HomeMy WebLinkAboutAgenda Packet 12/13/2011Utility Advisory Committee
Jack Pittis Conference Room
Port Angeles, WA 98362
December 13, 2011 4:00 PM
AGENDA
I. Call To Order (4:00 PM in Jack Pittis Conference Room)
II. Roll Call
III. Approval Of Minutes For November 8, 2011
IV. Late Items
V. Discussion Items:
A. BPA Residential Exchange Program Settlement Agreement Amendment
No. 1 (verbal report only)
B. Draft New Large Single Electrical Loads Introduction
C. Electrical Work Permit Fee Corrections
VI. Information Only Items:
A. Solid Waste Collection and Recycling Survey
B. Low Income Weatherization Utility Discounts Ordinance (verbal
report only)
C. Industrial Transmission Electric Rate Ordinance and Letter Agreement
Update (verbal report only)
VII. Joint Utility Advisory Committee /City Council Work Session Items (5:00 PM in
Council Chambers):
A. Wireless Mobile Data System Acquisition and Integration Agreement
B. Columbia Telecommunications Corporation Professional Services
Agreement Amendment No. 1
C. Wireless Mobile Data System Operation, Management Maintenance
Agreement
D. Wireless Mobile Data System Retail Service Provider Agreement
VIII. Discussion Items Continued:
A. Wireless Mobile Data System Acquisition and Integration Agreement
B. Wireless Mobile Data System Professional Services Agreement
Amendment No. 1
C. Wireless Mobile Data System Operation, Management Maintenance
Agreement
D. Wireless Mobile Data System Retail Service Provider Agreement
E. On -Call Wastewater Utility Engineering Professional Services Agreement
Amendment No. 1
F. Local Source Control Program Grant
G. Maintenance Contract WW -11 -036; Wastewater Sewer System Cleaning
and Video Inspection
IX. Next Meeting Date: After agenda item VII the meeting will be continued to
December 15, 2011 beginning at 3:00 PM in the Vern Burton Meeting Room
X. Adjournment
N. \uac \final \121311
UAC Assigned
Councilmembers Present:
Other Councilmembers
Present:
Other Councilmembers
Absent:
Utility Advisory
Committee Members
Present:
Utility Advisory
Committee Members
Absent:
Staff Present:
Others Present:
IV. Late Items:
None.
V. Discussion Items:
City Council Special Meeting /Utility Advisory Committee
Jack Pittis Conference Room
Port Angeles, WA 98362
November 8, 2011
3:00 p.m.
L Call To Order
Chairman Dan Di Guilio called the meeting to order at 3:00 p.m.
II. Roll Call
Dan Di Guilio, Cherie Kidd, Brooke Nelson
Max Mania
Don Perry, Brad Collins, Patrick Downie
Dean Reed, Paul Elliott (3:02)
N/A
Kent Myers, Glenn Cutler, Bill Bloor, Larry Dunbar, Yvonne
Ziomkowski, Phil Lusk, Sondya Wray, Rick Hostetler, Nathan West,
Terry Gallagher, Dan McKeen
N/A
III. Approval Of Minutes
Chairman Dan Di Guilio asked if there were any corrections to the minutes of October 11, 2011.
Committee Member Dean Reed moved to approve the minutes. Cherie Kidd seconded the motion,
which carried unanimously.
A. Telecommunications Utility Establishment
Terry Gallagher pulled this item from the meeting agenda, which will be discussed at a future date.
B. Broadband Technology Opportunities Program Available Match
1
II. ROLL CALL:
)ORTANGELES CITY COUNCIL SPECIAL/REGULAR
MEETING
W A S H I N G T O N U S A
I. CALL TO ORDER SPECIAL MEETING:
Members Present:
Mayor Di Guilio
Deputy Mayor Perry
Councilmember Collins
Councilmember Downie
Councilmember Kidd
Councilmember Mania
Councilmember Nelson
Staff Present:
Manager Myers
Attorney Bloor
Clerk Hurd
G. Cutler
T. Gallagher
D. McKeen
N. West
Y. Ziomkowski
III. PLEDGE OF ALLEGIANCE:
Led by:
December 13, 2011
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Terry Gallagher, Chief of Police, gave a short summary of the current information regarding the
funding arrangement with the Broadband Technology Opportunities program. There was a lengthy
discussion.
Brooke Nelson moved to recommend City Council support the proposed components and
amounts that comprise the City's available match to NoaNet for the BTOP sub grant. Dean
Reed seconded the motion, which carried unanimously.
C. Clallam County Public Utility District No. 1 Telecommunications Right -Of -Way
License Renewal No. 2
Larry Dunbar, Deputy Director of Power Systems discussed the benefits to renewing the Clallam
County Public Utility District Telecommunications Right -of -Way License Agreement. A brief
discussion followed.
Dean Reed moved to recommend City Council authorize City Manager to renew the
Telecommunications Right -Of -Way License with the Clallam County Public Utility District for
an additional five -year term, and make minor modifications, if n ec essary. Brooke Nelson
seconded the motion, which carried unanimously.
VI Information Only Items:
A. 2012 Low Income Weatherization Project
Information only. No action taken.
B. Advance Metering Infrastructure System Update (Verbal report only)
Information only. No action taken.
C. Wireless Mobile Data System Update (Verbal report only)
Information only. No action taken.
VIII. Next Meeting Dates: December 13, 2011: 4 -5 p.m. regular meeting,
5 -7 p.m. work session
December 15, 2011: Continuation 3 -5 p.m.
IX Adjournment: 3:44 p.m.
Dan Di Guilio, Mayor Janessa Hurd, City Clerk
Dan Di Guilio, Chair Utility Advisory Sondya Wray, Administrative Specialist
Committee
2
PORTANGELES
W A S H I N G T O N U.S.A.
Utility Advisory Committee Memo
Date: December 13, 2011
To: Utility Advisory Committee
From: Phil Lusk, Power Resources Manager
Subject: Draft New Large Single Electrical Loads Introduction
Summary: The Electric Utility needs to establish a policy for new large single electrical loads to
address how marginal power supply costs will be recovered. With the assistance of the Western
Public Agencies Group, staff has prepared a draft of a new large single load ordinance for
discussion purposes.
Recommendation: For information only, no action requested.
Background /Analysis: The Pacific Northwest Electric Power Planning and Conservation
Act (Act) defines a New Large Single Load (NLSL) for the Bonneville Power Administration
(BPA) to be any new load or expansion of an existing load at a single facility whose power
requirements increase by 10 average megawatts (aMW) or more in any consecutive 12 month
period as compared to its consumption during the immediately preceding 12 -month period For
the City's Electric Utility, staff recommends the NLSL be 2 aMW (equivalent to 1,460,000 kWh
or about 1,100 average residential customers) under the new BPA wholesale tiered rate
methodology (TRM).
Under the BPA wholesale TRM that became effective on October 1, 2011, load requirements in
excess of our "High Water Mark" (HWM) will be purchased at higher wholesale power prices
"Tier 2 The short-term wholesale rate alternative selected by the City is 0.04648 per kWh,
which is about 50% higher than the Tier 1 rate and much less of an impact than anticipated. If a 2
aMW NLSL requests retail electric service, Tier 2 power costs using today's retail rate setting
practices would be rolled into the total Electric Utility's revenue requirement with the potential to
increase retail rates by about 1.5% for all of the City's retail electric customers. In contrast, a 10
aMW NLSL could increase retail rates by about 6.5%
There are two key NLSL issues: the aMW level the City establishes for its NLSL, and if the Tier 2
power supply costs associated with serving a NLSL are shared with all retail electric customers.
Quite simply, a NLSL could either result in significantly more expensive retail rates for the new
customer or a modest retail rate impact for all customers. The issue presents the classic policy
trade -off between encouraging economic development by providing competitive rates for NLSL's,
1
Bonneville Power Administration (2001) New Large Single Load Policy
N \UAC \Original \New Large Single Load docx
New Large Single Load
December 13, 2011
Page 2
or making new customers face the marginal power supply costs that they impose on the system.
Staff is confident that Tier 2 power purchases should be delayed until at least 2014 as long as we
continue to experience historical customer growth, maintain our expanded energy conservation
program, and there are no reductions to the federal based system. However, a NLSL policy should
be developed in the coming months as a safety net in case a large commercial or industrial
customer expands or a new one locates in our service territory.
With the assistance of the Western Public Agencies Group, staff has prepared a draft of a new
large single load ordinance for discussion purposes, which has not yet been reviewed by the City
Attorney. Staff anticipates returning to the Utility Advisory Committee with a final draft NLSL
ordinance for its consideration no later than its February 2012 meeting.
ORDINANCE NO.
AN ORDINANCE of the City of Port Angeles, Washington,
relating to Electricity Services and Charges; adding a new section, 13.12.074,
to Chapter 13.12 of Title 13 of the Port Angeles Municipal Code
WHEREAS, the City Council does hereby find that there is need to establish a rate for
electricity services and charges for the purpose of providing the same to large new customer
loads and significant expansions of existing customer loads.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT ANGELES do
hereby ordain as follows:
Section 1. Chapter 13.12 of Title 13, Public Utilities, of the Port Angeles Municipal
Code is hereby amended by adding a new Section 13.12.074 of PAMC, to read as follows:
13.12.074 New or Expanded Loads
A. Applicability. This schedule applies to any General Service Demand or Primary Service
account which is either a new load not previously connected to the electrical distribution
system, or an expansion to a load previously connected to the electric distribution
system, that is either equal to or exceeds 3 MW of new connected load or is equal to or
exceeds 2 aMW of load previously connected to the electrical distribution system using
calendar year 2011 as the base year. This schedule does not apply to loads designated
by the City or the Bonneville Power Administration as New Large Single Loads.
B. Character of Service. Sixty- cycle, alternating current at such phase and vbltage as the
City may have available will be furnished under this schedule, applied through a single
meter and one point of delivery.
C. New Loads. Rates for a new load connected to the electrical distribution system after
December 31, 2012 shall be charged as follows based on the energy and demand usage
for each month as measured by the account meter.
1. Uniform Rate. Loads subject to this schedule will be charged the cost of
generation and transmission services incurred by the City for such service from the
Bonneville Power Administration under the Priority Firm Public Rate, Tier 2 Charges,
including without limitation the charges for Unanticipated Load Service. The type of
Tier 2 power so procured shall be determined by the City in its sole discretion.
2. Diurnally Differentiated Rate. If the City can procure power from the Bonneville
Power Administration under the Priority Firm Public Rate, Tier 2 Charges, with
—1—
deliveries differentiated diurnally, the City may in its sole discretion offer loads subject
to this schedule service hereunder that is diurnally differentiated.
3. Adjustments to Rate. The City Council, as a part of the annual budget process,
may reduce the rate applicable to an account under this schedule if the City determines
in its sole discretion on an annual forecast basis, by use of a cost of service analysis or
other accepted econometric methods, that the economic impact within the City of the
new or expanded load will generate additional revenues for the City that exceed the
marginal cost of service.
4. Transmission Charges. The monthly wholesale transmission costs to the City,
including energy, demand and any other charges incurred by the City to provide service
to an account for a new load under this schedule.
5. Charges and Credits. Any other wholesale generation or transmission charges or
credits incurred by the City to provide service to an account under this schedule.
6. Basic Charge. A basic charge shall apply as determined by the Director in
accordance with Section 13.12.041, 13.12.043, or 13.12.060.
7. Taxes. An amount calculated to recover the actual tax obligation of the Electric
Utility and City for State Public Utilities tax and City Public Utility tax and any other
applicable taxes.
8. Distribution Charge. For a new load not previously connected to the electrical
distribution system, -a distribution charge determined,by multiplying 0.40 times the sum
of Items 1 -6 above shall apply.
E. Expanded Loads. Rates for an expansion to a load after December 31, 2012 that is
connected to the electrical distribution system prior to January 1, 2013 shall be charged
the following based on the energy and demand usage for each month as measured by the
account meter.
1. Existing Load Charges. The customer's monthly energy, demand consumption,
and basic charge in calendar year 2011 shall continue to be charged as determined by the
Director in accordance with Section 13.12.041, 13.12.043, or 13.12.060.1.
2. Uniform Rate. Monthly loads in excess of the same corresponding month in
calendar year 2011 will be charged the cost of generation and transmission services
incurred by the City for such service from the Bonneville Power Administration under
the Priority Firm Public Rate, Tier 2 Charges, including without limitation the charges
for Unanticipated Load Service. The type of Tier 2 power so procured shall be
determined by the City in its sole discretion.
3. Diurnally Differentiated Rate. If the City can procure power from the Bonneville
Power Administration under the Priority Firm Public Rate, Tier 2 Charges, with
deliveries differentiated diurnally, the City may in its sole discretion offer loads subject
to this schedule service hereunder that is diurnally differentiated.
-2-
4. Adjustments to Rate. The City Council, as a part of the annual budget process,
may reduce the rate applicable to an account under this schedule if the City determines
in its sole discretion on an annual forecast basis, by use of a cost of service analysis or
other accepted econometric methods, that the economic impact within the City of the
new or expanded load will generate additional revenues for the City that exceed the
marginal cost of service.
5. Transmission Charges. The monthly wholesale transmission costs to the City,
including energy, demand and any other charges incurred by the City to provide service
to an account for an expanded load under this schedule.
6. Charges and Credits. Any other wholesale generation or transmission charges or
credits incurred by the City to provide service to an account under this schedule.
7. Taxes. An amount calculated to recover the actual tax obligation of the Electric
Utility and City for State Public Utilities tax and City Public Utility tax and any other
applicable taxes.
Section 2 Severabilitv. If any provisions of this Ordinance or its applications to any
person or circumstances is held to be invalid, the remainder of the Ordinance or application of
the provisions of the Ordinance to other persons or circumstances is not affected.
Section 3 Effective Date. This ordinance, being an exercise of a power specifically
delegated to the City legislative body, is not subject to referendum. This ordinance shall take
effect five (5) days after passage and publication of an approved summary thereof consisting of
the title.
Section 4 Corrections. The City Clerk and the codifiers of this ordinance are authorized
to make necessary corrections to this ordinance including, but not limited to, the correction of the
scrivener's /clerical errors, references, ordinance numbering, section /subsection numbers and any
references thereto.
PASSED by the City Council of the City of Port Angeles at a regular meeting of said
Council held on the day of 2012.
Dan Di Guilio, Mayor
Janessa Hurd, City Clerk
PUBLISHED: 2012
By Summary
ATTEST: APPROVED AS TO FORM:
-4-
William E. Bloor, City Attorney
PORTANGELES
W A S H I N G T O N U.S.A.
City Council and Utility Advisory Committee Memo
Date: December 13, 2011
To: Utility Advisory Committee
From: Larry Dunbar, Deputy Director of Power Systems
Subject: Electrical Work Permit Fee Corrections
Summary: The proposed ordinance amendment adds two fees that were requested by electrical
contractors that were overlooked by staff.
Recommendation: Favorable a favorable recommendation to City Council to proceed with
a public hearing on electrical work permit fee adjustments for the Electric Utility.
Background /Analysis: On October 18, 2011, City Council adopted adjustments to the
electric work permit fees. Staff recently discovered that two items requested by electrical
contractors were overlooked by staff and not included in the October 18, 2011 action. Staff now
proposes to amend item "0" of section 3.70.100 of the Port Angeles Municipal Code to add the
following fees:
1. Residential Electrical Work Permit and Fees.
z. Addition of un to 4 circuits 575.00
2. Non Residential Electrical Work Permit and Fees.
dd. Addition of un to 4 circuits $86.00
Following a brief presentation, staff will seek the recommendation of the Utility Advisory
Committee to City Council to proceed with a public hearing on the electrical work permit fee
corrections for the Electric Utility. The proposed City Council public hearing is December 20,
2011 for a brief presentation and to allow public input to the process after the presentation. The
public hearing would be continued to January 3, 2012 at which time the public hearing will be
closed. The proposed fees would go into effect immediately on Wednesday, January 4, 2012 so
that they accompany the other changes.
N \UAC \Final \Electrical Work Permit Fee Corrections doe
Date:
To:
From:
Subject:
ORTANGELES
W A S H I N G T O N U.S.A.
Utility Advisory Committee Memo
December 13, 2011
Utility Advisory Committee
Randall Brackett, P.E., Deputy Director of Operations
Larry Dunbar, Deputy Director of Power Systems
Solid Waste Collection and Recycling Survey
Summary: Residential customers will be surveyed in early 2012 to solicit input about possible
changes in garbage and recycling collection services beginning in 2013. The results will be
presented and discussed at a series of town halls in the spring of 2012 and later with the Utility
Advisory Committee as part of a fall 2012 rate study.
Recommendation: For information only, no action requested.
Background /Analysis: In July 2006, the Solid Waste Collection Division began offering an
every- other -week garbage service option to residential customers at a lower cost than weekly
collection. At the same time, the City began a mixed cart "single stream" curbside recycling
service, the cost of which has been included in the garbage rate. In addition, back in 2006 the City
established a separate monthly fee for yard waste service.
At this time, 46% of residential customers receive weekly garbage collection, 54% of residential
customers receive every- other -week garbage collection, 78% of all residential customers
participate in curbside recycling, and 36% of all residential customers receive curbside yard waste
collection services. Rates charged for weekly garbage collection (which include the cost of
recycling) have decreased by 3.3% since 2006. Rates charged for every- other -week garbage
collection (which include the cost of recycling) have decreased by 12.4% since 2006. The Solid
Waste Collection Utility has been using reserves to balance its budget for several years and staff
has been directed to look for ways to reduce operating costs. Staff intends to conduct a survey to
gather customer input on the following:
A possible mandatory every- other -week garbage collection service,
An optional monthly garbage collection service, and
Establishing a separate charge for recycling and garbage collection.
The attached draft survey will be sent out in the January 2012 utility bills and available on the
City's website. Survey results will be presented and discussed at a series of town hall meetings in
the spring of 2012 and later with the Utility Advisory Committee as part of a fall 2012 rate study.
N: \UAC \Final \Solid Waste Collection and Recycling Survey docx
City of Port Angeles Residential Solid Waste Collection Customer Survey
The City is looking for input on how to reduce the operating costs for residential solid waste collection services.
The options that may be considered include a mandatory every- other -week garbage collection service, an optional
monthly garbage collection service, and creating a separate charge for recycling. There are no changes to
commercial garbage collection services being considered at this time.
Please complete and return the below survey no later than February 17, 2012. If you have Internet access you can
complete the survey online at www.citvofaa.us. Survey results will be presented and discussed at a series of town
hall meetings in the spring of 2012. Afterward, survey results and input from town hall meetings will be shared
with the Utility Advisory Committee and City Council.
1. How full is your garbage container on collection day?
o Full to overflowing
o 3/ full
o %full
o 1/2 full or less
3. Current weekly garbage customers only: Would you
object to a mandatory every- other -week garbage
collection service?
o Yes
o No
S. Current recycling customers only: How often do you
put out your recycling cart?
o Every- other -week
o Once per month
o Only when it's full
o No longer using cart
7. Recycling costs are currently included in garbage
collection charges. If this was changed so garbage and
recycling are charged separately on your bill would you
still recycle?
o Yes
o No
9. Current recycling customers only: If you are recycling
less, is it because?
o I'm buying less, so I have less to recycle
o I'm buying products with less packaging
o I put recyclables in the garbage instead
o Other
2. How often do you have your garbage picked up?
o Weekly garbage collection
o Every- other -week garbage collection
4. Current every- other -week garbage customers only:
Would you be interested in an optional monthly garbage
collection service?
o Yes
o No
6. Current recycling customers only: How full is your
recycling cart when rolled out?
o Full to overflowing
o full
o %:full
o 1/2 full or less
8. Current recycling customers only: Compared to a year
ago, are you recycling?
o About the same amount
o More
o Less
10. How often do you recycle glass at any of the City's
recycling centers including Swain's, Transfer Station,
Albertsons, and Port Angeles Plaza East?
o Every- other -week
o Once per month
o I put glass in the garbage instead
o Other
From:
PRTAETES
W A S H I N G T O N U.S.A.
City Council and Utility Advisory Committee Memo
Date: December 13, 2011
To: Utility Advisory Committee
Terry Gallagher, Police Chief
Dan McKeen, Fire Chief
Nathan West, Director of Community and Economic Development
Glenn Cutler, Director of Public Works and Utilities
Subject: Wireless Mobile Data System Acquisition and Integration Agreement
Summary: At the direction of the City Council, staff and Columbia Telecommunications
Corporation in cooperation with the Northwest Open Access Network completed the procurement
process for the Wireless Mobile Data System Design and Construction. A total of sixteen vendors
participated in the process and five vendors submitted proposals. After evaluations, interviews,
and reference checks, Capacity Provisioning, Inc. and sub contractors Cascade Networks, Inc.,
Aruba Networks, Inc. and Olympic Electric Company, Inc. was determined to be the vendor whose
proposal is the most advantageous to the City.
Recommendation: Forward a favorable recommendation to City Council to approve and
authorize the City Manager to sign the Wireless Mobile Data System Acquisition and
Integration Agreement with Capacity Provisioning, Inc. in an amount not to exceed
$2,577,922.00, and to make minor modifications to the agreement, if necessary.
Background /Analysis: On June 19, 2006, City Council incorporated the Wireless Technology
Plan as part of the City's annual Capital Facilities Plan for the Police and Fire Departments. On
March 17, 2009, following a competitive process, City Council approved a consulting agreement
with Columbia Telecommunications Corporation (CTC) to prepare the Wireless Technology Plan.
On July 21, 2009, City Council authorized CTC to prepare a system -level design, cost estimate,
Business Case Evaluation (BCE), and a grant application for a Wireless Mobile Data System
(WMDS).
In early 2010, the City submitted a sub -grant application in cooperation with the Northwest Open
Access Network (NoaNet) under the Broadband Technology Opportunities Program (BTOP). The
City's sub -grant included CTC's system -level design within the City and the Lower Elwha
Klallam Tribe (LEKT), comprising a total of 240 wireless access points and 44 interconnections to
the fiber optic network under the Metropolitan Area Network Services Agreement.
Wireless Mobile Data System Acquisition and Integration Agreement
December 13, 2011
Page 2
Communications equipment necessary for vehicles was also included in the sub -grant application
for the City (Police, Fire and Public Works and Utilities Departments), Fire Districts 2 and 3,
Clallam County Sheriff, and the LEKT. The total estimated capital cost of the proposed project
was $3.7 million with a 30% City match of $1.1 million.
In August 2010, the NoaNet was awarded a grant under the BTOP, which included the City's sub
grant for a WMDS. On November 9, 2010, the Utility Advisory Committee received an update on
the CTC BCE based on the assumption of City ownership, Operation, Management, and
Maintenance (OM &M). The update included a mobile data radio life expectancy of 12 -20 years,
which resulted in an anticipated monthly charge $70 per vehicle (without depreciation or aircard
discount). The estimated monthly depreciation was an additional $30 per vehicle, which could be
added to the monthly charges or delayed until after the equipment warranty period expires. Based
on the charges proposed in the OM &M Services Agreement and the revenues anticipated in the
Retail Service Provider Agreement (which will be separately considered at today's meeting) am-.
initial monthly charge of $70 per vehicle beginning in 2013 is anticipated to be adequate including
depreciation. The initial monthly charge should be reviewed and reconsidered as part of the City's
2014 proposed budget process.
It was evident from the BCE that without the BTOP grant, the City's WMDS needs will continue
to be unmet indefinitely. Although the BCE assumed City ownership and City OM &M for its own
needs, CTC and staff recommend that design, construction, OM &M, and retail services be
outsourced. CTC shared that under an outsourcing approach the worst possible outcome should be
that the vendor would be able to cover all operating costs and capital replacements, and that the
best possible outcome may be that the City has surplus funds to support new telecommunications
initiatives. Based on the proposed OM &M Services Agreement and the Retail Service Provider
Agreement (which will be separately considered at today's meeting because they do not qualify for
grant funding) an outsourcing approach appears to be successful. An assumption going forward is
that traditional costs allocated to utilities (e.g., administrative charges, emergency management
allocation, information technology charges, etc.) will not apply to the future telecommunications
utility, however, this approach should be reviewed and reconsidered as part of the City's 2014
proposed budget process. For further financial proforma please refer to the attached WMDS
Funding Sources and Uses Statement and the Forecasted Income Statement.
