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HomeMy WebLinkAboutItem 07- LCOG IGA Amendment AGENDA ITEM SUMMARY Meeting Date: 2/20/2024 Meeting Type: Regular Meeting Staff Contact/Dept.: Sam Kelly- Quattrocchi/CMO Staff Phone No: 541.726.3713 Estimated Time: Consent Calendar S P R I N G F I E L D C I T Y C O U N C I L Council Goals: Provide Financially Responsible and Innovative Government Services ITEM TITLE: CITY OF SPRINGFIELD/LCOG IGA AMENDMENT ACTION REQUESTED: Authorize the City Manager to execute the Third Amendment to an Intergovernmental Agreement (IGA) with Lane Council of Governments to staff and to perform an audit of the fiber partnership across six organizations (Gang of Six). ISSUE STATEMENT: Springfield’s IGA with LCOG for staffing for the fiber partnership has expired, and LCOG has requested an amended contract, extending the duration, increasing the not to exceed amount, and adding a task to perform an audit of the fiberoptic assets. ATTACHMENTS: 1: Third Amendment to C2192 Indefeasible Right of Use – Gang of Six DISCUSSION/ FINANCIAL IMPACT: In 2000, Williams Communication, Inc. (now Level 3) transferred an indefeasible right of use, IRU, in 96 strands of fiber optic cables to the City of Eugene. These cables, referred to as dark fiber, were not in use at the time of transfer, and the City of Eugene did not have use of the fibers at the time. The City of Eugene transferred the rights to use the fiber strands to six different agencies. The City of Springfield is one of the six agencies. In 2018, as the 2000 IRU was close to expiration, each member of the group signed IGAs with Lane Council of Government to run meetings and facilitate discussions with a not to exceed value of $3,000 (ATT 1). The City of Eugene IRU with Level 3 was eventually extended for an additional 20 years. Each of the six original members continue to have use rights in the 96 strands of the dark fiber under the City of Eugene’s IRU with Level 3. On June 14, 2023, the six member agencies met and discussed the status of the group and the fiber assets. It was determined that it would be beneficial to have Lane Council of Governments, LCOG, staff conduct an audit of each member’s dark fiber infrastructure. This will memorialize previously lost information, through staff attrition, and confirm compliance with restrictions set forth in the City of Eugene’s IRU agreement with Level 3. The third amendment, attachment 1, will authorize LCOG to continue to facilitate meetings. LCOG will continue to schedule meetings, prepare agendas, and follow up on action items. This amendment will also authorize LCOG to perform an end- to-end audit of the network using the fiber assets. This amendment includes a one- time increase of $6,000 in the not to exceed limit which will fund the one-time audit, and the ongoing meeting support. THIRD AMENDMENT TO INTERGOVERNMENTAL AGREEMENT City of Springfield/Lane Council of Governments (Gang of Six) WHEREAS, Lane Council of Governments and the City of Springfield entered into an Agreement dated August 1, 2018 for services related to staffing and facilitating meetings of the Gang of Six. That agreement expired on June 30, 2019. WHEREAS, on or about August 19, 2019, LCOG executed an amendment extending the expiration date to December 31, 2020. WHEREAS, on or about July 9, 2021, the parties executed a second amendment extending the expiration date to December 31, 2022. WHEREAS, the second amendment incorporated a new Exhibit, Exhibit B. Exhibit B is attached hereto for ease of reference but is not amended. WHEREAS, the parties wish to further extend the expiration date. WHEREAS, on June 14, 2023, the Gang of Six met to discuss the status of the Gang. The Gang determined that it would be beneficial to have LCOG staff conduct an audit of the Gang of Six infrastructure. LCOG staff, Jacob Callister and Keith Testerman, were tasked with preparing an estimate for the cost of preparing the asset audit. Revised Attachment A (Work Program) to this Agreement incorporates that estimate. Article 3 is also amended to increase the “not to exceed” amount to accommodate the costs for preparing the asset audit. NOW THEREFORE, both parties agree to the following: 1. The Agreement is reinstated effective December 31, 2022. 2. Article 1 of the Agreement shall be amended to read: “The agreement term shall take effect on the Effective Date and shall continue in place until December 31, 2025, or until earlier terminated pursuant to Paragraph 4 of this Agreement.” 