Consultant - 2021 - Entry Point LLC - Fiber Optic Infrastructure Feasibility - 10/27/2021 ENTRY
POINT
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement("Agreement") is dated for reference as of October 27, 2021, between Entry Point, LLC,
dba EntryPoint Networks, a Utah limited liability company("Consultant") and the City of Eagle, an Idaho municipal
corporation("Municipality").
A. Consultant has proprietary software that enables an automated,open-access broadband network(the"EntryPoint
Solution"), and the Municipality wants to create a project plan and implement the EntryPoint Solution (the"Project");
B. Consultant provides technology, networking,security, and other related consulting services(the"Services"),
including expertise and consulting related to the EntryPoint Solution; and
C. Municipality wants to receive the Services and retain Consultant as an independent contractor in accordance with
the terms of this Agreement.
The parties therefore agree as follows:
1. SERVICES.
(a) This Agreement governs the relationship of Consultant and Municipality for the Services.
(b) Upon execution of this Agreement, Consultant will assist Municipality to create a plan for the Project(the"Project
Plan") inclusive of the Municipality's objectives, requirements,tasks, deliverables, milestones, and assumptions for
the Project. Consultant will assist Municipality to update the Project Plan from time to time as needed. Consultant
will provide Services to Municipality in furtherance of the Project Plan and as otherwise requested by Municipality to
assist with the Project.The Services will be performed at a location agreed by the parties.
(c) Municipality will designate a project manager for the Project, and Consultant will designate a primary contact for the
Services.
2. FEES; EXPENSES; NOT-TO-EXCEED; PAYMENT TERMS.
(a) Consultant will perform the Services for a retainer fee of$4,500.00 per month for five months.
(b) Municipality shall pay the Consultant's reasonable and necessary out-of-pocket expenses incurred for the Project,
including travel inclusive of airfare,transportation, lodging, meals, and related travel expenses,subject to
Municipality's expense and reimbursement policies and subject to pre-approval by Municipality. Consultant shall
retain and provide legible receipts and documentation of expenses. Any out-of-pocket expenses incurred by
Consultant without obtaining pre-approval by Municipality shall not be paid nor owed by Municipality.
(c) Fees and expenses will be billed on a monthly basis, and Municipality shall pay all undisputed invoices on a net-30
basis.The fees do not include federal, state,or local sales or use taxes,or any other taxes or fees assessed on, or
in connection with the Services,which Consultant may invoice separately if required by applicable law.
(d) Municipality shall pay Consultant for the fees and expenses stated in this Agreement,subject to an overall not-to-
exceed amount for the fees of$24,000.00(the"Not-to-Exceed Amount").The Not-to-Exceed Amount shall be firm
and fixed.Any costs of Services incurred by Consultant in excess of the Not-to-Exceed Amount shall be borne by
Consultant without payment by Municipality. If the total cost amount incurred by Consultant in performance of
Consultant's obligations subject to a Not-to-Exceed Amount is less than such Not-to-Exceed Amount, Consultant
shall not be entitled to receive the difference in these amounts,or any portion thereof, and Municipality will not be
obligated to make any additional payments to Consultant for such obligations.
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(e) Consultant shall deliver a signed W9 to Municipality upon execution of this Agreement.
3. TERM OF AGREEMENT.
(a) The term of this Agreement commences on the Effective Date and continues for a period of twelve(12)months
from the Effective Date(the"Term"), unless terminated as provided in this section.Thereafter,Term will
automatically renew for a successive twelve(12)month period on the anniversary of the Effective Date every year
thereafter, until either party gives written notice of termination to the other party at least thirty(30)days prior to the
end of the Term. Notwithstanding the foregoing,the renewal of any twelve-month Term shall be subject to
Municipality appropriating funds for any successive Term. If Municipality fails to appropriate funds for a successive
Term,this Agreement shall terminate automatically.
(b) Either party may terminate this Agreement for cause if the other party breaches any material term of this
Agreement and such breach is not cured on or before that date that is thirty(30)days after delivery of written notice
of termination to the other party.
4. INDEPENDENT CONTRACTOR.The relationship of the parties is that of independent contractors and not an
employment,joint venture, partnership, or agency relationship. Consultant has no authority to commit,act for or on behalf of
Municipality,or bind Municipality to any obligation or liability. None of Consultant's employees or contractors will be
considered an employee of Municipality for any purpose. Consultant is solely responsible for payment of all compensation
owed to its employees and contractors, including wages, benefits, insurance, leave, overtime, reimbursement of expenses,
and any deductions for taxes and withholdings required by law. In no event will Consultant or Consultant employees or
contractors be eligible for or entitled to any benefits of Municipality.
5. COMPLIANCE WITH LAW. Consultant shall comply with applicable law in performing the Services. Consultant has
and shall maintain in effect all licenses, permissions,consents, and permits that it needs to perform the Services.