On March 15, 2011, City Council approved the Participation Agreement with NoaNet to proceed
with the City -owned WMDS. On April 19, 2011, City Council, by resolution, established a
restricted cash account for the City's match to comply with the sub grant. At the same meeting
City Council adopted the Federal Communications Commission Policy Statement FCC 05 -151
regarding an open access policy for retail service providers.
On May 17, 2011, following a second competitive process, City Council selected and authorized
CTC to assist the City to prepare the WMDS Design and Construction Request for Proposal (RFP).
The RFP included requirements for design and construction services, including a technical
proposal and a charge proposal. The technical proposal included a system level design, geographic
coverage areas, and the proposed equipment and technologies. The charge proposal divided the
cost of the project into three phases including 1) detailed design, 2) construction of the WMDS
throughout the majority of the City, and 3) construction of the WMDS within the remainder of the
City.
N \UAC \Final \WMDS Design Construction Agreement doc
Wireless Mobile Data System Acquisition and Integration Agreement
December 13, 2011
Page 3
The RFP was released on July 22, 2011, with advertisements placed in the Seattle Daily Journal of
Commerce, Builders Exchange, Peninsula Daily News, the Northwest Public Power Association,
and was also placed on the City's website. Staff also notified all local telecommunications service
providers about the RFP including Wave Broadband, Century Link, Capacity Provisioning, Inc.,
Olypen, Inc., Olympus Net, and Olympic WiFi.
A total of 40 vendors expressed interest, 18 of which registered with the City to participate in the
RFP procurement process, resulting in 5 vendors submitting proposals (Capacity Provisioning,
Inc., Lockheed Martin, Federal Signal, ID Consulting Solutions, and INX, Inc.). The proposals
from all vendors were determined to be responsive to the RFP and all vendors were invited to
participate in an interview.
A staff project team, and Rich Nall, Coordinated Services Manager, representing. NoaNet,.and:Greg•
Helwick, Network Analyst, representing Clallam County, were assembled to work with CTC
during the procurement process. CTC and team members participated in the evaluation of
proposals and charges, interviews, reference checks, and vendor selection. It is important to note
that Capacity Provisioning, Inc. and sub contractors Cascade Networks, Inc., Aruba Networks, Inc.
and Olympic Electric Company, Inc. was the only vendor that submitted a proposal that was within
the City's budget. As a result of the evaluations, interviews and reference checks, Capacity
Provisioning, Inc. in and sub contractors Cascade Networks, Inc., Aruba Networks, Inc., and
Olympic Electric Company, Inc. was determined to be the most qualified vendor whose proposal is
the most advantageous to the City with price and other factors considered.
Staff previously indicated that there may be a need to consider a change order for the Street
Lighting Upgrades Project No. CL05 -2009 for replacement bracket arms to accommodate the
Wireless Access Points. This is no longer necessary.
A summary of the WMDS Design and Construction RFP procurement schedule is provided below.
Milestone
RFP advertisement
Pre proposal conference
Proposal deadline
Vendor interviews
Proposal review and evaluation
Vendor negotiations
City Council Utility Advisory Committee work session
Utility Advisory Committee consideration
City Council contract award
N \UAC Final \WMDS Design Construction Agreement doc
Completion Date
July 22, 2011
August 5, 2011
September 30, 2011
October 21, 2011
October 24, 2011
November 18, 2011
December 13, 2011
December 15, 2011
December 20, 2011
Status
Complete
Complete
Complete
Complete
Complete
Complete
Wireless Mobile Data System Acquisition and Integration Agreement
December 13, 2011
Page 4
At today's meeting, staff will provide a presentation on the Acquisition and Integration Agreement
negotiated with Capacity Provisioning, Inc. and sub contractors Cascade Networks, Inc., Aruba
Networks, Inc., and Olympic Electric Company, Inc. The latest draft Acquisition and Integration
Agreement is attached and is being reviewed by the City Attorney. All vendor proposals are
available for review at City Hall in the Public Works and Utilities engineering office, confidential
computer network security- related information has been removed from all documents.
Time is of the essence and the City has to spend 67% of the sub -grant funds before November
2012 and the remaining 33% of the sub -grant funds must be spent before August 2013.
If City Council approves the proposed WMDS Acquisition and Integration Agreement, staff will
return to the Utility Advisory Committee early next year to consider the establishment of a
Telecommunications Utility'and Telecommunication Fund ordinances.
Attachments: WMDS Funding Sources and Uses Statement
WMDS Forecasted Income Statement
Latest draft WMDS Acquisition and Integration Agreement
Definition of Acronyms
N \UAC\Final \WMDS Design Construction Agreement doc
Wireless Mobile Data System Funding Sources
Broadband Technology Opportunities Program (BTOP) Sub -Grant
2012 Wastewater Utility budget new fiber network sites (collocated sites)
2011 Electric Utility budget new fiber network sites (collocated site)
General Fund (Criminal justice)
Total Funding Source
Wireless Mobile Data System Funding Uses
Acquisition and Integration Agreement
Schedule A Design
Schedule B Contruction (Majority of City)
Schedule C Construction (Remainder of City)
Schedule D _Integration
Schedule D Underground Work
Schedule D Airport Coverage Option
Schedule D Ediz Hook Coverage Option
Schedule D USCG Coverage Option
Schedule D Uninteruptible Power Supply Option
Schedule D VOIP Option
Schedule D In Car Camera System Option
Acquisition and Integration Agreement Funding Uses Sub -Total Including Taxes 2,577,922
BTOP/NoaNet environment assessment
BTOP/NoaNet required signage (estimate)
Outside consultant (engineering)
Outside consultant (onsite inspector)
Electric Utility power connections (estimate)
Electric Utility streetlight standard re- conductoring (estimate)
Travel and training (estimate)
2012 operating expenses
NoaNet directed services contingency
WMDS Acquisition and Integration Agreement contingency (4.3
Other Funding Uses Sub -Total Including Taxes
2,559,036
100,000
18,027
300,000
s 2,977,063
113,909
1,383,623
381,298
r ,551,9.28
35,396
20,349
45,288
13,428
32,705
14,217
2,500
134,500
30,000
30,000
12,000
5,000
28,014
15,783
127,127
399,141
Total Funding Uses 2,977,063
Construction
As of the years ended, 2012
Net Sales
Public Safety and Public Works Utilities
Total
Cost ofgoods sold
Depreciation
Network Maintenance
Total
Gross revenue (loss)
Other operating income
Retail Service Providers
Total
Gross revenue and other operating income
Operating expenses
Network Operation and Management
Electrical Charges
Pole Attachment Charges
Network Service Charges Public Safety
Network Service Charges Public Access
Personnel (Contract Administration)
Hardware /Software Fees
Insurance
Administrative Charges
Information Technology Charges
Equipment Services Charges
Transfers to Other Funds
Emergency Management Allocation
PW Administration Charges
Total
Operating income (loss)
Nonoperating income (expense)
Interest expense
Total
Income before taxes
add Depreciation
less Principal Payments
Total
Cash flow before taxes
N \UAC \Final \WMDS Design Construction Agreement doc
Wireless Mobile Data System Forecasted Income Statement
53,760 53,760 53,760 53,760
53,760 53,760 53,760 53,760
(52,636) (52,636) (52,636) (52,636)
(4,560) (4,560) (4,560)
(52,636) (57,196) (57,196) (57,196)
1,124 (3,436) (3,436) (3,436)
72,000 74,160 76,385 78,676
72,000 74,160 76,385 78,676
73,124 70,724 72,949 75,241
(28,383) (28,383) (28,383) (28,383)
(2,711) (4,130) (4,253) (4,381) (4,512)
(277) (476) (476) (476) (476)
(15,575) (26,700) (26,700) (26,700) (26,700)
(9,450) (16,200) (16,200) (16,200) (16,200)
(1,200) (1,236) (1,273) (1,311)
Year Year Year Year
2013 2014 2015 2016
(28,014) (77,088) (77,248) (77,413) (77,583) (77,757)
(28,014) (3,964) (6,524) (4,464) (2,342) (156)
(28,014) (3,964) (6,524) (4,464) (2,342) (156)
52,636 52,636 52,636 52,636 52,636
52,636 52,636 52,636
(28,014) 48,672 46,112 48,172
Wireless Mobile Data System Statement of Owner's Equity
Owner's equity, beginning 418,027 2,949,050 2,945.086 2,938,562
add BTOP/NoaNet sub -grant 2,559,036
Income before taxes (28,014) (3,964) (6.524) (4,464)
less Distribution to owners
Owner's equity, ending 2,949,050 2,945,086 2,938,562 2,934,098
NOTE: These projections have been prepared to correspond with operating cycles consistent with the project
the WMDS Acquisition Integration, OM &M, and Retail Service Provider Agreeements. Significant assume
forecasted statements.
52,636 52,636
50,294 52,479
2,934,098 2,931,756
2,931,756 2,931,600
facilities completion, and
bons are integral to these
Year
2017
53,760
53,760
(52,636)
(4,560)
(57,196)
(3,436)
81,037
81,037
77,601
(28,383)
(4,648)
(476)
(26,700)
(16,200)
(1,351)
(2,342) (156)
N \UAC \Final \WMDS Design Construction Agreement doc
Definition of Acronyms
BCE means Business Case Evaluation.
BTOP means Broadband Technology Opportunities Program.
CTC means Columbia Telecommunications Corporation.
FCC means Federal Communications Commission.
GHz means gigahertz and is used to describe the frequency of electromagnetic waves and
computer clock speeds.
Hot spot generally refers to small areas of intense or important WiFi Internet access activity
embedded in a larger area of relative calm.
Internet access service means a variety of technologies (e.g., WiFi, dial -up, cable modem, DSL)
and service plans (e.g., Tier 1, 2, 3) to allow customers to connect to the Internet.
LEKT means L' over Elwha Klallam Tribe.
Mbps means megabits per second, where a megabit is 1 million bits. It's the transmission speed of
a data transfer. Download Mbps refers to the speed of data transfer from the Internet to a
customer. Residential customers typically select the Service Tier based on their download needs.
Upload Mbps refers to speed of data transfer from a customer to the Internet. Commercial
customers typically select the Service Tier based on their upload needs.
Network service means a point -to -point connection to allow communications directly from one
computer to another. Network service does not have the same meaning as Internet access service.
NoaNet means Northwest Open Access network.
OM &M means Operation, Management Maintenance of the WMDS.
RFP means Request for Proposal.
Service Tier 1, 2 or 3 refers to the service level in Mbps and monthly charge. As you increase the
Tier the Mbps and monthly charge typically increase.
Value -Added means adding the wireless mobile service to a customer within the City of Port
Angeles that maintains their current cable modem or digital subscriber line (DSL) service.
Walled Garden refers to a closed or exclusive set of Internet access services provided for
customers, which is in contrast to giving customers unrestricted access to the Internet. An
example of a walled garden is a hot spot at an airport that provides free Internet access to
restaurants and gift shops at the airport, and unrestricted access to the Internet at a charge.
WiFi stands for Wireless Fidelity and is a mechanism for wirelessly connecting electronic devices.
WiFi is the standard method to connect a high -speed local area network via wireless
transmitter /receiver. WiFi is convenient for mobile Internet users and can bring service to areas
where wiring would be costly. WiFi service range is short, and penetration through building walls
is limited.
WMDS means the Wireless Mobile Data System.
Date:
To:
From:
Subject:
Summary:
construction,
PORTANGELES
W A S H I N G T O N U.S.A.
City Council and Utility Advisory Committee Memo
December 13, 2011
Utility Advisory Committee
Terry Gallagher, Police Chief
Dan McKeen, Fire Chief
Nathan West, Director of Community and Economic Development
Glenn Cutler, Director of Public Works and Utilities
Wireless Mobile Data System Professional Services Agreement Amendment No. 1
The proposed amendment includes additional professional services during design,
and acceptance of the Wireless Mobile Data System.
Recommendation: Subject to a favorable recommendation to approve the Wireless Mobile
Data System Acquisition and Integration Agreement, forward a favorable recommendation
to City Council to authorize the City Manager to sign Amendment No. 1 to the professional
services agreement with Columbia Telecommunications Corporation in an amount not to
exceed $164,500.00, which increases the maximum compensation under the agreement from
$65,400.00 to $229,900.00, and to make minor modifications to the agreement, if necessary.
Background /Analysis: At the direction of the Northwest Open Access Network (NoaNet), earlier
this year staff completed a Request for Qualifications (RFQ) process to select a consultant for
professional services in support of the City's Broadband Telecommunications Opportunities
Program (BTOP) grant. A total of 4 consultants submitted their qualifications in response to the
RFQ and Columbia Telecommunications Corporation (CTC) was selected to provide professional
services to the City under the Northwest Open Access Network sub -grant for the Wireless Mobile
Data System (WMDS).
On May 17, 2011, City Council approved a professional services agreement with CTC that
included a scope of work to prepare the RFP, provide support to the City prior to the proposal due
date, evaluating proposals, and support during contract negotiation. The proposed amendment
includes additional professional services during the design, construction, and acceptance of the
WMDS. A fee not to exceed $164,500.00 was negotiated for the additional services. The prior
and future services provided by CTC qualify for the City's match under the BTOP grant.
Attachment: Professional Services Agreement Amendment No. 1
CTC Professional Services Proposal
N \UAC \Final \CTC Professional Services Agreement Amendment 1 doc
W A S H I N G T O N U.S.A.
City Council and Utility Advisory Committee Memo
Date: December 13, 2011
To: Utility Advisory Committee
From:
Terry Gallagher, Police Chief
Dan McKeen, Fire Chief
Nathan'West, Director of Community and Economic Development
Glenn Cutler, Director of Public Works and Utilities
Subject: Wireless Mobile Data System Operation, Management Maintenance Services
Agreement
Summary: At the direction of the City Council, staff and Columbia Telecommunications
Corporation completed the procurement process for the Wireless Mobile Data System Operation,
Management Maintenance Services. A total of 18 vendors participated in the process and 2
vendors submitted proposals. After evaluations, interviews, and reference checks, Capacity
Provisioning, Inc. in partnership with Cascade Networks, Inc. was determined to be the most
responsive vendor that provides the best value to the City.
Recommendation: Subject to a favorable recommendation to approve the Wireless Mobile
Data System Acquisition and Integration Agreement, forward a favorable recommendation
to City Council to approve and authorize the City Manager to sign the Wireless Mobile Data
System Operation, Management Maintenance Services Agreement with Capacity
Provisioning, Inc. in partnership with Cascade Networks, Inc. in an annual amount of
$28,383.00 f beginning in year 2013 for operation and management services and an estimated
annual amount of $4,560.00 for maintenance services, and to make minor modifications to
the agreement, if necessary.
Background /Analysis: On May 17, 2011, following a competitive process the City Council
authorized Columbia Telecommunications Corporation (CTC) to assist the City to prepare the
Wireless Mobile Data System (WMDS) Operation, Management Maintenance (OM &M)
Services Request for Proposals (RFP). The RFP included requirements for OM &M services,
including a technical proposal and a charge proposal. The technical proposals included a
description of the network operation center, schedule for recommended OM &M services, and a
service level agreement for the City. The charge proposals separated the proposed charges for
OM &M.
Wireless Mobile Data System Operation, Management Maintenance Services Agreement
December 13, 2011
Page 2
A staff project team was assembled to work with CTC during the procurement process. CTC and
the staff team participated in the development of the RFP, evaluation of proposals and charges,
interviews, reference checks, and vendor selection. A total of 40 vendors expressed interest, 18 of
which registered with the City to participate in the RFP procurement process, resulting in 2
vendors submitting proposals (Capacity Provisioning, Inc. in partnership with Cascade Networks,
Inc. and INX, Inc.).
The proposals from Capacity Provisioning, Inc. in partnership with Cascade Networks, Inc. and
INX, Inc. were determined to be responsive to the RFP and they were invited to participate in an
interview. Capacity Provisioning, Inc. in partnership with Cascade Networks, Inc. proposed three
service level options for the City's consideration (see the WMDS OM &M Services Summary
attachment for more information). The proposed term of the OM &M Services-Agreement-is six
years, with the option to terminate the agreement at the end of 2013. Other unique aspects of their
proposal include their local presence as well as their existing Network Operating Center for the
citywide fiber optic network.
Staff recommends option "C" which provides the lowest annual cost and allows certain
maintenance items to be completed only as necessary and appropriate. As a result of the
evaluations, interviews and reference checks, Capacity Provisioning, Inc. in partnership with
Cascade Networks, Inc. was determined to be the most responsive vendor that provides the best
value to the City.
The WMDS OM &M Services RFP procurement schedule was held concurrent with the WMDS
Design and Construction RFP process. A concurrent process was held to ensure OM &M services
would be available after each phase of the WMDS is complete, and to determine the ongoing cost
of OM &M prior to proceeding with the design and construction project. The WMDS OM &M
Services Agreement does not qualify for funding under the Northwest Open Access Network
(NoaNet) sub -grant from the Broadband Technology Opportunities Program (BTOP).
At today's meeting, staff will provide a presentation on the Operation, Management
Maintenance Services Agreement negotiated with Capacity Provisioning, Inc. in partnership with
Cascade Networks, Inc. The latest draft Operation, Management Maintenance Services
Agreement is attached and is being reviewed by the City Attorney. All vendor proposals are
available for review at City Hall in the Public Works and Utilities engineering office, confidential
computer network security- related information has been removed from all documents.
Attachments: WMDS OM &M Services Summary
Latest draft WMDS Operation, Management Maintenance Services Agreement
Wireless Mobile Data System Operation and Management Services Summary
Description
Operation and Management
Annual Fee
Hardware Hosting
Network Operation Center
Electronic Device Monitoring
Operating System Updates
Software Update Management
Server Software/Hardware
Backups
Monthly Report
Wireless Mobile Data System Maintenance Services Summary
Description
Maintenance Hourly Charge
Replacement Parts Markup
Maintenance Annual Charge
(Estimate)
Emergency Repairs
Non Emergency Repairs
Maintenance Hours
N \UAC \Final \WMDS OM &M Services Agreement doe
Option A
$50,533.91
Included
Included
24X7X365
Included
Included
Included
Included
Option B
$34,002.91
Included
Included
24X7X365
Option C
$28,383.46
Included
Included
9X5X52
Monday Through
Friday 8AM -5PM
Completed Only
As Necessary And Appropriate
Below Maintenance
Charges Would Apply
Option A Option B Option C
$95.00 $95.00 $95.00
12% 12% 12%
$4,560.00
Authorized By City Advance Request Not Required
Requested In Advance And Approved By City
9X5X52 Monday Through Friday 8AM -5PM
Date:
To:
From:
P OIT A NLES
W A S H I N G T O N U.S.A.
City Council and Utility Advisory Committee Memo
December 13, 2011
Utility Advisory Committee
Terry Gallagher, Police Chief
Dan McKeen, Fire Chief
Nathan West, Director of Community and Economic Development
Glenn Cutler, Director of Public Works and Utilities
Subject: Wireless Mobile Data System Retail Service Provider Agreement
Summary: At the direction of the City Council, staff and Columbia Telecommunications
Corporation completed the procurement process for the Wireless Mobile Data System Retail
Service Provider. A total of 4 vendors expressed interest, and 1 vendor submitted a proposal.
After an evaluation, interview, and reference checks, Olypen, Inc. was determined to be a highly
responsive vendor that can provide valuable services to the City.
Recommendation: Subject to a favorable recommendation to approve the Wireless Mobile
Data System Acquisition and Integration Agreement and the Operation, Management
Maintenance Services Agreement, forward a favorable recommendation to City Council to
approve and authorize the City Manager to sign the non exclusive Wireless Mobile Data
System Retail Service Provider Agreement with Olypen, Inc., and to make minor
modifications to the agreement, if necessary.
Background /Analysis: On May 17, 2011, following a competitive process the City Council
authorized Columbia Telecommunications Corporation (CTC) to assist the City to prepare the
Wireless Mobile Data System (WMDS) Retail Service Provider Request for Proposals (RFP). The
RFP included requirements for retail services, including a technical proposal and a charge
proposal. The technical proposal included the proposed network interconnection for wholesale
Internet access, service tiers for retail Internet access and network services, and an outline of the
marketing strategy. The charge proposal included the retail charges for Internet access and
network services, and the revenues the vendor would pay to the City for use of the WMDS.
As part of the proposed non exclusive agreement, excess capacity (if available) can be made
available to additional retail service providers for substantially similar services if authorized by
City Council.
Wireless Mobile Data System Retail Service Provider Agreement
December 13, 2011
Page 2
A staff project team was assembled to work with CTC during the procurement process. CTC and
the staff team participated in the development of the RFP, evaluation of the proposal, evaluation of
retail charges and City revenues, the interview, reference checks, and vendor selection. A total of
4 vendors expressed interest in the RFP (Olympic WiFi, OlympusNet, Wave Broadband, and
Olypen, Inc.), and 1 vendor (Olypen, Inc.) submitted a proposal.
The proposal from Olypen, Inc. was determined to be highly responsive to the RFP and they were
invited to participate in an interview. Olypen, Inc. proposed to provide retail Internet access and
network services and to make the entire City a free hot spot for one hour per day. Olypen, Inc.
also proposed to make the entire City a hot spot on twelve twenty -four hour City- designated
wireless holidays each year. In addition, Olypen, Inc. proposed a value -added service for existing
customers that want to retain their Internet access service and add mobility. Furthermore; Olypen,
Inc. proposed a Walled Garden service that is anticipated to provide a modern local economic
development benefit to local businesses. Discounts ranging from 5% to $30% will also be
available for Internet access services identical to what's available to low income senior and low
income disabled utility customers.
The proposed term of the Retail Services Agreement is six years, with the option to terminate the
agreement at the end of 2013. It is worthy of noting that the City and Olypen, Inc. are allies
(versus competitors) in that the City will own the WMDS telecommunications facilities and not
provide services and Olypen, Inc. provides services and does not own telecommunications
facilities. As a result of the interview and reference checks, Olypen, Inc. was determined to be a
highly responsive vendor that can provide valuable services to the City. For a summary of the
proposed retail services please refer to the WMDS Retail Services Summary attachment.
The WMDS Retail Service Provider RFP procurement schedule was held concurrent with the
WMDS Design and Construction RFP process. A concurrent process was held to ensure retail use
of the WMDS at the earliest possible time, and to estimate the ongoing City share of the revenues
of retail Internet access services and network services prior to proceeding with the design and
construction project. The WMDS Retail Service Provider Agreement does not qualify for funding
under the Northwest Open Access Network (NoaNet) sub -grant from the Broadband Technology
Opportunities Program (BTOP). For a summary of the financial proforma please refer to the
WMDS Revenue Projection attachment.
At today's meeting, staff will provide a presentation on the Retail Service Provider Agreement
negotiated with Olypen, Inc. The latest draft Retail Service Provider Agreement is attached and is
being reviewed by the City Attorney. The vendor proposal is available for review at City Hall in
the Public Works and Utilities engineering office, confidential computer network security related
information has been removed from all documents.
Attachment: WMDS Retail Services Summary
WMDS Revenue Projection
Latest draft WMDS Retail Service Provider Agreement
Description
Wireless Mobile Data System Retail Services Summary
Download Upload Mbps Introductory After
Mbps Period Introductory
Internet Access Services
Tier 1 Monthly 1.500 0.896 No Charge 17.95
Tier 2 Monthly 3.000 1.000 No Charge 27.95
Tier 3 Monthly 6.000 1.200 No Charge 37.95
Value -Add Hot Spot Monthly 6.000 1.200 NO Charge 4.95
Utility Discount Program Agreed To Provide From 5% To 30% Discounts
Citywide Internet Access Hot Spot Services
1 Contiguous Hour Daily 6.000 1.200 No Charge No Charge
1 Day 6.000 1.200 5.95 5.95
1 Week 6.000 1.200 15.95 15.95
1 Month 6.000 1.200 34.95 34.95
Wireless Holidays
(12 Days Per Year) 6.000 1.200 No Charge No Charge
Walled Garden Advertising N/A N/A Determined by Olypen, Inc.
