HomeMy WebLinkAboutAgreement Petrichor BroadbandCONSULTING 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 foflowing terms, to-wit:
RECITALS
WHEREAS, PETRICHOR contract.s with public entities and private
entities for the planning, development and operation of local and
regional telecommunicatj-on facilities;
WHEREAS, Kittitas County intends to complet.e a broadband
feasibility planninq 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:
PETRICHOR shal-l- provide the f ollowing
services and/or deliverabl-es to meet the minimum requirements for the
broadband feasibility study:
a. Define Kittitas County's broadband needs and goals
1. Scope of Work:
b Inventory existing broadband
within Kittitas County
infrastructure assets
additional
meet the
designs, cost
models
Include gap analysis to define the
broadband infrastructure necessary to
ident.ified goals
d. Include one or more potent.ial network
estimates, operating models and business
CONSULTING SERVTCES AGREEMENT
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f
g
h
Include an assessmenL of municipal and county
procedures, policies, rules and ordinances
Assess and describe the digital incfusion
County including affordable internet,
equipment, digital literacy training,
computer access
of Kittitas
affordable
and public
I
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 fundinq and
i-nternet service providers
Identify
County
key documents/existing efforts in Kittitas
Identify potential community anchor institutions and
businesses
l
k
I
Develop a management
Complete a readiness
Evaluate how the pro
safety for Kittitas
plan
assessment for Kittitas
ject woufd benefit health
County
County
and
m Evaluate how this project woufd benefit education
access
Identify if Kittitas County is unserved or underserved
on the progress of the scope of work,
n
o Monthly reports
upon request
2. Scope of Work Not Included:PETRICHOR will not be
responsible to conduct
. Create
complete the following:
Community Broadband Team
or
aa
1^p Hold at least one Community Broadband Meeting and
associated document.ation.
Create a Vision Statement.
CONSULTING SERVICES AGREEMENT
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3. Fees: Kittitas County shal-f pay a one-time fee of Fifty
Thousand and XX/100 Doll-ars ($50,000.00) for the services provided by
PETRICHOR. Kittitas County shall also reimburse PETRICHOR for afl
travel expenses incurred by PETRICHOR refated to the services
provided.
4. Term: The term of this Agreement shal-l begin September 1,
2021, and terminate upon completion of the services to be provided,
but no later than the 31st day of December, 202I.
5. Ownership: PETRICHOR shall acquire no ownership or
property interest in the project lines or facilities. Kittitas County
shal-l own the report and all- digital maps provided as part of the
Scope of Work.
6. Purpose: The services and/or any defiverables are noL
int.ended as a substitute for financial, investment, 1ega1, accounting
or other professional advi-ce.
7. Indemnification: Kittitas County agrees to indemnify and
hold PtrTRICHOR harmless from any losses relating to the services or
their use of any deliverabfes (including any losses asserted by
Kittitas County, its agents or representatives t or third parties) and
any losses sustained by PETRICHOR when participatinq 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 shal-l 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
CONSULTING SERVICES AGREEMENT
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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, dga, national
origin, ancestry, sexual orj-entation 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 entj-tl-ed 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
and the undersigned
Agreement.
this Agreement thetufwfuR_day o 202r,
she is authorized to sign this
PETRICHOR, a Washington limited
liability company
By
Jos Poi r€r Manager
represent that he or
WashingtonKittitas
munic j-pa1
County,
corp orati
By
CONSULTING SERVICES AGREEMENT
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