3. Article 3 (Compensation) of the Agreement shall be amended as follows: “SPRINGFIELD shall pay LCOG invoice on net 30 days terms, which shall be issued quarterly unless otherwise agreed to by the partie s in writing. Attachment 1 Page 1 of 11 3.1 The invoice will reflect hourly rates for LCOG personnel plus any direct expenses association with the Work performed. However, the agencies that make up the Gang of Six and the City of Eugene have agreed to split LCOG’s costs for this Work evenly among them. Accordingly, the invoice will only reflect 1/7 of the total of LCOG’s time and expenses associated with the Work performed under this agreement. 3.2 The cost of this agreement shall not exceed $9,000.00. 3.3 Invoice to be sent to: Accounts payable – City of Springfield, 225 5th Street, Springfield, OR 97477 or email to: accountspayable@springfield-or.gov. Invoice to include IGA #2192 and approval code #710. 4. Attachment A (Work Program) is amended as provided in the attached Revised Attachment A (Work Program). 5. All other terms and conditions of this Agreement remain unchanged. LANE COUNCIL OF GOVERNMENTS CITY OF SPRINGFIELD _____________________________ ____________________________ By: Brendalee S. Moore By: Nancy Newton Executive Director City Manager ___________________ _________________ Date Date Attachment 1 Page 2 of 11 1 Revised Attachment A Scope of Work Background/Context The Gang of Six's unique collective interest in fiber optic assets through the City of Eugene necessitates directed coordination and facilitation. Primarily due to staff turnover and loss, or failure of, knowledge transfer, the Gang of Six assets also need a system audit . An audit will provide crucial understanding and transparency of the details of the system but will also allow asset managers to confirm that the assets are being used according to the restrictions set forth in the City of Eugene’s IRU with Lumen. Scope Objectives The purpose of this scope is t w o-fold; to continue LCOG’s facilitation of the group’s coordinated decision making (Task 1) and to provide an end -to-end audit of networks using Gang of Six fiber (Tasks 2 & 3). The t hree tasks are outlined in greater detail below. The resulting deliverables for the tasks will address the following key elements: • Meeting coordination, facilitation and notes • A udit of Gang of Six fiber end -to-end at the strand level • Identif ication of which fiber ports at each facility have active traffic connected to them. • Characterization of each agencies use of the system and its compatibility with IRU defined allowable uses. • Digital mapping of the system (Maybe in the new tool?) TASK 1 GROUP FACILITATION On request of the Gang of Six, LCOG shall provide the following services: 1. LCOG will schedule and staff (facilitate) meetings as needed 2. Prepare agendas and provide for notes of the meetings LCOG Deliverables: A. Meeting scheduling and facilitating B. Meeting agendas and meeting notes TASK 2 ASSET RESEARCH AND DOCUMENTATION On request of the Gang of Six, LCOG shall provide the following services: Attachment 1 Page 3 of 11 2 1. Review 2019 vault audits and identify all splices from the Gang of Six Cable 2. Audit Glenwood and Springfield vault s (not included in 2019 audits) 3. Make a list of all cables/strands that are directly spliced to Gang of Six strands. 4. Report back how many paths need to be traced and narrow scope for Task 3 LCOG Deliverables: A. List of cables/splices that need to be tracked from the Gang of Six Assets B. Report back on scope for Task 3 TASK 3 NETWORK TRACING & DOCUMENTATION On request of the Gang of Six, LCOG shall provide the following services: 1. Trace cables/strands identified in Task 2 back to A and Z locations using a combination of the 2019 audits and new audits. 2. Identify ports inside facilities that correlate to networks that traverse Gang of Six fiber 3. Identify what equipment is plugged into these ports with the help of agency in charge of each location and catalog what it is being used for. 4. Map networks in Vetro (requires LCOG to purchase a license and prep asset data) LCOG Deliverables: A. Spreadsheet of ports in facilities that are currently spliced to Gang of Six fiber and whether anything is connected to each port . If something is connected, catalog what it is used for. B. Networks mapped digitally in Vetro end to end (Or another similar tool if LCOG chooses not to procure Vetro) *LCOG does not represent the interests of either the City of Eugene or any of the entities that make up the Gang of Six. If one or more, but not all, of the members request assistance or services from LCOG staff that separately and solely benefits that mem ber or members, such assistance from LCOG falls outside the scope of work for this Agreement, and the member or members separately benefitted shall be responsible to compensate LCOG for such assistance. Project Schedule and Budget PROJECT TASKS