Network Services
Tier 1 Monthly 1.500 1.500 29.00 49.00
Tier 2 Monthly 3.000 3.000 49.00 69.00
Tier 3 Monthly 6.000 6.000 69.00 89.00
N \UAC\Final \WMDS Retail Service Provider Agreement doc
Public Safety and Public Works Utilities Annual Revenue Projection
Description
64 Vehicles $70 Per Month
Description
Tier 1 Revenue Share 3,000 10,800
Tier 2 Revenue Share 6,000 21,600
Tier 3 Revenue Share 8,400 28,800
Citywide Hot Spot (1 Day, 1 Not Estimated
Week, and 1 Month Services)
Walled Garden Advertising Not Estimated
Network Services
Tier 1 Revenue Share 600 3,600
Tier 2 Revenue Share 600 3,600
Tier 3 Revenue Share 600 3,600
Sub -Total
TOTAL REVENUES
Wireless Mobile Data System Revenue Projection
Introductory Period After Introductory
Period
53,760 53,760
Public Access Subscriber Annual Revenue Projection
Introductory Period After Introductory
Period
Internet Access
19,200 72,000
72,960 125,760
PORTANGELES
W A S H I N G T O N U.S.A.
Utility Advisory Committee Memo
Date: December 13, 2011
To: Utility Advisory Committee
From: Kathryn Neal, P.E., Civil Engineering Manager
Subject: On -Call Wastewater Utility Engineering Professional Services Agreement
Amendment No. 1
Summary: Brown and Caldwell, Inc., was selected to provide on -call professional engineering
services in support of the Wastewater Utility's Capital Facilities Program and infrastructure and
environmental requirements. The original contract was awarded by Council on October 18, 2011
and included two initial tasks. This amendment adds scope and budget for four additional projects
each provided as separate tasks in the contract. The projects are: Task 3 design of the Septage
Receiving Station, Task 4 design of the WWTP Programmable Logic Controller/ Human
Machine Interface Replacement Project, Task 5 NPDES Permit CSC) Reduction Plan
Amendment, and Task 6 Wastewater System Hydraulic Model Upgrade.
Recommendation: Forward a favorable recommendation to City Council to approve and
authorize the City Manager to sign Amendment No. 1 to the Professional Services
Agreement with Brown and Caldwell, Inc., in an amount not to exceed $400,000, which
increases the maximum compensation under the agreement from $142,109 to $542,109, and
to make minor modifications to the agreement, if necessary.
Background /Analysis: In October, 2011 Brown and Caldwell, Inc was awarded the On -Call
Wastewater Utility Engineering Services contract. The terms of the on -call agreement included
provisions that plan for and allow inclusion of additional projects or work for two years from the
effective date of the agreement. Four projects are included for execution that were approved in the
2012 budget. The projects are: Task 3 design of the Septage Receiving Station, Task 4 design
of the WWTP Programmable Logic Controller/ Human Machine Interface (PLC /HMI)
Replacement Project, Task 5 National Pollutant Discharge Elimination Systems (NPDES) Permit
Combined Sewer Overflow (CSO) Reduction Plan Amendment, and Task 6 Wastewater System
Hydraulic Model Upgrade. In addition to executing these projects that are planned for in the
recently approved 2012 budget, Tasks 3 and 4 are also part of the planned expenditure of
remaining funds on the 2010 Utility Bond. These bond funds must be expended by August 17,
2012 to avoid arbitrage.
N. \UAC \Final \On Call WW Engr Agreement Amendment No 1.docx
On -Call Wastewater Utility Engineering Professional Services Agreement Amendment No. 1
December 13, 2011
Page 2
The following describes each proposed task:
Task 3 Septage Receiving Station.
This task develops the full construction contract design documents for a Septage Receiving
Station to accept trucked sewerage from the commercial haulers. The importance of this
construction project is that the City will be able to accept the highly concentrated septage loads
and transfer the contents to the wastewater treatment plant systems in a controlled fashion
consistent with the proper operating parameters of the biological processes of the plant.
Ecology is requiring that the City implement the Septage Receiving Station as quickly as
possible in order to alleviate known problems at the plant from these concentrated loads. T�
correct this, the project will include precast tanks for receiving septage and to separate heavy
solids and floatables. Pumps will discharge to the plant headworks, (with allowance for future
diversion to the plant digesters) in a controlled manner to produce a more uniform flow that
avoids shock-loading to the treatment plant.
This project will also benefit the commercial haulers that currently use the plant by facilitating
their offloading operations and allow going to 24 hour receiving. The primary sites under
consideration for the septage receiving station are immediately adjacent to the WWTP on the
sales parcel recently acquired from Rayonier or at the eastern end of the plant near the current
front gate. The construction of this project is entirely supported through past septic waste fees
that the commercial haulers paid that was dedicated to this project. So far the City has
accumulated $920,515 specifically for this project through the septic waste fees.
Task 4 PLC/HMI Replacement Project
This task develops the non -CSO design to replace and expand the wastewater Supervisory
Control and Data Acquisition (SCADA) system. This City's SCADA system last had a
comprehensive upgrade during the construction project that added secondary treatment back in
1993. Many of the system components are now obsolete. The central control cabinet (2200)
has all of the input/output signal wire and original Texas Instrument Programmable Logic
Controller (PLC) in it with parts no longer available. In addition, many of the processes are not
implemented to provide sufficient control of the system. A total of 11 out of 14 pump stations
do not have a Remote Telemetry Units (RTU) that talks to the SCADA control. This project
will transition the existing centralized system to a distributed control technology, upgrading the
system to current SCADA technology. The advantage of the distributed control technology is
that each process step will be individually controlled at the site and also connected to the main
panel.
The work involves electrical design, power distribution to new control panels, cable and fiber
optic routes inside the plant, as well as the new PLCs and integrating the instrumentation and
devices to be controlled. Programming will be specified for inclusion with the construction
project. The design takes on additional complexity due to having to maintain the existing
wastewater treatment plant alarms, monitoring, and controls for processes while,the new
system is sited and commissioned. Because of this and the sensitivity of these wastewater
N \UAC \Final \On Call WW Engr Agreement Amendment No 1 docx
On -Call Wastewater Utility Engineering Professional Services Agreement Amendment No. 1
December 13, 2011
Page 3
treatment plant processes, both the new and old system will have to coexist within the confines
of the existing space requirements. The transition plan will be critical to the project's success.
Consequently, this upgrade will have more design considerations and complexities than if this
were merely a new construction project.
This task only covers the non -CS() related portions of the SCADA system upgrade. The CSO
Phase II design implements the primary conversion for the SCADA system. The work in this
task will be integrated into it. The award of the design contract for CSO Phase II is
contemplated for award in the Spring of 2012. The work in this task is proceeding now in
order to make use of the 2010 Utility Bond funds to avoid arbitrage. Ultimately, the
construction of the full integrated design is planned to occur as part of the CSO Phase II
construction contract in order to reduce cost for the entire upgrade.
Task 5 NPDES Permit CSO Reduction Plan Amendment
This task develops the required CSO Reduction Plan Amendment required by the NPDES
Permit No. WA0023973 for the City of Port Angeles Wastewater Treatment Plant. The specific
language in the operating permit is as follows:
"In conjunction with the application for renewal of this permit, the Permittee must submit
an amendment of its CSO Reduction Plan by July 31, 2012, to the Department (DOE) for
review and approval. The amendment must comply with the requirements of WAC 173_
245- 090(2). The amendment must include a detailed implementation schedule, based on the
City of Port Angeles Combined Sewer Overflow (CSO) Reduction Plan (June 2006) and
cover the period until 2015 and achievement of the one CSO per outfall per year goal."
Staff has been in conversation with the Washington State Department of Ecology (DOE) to
refine the specific requirements for this task. Included in this will be an assessment of the
effectiveness of the existing CSO reduction plan and a reevaluation of the CSO sites and
defined priorities through 2015. In addition, we will include a section of the report for long-
term phase compliance of the overarching CSO strategy with long term infiltration inflow
reduction, pollutant reduction to receiving waters, full secondary treatment of CSOs, with
effective stormwater improvements that relate to the CSO system in Port Angeles.
Task 6 Wastewater System Hydraulic Model Upgrade.
This task is to do a comprehensive update of the wastewater conveyance system hydraulic
model. This model is used as the basis for accurate system evaluation and decisions related to
wastewater conveyance throughout the City's 130 miles of gravity and pressure mains and the
WWTP. An accurate model of our aging sewer system and the WWTP will determine the
biggest bottlenecks or shortcomings in the system. It will also facilitate decision- makers'
ability to identify the improvements that will have the greatest effect on increasing the
system's capacity or to meet environmental requirements. This task is being done in
conjunction with and to support the CSO Reduction Plan Amendment.
N: \UAC \Final \On Call WW Engr Agreement Amendment No. 1.docx
On -Call Wastewater Utility Engineering Professional Services Agreement Amendment No. 1
December 13, 2011
Page 4
The budgets for the proposed four additional tasks are provided below:
Description 2012 Negotiated
Budget Amount
1 Task 3 1 Septage Receiving Station 1 120,000 1 120,000
1 Task 4 Plant PLC /HMI Replacement 1 125,000 1 125,000
1 Task 5 Amendment to the CSO Reduction Plan 1 55,000 1 40,000
Task 6 Wastewater Conveyance Hydraulic 100,000 115,000
Modeling
N \UAC \Final \On Call WW Engr Agreement Amendment No. 1.docx
TOTAL 1 $400,000 1 $400,000
Funding has recently been approved in the City's 2012 budget and also supports the expenditure of
the existing 2010 Utility Bond.
It is requested that the Utility Advisory Committee forward a favorable recommendation to City
Council to authorize the City Manager to sign Amendment No. 1 to the Professional Services
Agreement with Brown and Caldwell, in an amount not to exceed $400,000, which increases the
maximum compensation under the agreement from $142,109 to $542,109, and to make minor
modifications to the agreement, if necessary.
PORTANGELES
W A S H I N G T O N U.S.A.
Utility Advisory Committee Memo
Date: December 13, 2011
To: Utility Advisory Committee
From: Randall Brackett, P.E., Deputy Director of Operations
Subject: Local Source Control Program Grant
.Summary: Grant funding is being offered to the.City to support temporary fulltime, 1.8 -month
term employment position dedicated to small'business education and technical assistance for
applying best management practices in handling runoff and wastes.
Recommendation: Forward a favorable recommendation to City Council to approve and
authorize the City Manager to accept a grant in the amount of $154,700 with the Washington
State Department of Ecology and create a temporary full -time, 18 -month term employment
position of Local Source Control Specialist, and to make minor modifications to the contract,
if necessary.
Background /Analysis: The Department of Ecology (DOE) has been supporting a Local Source
Control Program since 2008 as further detailed in the attachment. The Local Source Control
Program's two primary goals are to provide small business assistance in handling wastes, and
protect highly valued water bodies affected by urban discharges. The Governor and State
Legislature agreed this year to actually increase State funding of this program. Federal funds are
also being used to supplement State funding.
Staff collaborated on a grant submittal designed to reach small businesses in conjunction with
existing City Stormwater, Wastewater and Solid Waste programs. It is intended to provide
education and support concerning wastes and potential pollutants affecting surface runoff,
discharges through the storm drain or wastewater system, and hazardous solid waste that requires
special handling. The City's application was scored highly and is being awarded $154,700. The
funds will be used primarily to fund a temporary 18 -month term employment, full time position
and support that position with DOE training as well as city staff training and assistance.
The City's goal is to complete at least 200 small business contacts composed of initial visits and
associated follow -ups during the 18 -month grant award period. Staff is prepared to advertise, hire
the temporary position, and begin training and support upon City Council approval. This program
will dramatically advance City efforts to assist small businesses in successfully implementing best
management practices to help protect Puget Sound waters.
N \UAC \Final \Local Source Control Program Grant docx
Local Source Control Program
Update October 10, 2011
Department of Ecology Hazardous Waste 8i Toxics Reduction Program
The partnership between Ecology and jurisdictions surrounding Puget Sound and the
Spokane area began in April 2008, with Local Source Control Specialists dispatched to
small businesses to provide on-site technic& assistance visits. These 'small quantity
generators' (SC2Gs) are considered potential generators of hazardous wastes, and
typically have limited access to hazardous waste handling and disposal expertise.
The specialists look closely at business practices and offer solutions and alternatives to the hazardous
materials that are used, stored, and disposed of by each business. The site vsits are voluntary and there
is no charge to the business.
The Local SoufcetontroJ Partnership is one aspect of the comprehensive Urban Water lnitiative to
restore the significant urban waters ir Washington State, It is unique in its approach by cultivating
collaboration with local jurisdictions, resulting in local pollution problems beiag solved locally. This is also
resulting in an lacrease in networking and coordination between and amongst programs, jurisdictjons,
and other state agencies including Ecology.
This one-to-one ffort add usea of pollution at the source of use, and provides direct
waste mnagement guidance and education on specific best management practices. This approach is
expected to positively affect our state's urban water quality and the business bottom line through savings
realized from pollution prevention, avoidance of clean-up costs, and efficiencies gained by these
businesses.
Local Source Control Specialists confer with busrness owners and managers over hazardous and
dangerous wastes storrn*ater, solid waste undopiUpn:vention mnkingevyyoOforttoass/stthnse
businesses that are not properly managing their waste. They identify options for reduction, reuse, proper
disposal, and in some cases elimination of the contaminant from the business process. The Specialists
are key in detecting sectnr-spedfiowaste management challenges and potential environmental impacts
that would otherwise go undiscovered.
It is widely recognized that the economic viability of the state's estimated 65,000 small
businesses is critical to the overall economy, and is directly tied to healthy and diverse ecosystems that
have their basis in clean water Individual businesses have the opportunity to contribute to cleaner urban
water through improved waste management practices, spill preparedness, and awareness of potential
impacts to stormwater. The premise of the Local Source Control Program, on-site education leading to
business behavior change, is proving effective.
Ecology provides direct support program coordination for the specialists through agency staff at
headquarters and fou regional offices. Through monthly meetings training sessions there is timely
information exchange of current issues for an array of industry sectors and waste management issues. A
centralized database tracks business visits and waste issues impacting Puget Sound and the Spokane
River Watershed, and their resolution. This makes it possible to analyze waste management trends and
to anticipate small business education and assistance needs.
PORTANGELES
W A S H I N G T O N U.S.A.
Utility Advisory Committee Memo
Date: December 13, 2011
To: Utility Advisory Committee
From: Michael Puntenney, P.E., Deputy Director of Engineering /City Engineer
Subject: Maintenance ContractWW -11 -036; Wastewater Sewer System Cleaning and Video
Inspection
Summary: This work uses the "Limited Public Works Process" contracting format for the jetting,
root and debris removal, and cleaning of selected sewer lines in the City, followed by video
inspection. The videoing is investigatory work that will be used for various repair and infiltration
projects later in 2012 and 2013.
Recommendation:. Forward a favorable recommendation to the City Council to authorize
the City Manager to sign the Limited Public Works Process Contract WW -11 -036,
Wastewater Sewer System Cleaning and Video Inspection with the low responsible bidder
for the contracted not -to- exceed maximum value of $35,000 including sales tax, and to make
minor modifications to the agreement, if necessary.
Background /Analysis: This contract work is for the jetting, root and debris removal, and
cleaning of selected sewer lines in the City, followed by video inspection. The videoing is
investigatory work that will be used for various repair and infiltration projects later in 2012 and
2013. The contract uses the simplified contracting methodology approved by the State for low
value contracts called the "Limited Public Works Process." The contract is being let as a unit price
contract for the various diameter sizes of pipe that we have in our sewer system. Work will be
ordered over the six month term of the contract for various pipes in the system. There is a not -to-
exceed maximum price of $35,000 for all work ordered under this maintenance contract.
Competitive quotes were requested from the small works roster on December 2, 2011 with quotes
being received on December 12, 2011. The results of the bidding will be updated in a revised
memorandum presented at the Utility Advisory Committee. Funds were budgeted in the 2011
budget for this work.
Staff recommends that the Utility Advisory Committee forward a favorable recommendation to
City Council to authorize the City Manager to sign the Limited Public Works Process Contract
WW -11 -036, Wastewater Sewer System Cleaning and Video Inspection with the low responsible
bidder for the contracted not -to- exceed maximum value of $35,000 including sales tax, and to
make minor modifications to the agreement, if necessary.
N \UAC \Final \Maintenance Contract WW- 11- 036.doc, Wastewater Sewer System Cleaning and Video Inspection.doc
AMENDMENT No. 1 TO THE
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE
CITY OF PORT ANGELES
AND
COLUMBIA TELECOMMUNICATIONS CORPORATION
RELATING TO: Professional services during design and construction of the Wireless
Mobile Data System (WMDS).
THIS AGREEMENT is made and entered into this day of
2011, by and between THE CITY OF PORT ANGELES, a non charter code city of the State of
Washington, (hereinafter called the "CITY and Columbia Telecommunications Corporation; a
Maryland Corporation authorized to do business in the state of Washington (hereinafter called
the "CONSULTANT
WHEREAS, the CITY- desires professional- services related to a professional services during
design, construction, and acceptance of the WMDS for its electric utility; and
WHEREAS, the CITY desires to engage the professional services and assistance of a qualified
consulting firm to perform the scope of work as detailed in Exhibit A, and
WHEREAS, the CONSULTANT represents that it is in full compliance with the statutes of the
State of Washington for professional registration and /or other applicable requirements, and
WHEREAS, the CONSULTANT represents that it has the background, experience, and ability
to perform the required work in accordance with the standards of the profession, and
WHEREAS, the CONSULTANT represents that it will provide qualified personnel and
appropriate facilities necessary to accomplish the work;
NOW, THEREFORE, in consideration of the above representations and the terms, conditions,
covenants, and agreements set forth below, the parties hereto agree as follows:
I REVISED SCOPE OF WORK
The scope of professional services to be performed and the results to be achieved by the
CONSULTANT shall be as detailed in the attached Exhibit A and shall include all services and
material necessary to accomplish the work.
The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, the
CONSULTANT shall make such changes as may be required by the CITY. Such changes
shall not constitute "Extra Work" as related in Section XII of this Agreement.
The CONSULTANT agrees that all services performed under this Agreement shall be in
accordance with the standards of the profession and in compliance with applicable federal,
state and local laws.
The Scope of Work may be amended upon written approval of both parties.
Page 1 of 2
II MAXIMUM COMPENSATION
The additional work authorized by the Amendment is in the total of $164,500.00, including all
items contained on Pages 3 -4 of Exhibit A.
III TIME OF PERFORMANCE
The work for each task shall be completed according to the schedule in the attached Scope of
Work, and must be completed on or before December 31, 2013.
IV SIGNATURES
Except as modified herein, the original AGREEMENT as amended shall remain in effect.
In WITNESS WHEREOF, the parties hereto have executed Amendment No. 1 to the
Agreement as of the date and year first written above.
CITY OF PORT ANGELES APPROVED AS TO FORM:
KENT MYERS, CITY MANAGER WILLIAM E. BLOOR, CITY ATTORNEY
TITLE:
Page 2 of 2
CONSULTANT ATTEST:
JANESSA HURD, CITY CLERK
Via Electronic Mail
Mr. Larry Dunbar
Deputy Director
Public Works and Utilities Department
321 East Fifth Street
Port Angeles, WA 98362 -0217
Re WMDS Project Oversight Proposal
Dear Mr. Dunbar:
!I!CTC
s Cn7,it,rt;N[-I
C.A
an °J:ER NL Ar.AL-rsfs
F(,R THt i t_!t- i IN i L'_
Columbia Telecommunications Corporation 10613 Concord Street Kensington, MD 20895
301.933.1488 fax: 301.933.3340 www.CTCnet.us
November 18, 2011
Columbia Telecommunications Corporation (CTC) is proud of its long -term relationship with the
City, and of our work throughout the development of the Wireless Mobile Data System (WMDS)
project —from creating the initial network design to supporting the City's Broadband
Technology Opportunities Program (BTOP) grant application to assisting the City with the
integration of its plans as a sub grantee to NoaNet. Most recently, we offered our guidance on
the City's RFP for identifying a system integrator to design and construct the WMDS.
This letter is a follow -up to our discussions concerning the City's need for oversight of the
WMDS design and construction. The attached statement of work defines specific tasks that we
propose to undertake to help ensure that the WMDS project continues on its successful trajectory
and is designed and built as planned.
We appreciate the opportunity to work with the City and to provide continuing technical support
on this project. Please do not hesitate to call me with any questions about this proposal.
Very truly yours,
Lee Afflerbach, PE
California Illinois Maryland Minnesota North Carolina
Tennessee Valley Washington, D.C. Wisconsin
Mr. Larry Dunbar
November 18, 2011
Page 2 of 4
Proposed Statement of Work
Based on our detailed knowledge of both the City's WMDS project and the National
Telecommunications and Information Administration's (NTIA) requirements for BTOP funded
projects —as well as our experience with all aspects of project oversight and quality assurance-
CTC proposes to provide general support as needed to support the City throughout the design
and construction phases of the project.
We anticipate that our specific activities will include, but not be limited to, the following:
Oversight of all contractor technical design and planning documents. CTC will
evaluate both the vendor's initial -system-level design and its detailed design to ensure
that the proposed designs will meet the City's objectives and BTOP requirements. We
will review the design for "big picture" issues such as the overall ability of the network
design to meet the City's goals and objectives. We will also note such critical details as
the proper, mounting and spacing of WMDS access devices located throughout the City
(including those mounted on utility poles and streetlights), and the proper placement of
fiber optic backhaul cables in rights -of -way.
Review and analysis of the coverage areas provided by wireless access devices. Based
on our extensive experience with wireless network design and implementation, we will
review the contractor's wireless access point (WAP) design to confirm that it meets the
specific requirements as detailed in the City's RFP and related project guidance.
Specifically, we will check the contractor's models to verify that the design will deliver
the targeted fixed and mobile coverage levels.
Review of technical documentation associated with critical components. We will
provide oversight on the contractor's technical documentation for wireless access points,
interface equipment to the fiber -optic network, mobile and fixed client access devices,
and other critical elements of the network design. Using the project's stated design and
performance requirements as a guide, we will ensure that the contractor's proposed
components not only meet the City's minimum requirements, but that they will in fact be
adequate to meet the network's performance targets.
Oversight of system acceptance. We anticipate spending at least one week on site in
Port Angeles to oversee the system acceptance testing and verify the contractor's
compliance with coverage requirements and functionality for the WMDS fixed and
mobile client devices. We will either sign off on the system acceptance, or create a report
detailing specific deficiencies and required remedies for the contractor to address.
Review and monitoring of all technical documentation associated with system
construction and maintenance. As the WMDS project moves into its later phases, we
will provide oversight throughout the construction process to ensure that the contractor
builds the network to its specifications, and that the build quality meets the City's
standards. Once infrastructure is in place, we will also provide oversight of the
contractor's WMDS maintenance plans and practices.
Mr. Larry Dunbar
November 18, 2011
Page 3 of 4
Project support and coordination. In addition to the specific technical oversight and
analysis tasks identified above, we will support the City in identifying, coordinating, and
resolving technical issues among the City, the contractor, NoaNet, and relevant federal
agencies (including NTIA, FCC, and Homeland Security). Given our experience working
with each of the federal agencies, and our understanding of technical and other
requirements related to BTOP- funded project, we expect to play a key role in facilitating
open communications and productive problem- solving among the many partners that are
coming together to facilitate the WMDS implementation.
Mr. Larry Dunbar
November 18, 2011
Page 4 of 4
Project Cost
CTC proposes a not -to- exceed cost of $155,000 for the tasks listed above. This is based on the
hourly breakdown of staff provide in Table 1.
