HomeMy WebLinkAbout23-077 - Washington State Department of Commerce - Interagency Agreement: Tukwila's Digitial Equity ProjectDocuSign Envelope ID: A485145B-2978-4F30-85D6-86B3C7FEA9CB
Washington State Department of Commerce
Local Government Division
Washington State Broadband Office
z3-orr(a)
Council Approval 5/8/23
Contract Number: 23-66233-014
Amendment: A
1. Contractor
City of Tukwila
l24I442"dAve S
Tukwila, WA 98168
2. Contractor Doing Business As (optional)
DBA Tukwila Community Center
3. Contractor Representative (only if updated)
Joel Bush
Chief Technology Officer
(206) 919-5943
]oeLBush@Tukwi|aVV&gov
4. COMMERCE Representative (only if updated)
Connie Rivera POBox 4Z5Z5
Broadband Infrastructure 10llPlum Street SE
Programs Manager Olympia, WA 98504
360-704-9535
[unn|esYvera@commerce.wa.gov
5. Original Contract Amount
(and any previous amendments)
$1,000,000
6. Amendment Amount
$400,400
7. New Contract Amount
$1,400,400
8. Amendment Funding Source
Federal: State: X Other: N/A:
9. Amendment Start Date
Upon execution date
10. Amendment End Date
June 30, 2023
11. Federal Funds (as applicable):
N/A
Federal Agency:
N/A
CFDA Number:
N/A
12. Amendment Purpose:
The purpose of this amendment is to revised the scope of work and increase $400,400 to the contract, from
$1,000,000to$1,400,400.
COMMERCE, defined as the Department of Commerce, and the Contractor, as defined above, acknowledge and
accept the terms of this Contract and Attachments and have executed this Contract on the date below and warrant
they are authorized to bind their respective agencies. The rights and obligations of both parties to this Contract are
governedbythis[ontractondthefo||ovvingducumentsherebyincorporatedbyreference:Attachment"A''—Scopenf
Work and Budget.
FOR CONTRACTOR
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Mark K. Barkley, Assistant Director, Local Government Division
5/I2/2023 I 8:56 AM PDT
Date
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APPROVED A5TDFORK8ONLY
Sandra Adix
Kari Sand, City Attorney
5/I0/2023 | I2:12 PM PDT
Assistant Attorney General
3/20/2014
Date
Date
Department of Commerce
DocuSign Envelope ID: A485145B-2978-4F30-85 D6-86B3C7FEA9CB
This Contract is amended as follows:
The purpose of this amendment is to modify revise the Scope of Work and amend funding to provide
additional $400,400. Original agreement award $1,000,000 and revised agreement $1,400,400.
The SCOPE OF WORK and BUDGET is amended the original Scope of Work and Budget to add sales tax
and to purchase approximately 600 chrome books a as stated in Attachment A.
ALL OTHER TERMS AND CONDITIONS OF THIS CONTRACT AND AMENDMENTS REMAIN IN FULL FORCE
AND EFFECT.
2
DocuSign Envelope ID: A485145B-2978-4F30-85D6-86B3C7FEA9CB
Attachment A
Amended Scope of Work and Budget
Department of Commerce, Washington State Broadband Office
and
City of Tukwila
To amend the scope of work to add sales tax and to purchase approximately 600 PrivateLTE
Chromebooks.
