HomeMy WebLinkAboutFuse Technic-WaterlooFiber-Network Consulting Agreement 2023-10-03SIGNED - 10.18.2023 NETWORK ENGINEERING CONSULTING AGREEMENT
October 3, 2023
BETWEEN: Fuse Technic, LLC
PO Box 282
Cedar Falls, IA 50613
AND: Waterloo Fiber
715 Mulberry St
Waterloo, IA 50703
FUSE TECHNIC
CONTACT: Ben Stineman ( bstineman@fusetechnic.com ) +1(319) 830-6258 [voice/sms]
SERVICES SCOPE
Fuse Technic will provide Waterloo Fiber with network and infrastructure architecture & engineering services
pertaining to the design, startup and operation of the communications utility in coordination with other firms
involved (Magellan, ePlus, et al).
Consulting services include but are not limited to:
● ISP Network Architecture & Engineering
○ Network topology design, design review, software/hardware procurement, implementation and
documentation for edge, core and fiber to the premises networks to support “triple-play” services.
○ Internet number resource registration and management (ARIN) - ASN / IPv4 / IPv6.
○ Internet transit peering planning and coordination.
○ Transport planning and design.
○ DDI architecture (DNS, DHCP, IPAM).
○ CGNAT architecture & strategy.
● ISP Infrastructure, Monitoring, Trending and Accounting
○ OSS/BSS/EMS Integration - Design, requirements, procurement and implementation/integration of
the Element Management Systems and Billing Systems for the operation of the ISP.
○ Design, software/hardware procurement, installation, and configuration of software platforms to
facilitate trending, monitoring and alerting of the communications infrastructure.
● Hiring/Staff
○ Technical assessment and evaluation of candidates being interviewed to fill permanent ISP staff roles.
○ Training & mentoring of staff in the operation of an Internet Service Provider.
● Facilities
○ Design and implementation of Network Operations Center (NOC).
○ Design of data center room layouts for headend/CO and hub sites.
○ Specification, procurement assistance, and configuration of IT/network power systems and
environmental monitoring of data rooms.
● Compute / Systems Administration
○ Implementation (design, software/hardware procurement, installation, and configuration) of virtual
compute platform to accommodate software applications and services that pertain to the operation of
the communications utility.
Changes to this scope shall be communicated in written form from Waterloo Fiber to Fuse Technic, LLC.
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TERM
The initial term will be October 9, 2023 through December 31, 2023. Services following this term may be
renegotiated if needed. Either party may terminate this contract at any time for any reason by giving at least
thirty (30) days notice in writing to the other party. If the contract is terminated as provided herein, Fuse
Technic will be paid a fair payment as negotiated for the work completed as of the date of termination.
Additionally, upon termination, Waterloo Fiber shall retain ownership in or will be granted possession or
ownership of all deliverables performed prior to the date of termination. Fuse Technic, LLC, agrees to work
cooperatively with the Waterloo Fiber upon termination to ensure that all necessary ownership and possession
is secured.
COMPENSATION
Work will be billed hourly at the rate of $175/hr. Invoices will be sent digitally (pdf) via email on the first
business day of the month for the previous billing period. Payment is to be remitted within 30 calendar days via
ACH (preferred) or paper check mailed to the PO Box above.
TIME CONSTRAINTS
Invoices are not to exceed 40 billed hours in a monthly billing cycle unless otherwise negotiated due to project
deadlines or other time constraints.
SERVICE LOCATION
The consulting services in this agreement will be performed at locations of the consultant’s discretion. Fuse
Technic will schedule any needed on-site work with Waterloo in coordination with the other firms involved.
INDEPENDENT CONTRACTOR
Fuse Technic, LLC and its agents will operate as independent contractors to Waterloo Fiber in the performance
of its duties under this agreement.
EMPLOYMENT OF OTHERS
If during the course of this agreement it is determined that additional firms, consultants or contractors are
needed to complete the duties of this agreement, Waterloo Fiber will assume all costs of the additional
consultants or contractors. In no event will additional firms be employed to carry out the scope,original or
otherwise agreeably amended, of this agreement without prior authorization by both parties.
CONFIDENTIALITY & NON-DISCLOSURE
Fuse Technic, LLC and Waterloo Fiber agree that any confidential or sensitive business information exchanged
during the course of the work outlined in this agreement will not be disclosed to a 3rd party unless required to
do so by law or unless otherwise formally authorized - such as with business partners.
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INDEMNIFICATION
a) Indemnification by the Client: Waterloo Fiber (The Client) shall indemnify, defend and hold harmless
Fuse Technic, LLC and its representatives against any and all losses, claims, damages, liabilities and
expenses (including reasonable costs of legal fees), in addition to any liability the Client may otherwise
have, arising out of, related to or based upon any violation of law, rule or regulation by the Client.
b) Indemnification by the Consultant: Fuse Technic, LLC (The Consultant) shall indemnify, defend and
hold harmless Waterloo Fiber and its representatives against any and all losses, claims, damages,
liabilities and expenses (including reasonable costs of legal fees), in addition to any liability the Client
may otherwise have, arising out of, related to or based upon:
i) Any breach by the Consultant of any representation or warranty contained in this agreement; or
ii) Any violation of law, rule or regulation by the Consultant.
c) Actions Relating to Indemnity : If any action or claim shall be brought or asserted against a party entitled
to indemnification under this Agreement or any person controlling such party and in respect of which
indemnity may be sought from the party obligated to indemnify the Indemnified Party pursuant to this
section, the Indemnified Party shall promptly notify the Indemnifying Party in writing and, the
Indemnifying Party shall assume the defense thereof, including the employment of legal counsel and
the payment of all expenses related to the claim against the Indemnified Party or such other controlling
party. If the Indemnifying Party fails to assume the defense of such claims, the Indemnified Party or any
such controlling party shall have the right to employ a single legal counsel, reasonably acceptable to
the Indemnifying Party, in any such action and participate in the defense thereof and to be indemnified
for the reasonable legal fees and expenses of the Indemnified Party's own legal counsel.
d) This Section shall survive any termination of this Agreement for a period of three (3) years from the
date of termination of this Agreement. Notwithstanding anything herein to the contrary, no Indemnifying
Party will be responsible for any indemnification obligation for the gross negligence or willful misconduct
of the Indemnified Party.
INSURANCE
General and Professional Liability Insurance policy documents available on completion of this agreement.
AGREEMENT EXECUTION
By signing below, the parties stated in this agreement acknowledge the acceptance of this proposal.
Waterloo Fiber
__________________________________ _______________________________
Authorized Signature Date
__________________________________
Printed name of above signed
Fuse Technic, LLC
__________________________________ _______________________________
Authorized Signature Date
__________________________________
Printed name of above signed
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10/19/2023
Eric Lage