Our cost estimate also includes an optional reserve of $30,000 to pay a local contractor, working
under our direction, for on -site support during the construction phase. Alternatively, the reserve
could fund the deployment of CTC staff in Port Angeles during that phase. We anticipate that
this project will require one week of on -site CTC staffing during acceptance testing and two to
three additional days on site per quarter during the first 12 months of the project.
We estimate that total travel costs for our quarterly site visits over the length of the project will
be approximately $9,500. To keep our travel costs as low as is feasible, we will attempt to
combine travel for this project with travel for other projects we have with the City.
Our .cost estimate is based on our- .past experience working with the. City. on, the,_WMDS project,
as well as on the level of involvement we expect to be provided by NoaNet. As an initial
estimate, we would expect our monthly time commitment to vary over the duration of the
project, with the heaviest concentration of hours devoted at the beginning of the project and
during acceptance testing. Our proposed project timeline, in terms of hours per month, is
illustrated in the following table:
fable 1: Naticipatett Primary Stalling Requirement~ Moors)
et C. v o c.0 at
f�
d 4 to O Z
Principal
Engineer 60 60 50 35 35 30 25 25 25 25 25 25 25 25 25 25 25 25 570
Senior
Engineer 10 4 2 2 2 0 40 3 3 3 0 3 3 3 3 3 3 3 90
CTC work will be billed at the following hourly rates:
Director of Engineering $160
Principal Engineer /Analyst $150
Senior Project Engineer /Analyst $140
Senior Engineer /Analyst $130
Staff Engineer /Analyst $120
Engineer Aide I1 65
Services to clients are billed on an hourly basis. CTC's billing rates are inclusive of all routine
expenses including administrative, accounting, and computer support, telephone calls, and
photocopying. Non routine expenses and long- distance travel are recovered at direct cost with no
mark -up. Payment is due within thirty (30) days of invoice.
CITY OF PORT ANGELES
WIRELESS MOBILE DATA SYSTEM ACQUISITION AND INTEGRATION
AGREEMENT
Between
CITY OF PORT ANGELES, WA
And
Capacity Provisioning, Inc.
Dated
December 20, 2011
Page 1
WIRELESS MOBILE DATA SYSTEM ACQUISITION AND INTEGRATION
AGREEMENT
THIS WIRELESS MOBILE DATA SYSTEM ACQUISTION AND INTEGRATION
AGREEMENT (the "Agreement between the City of Port Angeles, a Washington municipal
corporation, hereinafter the "City and Capacity Provisioning, Inc., existing under the laws of
Washington, registered to do business in Washington State, hereinafter the "Vendor is for the
purposes set forth the terms and conditions for acquisition and integration by Vendor of a
Wireless Mobile Data System, hereinafter the "WMDS "_on or before required construction
completion dates. The City and Vendor are referred to collectively as the "Parties and
individually as "Party".
Said WMDS shall consist of the design and construction of the WMDS with funding
provided to the City.in August _of,2010,through,the Northwest Open Access Network_(NoaNet),.
which was awarded a grant under the U.S. Department of Commerce's National
Telecommunications Information Administration (NTIA) under the second cycle of the
Broadband Technology Opportunities Program (BTOP), for the City's public safety functions and
utilities and the general public, and for the integration of a WMDS with the fiber optic network
and the City's existing information systems for use by the City in accordance with the terms,
conditions and specifications set forth in this Agreement.
1. DEFINITIONS
Except when a word or phrase is given a specific meaning by the express terms of this
Agreement, words and terms shall be given their ordinary and usual meanings. The meanings
shall be applicable to the singular, plural, masculine, feminine and neuter of the words and terms.
2. AGREEMENT TERM
This Agreement shall commence as of the date it is fully executed by both Parties, and this
Agreement shall continue in effect until it is terminated as provided below or until the Vendor has
fully performed all of its duties and responsibilities in accordance with the terms of this
Agreement.
3. AGREEMENT
3.1 Performance by the Vendor
This Agreement requires the Vendor to perform the following:
1. Develop a Project Management Plan. The Vendor shall develop a Project Management
Plan in accordance with Section 4.7 below. The City, in its discretion, may accept or
reject the Project Management Plan. If the City rejects the Project Management Plan, the
City may elect to terminate this Agreement. In that event, this Agreement shall be treated
Page 2
as void ab initio; and neither party shall have any rights or obligations under this
Agreement.
2. If the City approves the Project Management Plan, the Vendor shall proceed to perform
the obligations required to complete Phase II of the Project Management Plan. Phase II
requires the Vendor to install and implement a fully functioning WMDS in the geographic
area specified in the Vendor's Technical Proposal and Charge Proposal. This work shall
include, but not be limited to the following:
a. WMDS equipment installation.
b. Supply and installation of everything necessary and appropriate for a fully
functional and operational WMDS, project management, warehousing, and City
staff training.
c. The WMDS shall be fully complete and operational and subject to System
Acceptance Tests prior to City acceptance.
d. A System Acceptance Test.
3. At the conclusion of the Vendor's work for Phase II, the City shall determine if the
WMDS was completed prior to the construction deadline and otherwise satisfies the Phase
II System Acceptance Test. In the event the City rejects the Phase II WMDS, the City
may elect to terminate this Agreement. In that event, the Vendor shall remove all
equipment, facilities, software, and other materials installed during Phase II and shall
refund to the City in full all amounts paid by the City to the Vendor under this Agreement.
Thereafter, this Agreement shall be treated as void ab initio; and neither party shall have
any rights or obligations under this Agreement.
4. If the City approves the Phase II System Acceptance Test, the Vendor shall proceed to
perform the obligations required to complete Phase III of the Project Management Plan.
Phase III requires the Vendor to install and implement a fully functioning WMDS to all of
the remaining geographic areas of the City and overcome any unanticipated coverage
deficiencies in the Phase II geographic area. This work shall include, but not be limited to
the following:
a. WMDS equipment installation.
b. Supply and installation of everything necessary and appropriate for a fully
functional and operational WMDS, project management, warehousing, and City
staff training.
c. The WMDS shall be fully complete and operational and subject to a System
Acceptance Test prior to City acceptance.
d. A System Acceptance Test.
5. Time is of the essence. The Vendor's work shall be completed and accepted in
accordance with the WMDS Schedule (Exhibit 1). The Vendor's failure to meet the Phase
II or Phase III construction deadlines shall result in termination of this Agreement.
3.2 Performance by the City
This Agreement requires the City to perform the following prior to the Phase II and Phase
III System Acceptance Tests:
Page 3
1. Purchase and install any underground fiber optic network connections included in the
Vendor's Charge Proposal and the detailed design of the WMDS.
2. Install the Electric Utility electrical power connections to the Wireless Access Points that
are included in the Vendor's detailed design of the WMDS.
3. Re- conductor streetlighting circuits included in the Vendor's Charge Proposal Schedule
"B" and "C" and the detailed design of the WMDS.
4. Complete the streetlighting upgrades project No. CL05 -2009 including replacement of
bracket arms where required for WAPs.
3.3 Detailed Requirements
The following sections of this Agreement describe in more detail, but are not intended to limit,
the performances required by Sections 3.1 and 3.2 above.
4. SCOPE AND RESPONSIBILITIES
4.1 Scope of Vendor's Obligations
The Vendor shall install a fully functioning WMDS for the City no later than June 28,
2013. The Vendor shall perform all work, acquire and install all equipment, and complete all
other necessary work to accomplish this task, even if such work, acquisitions, or other
performances are not specifically mentioned in.this Agreement. Vendor shall take all necessary
steps, including detailed design, construction, and management and provide all necessary system
components, software, management, supervision, training, materials, tools, supplies, facilities and
resources, necessary to install and implement the WMDS. Vendor shall provide or procure all
necessary system components, management, supervision, resources and materials required to
begin work in accordance with the terms and intention of this Agreement, all so that at the time
Vendor completes the work and Phase II and III System Acceptance Tests set forth in this
Agreement, the WMDS is ready for use when delivered to the City and so that the City may begin
operations immediately.
4.2 Changes to Scope of Work
At any time either Party may request modifications to Exhibits 2 and 3 of the Agreement
in the following areas: (i) changes, alterations, or additions to the quantity of scope of work to be
performed; (ii) modifications to the Charge Proposal to compensate the Parties for unanticipated
changes in the rates of taxes, permits, or fees that a Party is obligated to pay pursuant to the
Agreement that substantially changes the cost of Vendor's performance of the project or the
City's performance of its obligations hereunder; and changes to the estimated quantities in
Exhibit 3 Schedules "A `B "B 1" '`C "C 1" and "D" based on the actual quantity of installed
units which may cause adjustments to the charges to be applied.
In the event either Party desires a modification to Exhibit 2 or 3, it shall submit a written
request to the other. The Party requesting the change shall provide with any proposal it makes
and in response to any request made by the other a time schedule for such modification and a
Page 4
signed cost substantiation, stating the amount of that adjustment and the reason why that
adjustment is properly chargeable or credited to the City, and stating and documenting, if
applicable, that the adjustment is an arm's length and a competitive charge for the modified scope
of work. Providing the modification does not propose a time schedule that would not comply
with the Phase II or Phase III construction completion deadlines, the Parties shall negotiate in
good faith. Any cost substantiation that results in a reduction to the Charge Proposal shall be
equally shared between the Parties.
Neither Party shall be entitled to an adjustment to the Charge Proposal or other
modification pursuant to a request under this Section 4.2 unless the other Party consents thereto in
writing, which consent shall not be unreasonably withheld.
Changes to this Agreement may be made only by the mutual written agreement of the City
and Vendor.
4.3 Access to City Facilities
The City shall provide, on the premises of the City to Vendor's personnel and third party
vendors, safe and reasonable access to working space and facilities, including heat, light,
ventilation, electric current and outlets, and local telephone extensions. Vendor's personnel shall
comply with all applicable rules, regulations and requirements relating to visitors on the premises
of the City.
The City further agrees to assist Vendor's personnel and third party vendors to gain access
to facilities and properties that are not controlled by the City that are subject to the work and
services contained in this Agreement.
4.4 System Acceptance Test
The Vendor shall develop a System Acceptance Test Plan adequate for the Vendor to test
the process, equipment, software and all other applicable equipment and supplies to demonstrate
and determine whether or not the WMDS satisfies all of the terms and conditions of this
Agreement. If the System Acceptance Test Plan for Phase II demonstrates the WMDS satisfies
all of the terms and conditions of this Agreement, the City will approve the System Acceptance
Test and pay the remaining charges specified in Section 5.3(a) for Phases I and II and provide the
Vendor written notice to proceed with Phase III. At the completion of Phases I and II, a complete
and fully functioning WMDS shall be available to the City for commercial operation within the
coverage areas served.
The Vendor shall, at the completion of Phase III, deliver to the City a complete and fully
functioning WMDS that complies with the provisions of this Agreement. When the Vendor has
completed Phase III, the Vendor shall conduct an additional System Acceptance Test to test the
entire WMDS for compliance with the terms and conditions of this Agreement. If at the end of
the System Acceptance Test for Phase III the WMDS does not meet the expected performance,
the Vendor, without additional compensation, shall make all changes, do all works, and take all
other actions necessary to make the entire WMDS meet the System Acceptance Test. Once the
System Acceptance Test for Phase III demonstrates the WMDS satisfies all of the terms and
Page 5
conditions of this Agreement, the City will pay the remaining charges specified in Section 5. At
the completion of Phases III, a complete and fully functioning WMDS shall be available to the
City within for commercial operation for all coverage areas served.
4.5 City's Right to Inspect
The City at all times during or after installation of materials shall have the right, but not
the obligation, to inspect, examine, and test all materials and workmanship. The City shall have
the right to reject defective material and workmanship and /or require its correction without cost or
expense to the City. In the event the Vendor fails or refuses to correct any defect, as set forth
herein, the City may, at its option, in addition to all other remedies, deduct an equitable amount
from any payment owing or to be owed to the Vendor or take such other steps as it deems
appropriate.
Notwithstanding the right granted to the City in this Section 4.5, the Vendor alone has the
obligation to provide workmanship, equipment, materials, and other components ofthe WMDS" of
a quality that satisfies the requirements of this Agreement. No inspection, examination, or testing
by the City, the Northwest Open Access Network, and the National Telecommunications and
Information Administration, or the failure of the City, the Northwest Open Access Network, and
the National Telecommunications and Information Administration, to inspect, examine, or test,
shall relieve the Vendor of its obligation to fully satisfy every element and requirement of this
Agreement.
4.6 As Built Drawings.
Vendor shall deliver as- builts of the WMDS including a network diagram and a schematic
for all wireless access point sites, and construction photographs at the conclusion of the Phase III
System Acceptance Test. An electronic copy of the as- builts shall be provided by the Vendor in a
mutually agreed upon format.
4.7 Project Management Plan
Not later than January 13, 2012, the Vendor shall prepare a detailed Project Management
Plan in compliance with this Agreement. The Vendor shall submit the Project Management Plan
to the City for approval that shall include an overview, project organization, managerial process
plans, and technical process plans. The Vendor's Project Management Plan shall also include but
not be limited to:
1) A detailed design describing how it will install and implement the WMDS in compliance with
this Agreement, including but not limited to the WAP Construction Schedule, WAP Fiber
Optic Site -Drop Construction Schedule, Streetlight Standard and /or Utility Pole Attachment
Plans and Specification, Right of Way Construction and Electrical Work Permit Applications,
and System Acceptance Testing Plan.
2) The Vendor shall have the responsibility for detailed design (site selection and coverage
mapping using design tools). The City will review and approve the Vendor's detailed design
Page 6
as part of the Project Management Plan to confirm that the coverage plots can be achieved
with the Vendor's equipment.
3) The Vendor and the City shall meet as expeditiously, after the execution of this Agreement, as
possible to discuss the Project Management Plan and related matters "kickoff meeting
4) The Vendor shall be responsible for monitoring and communicating the progress of the
development of the Project Management Plan with the City to support the timely approval of
the Project Management Plan in accordance with the WMDS Schedule (Exhibit 1).
5) The Vendor shall provide the City a list of any changes to the names, addresses, and dates of
birth for Vendor personnel that will be permitted to have access to the City's facilities. Such
Vendor personnel shall be subject to a background check in accordance with Section 6.10.
6) The Vendor may submit a change order in accordance with Section 6.15 to its Charge
Proposal no later than the completion date of the Phase II System Acceptance Test to
overcome unanticipated coverage problems that were not a result of the Vendor's errors or
ommissions.
7) A System Acceptance Test Plan for Phases II and III as described in Section 4.4.
The City, in its sole discretion, shall have the right to accept or reject the Project Management
Plan submitted by the Vendor. The City shall give written notice to the Vendor of the City's
acceptance or rejection of the Project Management Plan.
4.8 Purchase of Materials
Vendor will purchase all materials and system components (other than City furnished
materials specified in Section 3.2) outright and not subject to any conditional sales agreements,
bailment, lease or other agreement reserving unto the seller any right, title or interest therein. All
such materials and system components shall be new and become the property of the City upon the
delivery of the goods and after City acceptance of the Phase III System Acceptance Test.
4.9 Delays
If Vendor, without its fault or negligence, is delayed in the commencement or completion
of the work and /or services by causes beyond its control, such as acts of God, war, civil
disturbances, fire, flood, labor disputes, unusual delays in deliveries, abnormal adverse weather
conditions, acts of terrorism, failure by the City to perform its obligations under this Agreement,
failure of supplier(s), or other similar causes beyond the control of Vendor, then the time within
which Vendor shall be required to perform any act under this Agreement shall be extended by a
period of time equal to the number of days performance is delayed due to such circumstances,
providing the proposed delay would comply with the Phase II or Phase III construction
completion deadlines. Vendor shall provide prompt written notice to the City of the existence,
extent of, and reason for such delays.
4.10 Cleanup
While performing work the Vendor shall keep all work and surrounding areas free from
accumulation of waste materials or rubbish caused by the work. Upon completion of the work,
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Vendor shall remove all waste materials, rubbish, tools, construction equipment, machinery, and
surplus materials.
4.11 Safety
Vendor shall be responsible for initiating, providing, maintaining, and supervising all
safety precautions, safety equipment, and programs in connection with the performance of the
work or services. Vendor shall comply with all applicable Federal, state and local laws,
ordinances, rules, regulations, permits, and lawful orders of public authorities related to safety of
workers, persons, and property.
4.12 Prevailing Wage Requirements
The Vendor shall comply with applicable prevailing wage requirements of the Washington
State Department of Labor Ind_ustries, as set forth in Chapter 39.12 RCW and Chapters 296 -127
and 296 -45 WAC as'applicable. The Vendor shall document compliance with said requirements
and shall file with the City appropriate affidavits, certificates, and /or statements of compliance
with the State prevailing wage requirements. The Washington State Prevailing Wage Rates For
Public Works Contracts, Clallam County, are incorporated in this Contract and have been
established by the Department of Labor Industries as Exhibit 5.
The Vendor shall also ensure that any subcontractors or agents of the Vendor shall comply
with the prevailing wage and documentation requirements as set forth herein.
All laborers and mechanics employed by the Vendor and subcontractors are to be paid
wages at rates not less than those prevailing of a character similar in the locality as determined by
the Secretary of Labor. Standard Davis -Bacon contract clauses found in 29 CFR 5.5(a) are to be
incorporated in any covered contracts in excess of $2,000.
4.13 Use of American Iron, Steel and Manufactured Goods
All of the iron, steel, and manufactured goods used in the project must be produced in the
United States, except as allowed by 31410 Federal Register /Vol. 74, No. 125 (July 1, 2009).
4.14 Signage
Signage shall be provided by the City and be temporarily displayed by the Vendor on each
vehicle and at each construction site during construction. Signage shall be displayed in a
prominent location on the construction site. Signage shall feature the American Recovery and
Reinvestment Act primary emblem, the NoaNet logo, and the City of Port Angeles logo.
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4.15 Warranties
Vendor warrants that the materials, equipment, and software furnished by Vendor will be
of good quality and new; shall be free from defects; shall conform to the requirements of this
Agreement, and that the services and workmanship be performed in a professional, competent and
timely manner by appropriately qualified and trained personnel.
Vendor warrants that the WMDS materials, equipment, software, and workmanship will
be fully functional and free from defects in material and workmanship, excluding that arising
from normal usage for a period of one year from the date the City accepted the Vendor's Phase III
System Acceptance Test.
Vendor warrants that it shall furnish to the City a complete and fully functional WMDS in
accordance with the provisions of this Agreement. The Vendor shall correct any errors or
omissions as necessary, to make the WMDS complete and operable at no additional charge, to The
City. The Vendor warrants that the WMDS includes all necessary components. No payment shall
be made to the Vendor for materials or labor involved in correcting errors or omissions.
These warranties do not extend to any work or services that have been abused, altered,
misused, or repaired by the City or third parties without the supervision of and prior written
approval of Vendor. The City must promptly report any failure of the equipment or software to
the Vendor in writing.
5. CHARGES AND PAYMENT
5.1 Total Compensation
The City shall compensate the Vendor in the amount of $1,878,830.00, which includes all
applicable taxes in accordance with Exhibit 3 Schedules "A `B and "D" if the Vendor
successfully completes Phase II, and the Phase II System Acceptance Test is accepted by the City
by November 2, 2012.
If the Phase II System Acceptance Test is accepted by the City by November 2, 2012 the
Vendor shall not be required to remove all equipment, facilities, software and other materials
installed during Phase II and shall not be required to refund to the City in full all compensation
paid by the City to the Vendor under this Agreement in accordance with Section 3.1.3.
City payment of compensation shall be in the manner and at the times provided in Section
5.3 below. No other compensation or consideration shall be due to the Vendor for the successful
completion of Phases I and II.
In the event the Vendor successfully completes Phase III, and after the Phase III System
Acceptance Test is accepted by the City, and the City approves the Vendor's as- builts, the City
shall compensate the Vendor the amount of $699,092.00 for Phase III, which includes all
applicable taxes in accordance with Exhibit 3 Schedule "C" and Proposed Exceptions "1 "2
"3 "4 and "5" included in Exhibit 3 Schedule "D Payment of compensation for Phase III
shall be in the manner and at the times provided in Section 5.3 below.
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The charges for Wireless Access Point equipment included in Exhibit 3 Schedules `B" and
"C" shall remain valid subject to City acceptance based on the Vendor's actual cost plus a 12%
markup for a minimum of three years following City approval of the final System Acceptance
Test. The charges for Vehicle Access Mobile Wireless Units shall remain valid subject to
Clallam County, Fire District No. 2, Fire District No. 3, and Lower Elwha Klallam Tribe
acceptance based on the Vendor's actual cost plus a 12% markup for a minimum of three years
following City approval of the final System Acceptance Test.
5.2 Taxes, Permits and Fees
Vendor shall be responsible for obtaining all permits associated with the work and
services. City shall be responsible for paying all sales, consumer, use, and all other taxes and
shall secure and pay for the right of way construction permit, electrical work permit, and other
permits and governmental fees, licenses, and inspection necessary for proper execution.
5.3 Invoicing and Payment
Vendor charges will be invoiced to the City monthly for completed work (12 invoice
periods per year). City payment is due, less amounts retained as provided below, within 30 days
of receipt of invoice.
Vendor shall pay each material supplier or each subcontractor, if any, after receipt of any
payment from the City, the amount thereof allowed the Vendor for and on account of materials
furnished or work performed by each material supplier or each subcontractor.
a. Phase I
The Vendor will invoice the City no more than 90% of the charge specified in Section 5.1 for
Phases I in accordance with Exhibit 3 Schedule "A" for time and materials received by the City.
The remaining 10% of the charges specified in Section 5.1 for Phase I will be retained by the City
until after successful completion and City approval of the Phase III System Acceptance Test.
b. Phase II
The Vendor will invoice the City no more than 80% of the charge specified in Section 5.1 in
accordance with Exhibit 3 Schedules `B "B1", and "D" for Phase II for time and materials
received by the City. Upon successful completion and City approval of the Phase II System
Acceptance Test the Vendor will invoice the City no more than an additional 10% of the charge
specified in Section 5.1 for Phases I and II. The remaining 10% of the charges specified in
Section 5.1 for Phase II will be retained by the City until after successful completion and City
approval of the Phase III System Acceptance Test.
c. Phase III
The Vendor will invoice the City no more than 90% of the charge specified in Section 5.1
in accordance with Exhibit 3 Schedules "C" and "C1 and Proposed Exceptions "1 "2 "3
"4 and "5" included in Exhibit 3 Schedule "D" prior to the System Acceptance Test for Phase
III for time and materials received by the City and completed installations.
Page 10
The remaining 10% of the charges specified in Section 5.1 in accordance with Exhibit 3
Schedules "A B BI", C "C1", and "D" for Phases I, II and III will be invoiced to the City no
earlier than successful completion and City approval of the Phase III System Acceptance Test and
as- builts.
5.4 Method of City Payment
(1) All payments by the City to the Vendor under this Agreement shall be made by
electronic funds transfer (EFT), except as provided in paragraph (2) of this clause. As used in this
clause, the term "EFT" refers to the funds transfer and may also include the payment information
transfer.
(2) In the event the City is unable to release one or more payments by EFT, the Vendor
agrees to either:
(i) Accept'payment by check other mutually agreeable method df payment; or`.
(ii) Request the City to extend the payment due date until such time as the City can make
payment by EFT.
(3) Vendor's EFT information. Within two weeks following award of this Agreement,
Vendor shall arrange for EFT transfer through the City's Finance Department following Finance
Department policy. In the event that the EFT information changes, the Vendor shall be
responsible for promptly providing the updated information to the City's Finance Department.
(4) Suspension of payment. If the Vendor's EFT information on file with the Finance
Department is incorrect, then the City need not make payment to the Vendor under this
Agreement until the correct EFT information is provided and processed; and any invoice shall be
deemed not to be a proper invoice for the purpose of late payment under this Agreement.
(5) Liability for uncompleted or erroneous transfers.
(a) If an uncompleted or erroneous transfer occurs because the City used the Vendor's
EFT information incorrectly, the City remains responsible for:
(i) Making a correct payment;
(ii) Paying any late payment penalty due after 30 days of City receipt of a proper
invoice; and
(iii) Recovering any erroneously directed funds.
