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HomeMy WebLinkAboutIT12-154 - Other - Addendum #1 - Community Connectivity Consortium (C3) Project Agreement 70 - 07/20/2016 1 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 2 Table of Contents I. Project Summary ..................................................................................................... 3 A. Project Number 70 ............................................................................................... 3 B. Project Name ........................................................................................................ 3 C. Project Description ............................................................................................... 3 D. Lead Agency/Project Manager ............................................................................. 3 E. Participating Agencies.......................................................................................... 3 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 ................................................................................................. 10 IV. Project Budget/Payments ...................................................................................... 10 A. Budget ................................................................................................................ 10 B. Optional Services Costs ..................................................................................... 11 C. In-Kind Asset Contributions .............................................................................. 11 D. Payments ............................................................................................................ 12 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 3 I. Project Summary A. Project Number 70 B. Project Name C3 Optical Network System around Lake Washington C. Project Description This Consortium Project Agreement #70 (“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 II. 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 4 - 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 6th 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 5 Node Site Host: City of Bellevue Address: Room MEC01, 450 110th Ave NE, Bellevue, WA  King County RCECC Node Site Host: King County Address: Room 142, 3511 NE 2nd 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 120th 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:  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 6 deviations from Node Site specifications are clearly documented in Appendix B and shall be remedied by the Node Site Host prior to the Acceptance Date unless deemed an acceptable risk by the Lead Agency. III. 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@uw.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. 7 B. Node Site Hosts 1. “Node Site Hosts” means the parties listed in the following table: Project Member Contact Email Business Hour* Contact After hours Contact City of Bellevue IS Help Desk 425.452.2886 425.452.2886 King County (RCECC and Sabey Campus) KC NOC 206.263.7000 206.263.7000 Valley Communications Center Help Desk 253.372.1575 253.372.1575 University of Washington NOC 206.221.6000 206.221.6000 *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. 8 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. 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-impact, 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: 9 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 Hour* Contact After hours Contact City of Auburn Melissa Medisch Colin Schmalz Brian Garbarino 253.804.5078 253.261.1601 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 206.263.7000 *Business hours shall be considered 7 a.m.–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. 10 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 matters relating to the System may need to 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 XI.A 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 Organization Item Description Non-Recurring Cost UW Operations Recurring Cost Vendor Maintenance Recurring Cost Total Monthly Recurring Cost UW Core Optical System Equipment with Installation $90,000 N/A N/A N/A Network Service Equipment with $60,000 N/A N/A N/A Sabey Optical Node Equipment with Installation $50,000 N/A N/A N/A UW Subtotal $200,000 N/A N/A N/A C3 Core Optical System Equipment with Installation $90,000 $760 $880 $1,640 Network Service Equipment with Installation $40,000 $300 N/A $300 ValleyCom 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 ValleyCom Optical Node N/A $190 $220 $410 C3 Subtotal $133,900 $1,440 $1,320 $2,760 King County ValleyCom Optical Node Equipment with $50,000 N/A N/A N/A King County Subtotal $50,000 N/A N/A N/ATOTAL PROJECT COSTS $383,900 $1,440 $1,320 $2,760 11 *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 chassis required for any C3 services will be added to the cost of the proposed service, and invoiced by UW to C3. C. In-Kind Asset Contributions In-Kind Asset Contribution Table* Contribution Type 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 Funding (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 will 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. 