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HomeMy WebLinkAboutInstallation of Fiber Optic AGREEMENT FOR FURNISHING, INSTALLATION AND SUPPORTING FIBER OPTIC CABLE NETWORK This Agreement is entered into this ,2 tt'/-~' day of September 2003 by and between the Oshkosh Area School District (hereinafter referred to as "District"), the City of Oshkosh (hereinafter referred to as "City") and Access Engineering. LLC., a Wisconsin company (hereinafter referred to as "Access" or "Contractor") with its principal office located at 4933 Allen Road, Little Suamico, Wisconsin 54141. 1. BACKGROUND General Statement. In order to establish the background, context and frame of reference for this Agreement and to provide a general background regarding the objectives and intentions of the parties, the following statements, representations and explanations are predicates for the undertakings and commitments included within the provisions which follow and shall be construed as essential elements of the mutual considerations upon which this Agreement is based. The Oshkosh Area School District and the City of Oshkosh have jointly entered into this Agreement with Access for the purpose of installing a shared fiber optic infrastructure, as well as portions of the fiber optic infrastructure that will be exclusively used by the District and portions of the fiber optic infrastructure that will be used exclusively by the City with the City paying the cost of services provided to it by Contractor and the District paying for services rendered to it by Contractor. The District desires to have installed its own fiber optic infrastructure connecting school facilities throughout the Oshkosh Area School District. This Agreement pertains to the second phase of the fiber optic system entailing the contractor designing and project managing a fiber optic cable infrastructure between the following sites: Webster Elementary/Middle School, Merrill Elementary/Middle School, South Park Middle School, the School District Administrative Offices (existing, splicing required to connect), Read Elementary School, Emmeline Cook Elementary School, Washington Elementary School, Oaklawn Elementary School, Lincoln Elementary School, Jacob Shapiro Elementary School, District Recreation Department Building, District Maintenance Department Building, UW-Oshkosh Dempsey Hall building (a site shared by the City of Oshkosh and the District) and North High School. Such fiber optic cable network is set forth in Exhibit A, attached. 1.4. The City desires to have installed its own fiber optic network connecting City facilities throughout the City. This Agreement pertains to the second phase of the fiber optic system entailing the Contractor designing and managing a fiber optic cable network between the following sites of the City: Fire Station 16, Fire Station 14, City Police Department Impoundment Lot, City Museum, Fire Station 17, Riverside Cemetery, Fire Station 18 and UW - Oshkosh Dempsey Hall (a site shared by the City of Oshkosh and the District), and Parks Department. Such 1.6. fiber optic cable network is as set forth in Exhibit A, attached. The parties recognize that this Agreement, including the design and layout of the fiber optic system is subject to periodic change due to such factors as reconfiguration and participation by other governmental units. Changes to this Agreement must be in writing and signed by the parties as set forth in Section 4 of this Agreement. Access agrees to provide the services for the District and the City including but not limited to:. Identify and file permits for easement regulations/pole permit requirements; Identify and file permits for local City, railway, waterway, State and Federal placement requirements; · Prepare final engineering detail for Wisconsin Public Service (WPS) and City Engineer; · Determine feasibility and cost for existing aerial facilities adjustment (make ready); · Determine design sag and tension requirements; · Determine Pole loading calculations; · Provide State Licensed Professional Engineering sign-off of required NESC wind, sag and load calculations; · Acquire Pole Attachment Agreements; · Acquire Street Right-of-Way/Occupancy Agreements; · Acquire Railroad Crossing/Occupancy Permits; · Create multi-color 1" = 100', 24" x 36" CAD prints; · Provide project management; · Manage installation process; · Provide weekly client updates; · Conduct final walk-through, verify completion of project; · Review and approve optical test results; and Such additional work as may be determined by the District/City. 2. SCOPE OF WORK 2.1. Estimated Cost of Services - District. This contract is predicated on a time and materials basis. Therefore, for the services rendered under this Agreement, Contractor agrees not to exceed the following amounts: Service Total Hours Per Hour Total Entire engineering and CAD services for the up to 536.3 $90 $48,268.17 project Project Management, which entails up to 487.2 $90 $43,842.37 management of all contractors and sub- contractors performing the services of furnishing, installation and supporting the fiber optic cable referenced in Section 1.3 of this Agreement Permits $6,750.00 Grand Total: $98,860.54 2.2 Estimated Costs Of Services - City. This contract is predicated on a time and materials basis. Therefore, for the services rendered under this Agreement, Contractor agrees not to exceed the following mounts: Service Total Hours Per Hour Total Entire engineering and CAD services for the up to 412.0 $90 $37,084.03 project Project Management, which entails up to 333.6 $90 $30,023.19 management of all contractors and sub- contractors performing the services of famishing, installation and supporting the fiber optic cable referenced in Section 1.4 of this Agreement Permits $3,150.00 Grand Total: $70,257.22 2.3, Travel and Expenses. Contractor may bill for travel time by the most direct route from its main office to the City and District (and return) at the rate of $32 per hour plus 36¢ per mile. However, in no event will City or the District pay for personal travel time or time for travel associated with other clients of contactor. 