(5) Liability for uncompleted or erroneous transfers.
(b) If an uncompleted or erroneous transfer occurs because the Vendor's EFT information
was incorrect, or was revised within 30 days of City release of the EFT payment transaction, and:
(i) If the funds are no longer under the control of the City's Finance Department,
the City is deemed to have made payment and the Vendor is responsible for
recovery of any erroneously directed funds; or
(ii) If the funds remain under the control of the City's Finance Department, the
City shall not make payment, and the provisions of paragraph (4) of this clause
shall apply.
(6) EFT and late payment interest. A payment shall be deemed to have been made in a
timely manner in accordance with the payment terms of this Agreement if, in the released EFT
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payment transaction, the date specified for settlement of the payment is on or before the late
payment due date.
(7) Liability for change of EFT information by financial agent. The City is not liable for
errors resulting from changes to EFT information made by the Vendor's financial agent.
(8) Payment information. The Finance Department shall forward to the Vendor available
payment information that is suitable for transmission as of the date of release of the EFT, using
the format and delivery method most convenient to the City. If the City makes payment by check
in accordance with paragraph (a) of this clause, the City shall mail the payment information to the
remittance address contained on file.
6. MISCELLANEOUS PROVISIONS
6.1 Notices
All notices`required to be in writing hereundershall be deemed given when'persorially"
delivered, or if mailed by certified or registered mail, three (3) days following deposit in the
United States mail, postage prepaid, or if via telecopy or facsimile, when received, or if sent by
courier service providing evidence of delivery, when actually delivered by such service.
All notices from Vendor to the City pursuant to this Agreement shall be directed to the
City Manager at City Hall, 321 East Fifth Street, P.O. Box 1150, Port Angeles, WA 98362 -0217,
or to such officer as designated by the City Manager.
All notices from the City to Vendor pursuant to this Agreement shall be directed to the
Vendor at 116 -1/2 West 8 Street, Port Angeles, WA 98362, or to such officer as designated by
the Vendor.
6.2 Non Disclosure Agreement
The City will maintain confidentiality of any information provided or made available by
Vendor to the City to the extent permitted by law for which Vendor has notified the City that such
information is of a confidential nature.
Vendor shall maintain confidentiality of all information about the City's computer
network and security systems and data under this Agreement. Vendor will maintain
confidentiality of any additional information provided or made available by the City to Vendor to
the extent permitted by law for which the City has notified Vendor that such additional
information is of a confidential nature.
Vendor shall accept and comply with Exhibit 4 the Non Disclosure Agreement under this
Agreement. The Vendor shall also accept and comply with any reasonable Non Disclosure
Agreements if required by the City's information system vendors.
6.3 Reports
Vendor shall promptly report to the City such information relating to Vendor's
performance under this Agreement as the City may reasonably require to demonstrate Vendor's
compliance with the terms and conditions of this Agreement and shall comply with the City's
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reasonable determination of the forms for such reports, the time for such reports, the frequency
with which any such reports are to be made, and whether or not such reports are to be certified.
The City reserves the right to inspect and/or audit Vendor's records relating to this
Agreement during normal business hours to determine compliance with the terms of this
Agreement.
The Vendor and each sub contractor is subject to 31 USC 1352, as implemented at 15
CFR Part 28, "New Restrictions on Lobbying a copy of which is available on the City's FTP
website. The Vendor and each sub contractor must submit a completed "disclosure of lobbying
activities" (Form SF -LLL) regarding the use of non federal funds for lobbying. The Form SF-
LLL shall be submitted within 15 days following the end of the calendar quarter in which there
occurs any event that requires disclosure or that materially affects the accuracy of the information
contained in any disclosure form previously filed. The Form SF -LLL shall be submitted from tier
to tier until received by the City, who will then submit the disclosure form to NoaNet within 30
days following the end of the calendar quarter.
6.4 Indemnification/Hold Harmless
Vendor shall defend, indemnify and hold harmless the City, its officers, officials,
employees, and volunteers from any and all claims, injuries, damages, losses or suits, including
attorney fees, arising or issuing out of or in connection with Vendor's acts, errors and omissions
under this Agreement, except as may be caused by the sole negligence or willful misconduct on
the part of the City.
6.5 Subcontracts /Assignment
Vendor shall not subcontract, assign or transfer any right, title or interest under the terms
of this Agreement without the prior written approval of the City. Such approval shall not be
unreasonably withheld or delayed, provided it is demonstrated to the City's satisfaction that the
assignee has the background, experience, certifications, ability, and the technical, financial and
legal resources to perform the requirements of this Agreement, and will maintain the security of
the City's confidential information and compliance with the Non Disclosure Agreement.
6.6 Survival
The provisions covering charges and payment, indemnification /hold harmless, and non-
disclosure of confidential information shall survive expiration of this Agreement.
Page 13
6.7 Hiring City Employees
During the term of this Agreement and for a period of twenty-four (24) months after the
termination of this Agreement, the Vendor may not offer to hire or in any way employ or
compensate any City employees or persons who have been employed by the City within the
immediate past twenty -four (24) months without prior consent of the City.
6.8 Insurance
Prior to City approval of the Vendor's Project Management Plan in accordance with
Section 4.7, -the Vendor shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Vendor, their agents,
representatives, employees or subcontractors. Failure by the Vendor to_maintain the insurance as
required shall constitute a material breach of contract upon which the City may, after giying five
working days notice to the Vendor to correct'the breach, immediately terminate the Agreement or
at its discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion
of the City, off set against funds due the Vendor from the City.
a. Minimum Scope of Insurance
The Vendor shall obtain insurance of the types described below:
i. Automobile Liability insurance covering all owned, non owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a
substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed
to provide contractual liability coverage.
ii. Commercial General Liability insurance shall be written on ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, stop gap liability,
independent contractors, products completed operations, personal injury and advertising injury,
and liability assumed under an insured contract. The Commercial General Liability insurance
shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85.
There shall be no endorsement or modification of the Commercial General Liability insurance for
liability arising from explosion, collapse or underground property damage. The City shall be
named as an insured under the Vendor's Commercial General Liability insurance policy with
respect to the work performed for the City using ISO Additional Insured Endorsement CG 20 10
10 01 and Additional Insured Completed Operations Endorsement CG 20 37 10 01 or substitute
endorsements providing equivalent coverage.
iii. Workers' Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
b. Minimum Amounts of Insurance
The Vendor shall maintain the following insurance limits:
Page 14
i. Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
ii. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate and a $1,000,000 products completed
operations aggregate limit.
c. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions
for Automobile Liability and Commercial General Liability insurance.
i. The Vendor's insurance coverage shall be primary insurance with respect to the
City. Any insurance, self insurance, or insurance pool coverage maintained by the City shall be
in excess of the Vendor's insurance and shall not contribute with it.
ii. The Vendor's insurance shall not be cancelled or reduced as to coverage by either
Party, except after forty -five (45) days prior written notice by certified mail, return receipt
requested, has been given to the City.
6.9 Open Access Policy
As part of the City's sub grant, the Vendor acknowledges the City adopted a policy in
support of the Federal Communications Commission Policy Statement (FCC 05 -151) that relates
to public access to the WMDS. The policy, to which the City Manager from time to time make
minor modifications, is to ensure that broadband networks are widely deployed, open, affordable,
and accessible to all consumers, and to encourage broadband deployment and preserve and
promote the open and interconnected nature of the public Internet. The policy ensures consumers
are entitled to:
Access the lawful Internet content of their choice.
Run applications and use services of their choice, subject to the needs of law
enforcement.
Connect their choice of legal devices that do not harm the network.
Competition among network providers, application and service providers, and
content providers.
6.10 Background Checks
Vendor personnel and any of Vendor's subcontractor personnel that are permitted to have
access to the City's facilities during the term of this Agreement are subject to a background check,
which shall be completed and approved by the City in its sole discretion and which shall be
considered confidential in accordance with Section 6.2.
Page 15
Vendor personnel and any of Vendor's subcontractor personnel without background
checks approved by the City shall not have access to City facilities during the term of this
Agreement.
All Vendor and subcontractor personnel background checks approved by the City that
have access to City facilities during the term of this Agreement shall prominently display a City
provided identification badge.
6.10 Performance and Payment Bonds and Financial Guarantee
Prior to City approval of the Vendor's Implementation Pla i n accordance with Section
4.7, the Vendor shall provide the City with a performance and payment bond, which shall be
maintained during the construction period and one year following the City approval of the Phase
III System Acceptance Test. The performance and payment bond from a Surety shall be in the
principal amount equal the total of the Phase II and III charges specified in Section 5, in favor
of the City and in compliance with applicable law with a surety company reasonably authorized to
conduct business in the State of Washington, to secure the Vendor's performance of its
obligations and faithful adherence to all requirements of the Agreement during the acquisition,
construction, installation and startup of the WMDS. The City may draw upon the performance
and payment bond in accordance with this Section.
The performance and payment bond shall provide that notwithstanding the termination of
the construction period, at any time within one (1) year after City approval of the Phase III
System Acceptance Test, the City may make a claim against the performance and payment bond
for the Vendor's failure to perform its obligations under the Agreement. Vendor shall be liable for
all defects in the WMDS regardless of the termination of the performance and payment bond.
The performance and payment bond shall contain the following endorsement: "It is hereby
understood and agreed that this bond may not be canceled by the surety nor any intention not to
renew be exercised by the surety until after thirty (30) days written notice to the City Attorney of
such intention to cancel or not to renew."
For purposes of this subsection, the word "bond" shall mean any bond, letter of credit, or
other financial guarantee referred to in this Section and provided to guarantee or provide the funds
to guarantee the performance of the Vendor's obligations under the Agreement. All bonds given
under this Section that are signed by the Surety's agent must be accompanied by a certified copy
of that agent's authority to act for the Surety at the time the bond is signed. The City Attorney
must approve the form and substance of all bonds. The Contractor may satisfy the bond
obligations under this Section by providing bonds in a form acceptable to the City Attorney in his
or her sole discretion from one or more bonding companies meeting the qualifications set forth in
this Section.
The rights reserved to the City with respect to the performance and payment bonds are in
addition to all other rights of the City., whether reserved by the Agreement or authorized by law,
Page 16
and no action, proceeding or exercise of a right with respect to such bonds shall affect the City's
rights to demand full and faithful performance under the Agreement or limit Vendor's liability for
damages.
The Vendor shall deliver to the City Attorney a copy of the bond required by Exhibit 4 of
this Agreement. A certified copy of the bond will be provided to the City Attorney upon request.
6.12 Termination
Each Party reserves the right to terminate this Agreement at any time upon breach by the
other Party of a material term or condition of this Agreement; provided that the non breaching
Party has first given 60 days written notice specifying in reasonable detail the alleged breach or
failure of compliance and demanding the cure of the alleged breach or failure to comply. If said
breach or failure to comply cannot reasonably be cured in 60 days and the breaching Party has
promptly attempted to cure the same, then the time for curing such failure to comply shall be
extended for such period of time may be reasonably necessary to 'complete such cure,as
determined by the non breaching Party.
The Vendor's failure to meet the Phase II or III construction completion deadlines will
result in the City's forfeiture of its sub grant, and in such event the City will terminate this
Agreement.
In the event of termination of this Agreement, a Vendor refund specified in Section 3 shall
be required, and City payments to the Vendor specified in Section 5 shall no longer be required.
The City reserves the right to terminate this Agreement if Vendor breaches the Non
Disclosure Agreement attached hereto as Exhibit 3. Such termination shall take effect
immediately upon the delivery of written notice to Vendor by the City of such termination.
6.13 Entire Agreement
This Agreement and its Exhibit(s) represent the entire agreement between the Parties with
respect to the subject matter hereof and supersede all prior oral negotiations and agreements.
6.14 Law, Jurisdiction, Venue and Attorney's Fees
The law of the State of Washington shall apply. Venue shall be in Clallam County
Superior Court.
If any suit or other action is instituted in connection with any controversy arising under this
Agreement, the prevailing Party shall be entitled to recover all of its costs and expenses including
such sum as the Court may judge reasonable for attorney fees, including fees upon appeal of any
judgment or ruling.
6.15 Amendments
This Agreement may not be changed, modified, amended or waived except by an
amendment signed by both Parties. To be valid and binding, any such amendment must be
approved by the City Council and signed by the City Council's designated signatory and by a duly
Page 17
authorized officer of the Vendor. Any changes to the detailed system design approved as part of
the Project Management Plan during construction shall require a review by NoaNet and
compliance to the NTIA Environmental Assessment and section 106 Historical Preservation
regulations.
6.16 Liquidated Damages
Time is of the essence of this Agreement. Vendor acknowledges that the City's interests
require the WMDS to be complete and functioning within the design and construction deadlines
allocated in this Agreement but that would be difficult to accurately calculate the actual damages
for termination. Recognizing that, the Parties agree that liquated damages is an appropriate means
for imposing damages for termination. Therefore, for non delivery of the WMDS the City may,
at its option, require that the Vendor pay the City $100,000.00, as fixed and agreed liquidated
damages. Imposition of liquidated damages for termination shall not limit or restrict any other
remedies 'that might be available at or in equity or due and payable from the Surety Bond.
AGREED TO BETWEEN THE PARTIES on the last date written below.
VENDOR.
By: Date
CITY OF PORT ANGELES
By: Date
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney
EXHIBITS
1 Wireless Mobile Data System Schedule
2 Vendor Technical Proposal
Page 18
3 Vendor Charge Proposal
4 Non Disclosure Agreement
5 Washington State Prevailing Wage Rates For Public Works Contracts, Clallam County
Page 19
EXHIBIT 1
Time is of the essence. The dates specified herein are required completion deadlines unless
otherwise approved by the City Manager.
WIRELESS MOBILE DATA SYSTEM SCHEDULE
PHASE I
Items Deadlines
Project Management Plan including detailed design submitted for City approval 1/13/2012
and perniitting,.certificate of insuratice, and surety bond (if applicable)
City revisions or approval 1/19/2012
If revisions required, date due 1/23/2012
Revisions approved by City 1/23/2012
PHASE II CONSTRUCTION
City Authorized Phase II to Proceed 1/23/2012
WMDS Installation 9/28/2012
Fiber optic network connections 9/28/2012
Electrical power supply connections 9/28/2012
WMDS Construction Complete and Operational 9/28/2012
System Acceptance Test 10/19/2012
City Approval of System Acceptance Test 11/2/2012
Commercial Operations 11/9/2012
Vendor Proposed Change Order No. 1 (if applicable) 11/9/ 2012
BTOP Compliance Review by NoaNet for Change Order No. 1 (if applicable) 11/30/2012
City Approval of Phase I and II and Change Order No. 1(if applicable) 12/14/2012
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PHASE III CONSTRUCTION
City Authorizes Phase III To Proceed 12/14/2012
WMDS Installation 3/1/2013
Fiber optic network connections 3/1/2013
Electrical power supply connections 3/1/2013
WMDS Construction Fully Complete and Operational 3/22/2013
System Acceptance Test 3/29/2013
City Approval of System Acceptance Test 4/19/2013
Commercial Operations 4/26/2013
Vendor As- Builts 6/28/2013
City Approval of Vendor As- Builts 7/12/2013
Any changes during Phase II or III construction to the detailed system design approved as part of
the Project Management Plan shall require a review by NoaNet and compliance to the NTIA
Environmental Assessment and Section 106 Historical Preservation regulations.
Page 21
EXHIBIT 2
VENDOR TECHNICAL PROPOSAL
INTEIVTIONALL Y LEFT BLANK
Page 22
EXHIBIT 3
VENDOR CHARGE PROPOSAL
INTENTIONALLY LEFT BLANK
Page 23
EXHIBIT 4
NON DISCLOSURE AGREEMENT
THIS AGREEMENT (Agreement) made and entered into this day of
20 by and between the City of Port Angeles, a municipal corporation (City)
and Capacity Provisioning, Inc. (Vendor) (collectively Parties).
WITNESSETH
NOW, THEREFORE, in consideration' of terms and covenants' contained herein, the
Parties agree as follows:
1. The Vendor has submitted a Technical Proposal and Charge Proposal to the City
in response to the City's request for proposals for the Wireless Mobile Data
System whereby Vendor will perform services for the City, including, but not
limited to certain assessments and examination of the City's information and
telecommunications systems.
2. As a condition of such request for proposal, Vendor is required to enter into this
Non Disclosure Agreement with the City.
3. The Vendor may have access to and become familiar with various confidential
information (Information) regularly used in the operation of the City, Clallam
County, Clallam County Fire District No. 2, Clallam County Fire District No. 3,
and Lower Elwha Klallam Tribe business prior to and after the Technical Proposal
and Charge Proposal due date. The Information may include, but is not limited to,
utility discount customer mailing lists, reports, devices; processes; applications;
compilations of information; records; computer system and network security
systems; specifications; and financial, accounting, statistical, security and
personnel information.
4. Vendor shall not, during or after the request for proposal process or expiration of
the WMDS Acquisition and Integration Agreement disclose any such Information
to any person, directly or indirectly, nor use it in any way, except as required or
authorized in writing.
5. Prior to the Vendor and /or the Vendor's subcontractors performing any site visits,
Page 24
arrangements must be made with the City's Project Manager.
6. Information is not to be stored on any local workstation, laptop, or media such as
CD/DVD, USB drives, external hard drives or other similar portable devices
unless Vendor can ensure security for Information so stored.
7. This Agreement not to disclose Information and third party software and related
documentation as set forth in this Agreement shall apply during the term of the
WMDS Acquisition and Integration Agreement and at any time thereafter unless
disclosure is specifically authorized in writing.
7. All files, records, documents, drawings, specifications, equipment, software, and
similar items relating to the City, Clallam County, Clallam County Fire District
No. 2, Clallam County Fire District No. 3, and Lower Elwha Klallam Tribe
business, whether or not prepared by Vendor, shall remain their exclusive
property and shall not be removed under any circumstances from the premises
where the work is being carried on without prior written approval. Vendor shall
make no copies of any Information obtained. All such property shall be returned
to the City at the end of the term of the WMDS Acquisition and Integration
Agreement. Any information given to the Vendor related to City utility customers
must comply with the Federal Trade Commission Red Flags Rules as part of the
Fair and Accurate Credit Transactions Act of 2003.
8. Attachment 1 of this Agreement shall be signed by each employee of Vendor and
each employee of the Vendor's subcontractors prior to his or her access to
confidential Information.
9. If Vendor breaches this Agreement, the City may immediately terminate this
Agreement and the WMDS Acquisition and Integration Agreement and withdraw
Vendor's right to access Information.
10. Vendor acknowledges that the City may, based upon the representations made in
this Agreement, disclose security information that is critical to the continued
success of the City's business. Accordingly, Vendor agrees that the City does not
have an adequate remedy at law for breach of this Agreement and therefore, the
City shall be entitled, as a non exclusive remedy, and in addition to an action for
damages, to seek and obtain an injunction or decree of specific performance or
any other remedy, from a court of competent jurisdiction to enjoin or remedy any
violation of this Agreement.
11. No act of omission or commission of either the City or Vendor, including without
Page 25
limitation, any failure to exercise any right, remedy, or recourse, shall be deemed
to be a waiver, release, or modification of the same. Such a waiver, release, or
modification is to be effected only through a written modification to this
Agreement.
12. This Agreement is to be construed in accordance with the laws of the State of
Washington. Venue and jurisdiction for any cause of action or claim asserted by
either Party shall be in the Superior Court of Clallam County, Washington.
Page 26
IN WITNESS WHEREOF the Parties have executed this Agreement on the date first
above written.
VENDOR:
BY:
Title:
APPROVED AS TO FORM:
William E. Bloor, City Attorney
CITY OF PORT ANGELES:
321 E. 5 Street
Port Angeles, WA 98362
BY:
ATTEST:
Janessa Hurd, City Clerk
Page 27
NON DISCLOSURE AGREEMENT ATTACHMENT 1
As a condition precedent to being made aware of confidential information, each Vendor and
subcontractor employee has read the foregoing Agreement and agree to be bound by its terms.
Employee Name /Company Employee Signature
WASHINGTON SHORT-FORM INDIVIDUAL ACKNOWLEDGMENT (RCW 42 44 100)
•CCS%C A2C
1
State of Washington
County of
I certify that I know or have satisfactory evidence that
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
1- SS.
My appointment expires
OPTIONAL
Although the Information in this section is not required by law, it may prove valuable to
persons relying on the document and could prevent fraudulent removal and
reattachment of this form to another document
Name of Signer
is the person who appeared before me, and said
person acknowledged that he/she signed this
instrument and acknowledged it to be his/her free
and voluntary act for the uses: and purposes
mentioned in the instrument.
Dated:
Month/Day/Year
Signature of Notarizing Officer
Title (Such as 'Notary Public")
Place Notary Seal Above Month/Day/Year of Appointment Expiration
Right Thumbprint
Of.Signer-
Top of thumb here
Signer(s) Other Than Named Above:
1999 National Notary Association 9350 De Soto Ave P.O Box 2402 Chatsworth, CA 91313-2402 www nationalnotary.org
Item No 5906 Reorder. Call Toll-Free 1-800-876-6827
EXHIBIT 5
WASHINGTON STATE PREVAILING WAGE RATES FOR PUBLIC WORKS
CONTRACTS, CLALLAM COUNTY
INTENTIONALLY LEFT BLANK
CITY OF PORT ANGELES
WIRELESS MOBILE DATA SYSTEM OPERATION, MANAGEMENT AND
MAINTENANCE SERVICES AGREEMENT
Between
CITY OF PORT ANGELES, WA
And
Capacity Provisioning, Inc.
Dated
December 20, 2011
Page 1
WIRELESS MOBILE DATA SYSTEM OPERATION, MANAGEMENT AND
MAINTENANCE AGREEMENT
THIS WIRELESS MOBILE DATA SYSTEM OPERATION, MANAGEMENT
AND MAINTENANCE AGREEMENT (the "Agreement between the City of Port Angeles, a
Washington municipal corporation, hereinafter the "City and Capacity Provisioning, Inc.,
existing under the laws of Washington, registered to do business in Washington State, hereinafter
the "Vendor sets forth the terms and conditions for provision by Vendor of Operating,
Managing, and Maintaining, hereinafter "OM &M the Wireless Mobile Data System, hereinafter
the "WMDS Said OM &M shall consist of services in support of the City's public safety
network and Retail Service Provider Agreements in support of commercial services to the general
public using the WMDS. The City and Vendor are referred to collectively as the "Parties" and
individually as "Party
1. AGREEMENT TERM
This Agreement shall commence as of the date it is fully executed by both Parties, and this
Agreement shall continue in effect for a period of six years, unless earlier terminated pursuant to
Sections 3.4 or 4.13 hereof. However, the City at its own discretion may, on or before 60 days
prior to the expiration or termination of the Agreement, grant month -to -month extensions to
expand the total term up to a maximum of seven years.
2. AGREEMENT
2.1 Performance by the Vendor
This Agreement requires the Vendor to perform the following in accordance with the
Exhibits 1, 2, 3, 4, and 5:
1. Operation and Management Services. The Vendor shall monitor through electronic means
all equipment and systems impacting WMDS service to the City, including network
components, electrical power, cooling systems, and node/hub physical security. Network
monitoring systems shall collect capacity utilization statistics on all network links
providing services, including both average and peak measurements. The Vendor shall
provide reports upon City request detailing link usage and outage statistics, and any other
relevant errors or security breaches.
2. Maintenance Services. The Vendor must promptly notify the City of all network problems
affecting WMDS service to the City. The Vendor shall provide demand maintenance on
all network interface equipment in accordance with Exhibits 1 and 2. The Vendor shall
provide emergency maintenance on the WMDS, such as a natural emergency resulting
from a windstorm, in the course of conducting emergency repair work on its own system.
All emergency and non emergency demand maintenance shall be authorized by the City in
Page 2
advance and be performed in a workmanlike manner to industry standards, and shall
comply with applicable governmental codes, laws, ordinances, regulations and the
National Electric Safety Code. The City shall be responsible for the cost of all demand
maintenance service charges (e.g., failed equipment replacement, repairs due to
vehicle /utility pole accidents, etc.).
