications and permitting.
o Outside Plant Plans & Specifications, Bid Evaluation, Contract Closeout,
Construction 'As-Built' Records
▪ 96 hours will be allotted for construction scope of work development.
o Network Design and Engineering, Bid Evaluation
• 48 hours will be allotted for construction scope of work development.
o Network Implementation, Test and Turn Up
• 72 hours will be allotted for construction scope of work development.
o Construction Management
356 hours will be allotted for construction management; this is based
on a 6-week construction window to complete the project
Not to exceed without City Council approval Total NOANET Engineering
Services = $175,000.
NoaNet Management and Support - NoaNet service will be provided upon the parties
executing this entire NOANET Statement of Work (SOW). The support tasks listed
below are on a time and expense (T&E) basis and will not be exceeded.
&NoaNet.
AVOrthiwe<t Open Access Aretzvork
o Project Manager - Billing, Correspondence and Coordination - 140 hrs.
$85.00
• This task is to provide COA administrative contract support to facilitate
the outlined contracted service between NOANET and COA and includes,
but not limited to, billing, written and verbal correspondence and overall
project coordination.
o OSP and Network Engineering Support- 1094 hrs. = $105.00
• This task is to provide COA all the necessary activities associated with
field survey, pole permitting, construction management, field
networking, implementation and installation, contractor monitoring and
inspection, GIS data collection and management
o Sr. Manager- 190 hrs. = $150.00
• This task is to provide Engineering and Design Management
consultation to COA and includes but is not limited to both outside plant
and network design and engineering, compliancy and reporting
guidance, schedule and budget guidance and overall project oversight
and design.
o Director- 108 hrs. = $180.00
• This task is to provide overall project oversight and design, a method for
COA consultation on progress, implementation guidance, and client
escalation.
INVOICES AND PROGRESS REPORTS
Invoices under this SOW will be submitted to COA monthly.
CHANGES IN STATEMENT OF WORK
Any work requested by COA outside of this SOW or any additional work resulting from factors
outside the control of NOANET will be documented and approved by COA in a written Change
of Scope form. Factors outside of the control of NOANET include, but are not limited to, the
action of third party contractors and vendors, weather delays, etc. Changes in the Scope of
Work will be coordinated between NOANET and COA. These changes will be subject to the
written approval of both parties, including corresponding changes in the project budget and
schedule.
PRIORITY OF CONTRACT DOCUMENTS
In the event of a conflict within this SOW and the NOANET/TIERRA-NoaNet Master Services
Agreement, the higher priority document will be this SOW.
4 NoaNet.
11 Northwest Open Access Network
111 WORK PRODUCT AND DELIVERABLES
All methodologies utilized are the sole property of NOANET, and the COA will be granted
lifetime royalty free rights to use and modify the work product for their internal use. All work
products will be delivered in hard copy or applicable electronic formats as requested by COA.
All information related to the operations of COA and their business operations is the sole
property of the COA.
TERMINATION
Either party can terminate this agreement at any time by providing 30 business days written
notice. COA will only be responsible for payment for services to the date of termination of
the Statement of Work.
,4141r.tioallet.
I1Nen thaws,'Open Access Networks
ACCEPTANCE OF STATEMENT OF WORK
IN WITNESS WHEREOF, the parties have executed this Agreement in multiple originals
City of Anacortes (COA)
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Signature Date
Printed Name
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Title
. . Northwest,Open Access Network(NoaNet)
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signat f Date
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Title
lrNoaNet.Nt/stest Open Access Ntwork
SCHEDULE A - HOURLY RATE SCHEDULE
HOURLY RATE SCHEDULE—NOANET
DESCRIPTION HOURLY RATE
Project Manager $ 85.00
Tech Specialist/ Engineer OSP/ Engineer Network/ Field Technician $ 105.00
Sr, Engineering Specialist/Sr. Consultant/ Senior Manager $ 150.00
Director $ 180,00
Reimbursable costs and fees are additional
DESCRIPTION RATE
Airline Flight At Cost
Vehicle Rental $100.00 per day
Per Diem $82.00 per day
Hotel At Cost
Misc. Expenses such as shipping, consumables, etc. At Cost