Revised Budgetary Estimate
Budget Estimate
Equipment & Deployment $ 800,000
License Fees & Manage Services 200,000
Contingency 50,000
PrivateLTE Chromebooks (600) 227,400
Estimated Sales Tax 123,000
Project Total $1,400,400
3
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011CBAA3
23-077
Council Approval 3/20/23
shington State
Department of
to f {erce
Interagency Agreement with
City of Tukwila
through
Washington State Broadband Office
Tukwila's Digital Equity Project
Start date: March 20, 2023
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011 CBAA3
TABLE OF CONTENTS
Special Terms and Conditions
1. Authority 1
2. Contract Management 1
3. Compensation 1
4. Expenses 1
5. Billing Procedures and Payment 1
6. Insurance 2
7. Subcontractor Data Collection 2
8. Fraud and Other Loss Reporting 2
9. Historical Or Cultural Resources, Human Remains 2
10. Order of Precedence 3
General Terms and Conditions
1. Definitions 4
2. All Writings Contained Herein 4
3. Amendments 4
4. Assignment 4
5. Confidentiality and Safeguarding of Information 4
6. Copyright 5
7. Disputes 5
8. Governing Law and Venue 5
9. Indemnification 6
10. Licensing, Accreditation and Registration 6
11. Recapture 6
12. Records Maintenance 6
13. Savings 6
14. Severability 7
15. Subcontracting 7
16. Survival 7
17. Termination for Cause 7
18. Termination for Convenience 8
19. Termination Procedures 8
20. Treatment of Assets 9
21. Waiver 9
Attachment A, Scope of Work and Budget
ii
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011CBAA3
FACE SHEET
Contract Number: 23-66233-014
Washington State Department of Commerce
State Broadband Office
1. Contractor
City of Tukwila
12424 42"d Ave S
Tukwila, WA 98168
2. Contractor Doing Business As (optional)
DBA Tukwila Community Center
3. Contractor Representative
Joel Bush
Chief Technology Officer
(206) 919-5943
Joel.Bush@TukwilaWA.gov
4. COMMERCE Representative
Connie Rivera PO Box 42525
Broadband Infrastructure 1011 Plum Street SE
Programs Manager Olympia, WA 98504
360-704-9535
Connie.rivera@commerce.wa.gov
5. Contract Amount
$1,000,000.00
6. Funding Source
Federal: ❑ State:
//
Other: ❑ N/A: ❑
7. Start Date
03/20/2023
8. End Date
06/30/2023
9. Federal Funds (as applicable) Federal Agency: CFDA Number
N/A N/A N/A
10. Tax ID #
N/A
11.SWV#
SWV0018023-02
12. UBI #
N/A
13. UEI #
N/A
14. Contract Purpose
The City of Tukwila will deploy an outdoor private wireless solution to connect students to quality broadband with a
focus on the neighborhoods of Allentown, Tukwila Hill, and Tukwila International Boulevard. Network coverage has
been designed to provide wireless broadband service in the "hotspots" shown in the Student Internet Need Analysis
heat map.
15. Signing Statement
COMMERCE, defined as the Department of Commerce, and the Contractor, as defined above, acknowledge and accept
the terms of this Contract and Attachments and have executed this Contract on the date below and warrant they are
authorized to bind their respective agencies. The rights and obligations of both parties to this Contract are governed by
this Contract and the following documents hereby incorporated by reference: Attachment "A" — Scope of Work and
Budget.
FO130 cugy1l CTOR
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FOIDoCuMMERCE
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Allan Ekberg, Mayor
3/21/2023 1 3:52 PM PDT
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Mar K. arkley, Assistant Director, Local Government
Division
3/22/2023 1 6:30 AM PDT
Date
Bid&D:AS TO FORM ONLY
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Date
APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY
GENERAL 08/22/2019.
APPROVAL ON FILE.
a bbfan° c y Attorney
3/21/2023 1 4:41 PM PDT
Date
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011 CBAA3
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
1. AUTHORITY
COMMERCE and Contractor enter into this Contract pursuant to the authority granted by Chapter 39.34
RCW.
2. CONTRACT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for all
communications and billings regarding the performance of this Contract.
The Representative for COMMERCE and their contact information are identified on the Face Sheet of
this Contract.
The Representative for the Contractor and their contact information are identified on the Face Sheet
of this Contract.
3. COMPENSATION
COMMERCE shall pay an amount not to exceed $2,500,000 for the performance of all things necessary for
or incidental to the performance of work under this Contract as set forth in the Scope of Work.
4. EXPENSES
Contractor shall receive reimbursement for travel and other expenses as identified below or as authorized
in advance by COMMERCE as reimbursable. The maximum amount to be paid to the Contractor for
authorized expenses shall not exceed $2,500,000, which amount is included in the Contract total above.
Such expenses may include airfare (economy or coach class only), other transportation expenses, and
lodging and subsistence necessary during periods of required travel. Contractor shall receive
compensation for travel expenses at current state travel reimbursement rates.
5. BILLING PROCEDURES AND PAYMENT
COMMERCE shall reimburse the Contractor for eligible Project expenditures, up to the maximum payable
under this Agreement. When requesting reimbursement for expenditures made, the Contractor shall
submit to COMMERCE a signed and completed Invoice Voucher (Form A-19), that documents capitalized
Project activity performed for the billing period. The Contractor can submit all Invoice Vouchers and any
required documentation electronically through COMMERCE's Management System (CMS), which is
available through the Secure Access Washington (SAW) portal.