2.2 Performance by the City
This Agreement requires the City to perform the following:
1. Electrical Service. The City shall pay for all recurring charges for electric service to each
Wireless Access Point (WAP).
2. Fiber Optic. The City shall pay for all recurring charges, if any, for fiber optic service to
WAPs.
3 Pole Attachments. The City shall pay for all recurring charges, if any, for attachments to
utility poles.
4. Utility Taxes. The City shall pay for all State and City public utility taxes, if applicable.
5. Access Charges. The City shall collect charges from authorized users of the 4.9 GHz and
2.4 GHz wireless operations supported by the WMDS.
6. Interlocal Agreement for Public Safety Services. The City shall require other public safety
agencies to enter into the WMDS Interlocal Agreement for Public Safety Services in
accordance with Exhibit 5 prior to receiving public safety services under this Agreement.
2.3 Service Level Agreement
A service level agreement for use of the WMDS by the City and public safety agencies
using the 4.9 GHz wireless operations that are licensed by the Federal Communications
Commission, and for use by parties that enter into the WMDS Retail Service Provider Agreement
with the City using the 2.4 GHz wireless operations is provided as Exhibit 4, including but not
limited to system availability, reliability, security, latency, packet loss, network operating center,
problem reporting and prioritization.
3. SCOPE AND RESPONSIBILITIES
3.1 Scope of Vendor's Obligations
The Parties intend that the Vendor shall provide OM &M for the WMDS for the City for
public safety. If sufficient excess capacity exists, the Vendor shall allow access to the WMDS to
other parties that have executed the WMDS Retail Service Provider Agreement with the City.
This also includes provision by Vendor of OM &M of the WMDS for retail Internet Service
Providers and retail network service providers that have entered into the WMDS Retail Service
Provider Agreement with the City.
Page 3
The Vendor shall complete all necessary work to accomplish this Agreement, even if such
work, acquisitions, or other performances are not specifically mentioned in this Agreement. The
Vendor shall coordinate network interconnections with parties that have entered into the City's
WMDS Retail Service Provider Agreement. Vendor shall provide or procure all necessary system
components, management, supervision, resources and materials required in accordance with the
terms and intent of this Agreement, all so that at the time the WMDS is ready for use that the
City, public safety agencies, and retail service providers may begin commercial operations
immediately. The WMDS shall be available to the City for non public safety and non-
commercial purposes if approved in writing by the Vendor and the City Manager.
3.2 Access to City Facilities
The City shall provide on the premises of the City to Vendor's personnel and third party
vendors safe and reasonable access to working space and facilities, including heat, light,
Nentilation current and outlets, and local telephone extensions. Vendor's.,peysonnel
comply with all applicable rules, regulations and requirements relating to visitors on the premises
of the City.
The City further agrees to assist Vendor's personnel and third party vendors to gain access
to facilities and properties that are not controlled by the City which are subject to the work and
services contained in this Agreement.
3.3 Safety
Vendor shall be responsible for initiating, providing, maintaining, and supervising all
safety precautions, safety equipment, and programs in connection with the performance of the
work or services. Vendor shall comply with all applicable laws, ordinances, rules, regulations,
permits, and lawful orders of public authorities related to safety of workers, persons, and property.
3.4 Insurance
The Vendor shall procure and maintain for the duration of this Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Vendor, their agents,
representatives, employees or subcontractors. Failure by the Vendor to maintain the insurance as
required shall constitute a material breach of contract upon which the City may, after giving five
working days notice to the Vendor to correct the breach, immediately terminate the Agreement or
at its discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion
of the City, off set against funds due the Vendor from the City.
a. Minimum Scope of Insurance
The Vendor shall obtain insurance of the types described below:
i. Automobile Liability insurance covering all owned, non owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a
Page 4
substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed
to provide contractual liability coverage.
ii. Commercial General Liability insurance shall be written on ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, stop gap liability,
independent contractors, products- completed operations, personal injury and advertising injury,
and liability assumed under an insured contract. The Commercial General Liability insurance
shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85.
There shall be no endorsement or modification of the Commercial General Liability insurance for
liability arising from explosion, collapse or underground property damage. The City shall be
named as an insured under the Vendor's Commercial General Liability insurance policy with
respect to the work performed for the City using ISO Additional Insured Endorsement CG 20 10
10 01 and Additional Insured Completed Operations Endorsement CG 20 37 10 01 or substitute
endorsements providing equivalent coverage.
iii. Workers' Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
b. Minimum Amounts of Insurance
The Vendor shall maintain the following insurance limits:
i. Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
ii,. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate and a $1,000,000 products completed
operations aggregate limit.
c. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions
for Automobile Liability and Commercial General Liability insurance.
i. The Vendor's insurance coverage shall be primary insurance with respect to the
City. Any insurance, self insurance, or insurance pool coverage maintained by the City shall be
in excess of the Vendor's insurance and shall not contribute with it.
ii. The Vendor's insurance shall not be cancelled or reduced as to coverage, except
after forty -five (45) days prior written notice by certified mail, return receipt requested, has been
given to the City.
4. CHARGES AND PAYMENT
4.1 Total Compensation
The Vendor agrees to provide operation, management, and maintenance services for the
WMDS at no charge to the City through December 31, 2012. The City agrees to pay a charge in
Page 5
the amount of $2,365.29 per month beginning January 1, 2013, which includes all applicable
taxes in accordance with Exhibit 2 Schedule "F" Option "C" for operation and management of the
WMDS. At the option of the City, upon sixty (60) days written notice to the Vendor, the City
may select Exhibit 2 Schedule "F" Option "A" or `B" for operation and management of the
WMDS.
The City agrees to pay a charge for demand maintenance services beginning January 1,
2013 based on the actual cost of time and materials in accordance with Exhibit 2 Schedule "F
The charges for Exhibit 2 Schedule "F" Options "A "B and "C" shall remain valid
throughout the term of this Agreement.
4.2 Taxes, Permits and Fees
Vendor shall be responsible for obtaining all permits and related permit fees associated
with the work and services. Vendor shall pay sales, consumer, use, and all other taxes and shall
secure pay for the building permit and other permits and governmental fees, licenses, and
inspection necessary for proper execution.
4.3 Invoicing and Payment
Vendor charges will be invoiced to the City monthly for completed work (12 invoice
periods per year). City payment is due, less amounts retained as provided below, within 30 days
of receipt of invoice. Thereafter, interest of 1.0% per month will be charged on any unpaid
balance due.
4.4 Method of City Payment
(1) All payments by the City to the Vendor under this Agreement shall be made by
electronic funds transfer (EFT), except as provided in paragraph (2) of this Section. As used in
this clause, the term "EFT" refers to the funds transfer and may also include the payment
information transfer.
(2) In the event the City is unable to release one or more payments by EFT, the Vendor
agrees to either:
(i) Accept payment by check or some other mutually agreeable method of payment; or
(ii) Request the City to extend the payment due date until such time as the City can make
payment by EFT.
(3) Vendor's EFT information. Within two weeks following award of this Agreement,
Vendor shall arrange for EFT transfer through the City's Finance Department following Finance
Department policy. In the event that the EFT information changes, the Vendor shall be
responsible for promptly providing the updated information to the City's Finance Department.
(4) Suspension of payment. If the Vendor's EFT information on file with the Finance
Department is incorrect, then the City need not make payment to the Vendor under this
Agreement until the correct EFT information is provided and processed; and any invoice shall be
deemed not to be a proper invoice for the purpose of late payment under this Agreement.
Page 6
(5) Liability for uncompleted or erroneous transfers.
(a) If an uncompleted or erroneous transfer occurs because the City used the Vendor's
EFT information incorrectly, the City remains responsible for:
(i) Making a correct payment;
(ii) Paying any late payment penalty due after 30 days of City receipt of a proper
invoice; and
(iii) Recovering any erroneously directed funds.
(b) Liability for uncompleted or erroneous transfers. If an uncompleted or erroneous
transfer occurs because the Vendor's EFT information was incorrect, or was revised within 30
days of City release of the EFT payment transaction, and:
(i) If the funds are no longer under the control of the City's Finance Department, the City
is deemed to have made payment and the Vendor is responsible for recovery of any erroneously
directed funds; or
(ii) If the funds remain under the control of the City's Finance Department, the City shall
not make payment, and the provisions of paragraph (4) of this clause shall apply.
(6) EFT and late payment interest. A payment shall be deemed to have been made in a
timely manner in accordance with the payment terms of this Agreement if, in the released EFT
payment transaction, the date specified for settlement of the payment is on or before the late
payment due date.
(7) Liability for change of EFT information by financial agent. The City is not liable for
errors resulting from changes to EFT information made by the Vendor's financial agent.
(8) Payment information. The Finance Department shall forward to the Vendor available
payment information that is suitable for transmission as of the date of release of the EFT, using
the format and delivery method most convenient to the City. If the City makes payment by check
in accordance with paragraph (a) of this clause, the City shall mail the payment information to the
remittance address contained on file.
4.5 Notices
All notices required to be in writing hereunder shall be deemed given when personally
delivered, or if mailed by certified or registered mail, three (3) days following deposit in the
United States mail, postage prepaid, or if via telecopy or facsimile, when received, or if sent by
courier service providing evidence of delivery, when actually delivered by such service.
All notices from Vendor to the City pursuant to this Agreement shall be directed to the
City Manager at City Hall, 321 East Fifth Street, P.O. Box 1150, Port Angeles, WA 98362 -0217,
or to such officer as designated by the City Manager.
All notices from the City to Vendor pursuant to this Agreement shall be directed to the
Vendor at 116 -1/2 West 8 Street, Port Angeles, WA 98362, or to such officer as designated by
the Vendor.
Page 7
4.6 Non Disclosure Agreement
The City will maintain confidentiality of any information provided or made available by
Vendor to the City to the extent permitted by law for which the Vendor has notified the City that
such information is of a confidential nature.
Vendor shall maintain confidentiality of all information about the City's computer
network and security systems and data under this Agreement. Vendor will maintain
confidentiality of any additional information provided or made available by the City to the extent
permitted by law for which the City has notified Vendor that such additional information of the
confidential nature.
Vendor shall accept and comply with Exhibit 3 the Non Disclosure Agreement under this
Agreement. The Vendor shall also accept and comply with any reasonable Non Disclosure
Agreement required by the City's information system vendors.
4.7 .Reports
Vendor shall promptly report to the City such information relating to this Agreement as
the City may reasonably require to demonstrate Vendor's compliance with the terms and
conditions of this Agreement and shall comply with the City's reasonable determination of the
forms for such reports, the time for such reports, the frequency with which any reports are to be
made, and whether or not such reports are to be certified.
4.8 Indemnification/Hold Harmless
Vendor shall defend, indemnify and hold harmless the City, its officers, officials,
employees, and volunteers from any and all claims, injuries, damages, losses or suits, including
attorney fees, arising or issuing out of or in connection with this Agreement, except as may be
caused by the sole negligence or willful misconduct on the part of the City.
The City reserves the right to inspect and /or audit Vendor's records relating to this
Agreement during normal business hours to determine compliance with the terms of this
Agreement.
4.9 Subcontracts /Assignment
Vendor shall not subcontract, assign or transfer any right, title or interest under the terms
of this Agreement without the prior written approval of the City. Such approval shall not be
unreasonably withheld or delayed, provided it is demonstrated to the City's satisfaction that the
assignee has the background, experience, certifications, ability, and the technical, financial and
legal resources to perform the requirements of this Agreement and will maintain the security of
the City's confidential information and comply with the Non Disclosure Agreement.
4.10 Survival
The provisions covering charges and payment, indemnification/hold harmless, and non-
disclosure of confidential information shall survive expiration of this Agreement.
Page 8
4.11 Open Access Policy
At all times the Vendor shall comply with the following City policy in support of the
Federal Communications Commission Policy Statement (FCC 05 -151) that relates to public
access to the WMDS. The policy, to which the City Manager form time to time may make minor
modifications, is to ensure that broadband networks are widely deployed, open, affordable, and
accessible to all consumers, and to encourage broadband deployment and preserve and promote
the open and interconnected nature of the public Internet. The policy entitles consumers to:
Access the lawful Internet content of their choice.
Run applications and use services of their choice, subject to the needs of law
enforcement.
Connect their choice of legal devices that do not harm the network.
Competition among network providers yapplication service providers; and
content providers.
4.12 Background Checks
Vendor personnel and any of Vendor's subcontractor personnel that are permitted to have
access to the City's facilities during the term of this Agreement are subject to a background check,
which shall be completed and approved by the City in its sole discretion and which shall be
considered confidential. Vendor personnel and any of Vendor's subcontractor personnel without
background checks approved by the City shall not have access to City facilities during the term of
this Agreement.
All Vendor and subcontractor personnel background checks approved by the City that
have access to City facilities during the term of this Agreement shall prominently display a City
provided identification badge.
4.13 Termination
Each Party reserves the right to terminate this Agreement without cause upon 60 days
written notice to the other Party provided such written notice is given on or before December 31,
2013.
Each Party also reserves the right to terminate this Agreement at any time upon breach or
failure of compliance by the other Party of a material term or condition of this Agreement;
provided that the non breaching Party has first given 60 days written notice to the breaching Party
specifying in reasonable detail the alleged breach or failure of compliance and demanding the
cure of the alleged breach or failure of compliance. If said breach or failure to comply cannot
reasonably be cured in 60 days and the breaching Party has promptly attempted to cure the same
but has been unable to do so, then the time for curing such breach or failure to comply shall be
extended for such period of time as may be reasonably necessary to complete such cure, as
determined by the non breaching Party.
Page 9
The City reserves the right to terminate this Agreement if Vendor breaches the Non
Disclosure Agreement, attached hereto as Exhibit 3. Such termination shall take effect
immediately upon the delivery of written notice to Vendor by the City of such termination.
4.14 Entire Agreement
This Agreement and its Exhibit(s) represent the entire agreement between the Parties with
respect to the subject matter hereof and supersede all prior oral negotiations and agreements. It is
the intent of the Parties that each Party enjoy all rights and be subject to all obligations of this
Agreement for the entire term of this Agreement. However, both Parties recognize that the
technology of telecommunications services is in a state of flux. The Parties may amend this
Agreement to reflect any proposed or actual use of the WMDS that is not expressly provided for
in this Agreement that may or may not invalidate or substantially negate or expand the effect of
any material provision of tlii's`Agreement.
4.15 Law, Venue and Attorney's Fees
The law of the State of Washington shall apply to any arbitration proceeding, suit, cause of
action or other legal action arising under or as a result of this Agreement. Venue shall be in
Clallam County Superior Court.
If any arbitration, suit or other action is instituted in connection with any controversy
arising under this Agreement, the prevailing Party shall be entitled to recover all of its costs and
expenses including such sum as the Court may judge reasonable for attorney fees, including fees
upon appeal of any judgment or ruling.
4.16 Arbitration
Any dispute relating to the interpretation or performance of this Agreement, other than a
decision by a Party to terminate this Agreement pursuant to Section 4.12, shall be resolved through
binding arbitration if such arbitration is requested by either Party. Arbitration shall be conducted in
Clallam County, Washington State in accordance with the then existing rules of the American
Arbitration Association for commercial disputes. Notwithstanding any provision of the rules of the
American Arbitration Association to the contrary, in such arbitration proceeding the Parties shall
be afforded discovery in accordance with the Federal Rules of Civil Procedure.
4.17 Amendments
This Agreement may not be changed, modified, amended or waived except by an
amendment signed by both Parties. To be valid and binding, any such amendment must be
approved by the City Council and signed by the City Council's designated signatory and by a duly
authorized officer of the Vendor.
4.17 Waiver.
Page 10
Neither Party's failure to insist upon strict performance of any provision of this Agreement will be
construed as a waiver of any of its rights hereunder.
AGREED TO BETWEEN THE PARTIES on the last date written below.
VENDOR.
By: Date
CITY OF PORT ANGELES
By: Date
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney
EXHIBITS
1 Vendor Technical Proposal
2 Vendor Charge Proposal
3 Non Disclosure Agreement
4 Service Level Agreement
5 WMDS Interlocal Agreement for Public Safety
Page 11
EXHIBIT 1
VENDOR TECHNICAL PROPOSAL
INTENTIONALLY LEFT BLANK
Page 12
EXHIBIT 2
VENDOR CHARGE PROPOSAL
INTENTIONALLY LEFT BLANK
Page 13
EXHIBIT 3
WITNESSETH
NON DISCLOSURE AGREEMENT
THIS AGREEMENT (Agreement) made and entered into this day of
20 by and between the City of Port Angeles, a municipal corporation (City)
and Capacity Provisioning, Inc. (Vendor) (collectively Parties).
NOW, THEREFORE, in consideration of terms and covenants contained herein, the
Parties agree as follows:
1. The Vendor has submitted a Technical Proposal and Charge Proposal to the City
in response to the City's request for proposals for the Wireless Mobile Data
System Operation, Management and Maintenance Services whereby Vendor will
perform services for the City, including, but not limited to certain assessments and
examination of the City's information systems.
2. As a condition of such request for proposal, Vendor is required to enter into this
Non Disclosure Agreement with the City.
3. The Vendor may have access to and become familiar with various confidential
information (City Information) regularly used in the operation of the City's
business prior to and after the Technical Proposal and Charge Proposal due date.
City Information includes, but is not limited to, utility discount customer mailing
lists, reports, devices; processes; applications; compilations of information;
records; computer system and network security systems; specifications; and
financial, accounting, statistical, security and personnel information. Vendor shall
not, during or after the request for proposal process disclose any such City
Information to any person, directly or indirectly, nor use it in any way, except as
required or authorized by the City.
4. City Information is not to be stored on any local workstation, laptop, or media
such as CD/DVD, USB drives, external hard drives or other similar portable
devices unless Vendor can ensure security for City Information so stored.
5. This Agreement not to disclose City Information and City and third party software
and related documentation as set forth in Sections 1 through 4 above shall apply
Page 14
during the term of the WMDS Operation, Management and Maintenance Services
Agreement and at any time thereafter unless disclosure specifically authorized by
the City in writing.
7. All files, records, documents, drawings, specifications, equipment, software, and
similar items relating to the City's business, whether or not prepared by Vendor,
shall remain the exclusive property of the City and shall not be removed under any
circumstances from the premises where the City's work is being carried on
without the prior approval of the City. Vendor shall make no copies of any City
Information obtained. All such property shall be returned to the City at the end of
the term of the WMDS Operation, Management and Maintenance Services
Agreement. Any information given to the Vendor related to City customers must
comply with the Federal Trade Commission Red Flags Rules as part of the Fair
and Accurate Credit Transactions Act of 2003.
8. Attachment 1 of this Agreement shall be signed by each employee of Vendor prior
to his or her access to confidential City Information.
9. If Vendor breaches this Agreement, the City may immediately terminate this
Agreement and withdraw Vendor's right to access City Information.
10. Vendor acknowledges that the City will, based upon the representations made in
this Agreement, disclose security information that is critical to the continued
success of the City's business. Accordingly, Vendor agrees that the City does not
have an adequate remedy at law for breach of this Agreement and therefore, the
City shall be entitled, as a non exclusive remedy, and in addition to an action for
damages, to seek and obtain an injunction or decree of specific performance or
any other remedy, from a court of competent jurisdiction to enjoin or remedy any
violation of this Agreement.
11. No act of omission or commission of either the City or Vendor, including without
limitation, any failure to exercise any right, remedy, or recourse, shall be deemed
to be a waiver, release, or modification of the same. Such a waiver, release, or
modification is to be effected only through a written modification to this
Agreement.
12. This Agreement is to be construed in accordance with the laws of the State of
Washington. Venue and jurisdiction for any cause of action or claim asserted by
either party hereto shall be in the Superior Court of Clallam County, Washington.
Page 15
IN WITNESS WHEREOF the Parties have executed this Agreement on the date first
above written.
VENDOR:
BY:
Title:
APPROVED AS TO FORM:
William E. Bloor, City Attorney
CITY OF PORT ANGELES:
321 E. 5th Street
Port Angeles, WA 98362
BY:
ATTEST:
Janessa Hurd, City Clerk
Page 16
NON DISCLOSURE AGREEMENT ATTACHMENT 1
As a condition precedent to being made aware of confidential information, I have read the
foregoing Agreement and agree to be bound by its terms.
Employee Name /Company Employee Signature
WASHINGTON SHORT.FORM INDIVIDUAL ACKNOWLEDGMENT (RCW 42 44 100)
rOreCP;<—
4
State of Washington
County of
I certify that I know or have satisfactory evidence that
My appointment expires
OPTIONAL
Although the information in this section is not required by law, it may prove valuable to
persons relying on the document and could prevent fraudulent removal and
reattachment of this form to another document.
Place Notary Seal Above
Description of Attached Document
Title or Type of Document:
Document Date. Number of Pages:
SS,
Name of Signer
is the person who appeared before me, and said
person acknowledged that he/she signed this
instrument and acknowledged it to be his/her free
and voluntary act for the uses and purposes
mentioned in the instrument.
Dated:
Month/Day/Year
Signature of Notarizing Officer
Title (Such as "Notary Public")
Month/Day/Year of Appointment Expiration
Right urn nnt
of Si tier
Top of thumb here
Signer(s) Other Than Named Above:
1999 National Notary Association 9350 De Sato Ave.. P.O Bcx 2402 Chatsworth. CA 91313-2402 www.nationalnotary org
Item No. 5906 Reorder. Cat Toll-Free 1-800-876-6827
EXHIBIT 4
VENDOR SERVICE LEVEL AGREEMENT
INTENTIONALLY LEFT BLANK
EXHIBIT 5
WMDS INTERLOCAL AGREEMENT FOR PUBLIC SAFETY SERVICES
Pursuant to Chapter 39.34 of the Revised Code of Washington and other provisions of the law,
hereinafter called OTHER PARTY, and the CITY OF PORT
ANGELES, a non charter code City of the State of Washington, hereinafter called CITY, hereby
agree to cooperatively obtain services according to the following terms and conditions:
1. The City has negotiated a Wireless Mobile Data System (WMDS) Operation, Management
and Maintenance (OM &M) Services Agreement with Capacity Provisioning, Inc.
(VENDOR) for the provision of telecommunications services using the 4.9 GHz wireless
operations that are licensed by the Federal Communications Commission, which is attached
hereto as Exhibit A, and agrees to extend the privileges of said negotiation to the OTHER
PARTY to the extent permitted by law and agreed upon by the CITY, the OTHER
PARTY,' and 'the 'VENDOR:"
2. This Agreement is limited to services under the City's WMDS OM &M Services
Agreement with the VENDOR, including the provision of one (1) vehicle access mobile
wireless unit at no charge to the OTHER PARTY. Provided, however, that the OTHER
PARTY agrees to pay a monthly recurring charge to the CITY, which shall be the same
monthly recurring charge incurred by the City's Police and Fire Departments.
3. At the option of the OTHER PARTY, additional vehicle access mobile wireless units
specified by the CITY may be purchased by the OTHER PARTY. In addition, the OTHER
PARTY agrees to pay a monthly recurring charge to the CITY for each additional vehicle
access mobile wireless unit, which shall be the same monthly recurring charge incurred by
the City's Police and Fire Departments.
4. The OTHER PARTY accepts responsibility for compliance with all laws and any
additional or varying laws and regulations governing its acquisition of services. Acquisition
of services by the OTHER PARTY shall be effected by a purchase order directed to the
City.
5. The City shall assume no responsibility, express or implied, for the reliability of usefulness
of the WMDS on behalf of the OTHER PARTY.
6. This Agreement shall remain in force until canceled by the CITY or the OTHER PARTY,
which cancellation may be effected with notice to each other.
CITY OF PORT ANGELES, WA
Authorized Name Authorized Name
City Manager Title
Date Date
,WA
CITY OF PORT ANGELES
WIRELESS MOBILE DATA SYSTEM RETAIL SERVICE PROVIDER AGREEMENT
Between
CITY OF PORT ANGELES, WA
And
Olypen, Inc.
