HomeMy WebLinkAbout5.620 Amendment (6)
5. ~cQD -l
FIRST AMENDMENT TO
INSTITUTIONAL NETWORK SERVICES AGREEMENT
BETWEEN
THE CITY OF PORT ANGELES AND CAPACITY PROVISIONING, INC.
THIS AMENDMENT t~ Ins~al Network Services Agreement IS made and entered into in
duplicate thIS ~day of 0 (!.. ~Jt, -' , 2002 by and between the City of Port Angeles, a
Washmgton mUniCIpal corporation, hereinafter the "City", and Capacity ProvIsioning Inc, a subchapter S
Washington corporation, heremafter "CP 1./1.
REPRESENT A nONS
1 On .~ OC. l.R) ~ DD:L ' the City and C P.I entered mto an Institutional Network
SerVIces Agreement. I
2. The parties have decided that it is m theIr mutual benefit to amend the Agreement m accordance
WIth the terms set forth below.
AGREEMENTS
IN CONSIDERATION of the above representations and the agreements set forth herein, the parties
agree that the above-referenced agreement shall be amended by amending Sections 210,2.11, and 4.1 and
ExhIbIts 6.2 and 6.5 of the Institutional Network SerVIces Agreement to read as follows
2. SPECIAL PROVISIONS
2.10 Service Options
(1) CP.1. shall make reasonable efforts to make arrangements WIth the Clallam County
PUD No.1 (District), and/ or Northland, and/ or Qwest Communications, Inc. to
interconnect the CP.1. network to provIde WIde area networking service with the
District, Northland, and/ or Qwest no later than January....lSMarch 31, 2003 or a
later date if approved by the City Manager. Such arrangement shall provide WIde
area networking withm both the City limits and Clallam County serVIce areas, to
the extent comparable WIde area networking services within the Clallam County
service area IS aVaIlable and commercially reasonable. CP.1. shall complete and
return ExhibIt 65 Schedule 3 to the City no later than J:muary 15March 11, 2003 or
a latcr datc if approved bv the Cltv Manager In addItion, C P I. shall proVIde a
detaIled descnption of the network security to be proVIded by such
interconnection, which shall be conSIdered confIdential m accordance with Section
52. On or before August 20,2004 or a later date if approved by the City Manager,
wlthm nmety (90) days of the City's request, C P I shall provide another
interconnection point, that provides a dIverse phYSICal route from Port Angeles to
Sequim, to be specified by the CIty The CIty shall not incur any charges until the
City provides notice in writing to CP.I agreemg to pay the wide area networking
service charges wlthm ExhIbIt 6.5 Schedule 3 and the cost of the interconnections
If C P I makes an arrangement WIth the District, the CIty may require that the
arrangement includes a second redundant logical interconnection, in addition to
the interconnection proVIded by Northland pursuant to the WAN Use Agreement,
from an I-Net node to a DistrIct interconnection pomt to be specified by the CIty.
The City shall not incur any charges until the City provides notice ill writing to
CP.1. agreeing to pay for the cost of the interconnections.
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(2) CP.1. shall make reasonable efforts to make arrangements wIth qualifIed service
providers, and commercial monthly charges shall be established for retaIl
broadband Internet access serVIces within the City limits. C P.1. shall complete and
return ExhibIt 6.5 Schedule 1.E. and provide a schedule for regular commerCIal
Internet access service charges to the CIty, for each retail service proVIder entering
into an agreement WIth CP I., no later than JJnuary 15March 31, 2003 or a later
date If approved by the City Manager to satisfy this requirement. CP I. charges to
the City for retaIl broadband Internet access services shall be in addition to the
charges included m Exhibit 65 schedule 1 for wide area networkmg. Upon the
request of a qualified retail service provider, CP.1. shall provide wholesale services
subject to a charge to be paId by the retailer and reasonable contractual restrichons
by C P I based on competitive market conditions. The CIty shall not incur any
charges until the CIty provides notice in wnhng to C P.I agreeing to pay the retail
broadband Internet access serVICe charges.