The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work
performed, the progress of the project, and fees. The invoice shall include the Agreement Number listed
on the contract Face Sheet. If expenses are invoiced, provide a detailed breakdown of each type. A receipt
must accompany any single expenses in the amount of $50.00 or more in order to receive reimbursement.
Quarterly Reports are required as stated in Attachment A- Scope of Work and Budget.
COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly completed
invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt
of properly completed invoices. Payment shall be sent to the address designated by the Agreement.
COMMERCE may, in its sole discretion, terminate the Agreement or withhold payments claimed by the
Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition
of this Agreement.
State of Washington Interagency Agreement
Department of Commerce
23-66233-014
Page 1
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011 CBAA3
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
No payments in advance or in anticipation of services or supplies to be provided under this Agreement
shall be made by COMMERCE.
Invoices and End of Fiscal Year
Invoices are due on the 20th of the month following the provision of services.
Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide
notification of the end of fiscal year due date.
The Contractor must invoice for all expenses from the beginning of the contract through June 30,
regardless of the contract start and end date.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and COMMERCE
shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any
other source, including grants, for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization
or that of its subcontractors.
6. INSURANCE
Each party certifies that it is insured, and shall be responsible for losses for which it is found liable.
7. SUBCONTRACTOR DATA COLLECTION
Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work under this Agreement performed by subcontractors and the portion
of funds expended for work performed by subcontractors, including but not necessarily limited to
minority-owned, woman -owned, and veteran -owned business subcontractors. "Subcontractors" shall
mean subcontractors of any tier.
8. FRAUD AND OTHER LOSS REPORTING
Contractor shall report in writing all known or suspected fraud or other loss of any funds or other property
furnished under this Contract immediately or as soon as practicable to the Commerce Representative
identified on the Face Sheet.
9. HISTORICAL OR CULTURAL RESOURCES, HUMAN REMAINS
Certain capital construction projects may be subject to the requirements of Washington State Executive
Order 21-02 "Archaeological and Cultural Resources". Contractor will cooperate with Commerce as may
be required, to fulfill the requirements of EO -21-02. In the event that historical or cultural artifacts are
discovered at the Project site during construction or rehabilitation, the Contractor or subcontractor shall
immediately stop work and notify the local historical preservation officer and the state historic
preservation officer at the Department of Archaeology and Historic Preservation at (360) 586-3065. If
human remains are discovered, the Contractor shall immediately stop work and report the presence and
location of the remains to the coroner and local enforcement, then contact DAHP and any concerned
tribe's cultural staff or committee.
State of Washington Interagency Agreement
Department of Commerce
23-66233-014
Page 2
DocuSign Envelope ID: 96535C22-DF64-4B67-8BF8-3902011 CBAA3
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
10. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence
in the following order:
1. Applicable federal and state of Washington statutes and regulations
2. Special Terms and Conditions
3. General Terms and Conditions
4. Attachment A — Scope of Work and Budget
State of Washington Interagency Agreement
Department of Commerce
23-66233-014
Page 3
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011 CBAA3
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
1. DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing
to act on the Director's behalf.
B. "COMMERCE" shall mean the Department of Commerce.
C. "Contract" or "Agreement" means the entire written agreement between COMMERCE and the
Contractor, including any attachments, documents, or materials incorporated by reference. E-
mail or facsimile transmission of a signed copy of this contract shall be the same as delivery of an
original.
D. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this
Contract, and shall include all employees and agents of the Contractor.
E. "Personal Information" shall mean information identifiable to any person, including, but not
limited to, information that relates to a person's name, health, finances, education, business, use
or receipt of governmental services or other activities, addresses, telephone numbers, social
security numbers, driver license numbers, other identifying numbers, and any financial identifiers.
F. "State" shall mean the state of Washington.
G. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all
or part of those services under this Contract under a separate contract with the Contractor. The
terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier.
2. ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to
exist or to bind any of the parties hereto.
3. AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
4. ASSIGNMENT
Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred
or assigned by the Contractor without prior written consent of COMMERCE.
5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
i. All material provided to the Contractor by COMMERCE that is designated as "confidential" by
COMMERCE;
ii. All material produced by the Contractor that is designated as "confidential" by COMMERCE;
and
iii. All personal information in the possession of the Contractor that may not be disclosed under
state or federal law.
B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer,
sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information
State of Washington Interagency Agreement
Department of Commerce
23-66233-014
Page 4
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011 CBAA3
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any
Confidential Information to any third party except with the prior written consent of COMMERCE
or as may be required by law. The Contractor shall take all necessary steps to assure that
Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or
disclosure of Confidential Information or violation of any state or federal laws related thereto.