Dated
December 20, 2011
Page 1
WIRELESS MOBILE DATA SYSTEM RETAIL SERVICE PROVIDER AGREEMENT
THIS WIRELESS MOBILE DATA SYSTEM RETAIL SERVICE PROVIDER
AGREEMENT (the "Agreement between the City of Port Angeles, a Washington municipal
corporation, hereinafter the "City and Olypen, Inc., existing under the laws of Washington,
registered to do business in Washington State, hereinafter the "Vendor sets forth the terms and
conditions for provision by Vendor of providing retail Internet Service Provider services,
hereinafter "ISP services and retail network services to the general public using the City's
Wireless Mobile Data System, hereinafter the "WMDS The City and Vendor are referred to
collectively as the "Parties and individually as "Party
1. AGREEMENT TERM
This Agreement is subject to the availability of excess cap in the WMDS being
available, is non exclusive, shall commence as of the date it is fully executed by both Parties, and
shall continue in effect for a period of six years unless earlier terminated pursuant to Section 2.8
or 2.14 hereof.
2. AGREEMENT
2.1 Performance by the Vendor
This Agreement requires the Vendor to perform the following in accordance with the
Exhibits 1, 2, 3, 4 and 5:
1. ISP Services. The Vendor must secure a network interconnection for wholesale Internet
access and will be responsible for all retail ISP service functions (e.g., site surveys to
determine adequate signal strength and lack of interference, advertisements and free trial
periods, customer service, billing, collection, technical support, customer premise
equipment, service activation) for use of the WMDS to provide ISP services to the general
public. The Vendor shall provide hot spot and walled garden services to 'the general
public in accordance with Exhibit 2. The Vendor shall provide quarterly reports to the City
detailing the monthly number of subscribers at each Tier.
2. Network Services. The Vendor will be responsible for all retail network services (e.g.,
point -to -point VLAN service) and service functions (e.g., customer service, billing,
collection, technical support, customer premise equipment, service activation) for use of
the WMDS to provide network services to the general public. The Vendor shall provide
retail network services to the general public in accordance with Exhibit 2. The Vendor
shall provide quarterly reports detailing the number of monthly subscribers at each Tier.
2.2 Service Level Agreement
A service level agreement for the Vendor's interconnection to the WMDS to provide retail
1SP services and retail network services to the general public using the 2.4 GHz wireless
Page 2
operations that are not licensed by the Federal Communications Commission is provided as
Exhibit 4, which services include but are not limited to system availability, reliability, security,
latency, packet loss, network operating center, problem reporting and priorization.
The service level agreement for Vendor's use of the WMDS shall be in accordance with
the WMDS Operation, Management. and Maintenance Services Agreement.
2.3 Scope of Vendor's Obligations
The intent of the City and the Vendor is that the Vendor shall provide retail ISP services,
hot spot services, walled garden services, a network interconnection for wholesale Internet access
with a minimum capacity of 100 Mbps, and retail network services to the general public using the
WMDS for the City. The Vendor shall pay all recurring charges for wholesale Internet access.
The Vendor shall complete and pay for all other necessary work to accomplish the intent of this
Agreement, even if such work, acquisitions, payments, or other performances are not specifically
mentioned in this Agreement. The Vendor shall maintain its monthly recurring subscriber
charges for the number of months specified in Exhibit 2. The Vendor may adjust its monthly
recurring subscriber charges after the number of months specified in Exhibit 2 have elapsed, and
shall notify the City thirty (30) days in advance of any adjustment in accordance with Section 2.6.
The City shall provide or procure all necessary WMDS components, management,
supervision, resources and materials required in accordance with the terms and intention of the
WMDS Acquisition and Integration Agreement and the WMDS OM &M Services Agreement, all
so that at the time the WMDS is ready for use the Vendor may begin commercial operations. The
City shall pay for all recurring charges for electric service to each Wireless Access Point and all
recurring charges, if any, for fiber optic service to Wireless Access Points.
The Vendor may not unreasonably deny service to any residence or business in the City,
however the Vendor may deny service to any residence or business that it deems, in its sole
discretion, to be unserviceable either due to low signal quality at the residence or business
location, inability to reasonably mount the Customer Premise Equipment at the residence or
business, or other such reason Vendor deems the residence or business to be unserviceable.
Additionally, Vendor may, in its sole discretion, deny service to any person who fails to meet or is
unable to meet financial obligations for the service and /or any person it deems to have violated
the Vendor's Terms of Service Agreement provided in Exhibit 5.
2.4 Total Compensation
The Vendor agrees to pay the City a charge in the amount of $5.00 per month per retail
ISP Tier 1 subscriber to the WMDS. The Vendor agrees to pay the City a charge in the amount of
$10.00 per month per retail Tier 1 network service subscriber to the WMDS. The Vendor's
payment to the City per month per retail subscriber for a higher than Tier 1 service shall be
determined dividing the higher Tier service Mbps by the Tier 1 Mbps, which shall then be
multiplied by the share that Tier 1 City revenues constitutes of total City revenues for each month
under this Agreement. In the event the Vendor increases its retail ISP or network service monthly
Page 3
recurring subscriber charges, the Vendor's payment to the City per month shall be determined by
dividing the new monthly recurring subscriber charge by the monthly recurring subscriber charge
in Exhibit 2, which shall then be multiplied by the fixed monthly revenue share amount per
subscriber in accordance with the retail ISP amount included in Exhibit 2, Schedule `B items "I"
and "J" or the retail network service amount included in Exhibit 2, Schedule "C items "G" and
"H as appropriate.
The Vendor agrees to pay the City a charge in the amount of 25% of the Vendor's total
monthly revenues related to hot spot services, value add hot spot services, and walled garden
services using the WMDS in accordance with Exhibit 2.
The charges for Exhibit 2 Schedules "F" and "G" shall remain valid throughout the term
of this Agreement.
2.5 Taxes, Permits and Fees
The Vendor shall pay sales, consumer, use, City public utility tax, and all other local, state
and federal taxes necessary for proper execution.
2.6 Vendor Payment
Vendor payment to the City shall be quarterly (4 payments per year). Vendor payment is
due within 30 days of the end of each quarter. Thereafter, interest of 1.0% per month will be
charged on the payment or partial payment due.
2.7 Notices
All notices required to be in writing hereunder shall be deemed given when personally
delivered, or if mailed by certified or registered mail, three (3) days following deposit in the
United States mail, postage prepaid, or if via telecopy or facsimile, when received, or if sent by
courier service providing evidence of delivery, when actually delivered by such service.
All notices from Vendor to the City pursuant to this Agreement shall be directed to the
City Manager at City Hall, 321 East Fifth Street, P.O. Box 1150, Port Angeles, WA 98362 -0217,
or to such officer as designated by the City Manager.
All notices from the City to Vendor pursuant to this Agreement shall be directed to the
Vendor at 315 East Washington Street, Sequim, WA 98382, or to such officer as designated by
the Vendor.
2.8 Non Disclosure Agreement
The City will maintain confidentiality of any information provided or made available by
Vendor to the City to the extent permitted by law for which the Vendor has notified the City that
such information is of a confidential nature.
Vendor shall maintain confidentiality of all information about the City's computer
network and security systems and data under this Agreement. Vendor will maintain
confidentiality of any additional information provided or made available by the City to the
Page 4
Vendor to the extent permitted by law for which the City has notified Vendor that such additional
information is of the confidential nature.
Vendor shall accept and comply with Exhibit 3 the Non Disclosure Agreement under this
Agreement. The Vendor shall also accept and comply with any reasonable Non Disclosure
Agreement required by the City's information system vendors.
2.9 Insurance
The Vendor shall procure and maintain for the duration of this Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Vendor, their agents,
representatives, employees or subcontractors. Failure by the Vendor to maintain the insurance as
required shall constitute a material breach of contract upon which the City may, after giving five
working days notice to the Vendor to correct the breach, immediately terminate the Agreement or
at its discretion, procure or renew such insurance and-pay any and all premiums_in connection:
therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion
of the City, off set against funds due the Vendor from the City.
a. Minimum Scope of Insurance
The Vendor shall obtain insurance of the types described below:
i. Automobile Liability insurance covering all owned, non- owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a
substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed
to provide contractual liability coverage.
ii. Commercial General Liability insurance shall be written on ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, stop gap liability,
independent contractors, products completed operations, personal injury and advertising injury,
and liability assumed under an insured contract. The Commercial General Liability insurance
shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85.
There shall be no endorsement or modification of the Commercial General Liability insurance for
liability arising from explosion, collapse or underground property damage. The City shall be
named as an insured under the Vendor's Commercial General Liability insurance policy with
respect to the work performed for the City using ISO Additional Insured Endorsement CG 20 10
10 01 and Additional Insured Completed Operations Endorsement CG 20 37 10 01 or substitute
endorsements providing equivalent coverage.
iii. Workers' Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
b. Minimum Amounts of Insurance
The Vendor shall maintain the following insurance limits:
i. Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
Page 5
ii. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate and a $1,000,000 products completed
operations aggregate limit.
c. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions
for Automobile Liability and Commercial General Liability insurance.
i. The Vendor's insurance coverage shall be primary insurance with respect to the
City. Any insurance, self insurance, or insurance pool coverage maintained by the City shall be
in excess of the Vendor's insurance and shall not contribute with it.
ii. The Vendor's insurance shall not be cancelled or reduced as to coverage, except
after forty-five (45) days prior written notice by certified mail, return receipt requested, has been
given to the City.
2.10 Reports
The Vendor shall promptly report to the City such information relating to this Agreement
as the City may reasonably require to demonstrate Vendor's compliance with the terms and
conditions of this Agreement and shall comply with the City's reasonable determination of the
forms for such reports, the time for such reports, the frequency with which any reports are to be
made, and whether or not such reports are to be certified.
The Vendor's quarterly payments shall be accompanied by a statement that lists the
service Tiers and monthly number of subscribers receiving retail services during the prior quarter.
This statement shall be in a reasonable form agreed to by the City and Vendor. Any transaction or
arrangement which has the intent of circumventing payment of required charges and /or evasion of
payment of charges by non- collection, non reporting, bartering, or any other means which evade
the actual reporting of subscribers by Vendor delivered over the WMDS is prohibited.
The City reserves the right to conduct subscriber audits, at the Vendor's offices during
normal business hours and upon thirty days written notice to inspect and audit the Vendor's
records showing the subscribers from which its charges are computed. Any such inspection or
audit of Vendor's records shall take place within thirty -six months following the respective
calendar year in which the Vendor rendered the service to be audited or inspected. The Vendor
shall reimburse the City for any charges due under this Agreement that were underpaid. In the
event an audit results in a determination that Vendor has underpaid any charges arising under this
Agreement by five percent or more, the Vendor shall in addition reimburse the City for the
reasonable cost of the audit. The City shall pay the Vendor any amounts which any audit
indicates are overpaid.
Page 6
2.11 Indemnification/Hold Harmless
Vendor shall defend, indemnify and hold harmless the City, its officers, officials,
employees, and volunteers from any and all claims, injuries, damages, losses or suits, including
attorney fees, arising or issuing out of or in connection with this Agreement, except as may be
caused by the sole negligence or willful misconduct on the part of the City.
2.12 Subcontracts /Assignment
Vendor shall not subcontract, assign or transfer any right, title or interest under the terms
of this Agreement without the prior written approval of the City. Such approval shall not be
unreasonably withheld or delayed, provided it is demonstrated to the City's satisfaction that the
assignee has the background, experience, certifications, ability, and the technical, financial and
legal resources to perform the requirements of this Agreement, and will maintain the security of
the City's confidential information and comply with the Non Disclosure Agreement.
2.13 Survival
The provisions covering charges and payment, indemnification/hold harmless, and non-
disclosure of confidential information shall survive expiration of this Agreement.
2.14 Open Access Policy
At all times the Vendor shall comply with the following City policy in support of the
Federal Communications Commission Policy Statement (FCC 05 -151) that relates to public
access to the WMDS. The policy, to which the City Manager may from time to time make minor
modifications, is to ensure that broadband networks are widely deployed, open, affordable, and
accessible to all consumers, and to encourage broadband deployment and preserve and promote
the open and interconnected nature of the public Internet. Nothing in this Section shall prohibit
the Vendor from enforcing its Terms of Service Agreement provided in Exhibit 5. The policy
entitles consumers to:
Access the lawful Internet content of their choice.
Run applications and use services of their choice, subject to the needs of law
enforcement.
Connect their choice of legal devices that do not harm the network.
Competition among network providers, application and service providers, and
content providers.
2.15 Termination
Each Party reserves the right to terminate this Agreement without cause upon 60 days
written notice to the other Party, provided such written notice is given on or before December 31,
2013.
Page 7
Each Party also reserves the right to terminate this Agreement at any time upon breach or
failure of compliance by the other Party of a material term or condition of this Agreement;
provided that the non breaching Party has first given 60 days written notice to the breaching Party
specifying in reasonable detail the alleged breach or failure of compliance and demanding the
cure of the alleged breach or failure of compliance. If said breach or failure to comply cannot
reasonably be cured in 60 days and the breaching Party has promptly attempted to cure the same
but has been unable to do so, then the time for curing such breach or failure to comply shall be
extended for such period of time as may be reasonably necessary to complete such cure, as
determined by the non breaching Party.
The City reserves the right to terminate this Agreement if Vendor breaches the Non
Disclosure Agreement, attached hereto as Exhibit 3. Such termination shall take effect
immediately upon the delivery of written notice to Vendor by the City of such information.
2.16 Entire Agreement
This Agreement and its Exhibit(s) represent the entire agreement between the Parties with
respect to the subject matter hereof and supersedes all prior oral negotiations and agreements. It
is the intent of the Parties hereto that each Party enjoy all rights and be subject to all obligations of
this Agreement for the entire term of this Agreement. However, both Parties recognize that the
technology of telecommunications services is in a state of flux. The Parties may amend this
Agreement to reflect any proposed or actual use of the WMDS that is not expressly provided for
in this Agreement that may or may not invalidate or substantially negate or expand the effect of
any material provision of this Agreement.
2.17 Applicable Law, Venue and Attorney's Fees
The law of the State of Washington shall apply to any arbitration proceeding, suit, cause of
action or other legal action arising under or as a result of this Agreement. Venue shall be in
Clallam County Superior Court.
If any arbitration, suit or other action is instituted in connection with any controversy
arising under this Agreement, the prevailing Party shall be entitled to recover all of its costs and
expenses including such sum as the Court may judge reasonable for attorney fees, including fees
upon appeal of any judgment or ruling.
2.18 Arbitration
Any dispute relating to the interpretation or performance of this Agreement, other than a
decision by a Party to terminate this Agreement pursuant to Section 2.7 or 2.12, shall be resolved
through binding arbitration if such arbitration is requested by either Party. Arbitration shall be
conducted in Clallam County, Washington State in accordance with the then existing rules of the
American Arbitration Association for commercial disputes. Notwithstanding any provision of the
rules of the American Arbitration Association to the contrary, in such arbitration proceeding the
Parties shall be afforded discovery in accordance with the Federal Rules of Civil Procedure.
Page 8
2.19 Amendments
This Agreement may not be changed, modified, amended or waived except by an
amendment signed by both the Parties hereto. To be valid and binding, any such amendment
must be approved by the City Council and signed by the City Council's designated signatory and
by a duly authorized officer of the Vendor.
2.20 Subsequent Retail Service Provider Agreements
In the event the City enters into another agreement of any kind with any other person or
entity other than the Vendor for the purpose of providing retail ISP services or retail network
services within the City, the material provisions thereof shall be no more favorable or less
burdensome to those contained herein, in order that one vendor not be granted an unfair
competitive advantage over another.
2.21 Waiver.
Neither Party's failure to insist upon strict performance of any provision of this Agreement
will be construed as a waiver of any of its rights hereunder.
AGREED TO BETWEEN THE PARTIES on the last date written below.
VENDOR.
By: Date
CITY OF PORT ANGELES
By:
ATTEST:
City Clerk
Page 9
Date
APPROVED AS TO FORM:
City Attorney
EXHIBITS
1 Vendor Technical Proposal
2 Vendor Charge Proposal
3 Non Disclosure Agreement
4 Service Level Agreement
5 Terms of Service Agreement
Page 10
EXHIBIT 1
VENDOR TECHNICAL PROPOSAL
INTENTIONALLY LEFT BLANK
Page 11
EXHIBIT 2
VENDOR CHARGE PROPOSAL
INTENTIONALLY LEFT BLANK
Page 12
THIS AGREEMENT (Agreement) made and entered into this day of
20 by and between the City of Port Angeles, a municipal corporation (City)
and Olypen, Inc. (Vendor) (collectively Parties).
WITNESSETH
EXHIBIT 3
NON DISCLOSURE AGREEMENT
NOW, THEREFORE, in consideration of terms and covenants contained herein, the
Parties agree as follows:
1. The Vendor has submitted a Technical Proposal and Charge Proposal to the City
in response to the City's request for proposals for Wireless Mobile Data System
Retail Service Providers whereby Vendor will perform services for the City,
including, but not limited to certain assessments and examination of the City's
information systems.
2. As a condition of such request for proposal, Vendor is required to enter into this
Non Disclosure Agreement with the City.
3. The Vendor may have access to and become familiar with various confidential
information (City Information) regularly used in the operation of the City's
business prior to and after the Technical Proposal and Charge Proposal due date.
City Information includes, but is not limited to, utility discount customer mailing
lists, reports, devices; processes; applications; compilations of information;
records; computer system and network security systems; specifications; and
financial, accounting, statistical, security and personnel information. Vendor shall
not, during or after the request for proposal process disclose any such City
Information to any person, directly or indirectly, nor use it in any way, except as
required or authorized by the City.
4. City Information is not to be stored on any local workstation, laptop, or media
such as CD /DVD, USB drives, external hard drives or other similar portable
devices unless Vendor can ensure security for City Information so stored.
5. This Agreement not to disclose City Information and City and third party software
and related documentation as set forth in Sections 1 through 4 above shall apply
Page 13
during the term of the WMDS Retail Service Provider Agreement and at any time
thereafter unless disclosure is specifically authorized by the City in writing.
7. All files, records, documents, drawings, specifications, equipment, software, and
similar items relating to the City's business, whether or not prepared by Vendor,
shall remain the exclusive property of the City and shall not be removed under any
circumstances from the premises where the City's work is being carried on
without the prior approval of the City. Vendor shall make no copies of any City
Information obtained. All such property shall be returned to the City at the end of
the term of the WMDS Retail Service Provider Agreement. Any information
given to the Vendor related to City customers must comply with the Federal Trade
Commission Red Flags Rules as part of the Fair and Accurate Credit Transactions
Act of 2003.
8. Attachment 1 of this Agreement shall be signed by each employee of Vendor prior
to his or her access to confidential City Information.
9. If Vendor breaches this Agreement, the City may immediately terminate this
Agreement and withdraw Vendor's right to access City Information.
10. Vendor acknowledges that the City will, based upon the representations made in
this Agreement, disclose security information that is critical to the continued
success of the City's business. Accordingly, Vendor agrees that the City does not
have an adequate remedy at law for breach of this Agreement and therefore, the
City shall be entitled, as a non exclusive remedy, and in addition to an action for
damages, to seek and obtain an injunction or decree of specific performance or
any other remedy, from a court of competent jurisdiction to enjoin or remedy any
violation of this Agreement.
11. No act of omission or commission of either the City or Vendor, including without
limitation, any failure to exercise any right, remedy, or recourse, shall be deemed
to be a waiver, release, or modification of the same. Such a waiver, release, or
modification is to be effected only through a written modification to this
Agreement.
12. This Agreement is to be construed in accordance with the laws of the State of
Washington. Venue and jurisdiction for any cause of action or claim asserted by
either Party shall be in the Superior Court of Clallam County, Washington.
Page 14
IN WITNESS WHEREOF the Parties have executed this Agreement on the date first
above written.
VENDOR:
BY:
Title:
APPROVED AS TO FORM:
William E. Bloor, City Attorney
CITY OF PORT ANGELES:
321 E. 5 Street
Port Angeles, WA 98362
BY:
ATTEST:
Janessa Hurd, City Clerk
Page 15
NON DISCLOSURE AGREEMENT ATTACHMENT 1
As a condition precedent to being made aware of confidential information, I have read the
foregoing Agreement and agree to be bound by its terms.
Employee Name /Company Employee Signature
WASHINGTON SHORT -FORM INDIVIDUAL ACKNOWLEDGMENT (RCW42.14.100)
a� if :6 .5ta �3 i4� �^Y nC E c ^C t c St fra f.w C St,4 Y C1
1
State of Washington
County of
I certify that I know or have satisfactory evidence that
OPTIONAL
Although the information in this section is not required by law, it may prove valuable to
persons relying on the document and could prevent fraudulent removal and
reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date:
Signer(s) Other Than Named Above:
Number of Pages:
SS.
Name of Signer
is the person who appeared before me, and said
person acknowledged that he /she signed this
instrument and acknowledged it to be his /her free
and voluntary act for the uses and purposes
mentioned in the instrument.
Dated:
My appointment expires
Month /Day/Year
Signature of Notarizing Off icer
Title (Such as "Notary Public')
Place Notary Seal Above Month/Day/Year of Appointment Expiration
ig t Thumbprint.
of Signer
Top of thumb here
1999 National Notary Association 9350 De Soto Ave., P.O Box 2402 Chatsworth. CA 91313-2402 www nationalnotary org
Item No. 5906 Reorder. Call Toll -Free 1 -800- 876 -6827
�c- �r yv�,�l.ti.ti�- .S„�= �c;,�: v ..^'vim '%4�ti; -�v ;v„��
EXHIBIT 4
VENDOR SERVICE LEVEL AGREEMENT
INTENTIONALLY LEFT BLANK
EXHIBIT 5
TERMS OF SERVICE AGREEMENT
INTENTIONALLY LEFT BLANK
December 13, 2011
City Council and Utility Advisory Committee
Broadband Technologies Opportunity Program (BTOP)
Wireless Mobile Data System (WMDS)
Earthquake Communications Preparedness Forum
May 3, 2011
FCC Chairman Julius Genachowski
On the reliability of wireless mesh networks
"The continued ability to use wireless devices to access the
Internet was in large part due to the redundancy of Japan's
wireless mesh network, which can automatically reroute signals
over alternate paths if one route is destroyed. The reliability of
mesh networking is another lesson we can draw from Japan."
12/13/2011
1
X Short History of WMDS
X CTC Professional Services Agreement (RFP and Overseer)
X WMDS Acquisition Integration Agreement
X WMDS OM &M Agreement
X WMDS Retail Service Provider Agreement
X Community Support
X City Consultant Recommendations
X What's Next?
A Short History
J June 19, 2006 City Council incorporates Wireless Tech Plan for
Police /Fire into CFP.
X March 17, 2009 Council approves consulting agreement with
CTC directs CTC to prepare a Wireless Tech Plan.
N July 21, 2009 Council directs CTC to design a system, conduct a
Business Case Evaluation, and prepare a grant application.
12/13/2011
2
CTC
Columbia Telecommunications Corporation
vJ NoaNet directed a second RFQto select a consultant.
4 submittals; CTC selected.
X May 17, 2011 Council approved a professional services
agreement with CTC.
Amendment #1 continues that agreement through design and
construction.
X August 2010: NoaNet awarded a BTOP grant; we are included as
a sub grantee.
X The Business Case Evaluation made it clear that, absent the
grant, the City's WMDS needs would continue to be unmet
indefinitely.
7J Negotiations have confirmed CTC's recommendation
Outsourcing has been successful.
12/13/2011
3
WMDS Acquisition Integration Agreement
(Design Construction RFP)
X Authorized CTC to proceed May 17, 2011
X Project Team includes City staff, NoaNet Coordinated Services
Manager, Clallam County IT.
X 24 initial vendors 5 submitted proposals.
Acquisition Integration Agreement
(Design Construction RFP) cont...
X All 5 were responsive interviewed.