12 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.  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 annual 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 C3 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 13 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. VI. 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 C3 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. VII. 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 14 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 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. VIII. 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, 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. 15 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. 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. XI. 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. 16 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. XII. 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 17 _________________________ ________ __________________ Brenda Cooper Date City Attorney Chief Information Officer City of Kirkland Approved as to Legal Form: _________________________ ________ __________________ Denis Law Date City Attorney Mayor City of Renton _________________________ ________ Bill Kehoe Date Chief Technology Officer King County _________________________ ________ Kelli Trosvig Date Vice President & Chief Information Officer University of Washington Information Technology 18 _________________________ ________ Lora Ueland Date Executive Director Valley Communications Center _________________________ ________ Chelo Picardal Date Chief Technology Officer Community Connectivity Consortium 19 Appendix A C3 Node Site Specifications 20 Appendix B C3 Site Preparedness 21 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-II, HW Rel 1.01 0061705844-03 SFP IF, 850nm, Intra-Office Reach, for 1G FC, 2G FC, and GigE, SFP/2G1/850I/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-16GU, 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 1078974400-01 SH1PCS, 1HU Packet Connectivity Shelf for Packet Optical Carrier Ethernet with Full 11G OTN Line Interface, EFEC, & GCC Communication, Includes 2x Slots for Client Cards (Kit, including Fan Module, 1x PSU filler, and 1x Client Interface filler), SH1PCS&FAN 1040974039 SH1PCS, 200W AC Power Supply Module, S/PSU/AC-200, HW Rel 1.01 1078974424-01 SH1PCS, 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/1310S/SM/LC, HW Rel 3.01 1061701850-02 10G/11G SFP+ IF, 1310 nm, Short Reach, SFP+/11GU/1310S/SM/LC, HW Rel 2.01 1061705850-02 SFP IF, 1310 nm, Standard Reach, Gigabit Ethernet (FSP 3000/FSP150) and Fast Ethernet (FSP 150 only), with Industrial Temperature Range, SFP/GBE/1310S/SM/LC/TIN, HW Rel 2.01 1061701400-01 Up to 11G XFP DWDM IF, Very Long Reach, C-Band Tunable, 81 Wavelengths, XFP/11G/DCTV/SM/LC, HW Rel 1.01 1061702000-01 Up to 11G SFP+ DWDM IF, Very Long Reach, C-Band Tunable, 96 Wavelengths, SFP+/11GU/DCTV/SM/LC, HW Rel 1.01 1063708449-01 Optical Path Protection Module, OPPM, HW Rel 1.01 1063708320 ROADM Module, 8-Degree, WSS-Based, 40 C-Band Wavelengths, 100 GHz, with WSS, 1x8 Power Splitter, and Integrated OPM, 8ROADM-C40/0/OPM, HW Rel 2.02 1063709052 Optical Amplifier, Double Stage, 20 dBm maximum output power, variable gain for low-gain applications, gain controlled (C-Band), Dual Monitoring Ports, EDFA-C-D20-VLGC-DM, HW Rel 2.01 22 Appendix D Ring Map 23 Appendix E Fiber Segment Detail Spreadsheet 24 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 Multiplexing Dense wavelength division multiplexing (DWDM) is a technology 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://searchtelecom.techtarget.com/definition/dense-wavelength-division-multiplexing Cvvsov-hLvY-Prjec—[i-hoBrendaCooperChiefInformationOfficerCityofKirklandDateCityAttorneyAppedastoLegalForm:CityAttorneyDanJordtDateAssociateVicePresidentUniversityofWashingtonInformationTechnologyLoraUelandDateDenisLawMayorCityofRentonAtteBillKehoeDateChiefTechnologyOfficerKingCounty17 C. ALJthority Each party hereby r epresents 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. XII. Approv~ls IN WITNESS WHEREOF , the parties hereto have executed this Project Agreement on the respective ·dates indicated below. Nancy Baykus Mayor ' C ity of Auburn i Toni Cramer Chief lnfo ~mation Officer City of Bellevue Jim Ferrell Mayor C ity of Federal Way Date Date Date ~ Uti/&1& te Cpoke te 17 City Attorney City Attorney City Attorney Mayor City of Kent Brenda Cooper Chief lnfo nmation Officer City of Kirkland Denis Law Mayor City of Renton Bill Kehoe Chief Tec~nology Officer King County Date Date Date Dan Jordt 1 Date Associate .Vice President University ,of Washington Information Technology 18 City Attorney Approved as to Legal Form : City Attorney