Upon request, the Contractor shall provide COMMERCE with its policies and procedures on
confidentiality. COMMERCE may require changes to such policies and procedures as they apply
to this Contract whenever COMMERCE reasonably determines that changes are necessary to
prevent unauthorized disclosures. The Contractor shall make the changes within the time period
specified by COMMERCE. Upon request, the Contractor shall immediately return to COMMERCE
any Confidential Information that COMMERCE reasonably determines has not been adequately
protected by the Contractor against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5) working
days of any unauthorized use or disclosure of any confidential information, and shall take
necessary steps to mitigate the harmful effects of such use or disclosure.
6. COPYRIGHT
Copyright in all Material produced under this Agreement shall be the property of the state of
Washington. Both Contractor and COMMERCE may use these Materials, and permit others to use
them, for any purpose consistent with their respective missions as agencies of the state of
Washington. "Materials" means all items in any format and includes, but is not limited to, data,
reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer
programs, films, tapes, and/or sound reproductions. "Ownership" includes the right to copyright,
patent, register and the ability to transfer these rights.
The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Contract, of all known or potential invasions of privacy contained
therein and of any portion of such document which was not produced in the performance of this
Contract. The Contractor shall provide COMMERCE with prompt written notice of each notice or claim
of infringement received by the Contractor with respect to any Materials delivered under this
Contract. COMMERCE shall have the right to modify or remove any restrictive markings placed upon
the Materials by the Contractor.
7. DISPUTES
In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
the following manner: Each party to this Agreement shall appoint one member to the Dispute Board.
The members so appointed shall jointly appoint an additional member to the Dispute Board. The
Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority
prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto.
As an alternative to this process, either of the parties may request intervention by the Governor, as
provided by RCW 43.17.330, in which event the Governor's process will control.
S. GOVERNING LAW AND VENUE
This Contract shall be construed and interpreted in accordance with the laws of the state of
Washington, and any applicable federal laws, and the venue of any action brought hereunder shall be
in the Superior Court for Thurston County.
State of Washington Interagency Agreement
Department of Commerce
23-66233-014
Page 5
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011 CBAA3
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
9. INDEMNIFICATION
To the fullest extent permitted by law, Department of Commerce and Contractor agree to indemnify
and hold harmless each other from and against claims, damages, losses and expenses, including but
not limited to attorneys' fees, arising out of or resulting from the activities contemplated by this
Agreement, provided that such claim, damage, loss or expense is attributable to bodily injury,
sickness, disease or death, or to injury to or destruction of tangible personal property, but only to the
extent caused in whole or in part by negligent acts or omissions of the responsible party and except
to the extent caused by the negligent act or omission or breach or default of the other party, its
employees or agents.
10. LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
11. RECAPTURE
In the event that the Contractor fails to perform this Contract in accordance with state laws, federal
laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an
amount to compensate COMMERCE for the noncompliance in addition to any other remedies
available at law or in equity.
Repayment by the Contractor of funds under this recapture provision shall occur within the time
period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from
payments due under this Contract.
12. RECORDS MAINTENANCE
The Contractor shall maintain books, records, documents, data and other evidence relating to this
contract and performance of the services described herein, including but not limited to accounting
procedures and practices that sufficiently and properly reflect all direct and indirect costs of any
nature expended in the performance of this contract.
The Contractor shall retain such records for a period of six (6) years following the date of final
payment. At no additional cost, these records, including materials generated under the contract, shall
be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly
authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so
authorized by law, regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records
shall be retained until all litigation, claims, or audit findings involving the records have been resolved.
13. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or
terminate the Contract under the "Termination for Convenience" clause, without the ten calendar day
notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding
limitations and conditions.
State of Washington Interagency Agreement
Department of Commerce
23-66233-014
Page 6
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011 CBAA3
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
14. SEVERABILITY
The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
the contract.
15. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior
written approval of COMMERCE.
If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as they
relate to this Contract; (b) prohibit the Contractor from subcontracting with a particular person or
entity; or (c) require the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The
Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term
or condition of this Contract. The Contractor shall appropriately monitor the activities of the
Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a
subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach
in the performance of the Contractor's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable
for claims or damages arising from a Subcontractor's performance of the subcontract.
16. SURVIVAL
The terms, conditions, and warranties contained in this Contract that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Contract
shall so survive.
