HomeMy WebLinkAboutAgreement for Consulting Services-KittitasCountyCERBFeasibilityStudy
CONSULTING SERVICES AGREEMENT
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CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (“AGREEMENT”) is made and
entered into by PETRICHOR BROADBAND, LLC, a Washington interlocal
limited liability company permitted under RCW 39.34.030, (hereinafter
“PETRICHOR”), and Kittitas County a Washington municipal corporation,
(hereinafter “Kittitas County”), upon the following terms, to-wit:
RECITALS
WHEREAS, PETRICHOR contracts with public entities and private
entities for the planning, development and operation of local and
regional telecommunication facilities;
WHEREAS, Kittitas County intends to complete a broadband
feasibility planning study to facilitate assessment and mapping of
existing broadband capacity within Kittitas County to identify gaps in
coverage, current access providers, and possible options/alternatives
for new construction or expansion of networks; and
WHEREAS, this Agreement provides for certain services to be
provided by PETRICHOR to Kittitas County for a one-time fee as set
forth below and the mutual benefits to be derived;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Scope of Work: PETRICHOR shall provide the following
services and/or deliverables to meet the minimum requirements for the
broadband feasibility study:
a. Define Kittitas County’s broadband needs and goals
b. Inventory existing broadband infrastructure assets
within Kittitas County
c. Include gap analysis to define the additional
broadband infrastructure necessary to meet the
identified goals
d. Include one or more potential network designs, cost
estimates, operating models and business models
CONSULTING SERVICES AGREEMENT
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e. Include an assessment of municipal and county
procedures, policies, rules and ordinances
f. Assess and describe the digital inclusion of Kittitas
County including affordable internet, affordable
equipment, digital literacy training, and public
computer access
g. Prepare a budget for the plan aligned to significant
project plan milestones, costs and tasks including Pro
Forma Financial Statements, potential sources for
funding and any letters of commitment for funding and
internet service providers
h. Identify key documents/existing efforts in Kittitas
County
i. Identify potential community anchor institutions and
businesses
j. Develop a management plan
k. Complete a readiness assessment for Kittitas County
l. Evaluate how the project would benefit health and
safety for Kittitas County
m. Evaluate how this project would benefit education
access
n. Identify if Kittitas County is unserved or underserved
o. Monthly reports on the progress of the scope of work,
upon request
2. Scope of Work Not Included: PETRICHOR will not be
responsible to conduct or complete the following:
a. Create a Community Broadband Team.
b. Hold at least one Community Broadband Meeting and
associated documentation.
c. Create a Vision Statement.
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3. Fees: Kittitas County shall pay a one-time fee of Fifty
Thousand and XX/100 Dollars ($50,000.00) for the services provided by
PETRICHOR. Kittitas County shall also reimburse PETRICHOR for all
travel expenses incurred by PETRICHOR related to the services
provided.
4. Term: The term of this Agreement shall begin September 1,
2021, and terminate upon completion of the services to be provided,
but no later than the 31st day of December, 2021.
5. Ownership: PETRICHOR shall acquire no ownership or
property interest in the project lines or facilities. Kittitas County
shall own the report and all digital maps provided as part of the
Scope of Work.
6. Purpose: The services and/or any deliverables are not
intended as a substitute for financial, investment, legal, accounting
or other professional advice.
7. Indemnification: Kittitas County agrees to indemnify and
hold PETRICHOR harmless from any losses relating to the services or
their use of any deliverables (including any losses asserted by
Kittitas County, its agents or representatives, or third parties) and
any losses sustained by PETRICHOR when participating in any legal,
regulatory, or administrative proceeding relating to the services
and/or the deliverables.
8. Independent Contractor: It is not intended by this
Agreement to create an employer-employee relationship. PETRICHOR
expressly agrees it is an independent contractor who provides like
service to other clients. All salary, wages (including overtime),
taxes, insurance, fringe benefits, and payroll obligations of
PETRICHOR’s personnel shall be the responsibility of PETRICHOR.
9. Nondiscrimination: The employees or agents of PETRICHOR
who are engaged in the performance of this contract shall continue to
be employees or agents of PETRICHOR and shall not be considered for
any purpose to be employees or agents of Kittitas County. PETRICHOR
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agrees not to discriminate against any person, including any employee
or applicant for employment in the performance of this Agreement with
respect to tenure, terms, conditions, or privileges of employment or
any matter because of race, sex, color, religion, age, national
origin, ancestry, sexual orientation or status as a Vietnam veteran.
Breach of this covenant may be regarded as a material breach.
10. Attorney’s Fees: If either party hereto finds it necessary
to retain an attorney to enforce any of the provisions hereof, it is
agreed that the prevailing party in such matter, whether or not
litigated in court, shall be entitled to a reasonable attorney’s fee
from the other party, plus all litigation expenses.
11. Modification: No modification or change to this Agreement
shall be effective of binding unless it is made in writing and no
representation, promise or inducement or statement of intention has
been made by either party which is not embodied herein.
IN WITNESS WHEREOF, the parties enter into this Agreement the
_____ day of _________, 2021, and the undersigned represent that he or
she is authorized to sign this Agreement.
PETRICHOR, a Washington limited
liability company
By____________________________________
Joseph R. Poire, Manager
Kittitas County, a Washington
municipal corporation
By____________________________________