SCHEDULE COST TASK 1: GROUP FACILITATION Month 1-12 $5,000 TASK 2: ASSET RESEARCH AND DOCUMENTATION Month 1-4 $5,000 TASK 3: NETWORK TRACING & DOCUMENTATION Months 4-8 $25,000 CONTINGENCY CUSHION $7,000 ~12 Months $42,000 Attachment 1 Page 4 of 11 3 Proposed LCOG Staff, proportions and rates PROPOSED STAFF % RATE* ANNE DAVIES – PRINCIPAL ATTORNEY 20% 135.00 KEITH TESTERMAN – DATA CENTER & SYSTEMS MGR 65% 125.00 JACOB CALLISTER - PRINCIPAL PLANNER 10% 127.00 GIS ASSISTANT 5% ~$95 100% - *Rates are for FY 24 and are subject to change each fiscal year Attachment 1 Page 5 of 11 EXHIBIT B Disclosure/Waiver of Conflicts LCOG staff performing the duties under this Agreement will be Anne Davies, Principal Attorney for LCOG. Although Anne is a lawyer, she is not providing legal advice, counsel, or representation to the Gang of Six or its members under this Agreement. To the extent she provides any guidance on a matter in the course of providing the services hereunder, the parties acknowledge and agree that her guidance is not provided in her capacity as a lawyer, does not constitute and cannot be relied upon as legal advice, and is not intended to form an attorney-client relationship with either the Gang of Six as an entity or any of the member agencies. Each agency has its own legal representation, and member agencies are fully responsible for advising their agency’s legal counsel regarding deliberations, legal concerns, and decisions made as member agencies of the Gang of Six. Anne is legal counsel for LCOG, a member of the Gang of Six. Anne will continue to provide legal advice to LCOG throughout the duration of this Agreement, including privileged and confidential advice regarding the Gang of Six. Because Anne is not providing legal advice to the Gang of Six or its member agencies, her concurrent staffing duties on behalf of the Gang of Six and her legal representation of LCOG should not technically present any potential legal conflicts of interest which would otherwise require a formal waiver by the parties pursuant to the Rules of Professional Conduct relevant to Oregon attorneys. That said, because the lines between legal representation and other professional services in this instance are so blurred, it is advisable to provide an opportunity for the parties to consent or object to Anne’s services on behalf of all of the parties. By signing this Agreement, the parties acknowledge that they may each develop potentially differing and conflicting interests from those of other members of the Gang of Six, including Anne’s employer, LCOG. The parties agree that Anne cannot provide services to any member of the Gang of Six under this Agreement if those services would conflict with the interests of other members of the Gang of Six. The parties consent to Anne’s staffing of the Gang of Six, including services to each of its members, notwithstanding her position as legal counsel for LCOG. Each of the members of the Gang of Six are advised and encouraged to consult with their separate legal counsel to determine whether they should consent to this Addendum to the Agreement. City of Eugene staff has also requested that Anne assist the City with analysis of its options with regard to the Gang of Six and the use of the 96 fibers moving forward. The City is short-staffed, and Anne’s familiarity with the issues would expedite the analysis, which would benefit all parties. Again, Anne will not be acting as legal counsel for the City, as the City has its own legal counsel. That said, Anne may discuss options with the City that may not benefit the entire Gang of Six users. For instance, the City may consider the possibility of charging users for the fiber in the future, even though the Gang of Six members have not paid for their use of the fiber in the past under the current Gang of Six arrangement. By execution of this IGA, the parties acknowledge this dynamic and agree to Anne’s assistance to the City. If a situation arises where Anne can no longer assist the City and also provide neutral staffing to the Gang of Six, she will cease assisting the City. Attachment 1 Page 6 of 11 The City has acknowledged that these separate services are not legal services, that Anne does not have an attorney-client relationship with the City, and that she is, therefore, not bound by the Rules of Professional Conduct pertaining to confidentiality, at least with regard to disclosure of information to the Gang of Six members. That is, the City has agreed that any information that Anne obtains during her duties assisting the City may be shared with members of the Gang of Six. Attachment 1 Page 7 of 11 Attachment 1 Page 8 of 11 Attachment 1 Page 9 of 11 Attachment 1 Page 10 of 11 Attachment 1 Page 11 of 11