6. PROPRIETARY INFORMATION.
(a) "Proprietary Information" means, with respect to Consultant, any(i)intellectual property of Consultant or its
suppliers and licensors, including any trade secret,trademark,copyright, or patent, and all rights and interests
therein,whether arising under state,federal,or international law; (ii)any trade secret(according to applicable law)
of Consultant; or(iii)other data or information that should remain non-public or be treated confidentially by
Consultant and not subject to disclosure by Municipality under the applicable law.
(b) Municipality shall not use the Consultant's Proprietary Information for any purpose other than for the Project or in
accordance with this Agreement, and,except as provided by applicable law, Municipality shall not disclose the
Consultant's Proprietary Information to any person,except to its employees,contractors, representatives,
professional advisers, and affiliates with a need to know that Proprietary Information. Upon termination or expiration
of this Agreement or upon the written request of the disclosing party,the receiving party shall return all Proprietary
Information or certify, in writing, the destruction thereof.
7. OWNERSHIP.This Agreement does not transfer ownership of, or grant any license to, Proprietary Information,
including the EntryPoint Solution or any intellectual property rights of Consultant in the EntryPoint Solution, which may be
licensed in accordance with the terms of a separate written agreement. EntryPoint retains all right,title, and interest in and to
all Proprietary Information.The EntryPoint Solution will be priced and invoiced separate from this Agreement as set forth on
Schedule A,without regard to or limitation by Section 2(d)of this Agreement.
8. WARRANTY. Consultant warrants that all Services will be provided: (a) in accordance with the terms of this
Agreement; (b)in a timely,workmanlike, and professional manner; and (c) in accordance with the generally recognized
industry standards in Consultant's field. Municipality's remedy for a breach of warranty will be to have Consultant reperform
the Services or, in Consultant's discretion, refund the fees attributable to that portion of the Services.
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9. REPRESENTATIONS. Consultant represents that Consultant and its employees and contractors are not prohibited
or restricted by any employment or independent contractor agreement or other relationship from providing Services under
this Agreement.
10. INDEMNIFICATION. Consultant agrees to indemnify and hold Municipality harmless from and against all claims,
suits,damages(including without limitation, damages to persons and property including deaths), costs, losses, and
expenses, in any manner related to or arising from the negligent acts or omissions of Consultant, its managers, members,
directors, officers,shareholders, agents and employees.
11. INSURANCE. Consultant shall maintain professional liability insurance in the amount of$1,000,000.00 and
workers compensation insurance from an insurance carrier licensed to do business in the State of Idaho and furnish proof of
said insurance to Municipality prior to performing any of the services or being entitled to any pay,therefore.
12. MISCELLANEOUS.
(a) Entire Agreement.This Agreement constitutes the sole and entire agreement of the parties with respect to the
subject matter of this Agreement and supersedes all prior or contemporaneous understandings, agreements,
representations, or warranties,written and oral, concerning such subject matter. No amendment of this Agreement
is effective unless it is in writing, identified as an amendment to this Agreement, and signed by an authorized
representative of each party.
(b) Assignment. Neither party will assign or otherwise transfer any of its rights or obligations under this Agreement
without the other party's prior written consent. Subject to the foregoing, this Agreement is binding on and inures to
the benefit of the parties hereto and their respective successors and permitted assigns.
(c) Severability. The terms of this Agreement are severable. If any term of this Agreement is held by a court of
competent jurisdiction to be contrary to law,the term will be deemed null and void, and the remaining terms of this
Agreement will remain in full force and effect.
(d) Feedback. Notwithstanding anything to the contrary in this Agreement, Consultant has not agreed to and does not
agree to treat as confidential any feedback,comment, suggestion, or idea of Municipality("Feedback"), and nothing
in this Agreement or in the parties'dealings arising out of or related to this Agreement restricts Consultant's right to
use, profit from,disclose, publish, or otherwise exploit any Feedback,without compensation to Municipality.
(e) Force Maieure. No delay,failure,or default, other than a failure to pay fees or expenses when due,will constitute a
breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes,other acts of God
or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes,or other causes beyond
the performing party's reasonable control. The party affected by the foregoing shall give prompt notice to the other
party and shall use reasonably diligent efforts to mitigate the delay,failure, or non-performance.
(f) Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim,demand,
waiver, or other communication will have legal effect when made in writing and addressed as follows:
Notice to Consultant: Entry Point, LLC
Attn:Jeff Christensen
1949 West Printers Row
Salt Lake City, Utah 84119
jchristensen@entpnt.com
Notice to Municipality: City of Eagle, Idaho
Attn: Eric Ziegenfuss
660 E. Civic Lane
Eagle, Idaho 83616
eziegenfuss@cityofeagle.org
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Notices sent in accordance with this section will be deemed effectively given when received. Each party may
designate another address or contact person from time to time in accordance with this section.