CP.1. agrees to make reasonable efforts to negotiate agreements WIth retaIl Internet
service providers, whether affilIated or unaffiliated with CP.I, to provide retail
broadband Internet access services within the City. CP I. agrees to negohate first
with all retaIl Internet serVIce prOVIders that currently conduct busmess on the
North Olympic Pemnsula and express an interest in such an arrangement with
CP.I.; provided that if no such arrangements have been reached by October 15
March 31, 2002 or a later date if approved by the Clty Manager, CP.1. may
negotiate with any qualIfied retail Internet service prOVIder. Said arrangements
shall be subject to C P.1. and retail Internet service providers reaching an
agreement based on commercIally reasonable terms and conditions.
CP I shall be permitted to provide wholesale broadband Internet access. CP.1.
shall also be permitted to charge a fee for wholesale Internet access, wholesale use
of the I-Net, and wholesale use of CP.1. I-Net node equipment, site drops, and all
other appurtenant infrastructure. Furthermore, CP I. shall be permItted to impose
reasonable contractual restrictions based on competitive market conditions to retail
broadband Internet service providers.
CP.1. shall use commercially reasonable efforts to ensure that the retaIl broadband
Internet access services proVIded over the I-Net wIll conform substantially to the
followmg:
A. The platform wIll be kept current with industry standards for interoperability
with Internet protocol applIcations.
B. The CIty, inshtuhons and busmesses that receive the service wIll be able to
reach the Internet.
The City hereby recognizes that CP.I may provide wholesale Internet access and
that qualIfIed service providers may provide retail Internet access serVICes WIthout
obtaining other City approvals.
3. Upon written City request, CP.I shall establish a City base charge for fully
scalable V oIP services including a suite of enhanced phone features for muniCIpal
facilities. WIthin ninety days of the City's written request, CP.1. shall complete
and return Exhibit 6.5 Schedules 1.D to the City to satisfy this requirement. The
CIty and CP.1. shall mutually agree upon the VolP implementation schedule.
Upon completion and written City acceptance of such implementation, the City
shall begin to incur a monthly base charge for V olP services. The City shall not
mcur any charges until the City provides notice in wnting to C P.I agreeing to pay
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VolP service charges Upon written City request, CP.I shall also establish a
commercial monthly charge for VolP services for instItutIons and businesses.
2.11 Local Area Network (LAN) Services
During the first year of the ImtIal Term of this Agreement, upon establIshing a mutually agreed
upon schedule that is approved in writing by both parties, C P I. shall provide one hundred (100) hours of
LAN serVIces at no charge for services requested by the CIty, rncluding but not limIted to LAN plans and
specifications within municIpal facilities, security, and Internet Protocol (I.P.) re-addressing, planning, and
implementation C P.I shall obtain written City approval of LAN plans and specifications and the I P re-
addressing plan. The implementation schedule for the I P re-addressrng plan shall be mutually agreed
upon rn advance of performing serVICes and shall occur outside of normal City busrness hours.
Upon wntten City approval of the LAN plans and specifications and cost schedule rn accordance
with Exhibit 6 2, C P.I shall provide LAN materials, hardware, and installatIon serVICes for mumcipal
facilities Upon written City acceptance of the LAN installation services, the City agrees to pay for the LAN
services rn an amount not to exceed the cost schedule, actual cost of LAN materials, hardware, and
installation serVIces, or $60,000.00 plus Washington state sales tax, whichever is the least amount.1!:!
addition, the CItv has established a contingency for expenses that are approved by the City in an amount
not to exceed the overall insl1tulional network project contingency budget approved by CIty Council less all
contract changes all thOlized by the CIty Manager.