9 Only the CPI /Cascade Network proposal was within the City's
budget.
X Consensus from the RFP evaluation team agreement that
CPI /Cascade proposal was superior to the others and most
advantageous to the City.
74 Confirmed by senior management oversight.
12/13/2011
4
Operation, Management, Maintenance
Services Agreement
CPI /Cascade was the selected vendor.
6 year fixed -cost agreement.
Three service options presented A, B, and C.
Staff recommends OM &M Option C.
Option C is the least cost and provides the necessary services.
Today we will show you our plan to:
Technology Aruba Networks
M Design and Construction CPI /Cascade
City Oversight CTC
OM &M CPI /Cascade
Retail Services OlyPen
12/13/2011
5
X No action is requested today.
X UAC reconvenes December 15, 2011 for their recommendation.
X City Council meets December 20, 2011 for their decision.
Please hold questions until the end of today's presentation.
CPI Vice President
CNI President
CNI Sr. Project Engineer
Aruba Vice President
OlyPen, General Manager
Olympic Medical Center
Pen College Tech Director
Center for Rural Development
EES Consulting
Columbia Telecommunications Corp
Western Public Agencies Group
City of PA
Craig Johnson
Brian Magnuson
Chris Schueller
Greg Murphy
Chuck Beaudette
Dr Mark Fischer
Steve Baxter
Richard Bull
Anne Falcon
Lee Afflerbach
Terry Mundorf
Nathan West
12/13/2011
6
Capacity Provisioning Inc.
Highlights
Business started in 2001 with
minimal capital and has now
grown to gross an average of
almost one million dollars per
year.
Steady growth in core fiber optic
and ISP business with increasing
monthly recurring revenue.
Celebrated 10 Years in Business
Sept. 2011
Division
CPI
Ventures
Scope Capabilities
Pt
iorateUmbre
nd
unded'2001,7hp
Fibe r,O"ptic�Transpoit'
provwder and ISP,wdk
seSeral h'undred'Iiuiines's,,
customers"ln �4LCoiMileSY;
Community Technology�;��.
Owns CPI Tech Center and
rents space to many local
businesses offering them
extremely low cost high speed
Internet
12/13/2011
7
C Management ement and key technical staff
9 Y
Over 60 years combined experience in the telecommunication professions
Craig Johnson, Managing Partner: Twenty one years in the telecommunications profession.
Novell, Microsoft and CompTia certified in the disciplines of system and network administration.
Bob Jensen, Partner /Senior Design Engineer. Seventeen years in the telecommunications
profession
Certified in voice, data, and fiber optic design engineering.
Kurtis Lorentzen, Senior Network Engineer: Eleven years in the telecommunications profession
Cisco, Microsoft and CompTia certified in the disciplines of system and network administration Nine
years' experience in the design and construction of fiber optic metropolitan area networks.
Jeremy Johnson, Project Manager: Twelve years' experience in the telecommunications profession.
Network security certified professional. 6 years as a lead applications developer.
j/
TCO
CASCADE
NETWORKS
(.76r1
OLYPEN
Data Voice Video
r' 1112AMK
networks
DESIGN
CONSTRUCTION
12/13/2011
8
Economical
Upgradeable
Reliable
Metro -Net
Proposal
Goals
Financially
Sustainable
Expandable
Brian Magnuson
Chris Schueller
Craig Johnson
Bob Jensen
Kurt Lorentzen
Jeremy Johnson
Greg Murphy
Sergio Gutierrez
12/13/2011
9
Division
CASCADE
NETWORKS
Data vo ce Video
IMO CASCADE
IMO MOBILE
M,ssion Critical Systems
CASCADE
CONNECT
iP Systems integration
CASCADE
NETWORKS
Data Voice Video
(Scope Capabilities
Corporate Umbrella
Founded 2000
Hybrid Wireless and Fiber Optic
ISP with several thousand
residential and business
customers in 5 Counties
Two -Way Radio VAR
Vehicle Upfitting and Integration
Specialists
Serving 5 Counties and 9 Cities
for Police Fire Departments
Systems Integration arm
Focused on large site projects
Wireless and Fiber Optic
Network Build -Outs plus Edge
Applications, i e Video
Surveillance, Access Control,
Asset Tracking
Award Winning VAR
Distributor
Diverse Product Lines— Aruba,
Motorola, Cisco, SAE, Axis, Sony
Network Design, Procurement
and Configuration Specialists
Financial Highlights
Steady Growth in Core ISP Business
with Increasing Monthly Recurring
Revenue
Teaming with local PUD'sto lower
the capital required to grow the CNI
network
Shifting VAR business to more
diverse, higher margin product lines
Adding on higher margin businesses
Vehicle Integration and Large Site
Integration Projects
Won ARRA BIP Gant Loan to
accelerate build -out of CNI network
in rural Lower Columbia Region
12/13/2011
10
Nearly 90 years combined relevant experience
Brian Magnuson, President: Twenty nine years relevant experience.
Nine years with CNI building and deploying wireless infrastructure equipment and
networks.
Frank McShane, COO: Twenty two years relevant experience.
Corporate management, operations and supply chain management, and strategic
planning.
Tamala Wilson, Senior Network Engineer: Eighteen years relevant experience. Cisco
certifications in network design and construction.
Cody Anderson, Senior Outside Plant Foreman: Six years relevant experience.
Aaron Wheeler, Installer: Six years relevant experience.
Will Bartell, Field Installation Manager: Seven years relevant experience.
Project
IL Hartsfield- Jackson
Atlanta International Airport
Overview
Currently on 4th consecutive Port Technology Project
Wireless Fiber Optic Mesh Network for Port Police
Digital Radio Design and Installation for inter operability with region
Public Safety Agencies
Security Upgrade Coordination Project prioritizing and managing $11
million Grant Spending
24/7 network monitoring and post installation support
Now installing Enterprise Technology Infrastructure Platform
Largest/ busiest airport in the world
Designed and Installed Wireless network Backbone covering entire
airport grounds
Installed ground equipment tracking system integrated with network
Designed installed wireless and fiber optic network backbone
Configured and installed fixed and PTZ video surveillance system for
improved port security and operations control
24/7 system monitoring and post installation support
12/13/2011
11
Cascade Networks: Providing Integrated Solutions
For Fleet Services Critical First Responders
CASCADE,
MOBILE
Mission Cr h cal Sys tems
*ENGINEERING INTEGRATED SO UTIONS
Complete Vehicle Design
Mission Critical Lighting Solutions
Two Way Communications
Mobile Video Surveillance
Ruggedized Mobile Networks
Ruggedized Laptops CPU's
Biometric Weapons Retention
Fleet Management
Signage and Lettering
A Communications Equipment
Video Surveillance
Lighting Packages
Wireless Microwave Technology
Plate Recognition (ALPR)
12/13/2011
12
CASCAD
hial MOBILE
CONFIDENTIAL
CONFIDENTIAL
INMOTION onboard Mobile Gateway
T E C H N O L O G Y
Purpose -built for mobile environment no adaptation
Vibration Shock Resistant meets SAE J1455 Standards
Future -Proof Supports all IP devices in the vehicle
Secure data transmission to and from vehicle without the need
for VPN client software on every device
Single Platform Reduces operating and capital costs for
infrastructure
12/13/2011
13
Secure Installation
CASCAD
MOBILE
Mission Cnticat S stems
Highest Quality Installation Components
Dual Shield Antenna Cable
High Quality TXL Electrical Wire
3M Seamless Electrical Connectors
Heat Shrink Fittings on AU Exterior Connections
A rpm MED AM
Air-7N y
networks
12/13/2011
14
Cluck Facts
$cto
Sam
$3m
$1 W
$250
$2m
$150
$lm
$50
$o
NASDAQ ARUN
FY'11 Revenue $396 5M
Q4 Revenue of$1138M up 47 %YOY
and8% QoQ
Q4 Revenue Profitable
No debt, $234M+ cash
Morethan 1,100 Employees, 15,500 Customers
MN
FY OR
Mm
M10
Cumulative Aruba Customers
Aruba added a record 1,500 customers in Q4'11,
bringing us to more than 15,500 total customer
organizations
12/13/2011
15
Premium List of Worldwide Customers
High Tech
PiliaoSaft Q
COREL NCR
Education
IanmFir \Nlm
p Yale
4ers.+uil040
seniee
OLIN
SRI)
McGill
[=Hospitality
n ino n
I
EWEN
Oil and Gas
MIllkiiiiiIIIM
Goode
yAxoo
ammaazon,com
A rt
E
LLtAro otl 9
d DEM DENTAL'
Pu blic Transit
111111=i1=r
Visionary Leadership
challengers
Source. Gartner (March 2011)
Cosa
I1 CN11.SIM
SONY
D -link Systems
Juniper Networks
HP Networking
Xirrus
Enteras
charlessciiwAa
P zer
Finance
Public Venues
gBYalbao/ t8°
WPORT
O
leaders
uA.4 mpleteness of visi0T11
Media Ent.
lQ)Asr uiwcp
Retail
SAFEWAY" T.csu\1 /1
NORDSTROM
CFNrusS
Services
Wad EMI
IMO a .rm
I=1 14 7
Telecom
to Cps
[aeu \Yonage
Motorola
Cisco
u a Networks
Meru Networks
Ruckus Wireless
Aeroh hie Networks
Bluesocket
Meraki
s /Siemens Enterprise Communications
i
As of March 2011
12/13/2
16
City PA Port Security
Protecting cornrro-r-unes and
I
r infrastructure with wireless video
/I surveillance and access control
:Equi city workers and first-respoairs with
mobile network access for in-fieid reporting,
IP, and other applications
Transporta
-;C1I-1;el-eTsslii connect light-raCbuses
and municipal vehicles
sm Grid t u„,,,Jfor traffic
*;;J,,,, 'Wireless telemetry WItretsomr avo, w,d, other
1114 .1.. control, distriklution a,
monitoring sYstems
12/13/
ikworld-class wireless network for POrt Angeles..
but with proven technology
n•tWOrk.S.
Single Solution for Public Safety and Public Access
City of Brescia, Italy
Enabling Mobility
Seattle, Washington
12/13/2011
18
Aesthetically Pleasing
Conway, Georgia
Post- Tsunami Emergency Housing, Japan
12/13/2011
19
Operational in the Most Extreme Environments
Oilfield, China
Supporting the Most Important Applications
Undisclosed Location, Afghanistan Upstate New York
12/13/2011
20
Capacity Provisioning Inc.
CONFIDENTIAL
P1
12/13/2011
21
Radio signals disperse in all directions when hitting objects
12/13/2011
22
I
i
T lie p 1� f` r i t y
f
O 1
44 Fiber Connected WAP s
to system
e1e ss ma ste
Ra NET Nhr
..�ET
226 Total Wireless Access P Dints
1 2/13/2 011
i
r'
i
4oMb Coverage: Lower Elw ha Klallam Tribe
Metro -Net will:
Make Port Angeles a safer place to live and visit by providing a cutting edge public
safety communications tool.
Be a showcase in the United States for a Wireless "802.11 N" project
X Insure work for up to 15 local people for the duration of the project.
(CPI, Excel Utilities, Olympic Electric and Angeles Communications)
A Deliver competitive Internet for small businesses and residents.
X Be an enhancement to our tourist -based economy by providing visitors with
limited free mobile Internet.
12/13/2011
24
RUBA MOV
CASCADE
NETWORKS
Data Voice Video
AirMesh
Operation
Management
Maintenance
12/13/2011
25
Operations Management
Maintenance
A
C
Network
Operating
Center
(NOC)
Cob 5 Servers
Server Updates Os
Software Updates MFG
Server Backups
Backup Solt /Hardware
Monthly Semen to Gm
Cole 5 Served
laa]aS65
Colo 5Servers MT Sam to Spm
Monitoring Operational
CCA')
OLYPEN
Estimated Labor
oats for one person
and trained backup
Estimated labor
costs for one person
Demand
Maintenance
Labor
Parts.l'%
Bucket Truck Costs
M-F -Sam to Sam
Y LJ t/ li Yr a,
Server Updates OS
Software Updates MFG
Server Bacl ups
Backup Soft/Hmrdware
Monthly Seam° to Gtv
Everything Internet...
Yearly Total
50,533 91
28,383.46
Y/1 'GW 6)
RETAIL SERVICES
12/1
26
OLYPEN
Everything Internet_ Rapid growth to #1 Peninsula Dialup ISP 1999.
The Only Multi -Homed ISP on the Peninsula
S OIYPenVUW
100Mbps
III NoaNet Internet
(200Mbps) I I
*nee Verizon Internet
(100Mbps) 1
Founded as Dialup Provider in Sequim 1996.
Now serving thousands of DSL, Cable and Fiber
customers throughout Clallam Jefferson.
Olypen is the only Multi -Homed Internet Service
Provider on the Peninsula which makes us the most
reliable Internet Service Provider.
12/13/2011
27
OlyPen Customer Service Philosophy
Internet Service Provider
Putting Service back in Internet Service. Our customers are more than just a name,
number or email address; they are our neighbors, people Just like us.
Wit
Ready to Serve
less
12/1
28
Marketing An Exciting New Alternative
e troMet
sio
Widely used, highly popular unlicensed wireless service band.
12/13/2011
29
Understanding the 2.4Ghz Spectrum
Medium
Fiber
Cable
DSL
Wireless 2.4 Ghz
Advantages of 2.4tGhz Wireless
MOBILITY
V(
MOBILITY
L_J
MOBILITY
Typical Max
Bandwidth
10,000 -1000 Mbps
50 Mbps
25 Mbps
10 Mbps
AFFORDABILITY
12/13/2011
30
/Low to Moderate Internet Users
Primary use Email Internet Surfing
/Low Income
Utility Discount Customers, Fixed income elderly, etc
/Students
Limited income, mobility
/Small Business
Limited Internet use (e g email, CC processing).
/Professionals, Tourists and Other Mobile Users.
/Value Add Mobile Customers
Gimmick Free Affordability
Starting At $17.95
Free no obligation 30 Day Trial
No Bundles Required
b s/896
0
_Cable 3.0Mbps /512Kbps $5,
No Gimmicks No Fine Print
12/13/2011
31
Produc
Metro-Net 83'C
Metro-Net Advanced
Metro-Net Premium
Downlo
rvibps
1.50
3.00
6 000
METRO-Ne-r" Wireless mobiie data system
17? 1,17-e)
upload Metro-Net
totips
0.896 517-95
1.000 $27 95
1 200 $34 95
2 ■11
11,.. Zer,
tO
Pally S5.95
Weekly S15.95
Monthly S34.95
Cable
$39.
$54 95
$28.
538.
12/131
I
051. Custortva:
'Value Aid $4.95 per mouth
G enera l
Economic Development
"METRO-NET" Wireless mobile data system
jr_eleSi
11111 SP 0
dem.
LO Links and Attractions:
I Restaurants
I Meteurns
brat Attractant
I total Arts. end Artisans
Partnered ...ems
1
i
I I
1
1-Hour Free Per-Day
OLYPEN
0 11 7: rything Internet—
a.
Ft4tspotifo1idys
-0,-
T 1
1"
op ORTANGELES
WARN!
Metro-Net
Please log In
t accept the OlyPen Tents of Seneca 0
tr=t teat t 7 ahem se (CNeent
acr.:::tio; intVIZ:r=?"
I cortart cucmva etc...tete use. stetted
g A et tea tree ',et
12/13/2011
33
3."
81 9 6
Chestnut Cottage Restaurant
9299 Front Street, Port Angeles, WA 98362
Phone (360)452-8344
2030 Front Street Port Arogelts 794 98362
Phone (360) 457 6040
11713 East First Street Port Angeles, WA 98362
Phone (360) 417-6029
9205 Hr. Street, Port Angeles, WA 93362
990r. (360) 452-3322
Ipt1 orypen Int pa pp.
Dr. Mark Fischer
Olympic Medical Center
96098.40790(3 99(1)
Michaels Fine Dining
Tendy's Garden
OLYN/PIC
MEDICAL CENTER
12/13/2011
34
OLYMPIC
MEDICAL C'ENT'ER
Thank You First Responders
LYMIPIC
MEDICM. CENTER
o Medical Staff Membership
Active 144
o Olympic Medical Physicians
53 providers (GE Centricity)
o Jamestown Clinic (Sequim)
Nine physicians (Practice Partners)
o Family Medicine of Port Angeles
Nine physicians (Practice Partners)
12/13/2011
35
Peninsula Children's Clinic
Six physicians
o Radia
Five radiologists onsite
o Solo Practices in Port Angeles and
Sequirn
Internal Medicine, Orthopaedics, ENT,
Family Medicine
Pt
OLYMPIC
MEDICAL CENTER
Public Safety
12/13/2011
36
9 Patient Safety
OLYMPIC
MEDICAL CEN
6 Continuity of Care
o Communication
o Trauma Care
o Medication Lists
o Drug Allergies
o Telemedicine
PENINSULA
COLLEGE
I
Lj
Of 4
12/13/2011
37
PENINSULA
C LLEGE 1
Student Access
3536 Students (Fall Qtr. 2011)
1075 Online Students (Fall Qtr. 2011)
Online Math Support
Online Tutoring and Advising
Student Email
Student and Family Access
3500 Students
53% on Free or Reduced Meals
Skyward Family Access
PASD Online Classrooms
Online Credit Recovery Classes
12/13/2011
38
NLETC
The Center for Rural Development
Small, Rural, Tribal and Border Regional
Center.
The excerpts are from a letter to Chief
Gallagher dated December 11, 2011
Richard Bull
Chief of Police Retired, Ripon, CA
Outreach Specialist
NLECTC The Center for Rural Development
A your agency has a great model for
demonstrating the use of a wireless
network as a public safety tool."
A "Your project demonstrates the next
logical, collaborative step in creating a
viable citywide solution for effective and
cost effective public safety
communications
A "Your project parallels several other
successful programs from other cities,
but your solutions for obtaining outside
funding instead of funding from within
make it a model to share with others"
12/13/2011
39
EES Cionsulting
Financial Recommendation
71
Anne Falcon
Managing Partner
Review
Examined Business Plan
Reviewed Agreements
WMDS Acquisition and Integration Agreement
WMDS Operation, Management and Maintenance Agreement
WMDS Retail Service Provider Agreement
Reviewed Financial Planning Model
Overall Staff has developed a comprehensive plan for the project
12/13/2011
40
EES Consulting
Financial Model
Assumes BTOP grant No debt
Assumes revenues from Public Safety Subscribers and Retail Service
Providers
Public Safety Customers $70 per vehicle
Retail Service Providers Open Access
EES Consulting
Financial Model
Expense projection:
No debt payments
Analyzed several scenarios related to depreciation expense
O &M agreement sets fixed pricing
Internal (City) O &M costs are minimal
12/13/2011
41
Financial Review
Risks
Retail Revenue lower than projected
Expenses higher than expected
Mitigation of Risks
Fixed 0 &M costs via contract
Secure revenues from Public Safety Subscribers
BTOP grant and "gift" of a mesh network result in no debt
Opportunity to terminate agreements if revenues do not materialize
EES Consulting
i
Recommendation
Staff performed a fair and comprehensive analysis of the likely financial
performance of the project
Proposed plan minimizes the downside risk and allow for the City to
terminate if necessary
Financial analysis provided form a sound basis to proceed
12/13/2011
42
C TC
Engineering Recommendation
Lee Afflerbach
Columbia Telecommunications Corporation
(Engineering)
Engineering Analysis
X Citywide deployment of Broadband Wireless Network
71 Independent Public Safety network
71 Public access network
X Leverages existing fiber optic network, access equipment and mounts access
hardware on existing structures (poles, buildings)
X Modern hardware using open industry standards
X Complements existing broadband services offered by wireless, cable TV and
telephone providers
71 Designed to address unique public safety requirements
75 High speed mobility service within PA (home, office on the go)
71 Low cost basic service option
12/13/2011
43
T Fully expandable to address future needs and requirements
71 Expanding to areas outside PA by adding access points
71 Additional bandwidth capacity add access sites, radio spectrum)
71 Future integration of voice services
71 System exceeds all performance requirements defined in the
city's NTIA grant application and RFP at a cost capital lower than
estimated in city plan
71 Operation costs are moderate should be offset by user fees
71 Commercial fees to public users are reasonable and will include a
low cost basic service through high capacity services.
71 In summary A project that can serve as a model deployment on
a nation basis
1 Presentation
Presented by:
A LOOK AT THE PROPOSED
WIRELESS MOBILE DATA SYSTEM
FROM A LEGAL PERSPECTIVE
Terry Mundorf, Partner
Marsh Mundorf Pratt Sullivan McKenzie
December 13, 2011
12/13/2011
44
Participation in the WMDS Development
I have been involved in WMDS development process from the
legal perspective
This has included:
Review of Requests for Proposals
Reviewed draft agreements WMDS agreements, including Acquisition and
Integration, Operation, Management and Maintenance, and Retail Service
Provider Agreements
Reviewed negotiated final WMDS agreements
Drafting telecommunications utility and funding ordinance
This has provided a reasonable understanding of the WMDS
proposal
1 Legal Aspects of Proposal
City has followed appropriate procurement process
Conducted open RFP process
Had multiple qualified bidders
Made selection on sound basis
WMDS Agreements ensure that City will provide continue to
act in fair and non discriminatory manner, as shown by
Charging for pole space for attachments and electric service
Charging for contract administration
mic
12/13/2011
45
II Unique Aspects of WMDS Contracts
City employed creative approaches to streamline and economize
Included draft WMDS in RFP package
Let bidders know what they were getting into
Cut down time and expense of contract negotiation stage
Contracting out management and maintenance of system
Keeps City out of direct retail competition with other providers
Reduces costs to City of operation the system
City will continue to provide open access
Standards for additional future service providers are reasonable
Ensures that future service providers can gain access
Risks and Benefits
All new ventures entail risk
Risk is that Operations, Management and Maintenance costs may
exceed revenues
This risk addressed by termination provision that can be exercised end
of 2013
Gives the City adequate time to determine if this revenues will be
sufficient
Potential benefits outweigh possible risks
Since there are always risks, question is are they reasonable
compared to potential benefits
Here the major risk has been reasonably addressed
Other communities has experienced substantial benefits
Increased competition, better private sector service and lower costs
Attraction of new business and increase employment
Better place for people to work and live, connected to the 21St Centu
91
12/13/2011
46
Conclusions
Proposed WMDS Agreements are
Product of appropriate procurement process
Legally sufficient for purposes intended
Ready for execution and implementation should the City decide to do
so
93
Economic Development
BTOP Wireless Mesh Network
Nathan West
City of Port Angeles
12/13/2011
47
Establishes PA as a Business friendly community
X Ensures PA stands out above others
X Creates an entrepreneurial spirit
X Enables local business development
Functional Economy
X Can do business anywhere mentality
Memorable destination
X Asset for the service industry
12/13/2011
48
Quality of Life
7a Essential to new business is the community
experience for the employee
N Mitigates sense of separation
N Enables balance between work and immersion in
our natural environment
We have shown you our proposal for:
X Technology Aruba Networks
N Design and Construction CPI /Cascade
X City Oversight CTC
N OM &M CPI /Cascade
N Retail Services Olypen
12/13/2011
49
We have demonstrated support from:
X Dr. Fisher
X Steve Baxter
71 Richard Bull
N Nathan West
Olympic Medical Center
Peninsula College PASD
National Law Enforcement
Technology Center
Community Economic
Development
WADS Summary
We have received favorable recommendations from the
City's consultants:
70 Anne Falcon EES Consulting (financial)
N Lee Afflerbach Columbia Telecommunications
Corporation (engineering)
N Terry Mundorf Western Public Agencies
Group (legal)
12/13/2011
50
Staff Recommendations What's Next
S Staff recommends the Utility Advisory
Committee provides a favorable
recommendation to City Council on 12/15/2011
X Staff plans to seek City Council approval of the
following agreements on 12/20/2011:
71 WMDS Acquisition Integration
71 WMDS Professional Services Agreement
Amendment No. 1
71 WMDS Operation, Management Maintenance
71 WMDS Retail Service Provider
12/13/2011
51