(g) Governing Law. This Agreement is governed by and construed in accordance with the laws of Idaho without giving
effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any
jurisdiction other than those of Idaho.
(h) Dispute Resolution;Attorney Fees.The parties shall negotiate in good faith to settle any dispute,controversy,
grievance,or claim arising out of or related to this Agreement or its interpretation,operation, breach,termination, or
cancellation. If the parties cannot settle,then it may be submitted to the courts. Either party may exercise any legal
right and remedy available to it, whether at law or in equity,to enforce any term of this Agreement. The prevailing
party shall be entitled, in addition to any other rights and remedies it may have,to recover its reasonable costs,
expenses, and attorney fees.
(i) Effective Date; Counterparts.This Agreement is effective when signed by the parties as of the last date(the
"Effective Date")set forth in the signature block below. This Agreement may be executed in one or more
counterparts, each of which is an original, but all of which together constitute a single agreement.This Agreement
may be executed electronically, and a signed copy of this Agreement delivered by facsimile,email, or other means
of electronic transmission has the same legal effect as delivery of an original signed copy of this Agreement.
The parties, by and through their respective duly authorized representatives, sign this Agreement as of the Effective Date.
Consultant:
ENTRY POINT, LLC
Nam . Devin H.Cox
Title: EVP Business Development
Date: 10/21/2021
Municipality:
CITY OF EAGLE, IDAHO
ame: Jason Pierce
Title Mayor
Date:
Ai94,rvvi d d y 611/ ea4nu i fola4oz/
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SCHEDULE A
Scope of Work of the EntryPoint Solution
EntryPoint's Consulting Services Group recommends the following Scope of Work for analyzing the feasibility of deploying
city-wide fiber optic infrastructure. If selected, EntryPoint will work with representatives of Eagle, ID to develop the proposed
detailed Feasibility Analysis and an actionable Broadband Master Plan:
Education
>> Educate City Leadership on Key Options for Strategy.
>> Hold 1 on 1 sessions with City Council(Department Heads as Needed).
>> Provide a comparison of available media(Fiber Optic, DSL, Coaxial Cable, Wireless).
>> Develop a list of key considerations for the City Council and Staff.
Community Engagement
Develop and conduct a statistically valid broadband survey of residents and businesses.
>> Develop a Community Engagement Plan including budget,timeline,and milestones.
Work with the Eagle team to develop and deploy marketing and education messaging.
Planning,Analysis&Documentation
Work with City legal advisor(s)to establish that the City of Eagle has the legal authority to own and operate broadband
infrastructure.
>> Work with City leaders and legal advisors to produce a recommendation on the specific legal structure and legal
implications of this structure for housing a potential City owned network.
>> Work with the City Council and Mayor and other leaders to create Operational Definitions of Success and document
these definitions.
Work with the Eagle team to Develop a Broadband Strategy.
>> Conduct a Market Analysis to clearly identify services,service providers, current average prices and speeds from the
available carriers operating in Eagle today.
Provide the Pros and Cons of available business models currently deployed in the U.S. including the incumbent model
and successful/viable municipal broadband models.
>> Document community survey results.
Provide a comparison of the cost of Inside Plant and Outside Plant Equipment for the network for a passive Optical
Network vs an Active Ethernet Network Design.
>> Conduct a Risk Analysis for all project phases.
Identify Potential Project Partners(Engineering, Construction, Middle Mile, ISP).
>> Establish initial pricing from multiple ISPs and Middle Mile Carriers.
>> Work with the City to model a projected Monthly Network Operations Fee for residents and businesses.
>> Create a High-Level Network Design for a Fiber to the Business and Fiber to the Premise Network.
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>> Prepare an analysis and recommendation on whether the City should pursue pure aerial, pure underground,or a
hybrid (aerial&underground).
>> Prepare a Cost Breakdown for Network Materials.
>> Prepare a Projected Cost Breakdown for Network Installation.
Create a Financial Pro-Forma based on Cost Structure.
>> Establish a projected cost per premise based on a breakdown of all cost variables.
>> Projection on engineering and construction costs will not be firm until the City conducts RFPs
>> Develop draft RFP's for Design and Construction, including the option of a Design/Build solution for the City.
>> Engage Potential Project Partners(Engineering, Construction, Middle Mile, ISP).
>> Provide Planning Assistance for Construction Financing and Long-Term Financing.
>> Work with the City to identify potential sources for construction financing and long-term financing.
>> Determine the optimal legal structure for the project and the associated options for financing the network. Develop
recommendations for the funding path for the three financial categories:
» Infrastructure
» Operations and Maintenance of the network
» Service Providers
Develop a Broadband Plan and deliver report to the City Council and City Manager.
>> Develop a Next Steps Plan in conjunction with the Broadband Report.
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