Upon written City request, C P.I shall provide additional LAN services for a charge, including but
not limited to plans and speCIfIcatIons, training, network operatIon, network management, secunty and
demand maintenance support for the City's LANs within mumcipal faCIlitIes. LAN demand maintenance
services shall be available twenty-four hours a day, seven days a week. Ounng normal operatIon
conditions, CP I. shall respond to all demand maintenance serVIces requests wIthrn two hours and make
necessary repalTs to the extent feasible to restore services withrn four hours of notification Monday through
Sunday, 6 a m. to 10 p.m The charge for additIonal LAN services shall be in accordance WIth Exhibit 6.5
Schedule 1.0. Upon wntten City request, C P I. shall also proVIde LAN materials, hardware, and
installation services for municIpal facilities. The charges for LAN materials, hardware and installation
services shall be mutually agreed upon prior to commencing work
4. SERVICE CHARGES AND PAYMENT '"
4.1 c.P.I. Base Service Charges
Upon the avaIlabilIty of services in accordance WIth Exhibit 6.2, the City agrees to pay a non-
recurring base service charge in the amount of $310,00000 plus Washington state sales tax, which includes
$140,000.00 for I-Net node eqUIpment and $170,000.00 for City site drops plus Washington state sales tax
CP.1. shall be responsible for all costs to provide fully functIonal I-Net node equipment and City site drops,
which have been rncluded rn the non-recurring base service charge. In addItIon, the CIty has established a
contingency for expenses that are approved by the City in an amount not to exceed ten percent (10%) of the
non-recurring base service charge in the amount of $31,000 plus Washrngton State sales tax. The City's
payment for Its site drops shall entitle it to exclusive, irrevocable use of the site drops without any further
ongoing charges during the Imtial Term and Extended Term, if any, continurng beyond termination,
cancellatIon or expiration of this Agreement, as provided in Section 5.6, Survival. However, in the event
the City continues its use of the site drops beyond terminatIon, cancellation or expuatIon of this
Agreement, the City shall pay a pro-rata share of CP.L's reasonable maintenance costs for City site drops
Upon the avaIlabIlity of services in accordance with Exhibit 6.2 and continuing throughout the
InitIal Term of this Agreement, the City agrees to pay the base monthly service charge shown in Exhibit 6.5
Schedule 1.A. for wide area networking and site drop services to City facilities within the City included in
Exhibit 6.3 schedule 1 and 2 for a total number of eighteen (18) equivalent 100 Mbps Ethernet ports. City
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pump stations and electrical substations shall uhhze three (3) equivalent 100 Mbps Ethernet ports of the
eIghteen (18) eqUIvalent 100 Mbps Ethernet ports. The City agrees to pay the non-recurring connection
charge shown in Exhibit 6.5 Schedule 1.B. for a c.P.I. standard termination panel and customer premises
equipment installed at each City site. Upon written City request and acceptance of c.P.I LAN services, the
City agrees to pay the LAN charges shown in ExhIbit 6.5 Schedule 1 C.
The regular commercial monthly service charges shown in Exhibit 6 5 Schedules 2 and 3 shall be
available to additional City facilities, institutions, and businesses mcludmg home offICes not included in
Exhibit 6 3 Schedules 1 and 2 The City base service charge and monthly service charges shall not apply to
institutions or businesses.
Durmg the Inihal Term, 1f mutually agreed upon in accordance with Section 5.16, Exhibit 6.5 may
be amended if more than three (3) I-Net nodes are required to have I-Net node eqUIpment or an expansion
to c.P.I's I-Net node equipment within three (3) I-Net nodes is required by the City.
Charges shown in Exhibit 6.5 do not include any requued local area network equipment expenses
within facilities beyond the c.p I. standard termination panel and customer premIses eqUIpment.
c.P.I.'s customer count wIll be calculated and expressed as the total number of equivalent 100
Mbps Ethernet ports. The service charges withm ExhIbit 6.5 Schedules 1 and 2 for wide area networking
within the CIty shall be m effect throughout the Initial Term of this Agreement.
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EXHIBIT 6.2
I-NET SERVICES EXPEDITED SCHEDULE
The dates speClfied l1l'rein are required completion deadlines unless othenVlse approved by the Citv
Manager.