17. TERMINATION FOR CAUSE
In the event COMMERCE determines the Contractor has failed to comply with the conditions of this
contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before
suspending or terminating the contract, COMMERCE shall notify the Contractor in writing of the need
to take corrective action. If corrective action is not taken within 30 calendar days, the contract may
be terminated or suspended.
In the event of termination or suspension, the Contractor shall be liable for damages as authorized by
law including, but not limited to, any cost difference between the original contract and the
replacement or cover contract and all administrative costs directly related to the replacement
contract, e.g., cost of the competitive bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or
prohibit the Contractor from incurring additional obligations of funds during investigation of the
alleged compliance breach and pending corrective action by the Contractor or a decision by
COMMERCE to terminate the contract. A termination shall be deemed a "Termination for
Convenience" if it is determined that the Contractor: (1) was not in default; or (2) failure to perform
was outside of his or her control, fault or negligence.
The rights and remedies of COMMERCE provided in this contract are not exclusive and are in addition
to any other rights and remedies provided by law.
State of Washington Interagency Agreement
Department of Commerce
23-66233-014
Page 7
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011 CBAA3
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
18. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days written
notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If
this Contract is so terminated, COMMERCE shall be liable only for payment required under the terms
of this Contract for services rendered or goods delivered prior to the effective date of termination.
19. TERMINATION PROCEDURES
Upon termination of this contract, COMMERCE, in addition to any other rights provided in this
contract, may require the Contractor to deliver to COMMERCE any property specifically produced or
acquired for the performance of such part of this contract as has been terminated. The provisions of
the "Treatment of Assets" clause shall apply in such property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv) the protection and preservation of property, unless the termination is for default, in which case
the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to
agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this
contract. COMMERCE may withhold from any amounts due the Contractor such sum as the
Authorized Representative determines to be necessary to protect COMMERCE against potential loss
or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the Contractor shall:
A. Stop work under the contract on the date, and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials, services, or facilities except as may be
necessary for completion of such portion of the work under the contract that is not terminated;
C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
Representative, all of the rights, title, and interest of the Contractor under the orders and
subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or
pay any or all claims arising out of the termination of such orders and subcontracts;
D. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the extent the
Authorized Representative may require, which approval or ratification shall be final for all the
purposes of this clause;
E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed
by the Authorized Representative any property which, if the contract had been completed, would
have been required to be furnished to COMMERCE;
F. Complete performance of such part of the work as shall not have been terminated by the
Authorized Representative; and
State of Washington Interagency Agreement
Department of Commerce
23-66233-014
Page 8
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011 CBAA3
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
G. Take such action as may be necessary, or as the Authorized Representative may direct, for the
protection and preservation of the property related to this contract, which is in the possession of
the Contractor and in which the Authorized Representative has or may acquire an interest.
20. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a
direct item of cost under this contract, shall pass to and vest Contractor. Title to other property, the
cost of which is reimbursable to the Contractor under this contract, shall pass to and vest in
Contractor.
A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein
or approved by COMMERCE, be used only for the performance of this contract.
B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that results
from the negligence of the Contractor or which results from the failure on the part of the
Contractor to maintain and administer that property in accordance with sound management
practices.
C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately notify
COMMERCE and shall take all reasonable steps to protect the property from further damage.
D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement
upon completion, termination or cancellation of this contract
All reference to the Contractor under this clause shall also include Contractor's employees, agents
or Subcontractors.
21. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this Contract unless
stated to be such in writing and signed by Authorized Representative of COMMERCE.
State of Washington Interagency Agreement
Department of Commerce
23-66233-014
Page 9
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011CBAA3
Scope of Work & Budget
Solution Highlights
Attachment A
The City of Tukwila will deploy an outdoor private wireless solution to connect students to quality
broadband with a focus on the neighborhoods of Allentown, Tukwila Hill, and Tukwila International
Boulevard. Network coverage has been designed to provide wireless broadband service in the
"hotspots" shown in the Student Internet Need Analysis heat map. (Figure 1 below).
The Tukwila School District will provide CBRS enabled Chromebooks or 4g Dongles to 1200 students to
enable student access to the wireless network.
Solution Overview
The proposed solution for the City of Tukwila includes an outdoor 4G/LTE CBRS Private Wireless network
that uses the same cellular technology that mobile network operators have been perfecting for decades
and puts it directly in the hands of the municipality. The network operates in the CBRS band and in
concert with a cloud -based Spectrum Access System (SAS), the system that controls the CBRS band,
empowers new wireless performance and reliability characteristics that cannot be delivered by Wi-Fi
and other proprietary systems operating in unlicensed bands.