3 2.4. Grand Total to Be Paid By District and City. The grand total to be paid by the District and the City for all work, services, permits or otherwise under this Agreement shall not exceed the combined total of service to the District and the City in the amount of $169,117.76 unless approved in accordance with Section 4 of this Agreement. 3. PAYMENTS Separate Monthly Invoices to District (For Services to District) and Separate Monthly Invoices to City (For Services to City). Contractor agrees to monthly invoice the District for services provided to the District during the preceding month and to monthly invoice the City for services provided to the City during the preceding month. 3.2. The District and the City each agree to respectively pay Access based upon the timely monthly invoices of Access to the City (for services provided to the City) and to the District (for services provided to the District~) for the services provided the preceding month. The invoices to the District and the invoices to the City must include the following: · Detailed description of the work performed, including a description of whether for engineering and CAD services or for project management; · Description of the type of work; · The date the work was performed and the individual performing the work; · The dollar amount of each day's service; · A grand total of the invoice; and · The travel miles involved, the date of the travel; the amount of time traveling; and the person traveling. 3.3 The Contractor shall keep full and detailed accounts as relates to services provided to the District and the services provided to the City and exercise such controls as may be necessary for the proper financial management of the work and services provided pursuant to this contract. The District and the City or their respective representatives shall be afforded access to the Contractor's records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda or other data relating to this project and the Contractor shall preserve these for a period of three (3) years after final payment, or for such longer period as may be required by law. For the Districl, invoices should be received by the District by the 10'~ of the month following the month services were provided. 3.4 District and City Financial Obligations Separate and Distinct. The District shall only be obligated to pay for the services rendered to it and the City shall be obligated to pay only for services provided to it. Neither the District or the City have any obligation to Access to pay for the services provided to the other under this Agreement. 4. CHANGES IN WORK Changes in the work that are within the general scope of this Agreement may be accomplished by a "change order" which shall be a written document issued after the execution of this Agreement, signed by the District (as relates to District services) and the City (as relates to City services) as well as the Contractor stating an agreement upon a change or adjustment in the work and the resultant increase or decrease. Such change or adjustment in the work shall be clearly stated and the amount of such increase or decrease in the Agreement shall be so stated, in writing, and signed by the authorized representatives of the District (for District services) or the City (for City services) and the Contractor. There shall be no claims for additional costs or compensation under this Agreement absent such duly executed "change order." 5. INSTALLERS AND SUPPLIERS It is recognized that Koch Telecommunications Service, Inc. ("Koch") will be the installer of the fiber optic network set forth in the Oshkosh Area Schools/City of Oshkosh Phase 2 Communication System. Access agrees to manage the contract, between the District, the City and Koch as well as to supervise the work of Koch Telecommunications Service, Inc. to ensure that Koch installs the fiber optic cable system in accordance with the agreement between the District/City and Koch. In that regard, the Contractor shall also review and approve all Koch requests for payment under Koch's contract with the District and the City. Access shall obtain prior to any requests for payment by Koch, duly executed Waivers of Lien by which Koch and anyone performing work under the direction of Koch, waives any right, tire or interest to any funds of the District and the City related to this project or to the fiber optic system. 