SITE DROP CONSTRUCTION
Site plans for City approval and permitting due
City revisions or approval
If revisions reqUIred, date due
Revisions approved by CIty
8/30/02
9/3/02
9/6/02
9/11/02
ConstructlOn complete
11/11/0212/30/02
I-NET NODE EQUIPMENT AND CUSTOMER PREMISES EQUIPMENT (CPE)
CPt enclosures and electrical outlets installed by City 12/16/02
Equipment installed 1') /25/0212/23/02
Network testing 12/9/0212/30/02
Services available 12/23/021/B/03
LAN SERVICES
LAN plans and specifications for CIty approval
City revisions or approval
If revisions required, date due
ReVISlOllS approved by CIty
r;Iectrical outlets Installed by City
LAN mstallation complete (All sites except below)
LAN installation complete (Pump Stahons and Reservoirs)
1-1-1-29/0212/4/02
12/6/0212/11/02
12/11/0212/13/02
12/16/0212/19/02
1/10/03
1/31-03 1/31/03
3/31/03
1;J
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EXHIBIT 6.5
SERVICE CHARGES
1. c.P.!. BASE CHARGESl
Wide Area Networkmg
Within the CI
Data Mb s = 100
A C P I base charge per Ethernet port per facIlIty per month
mcludmg site drops during Initial Term for ExhIbIt 6.3 schedule 1
Ci sites
$345.00
B c.p I. non-recurrin connection base char e
$600.00
$80.00 er hour
C c.P.I Local Area Network services char e
$
E. AddItional C P.I. base charge per month for broadband Internet
access (charges to be provided by October 13, 2002March 31, 2003 or
a later date if approved by the City Manager) $
$
$
2. REGULAR COMMERCIAL SERVICE CHARGES WITHIN THE CITYl
WIde Area Networking
Within the Ci
A. C P.I maximum charge per Ethernet port per site location per
month includin standard overhead faCllI site dro
Data Mb s = 100
$220 00
$600.00
$
lUtility Taxes not included.
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"
EXHIBIT 6.5
SERVICE CHARGES
3. WIDE AREA NETWORKING SERVICE ADDITIONAL CHARGESl
WIde Area Networking
(Within the City and Clallam
Coun service areas
Data Mb s = 100
A. Addihonal charge per Ethernet port per month, including
standard overhead facility site drops charge wIthm the Clallam
County servICe area (charge to be provided January 15March 31,
2003 or a later date if a roved b the Cl Mana rer
$
B. AddIhonal charge per Ethernet port per month, excludmg
standard overhead facility site drop charge within Clallam County
serVICe area (charge to be provided January 15March 31, 2003 or a
later date if a roved b I the Cll Mana er
$
lUtility Taxes not included.
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"
AGREED TO BETWEEN THE PARTIES on the last date written below.
, INC.
/2-- Z3~ 02-
Date
CITY OF PORT ANGELES
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Date
b~ ~ 9>f.i ,Dpv"--
City Clerk
APPZ:,AO~
Cl~orney
ATTEST:
G \LEGAL_BACKUP\AGREEMENTS&CONTRACTS\I-NET SERVICE AGREEMENT AMENDMENT DOC
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5. ~;U;
,
II
INSTITUTIONAL NETWORK SERVICES AGREEMENT BETWEEN
THE CITY OF PORT ANGELES AND CAPACITY PROVISIONING, INC.
PURPOSE
RECITALS
1. DEFINITIONS
2. SPECIAL PROVISIONS
2.1 Agreement is Non-Exclusive
2.2 Occupation License Required
23 Right-of-Way License Required
2.4 Agreement Term
2.5 Cooperahve Service Acquisition Agreements
2 6 WAN Use Agreement Assignment and Payments
2.7 Due Diligence
2.8 Surety Bond
2.9 Certification
2.10 Service Ophons
2.11 Local Area Network (LAN) Services
2.12 Background Checks
3. SERVICES AND SITE DROPS
3.1 City Service Locations
3 2 AddItional City Sites
3 3 ServIces Provided to the CIty
3.4 Service Levels
3.5 Site Drop Ownership and Maintenance
36 City Site Drop Route Plans, Procedure and Schedule
3.7 Non-City Site Drops
4. SERVICE CHARGES AND PAYMENT
4.1 c.P.!. Base Service Charges
4.2 City I-Net Growth Discount
4.3 City Public UtilIty Tax
4.4 City Pole Attachment Charge CredIt
4.5 Invoicing and Payment
5. MISCELLANEOUS PROVISIONS
5.1 Notices
5.2 Confidentiality
5.3 Reports
5.4 Indemnification/Hold Harmless
5.5 Assignment
5.6 Survival
5.7 Violations and Remedies
5.8 Termination
5.9 City Right to Purchase
5.10 I-Net Node EqUIpment Lien
5.11 Other Remedies
5.12 Force Majeure
5.13 Severability
5.14 Entire Agreement
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5.15 Attorney's Fees
5.16 Reopeners
6. EXHIBITS
6.1 Fiber Optic WAN Use Agreement
62 I-Net Services Expedited Schedule
6.3 CIty Site Locations and Services Requirements
6.4 Service Levels
6.5 Service Charges
6.6 Interlocal Agreement for Acquisition of Institutional Network Services
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