Network for the City of Tukwila
In order to develop the private wireless design geographic information system (GIS) mapping provided
by the City of Tukwila and assumed student usage requirements, initiated a rigorous desktop RF design
using the industry standard ATOLL software suite. Network design is an iterative process of assigning
frequencies, transmitter locations and refining RF parameters to evaluate ideal radio locations to ensure
sufficient signal strength throughout the targeted neighborhoods.
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011CBAA3
Attachment A
The building clutter types of the neighborhoods of Allentown, Tukwila Hill, and TIB were characterized
and also input into the design tool. This information affects radio signal propagation and is used to
estimate student density and network capacity requirements. Allentown has primarily single-family
homes. Tukwila Hill has primarily apartment buildings and townhouses while TIB has single family
homes in the north and apartments buildings in the south. Apartment buildings are assumed to have a
higher of students. Please see Figure 2 below.
FIGURE 2: EXAMPLE OF BUILDING CLUTTER CHARACTERIZATION
Radio signal coverage were evaluated for RSRP, SINR and Best Server for each site. Figure 3 is
included for reference purposes only. The design process resulted in seven (7) sites having a total of ten
(10) eNodeB CBRS radios that will be deployed throughout the city to address the broadband
connectivity requirements of the students.
Based on the current design, three (3) sites (Tukwila Community Center, Cascade View Elementary
School and Impact Puget Sound Charter School) will have radios mounted on the rooftops, one (1) site
will have a radio mounted on a new monopole, and three (3) sites have radios mounted on existing
Puget Sound Energy (PSE) utility poles.
Allen Town Allentown
Tukwila Hill Tukwila Hill
Tukwila Hill Foster
TIB Cascade View
TIB TIB
TIB Stte 2
TIB Site 3
lei
PSE. Utility Pole
Cascade View Elementary school
impact Puget Sound Charter School
PSE Utility Pole
PSE Utility Pole
12424 42nd Ave .5, Tukwila, WA 98168
15000.14944 57th Ave 5, Tukwila, WA 98168
13537 Interurban Ave S, Tukwila, WA 98168, USA
13601 32.nd Avenue 5., Tukwila WA 98168
.3438 S 148th 5t., Tukwila, WA 98168
38 Rainbow Or, Tukwila, WA 98188, USA
15810 39th PI 5, Tukwila, WA 98188, USA
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011CBAA3
Attachment A
A new monopole will be constructed in the Tukwila Hill neighborhood at the Municipal Water Reservoir.
The utility poles, owned by Puget Sound Energy (PSE) are located in the Tukwila Hill and TIB
neighborhoods. PSE has a program in place to allow small cell deployments on their utility poles. Detail
can be found here on the PSE website: https://www.pse.com/en/pages/wireless-collocation.
Attachment to PSE utility poles will require formal PSE approval. The resultant RF Coverage appears as
follows:
DL RSRP coverage for a 20MHz
LTE Channel at 3500 MHz
erpc a by RAG- t,«va::Mk)
ei 'CAI td n> -k'
v<I ?MI 01W0l * , 9U
r.ui N134 -1:d6.41 , ..95
..vel itYLI &nt . ,nu
,000 - '04
FIGURE 3: RADIO FREQUENCY COVERAGE
Further refinement of our network design was conducted to ensure sufficient network capacity is
available. This is accomplished by conducting a simulation of student utilization. In the simulation, users
were assumed to be using Zoom on CBRS enabled 4G LTE Chromebooks. Half of the users are assumed
to be on audio calls (80kbps uplink and downlink) and half the users are on video calls (300kbps uplink
and downlink). Based on this simulation, approximately 900 simultaneous users can be supported with
the proposed design.
Upon award, the final stage of network design would include a formal field survey of the sites. A review
of backhaul connectivity, power availability, and constructability are required to confirm the
assumptions and/or make design modifications to reflect information uncovered during the physical
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011CBAA3
Attachment A
surveys. A meeting with PSE would be arranged to understand their small cell attachment approval
process and confirm viability of the utility pole sites identified in this design. See Figure 4 below.