6. INDEMNITY/HOLD HARMLESS Access agrees to indenmify and hold harmless the District and the City from any and all claims of any type whatsoever as relate to claims by employees for unpaid wages, failure to comply with state or federal law, rules or regulations concerning wages, unemployment compensation, workers compensation or compliance with discrimination laws in any claim of any type for services rendered under this Agreement and in that regard, it is understood by the parties to this Agreement that Access is an independent contractor with respect to the District and the City and not an employee of the District or the City. It is understood and agreed that the District and the City are not paying or providing wages, fringe benefits, health insurance benefits, vacation or any other wage, term or condition of employment or benefit under this Agreement. Additionally, the Contractor agrees to indemnify and hold harmless the District and the City from all claims for bodily injury and property damage that may arise from the performance of the work, to the extent of the negligence attributed to such acts or omissions by the Contractor, subcontractors or anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable. The Contractor shall not be required to defend, indemnify or hold harmless the District or the City from any acts, omissions or negligence of the District for its employees or the City for its employees. 7. PERMITS The combined permit budget of $9,900.00 includes Access's time to ensure the project's compliance with all state, local and national laws, codes, ordinances, rules and regulations applicable to the project. Access is responsible for coordinating the filing applications and assisting in the procurement of all permits for the project. This includes the rights to hang cable on WPS and install cable on, across, or under City/County property. Access agrees to abide by all applicable state and federal laws, rules and regulations of all local authorities having jurisdiction. The District and the City agree to cooperate with Access and to execute agreements, and pay their respective appropriate fees for all permits for the project. Access will procure all railroad crossing permits but the District and the City (as the case may be) will be responsible for the annual crossing fees and charges for the railroad's utilization of a flag man when Koch is installing fiber optic cable across or below railroad right of way. 7 (a). FEES The City and School are responsible for the following annual fees: · Railroad Crossings · WPS Pole Attachments 8. LABELiNG Access will ensure that all joint cables (cable shared by the District and the City) and all cables used exclusively by the District are labeled by installer as "Oshkosh Area School District Optical Fiber Network" with assigned cable numbers at all hand holds, pull attachments, and terminal points (Tyton #CMF072). All cables used exclusively by the City shall be labeled as "City of Oshkosh Optical Fiber Network" with assigned cable numbers at all hand holds, pull attachments and terminal points (Tyton #CMF072). 9. WARRANTY Access will require of Koch Telecommunications Service, Inc. that the material and equipment installed for and on behalf of the District and the City under the terms of this Agreement are configured, laid, installed and connected so as to serve the purpose for which the fiber optic system was intended by the District and by the City. 6 10. NON-ASSIGNMENT Access agrees that it may not assign or transfer this Agreement to any other person, firm or corporation without the prior written consent of the District and the City. 11. TERMINATION The parties agree that should Access Engineering, LLC. fail to perform its obligations under this Agreement, it shall have thirty (30) days from the date of notification to cure such defect or obligation which has not been completed to the satisfaction of the District and the City. After such thirty (30) day period, commencing with date of notification by the District and the City, the District and the City may terminate the Agreement. The District and the City shall be obligated to pay Access for the work that complies with the specifications of this Agreement that has been substantially completed as of thirty (30) days from the date of such notification 12. NOTICES All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows: CONTRACTOR DISTRICT CITY Access Engineering, LLC. 4933 Allen Road Little Suamico, WI 54141 Atto: Bruce Rowell Oshkosh Area School District 215 S. Eagle Street Oshkosh, WI 54903 Attn: Tim Kieffer City of Oshkosh 215 Church Avenue Oshkosh, WI 54901 Atto: Don LaFontaine 13. SEVERABILITY If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. Ifa court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 14. WAIVER OF CONTRACTUAL RIGHT The failure of either party to enfome any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. 15. APPLICABLE LAW This agreement shall be governed by the laws of the State of Wisconsin. The venue for any action under this Agreement shall be the Winnebago County Circuit Court or the U.S. Federal District Court for the Eastern District of Wisconsin. 7 16. ASSIGNMENT OF DELIVERABLES Access Engineering, LLC. shall assign, transfer and convey to Oshkosh Area School District and the City of Oshkosh all rights to the deliverables created including all work product in electronic and print form. 17. CONFLICTS Should there be any conflict between this Agreement or any Exhibits attached to this Agreement, the expressed provisions of this Agreement shall supersede the attached Exhibits. DATED THIS DAY OF SEPTEMBER ,2003. 1N WITNESS WHEREOF, the District, the City and Access Engineering, LLC. have executed this Agreement by their duly authorized representatives. ACCESS ENGINEERING, LLC. OSHKOSH AREA SCHOOL DISTRICT BOA][~D OF EDUCATION l~e-sid~rJt .... // C;~l'erk Dat4 - CITY OF HKOSH Richm: Wbllangk City Manager I~C ~.~a~elc~¢ rU~rig Date APPROVED EXHIBIT A Engineering Plans - Oshkosh Area School District/City of Oshkosh Optical Fiber Network Phase II Station 17 Oshkosh Area ~hool District LI~ O OASD Switch Site · City of O; O OASD School Site ~ Winnebag "Site 6 Me;fill 6 DARK ;hapiro 6 Fire Station 14 Site Cable with Strand Count Splice Location