The proposed turnkey PWN includes the following:
• 4G edge packet core running on a Dell server
o Optional: AWS Edge Device
• Ten (10) 4G Category B CBRS radios with GPS and mounting brackets
• RAN management software and server
• Timing server
• One thousand two hundred (1200) SIMs, device licenses for core, and device connectivity
management services
• Spectrum Access System services
• Professional site survey, network configuration, pre -provisioning, shipment, installation, and
commissioning services for the private wireless starter network
• Managed service operation for all network components provided by partner with 24/7/365
NOC support
• Maintenance and onsite break -fix per SLO
;ant (ACPs itOv 8240)
71517-012P1
2'teGate 40F)
FIGURE. 4: ILLUSTRATES THE TOPOLOGY OF THE NETWORK BEING CONSIDERED
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011CBAA3
Attachment A
Design Considerations and Assumptions
Note the following assumptions and considerations for the network design:
• It is expected that core network will be installed in a location where fiber/internet connectivity
is currently available and that it will have the space and conditions for the installation of such
elements and future core expansion.
• A site survey and visit to Tukwila is to be performed before the RF design is finalized
and approved by the City of Tukwila.
• Puget Sound Energy will approve attachment to the utility poles identified and deliver 120
VAC power.
• It has been assumed that at the time of installation, internet/fiber connectivity and 120 VAC
power will be available at each of the radio locations by the City of Tukwila.
• The default configuration to be used for each 4G base station is single sector with a
directional propagation pattern using 2x20MHz channels in a N=1 reuse pattern. Once the RF
design is done, adjustments to this configuration will be done on a per site basis.
• The network capacity has been designed assuming no other devices on the network are
being used other than the school board provided 4G/LTE CBRS enabled Chromebooks.
• Spectrum Management: Cloud -based SAS solution will be used to allow the radios to use the
CBRS spectrum.
• Security: The solution is to be deployed and configured following the best security
practices including but not limited to the provision of a NGFW and secure management of
SIMs and subscriber information.
• Privacy: Access to the network will only be allowed to devices that are using one of the SIMs
provisioned for the network.
Solution Architecture Overview
Private Wireless as a Service (PWaaS) Solution operates in multiple layers including the following:
• On -Customer -Premise Portion
o Radio Access Network (RAN) Layer
o Core Network Layer
o Network Connectivity Layer
o Device Layer
• Cloud Portion
o Spectrum Management Layer
o NOC Remote Monitoring and Support
On -Customer -Premise Portion
The RAN Laver is powered by 4G/LTE CBRS Radios included in the solution package (indoor and outdoor
radio options are offered). The RAN Layer is designed to connect to the customer's end devices that are
equipped with SIMs supplied with the solution. RAN Management Software is deployed on local
compute HW. This software enables the connection and communication between the radios and the
Spectrum Management Layer hosted in the cloud. The RAN Layer deployment is designed and
implemented based on requirements developed in coordination with the City of Tukwila.
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011CBAA3
Attachment A
The Core Network Laver is powered by fully functional 3GPP compliant 4G/LTE core network software
running on an edge compute device deployed at the customer premise. The core network software
includes control plane and user plane network functions. These network functions support multiple data
transfer types including Real Time, Data Only, Internet of Things (loT) and Fixed Wireless Access (FWA).
More details of this layer, the network functions and the data transfer types are provided later in this
document.
The Network Connectivity Laver provides local network connectivity of PWaaS Components within the
On -Customer Premise Portion of the PWaaS Solution. This layer also provides connectivity to the Cloud
Portion of the PWaaS Solution via the customer's PDN connection. A Network Switch and an optional
Firewall when necessary to connect to the customer's Local Area Network (LAN). The Network Switch
and optional Firewall serve as the demarcation point connection to the customer's on -premises LAN. The
customer is responsible for providing data connectivity to the PDN. Bandwidth requirements for this
data connectivity depend on the customer's use case requirements of the PWN.
The Device Laver is powered by SIMs or eSIMs delivered with the solution. These SIMs are pre-
configured to interface with the Private Wireless RAN and Core Network Layers. The SIMs include
software licenses required for connecting the devices to the private wireless network. These SIMs can
be inserted and used within the customer's devices which must also be equipped with the proper
4G/LTE CBRS radio technology supported by the RAN (e.g., mobile phones, tablets, laptops, loT
devices, etc.).
The network design assumes the student use of 4G/LTE CBRS enabled Chromebooks. For example, CTL
offers a Chromebook that could be purchased by the school board for this use case. More details on the
CTL Chromebook can be located here: https://ctl.net/products/ctl-chromebook-n1721-b48-Ite.
Cloud Portion
Cloud -Based Spectrum Management Service provides the SAS functionality to the Private Wireless
network deployed at the customer site. The Spectrum Management Service ensures the customers
PWaaS network operates without interfering with CBRS incumbents and ensures robust spectrum for
the customer.
The SAS starts with a database of the base stations operating within the band. These base stations are
the CBSDs. They all operate on specific channel assignments. The SAS is cloud -based, and the FCC has set
up the rules governing how it coordinates channel assignments. The SAS database knows everything
pertinent about these CBSDs: their tier status, where they are located geographically, and other
important details to coordinate channel assignment and help prevent or manage interferences. First on
the to-do list is making sure nobody gets in the way of the important work of the military and the radar
systems operating within this band. Those are the incumbents.
To make that work, the SAS uses special sensors known as Environmental Sensing Capability (ESC).
These sensors are set up along coastal regions, and their role in life is to detect incumbent activities,
predominantly shipborne radar activity.
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011CBAA3
Attachment A
Although their military functions are incredibly important to the nation, these incumbent users leave
behind a lot of excess capacity within the 3.5 GHz band of the spectrum. Because the ESC tracks when
this use is happening, it also helps the SAS know when unused channels are available for others. CBSDs
that want to use the spare space on the spectrum put in requests to the SAS, and the SAS can grant
requests when the channels are free.
When an ESC sensor detects that a radar system is in use, it alerts the SAS. The SAS, in turn,
automatically communicates with CBSDs in the area that are using the affected channels, causing
the devices to move to a different channel. It's like a traffic cop directing cars to switch lanes so that
an ambulance can get through.
Spectrum Access System (SAS)
FIGURE 5: CBRS SPECTRUM TIERS/ PRIORITY
The FCC's three-tier system, as shown in Figure 5 above, gives highest priority to the users in Tier 1.
Those in Tiers 2 and 3 are not allowed to interfere with the operations of those in Tier 1. Tier 2 comes
next in line. The PAL users there are protected from interference by the General Authorized Access
(GAAs) in Tier 3.
Up to seven PAL licenses are awarded within each U.S. County. With that 70 MHz spoken for, that frees
up at Ieast 80 MHz of frequencies that are available for GAA use if Tier 1 incumbents aren't using them.
Plus, the GAAs have access to the 70 MHz of frequencies of the PAL licensees when they aren't in
active use.So, to put it simply, the GAAs are essentially second or third in line, but opportunistic based
on their location near Tier 1 and Tier 2 users. They are gaining access to a valuable spectrum and have
plenty of good reasons to sign up for that status. In the case of CBRS, the SAS plays the role of a traffic
facilitator. SAS in a specific location will be sure various tiers of users are in the right places, all able to
make use of the spectrum, all getting along well.
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011CBAA3
Attachment A
General Project Plan
This is a general project plan and steps below may not be required. The actual project plan will
be developed in coordination with the Customer and tailored to the Customer's project.
Project Discussion and Development
• Use cases
• Coverage/capacity
• Vendors & Relationship
• Devices/endpoint needs and ownerships
• Power/FH/BH
• Roles & Responsibilities
Design and Planning
• Spectrum Planning Site Survey
• RF Design
• Design reviews and approval with Customer
• Full System Network Design along with BOM
Site Acquisition (not included in proposal)
• Zoning
• Regulatory
• NEPA
• ESA review
• ROW access
• Permitting
• Structural analysis
• Construction drawings
Installation and Project Management
• Procurement
• Pre -construction walks
• Drawing revisions
• Actives and passive infrastructure Installation
• Installing, Provisioning & Commissioning
• SIM Management
• KPI and Optimization
Operations and Closeout
• Full Solution Network Acceptance and handoff
• NOC Monitoring
• L2 and L3 (field support & mobilization)
• Performance Assurance
Additional Services (Would be additional scope)
• End user device onboarding
• Annual inspections and KPI optimization
• Additional use case Support and solutions development
DocuSign Envelope ID: 98535C22-DF64-4B67-8BF8-3902011CBAA3
Attachment A
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Project Discussion and Development
4 weeks
Design and Planning
3 weeks
Site Acquisition (if required)
TBD
Installation and Project Management
4-6 weeks
Operations and Closeout
2-4 weeks
Additional Services
TBD
*There is overlap within phases and total project duration will be less than the sum of the individual phases.
Budgetary Estimate
Budget Estimate
Equipment & Deployment $ 475,000
License Fees & Manage Services 275000
Construction Services / Site Improvements 100,000
Contingency 150,000
Project Total $1,000,000