ITT72 Radio Backhaul Milford Crown Castle FINAL 3-28-24.docx

STATEMENT OF WORK

BETWEEN

THE MASSACHUSETTS STATE 911 DEPARTMENT

AND

CROWN CASTLE FIBER, LLC

FOR THE

MILFORD RADIO BACKHAUL PROJECT

1. INTRODUCTION

The following document will serve as a Statement of Work (SOW) between the State 911 Department (Department) of the Executive Office of Public Safety and Crown Castle Fiber, LLC (Crown Castle) to apply to work on the Milford Radio Backhaul Project. The entire agreement (Agreement) between the parties consists of the following documents in the following order of precedence: (1) the Commonwealth Terms and Conditions for Information Technology; (2) the Commonwealth’s Standard Contract Form; (3) Request for Response (RFR) ITT72 (4) Crown Castle’s accepted response thereto; (5) the Request for Quotes (RFQ) for the Radio Backhaul Project; and (6) Crown Castle’s accepted response thereto as amended by this SOW.

This order is placed under Statewide Contract ITT72 category 6. The Commonwealth and Crown Castle agree that any language contained or referenced in Crown Castle’s response to this request for quote which conflicts with, or has the effect of deleting, replacing, or modifying any term of the ITT72 RFR (COMMBUYS Bid# BD-20-1080-OSD03-SRC01-47537) shall be interpreted as superseded by the language of the ITT72 RFR unless specifically agreed to by OSD in writing. Language contained in Crown Castle’s response documents or documents which require customer acceptance, such as click-through agreements, which imposes any obligation on customers beyond those contained in the ITT72 RFR is rejected unless specifically agreed to by OSD in writing.

2. DEFINITIONS

The terms used in this SOW, unless defined in this SOW or in an amendment made hereto, shall have the meaning ascribed to them in the other documents that constitute the Agreement between the parties.

“Deliverable” means any work product that Crown Castle delivers for the purposes of fulfilling its obligations to the Department under the terms of the Agreement, including work product that Crown Castle must submit to the Department for the Department’s approval in accordance with the formal acceptance procedures set forth within the SOW or the Task Order(s) entered into hereunder.

“Milestone Payment” means a defined payment amount associated with the completion of a particular Deliverable or set of Deliverables.

“Task” means a material activity engaged in by Crown Castle for the purpose of fulfilling its obligations to the Department under the terms of the Agreement, which may or may not result in the creation of a Deliverable.

“Task Order” means an amendment to this SOW that specifies Tasks, Deliverables, or hourly rate services to be completed by Crown Castle under the terms of this Agreement.

3. OVERVIEW, SCOPE, EFFECTIVE DATE AND TERM

3.1 Overview

The Department operates a regional emergency communications center known as the PSAP Operations Division 1 (POD1). POD1 serves as the first point of reception for a wireless 911 calls across the Commonwealth.

The Department seeks to procure business class internet service at designated radio sites in the Town of Milford from Crown Castle under ITT72 category 6. All Terms and Conditions of ITT72 are incorporated herein.

3.2 Scope

Through the Statewide ITT72 Contract category 6, the Department seeks the following network services. Crown Castle is advised that the service levels described herein may be more stringent than SLAs currently noted on the ITT72 contract. In submitting a quote for service under this RFQ, Crown Castle agrees to provide the additional SLAs described below.

MINIMUM SERVICE LEVELS

REQUIRED CONNECTIONS

Origin Location Name

Origin Address

Destination Name

Destination Address

CROSS-CONNECT REQUIREMENTS

Origin Location Name

Origin Address

Destination Name

Destination Address

3.3 Effective Date and Term

This Agreement’s term (the Term) begins on the date on that it is executed by both parties (the Effective Date) and shall terminate at 11:59 p.m. on December 31, 2025 (Termination Date). Notwithstanding the foregoing, Sections 5.1 and 5.2 of System Security, Section 11.2 Warranty, and Section 11.3, Title and Intellectual Property Rights shall survive the termination of the remainder of this SOW.

4. POINTS OF CONTACT

4.1 Single Point of Contact

Crown Castle and the Department will each assign a single point of contact with respect to this SOW. It is anticipated that the contact person will not change during the Term of this Agreement. In the event that a change is necessary, the party requesting the change will provide prompt written notice to the other. In the event a change occurs because of a non-emergency, two-week written notice is required. For a change resulting from an emergency, prompt notice is required.

The Department’s contact is Christopher Ryan, Deputy Director of the North Shore Regional 911 Center who can be reached at the North Shore Regional 911 Center, 18 Manning Ave., Middleton, MA 01949; phone - 978-801-4914; email – christopher.m.ryan@mass.gov.

4.2. Subcontractors

Crown Castle shall take full responsibility for project management. Crown Castle shall submit all subcontracts related to work to be performed hereunder for approval by the Department within two weeks of the Execution Date of this SOW and within two weeks for any Task Order issued hereunder which entails work by Crown Castle’s subcontractors. Crown Castle shall ensure that its subcontractor(s) that perform work efforts under this SOW shall comply with all terms of the Agreement.

Crown Castle will act as prime contractor to Crown Castle’s subcontractor(s) and be responsible for the performance of subcontractor. Crown Castle must submit for approval, be responsible for, and pass on all covenants, and warranties, etc. to subcontractor.

5. SYSTEM SECURITY

As part of its work efforts under this SOW, Crown Castle may be required to use Commonwealth data and IT resources. For purposes of this work effort, “Commonwealth Data” shall mean data provided by the Department to Crown Castle, which may physically reside at a Commonwealth or Department or Crown Castle’s location.

5.1 Commonwealth Data

In connection with Commonwealth Data, Crown Castle will implement commercially reasonable safeguards necessary to:

5.1.1 Prevent unauthorized access to Commonwealth Data from any public or private network;

5.1.2 Prevent unauthorized physical access to any information technology resources involved in the development effort; and

5.1.3 Prevent interception and manipulation of Commonwealth Data during transmission to and from any servers.

5.2 Commonwealth Personal Data

In addition to the above requirements for Commonwealth Data, Crown Castle may be required to use the following Commonwealth personal data under MGL ch. 66A and/or personal information under MGL ch. 93H, or to work on or with information technology systems that contain such data in order to fulfill part of its specified tasks. For purposes of this work effort, electronic personal data and personal information includes data provided by the Department to Crown Castle which may physically reside at a location owned and/or controlled by the Commonwealth or the Department or Crown Castle. In connection with electronic personal data and personal information, Crown Castle shall implement the maximum feasible safeguards reasonably needed to:

5.2.1 Ensure the security, confidentiality and integrity of electronic personal data and personal information;

5.2.2 Prevent unauthorized access to electronic personal data or personal information or any other Commonwealth Data from any public or private network;

5.2.3 Notify the Department immediately if any breach of such system or of the security, confidentiality, or integrity of electronic personal data or personal information occurs.

6. ACCEPTANCE OR REJECTION PROCESS

Crown Castle will submit the required Deliverables specified in this SOW, or any Task Order entered into hereunder, to the Department’s Project Manager for approval and acceptance. The Department will review work product for each of the Deliverables and evaluate whether each Deliverable has clearly met in all material respects the criteria established in this Agreement and the relevant Task Order specifications. Once reviewed and favorably evaluated, the Deliverables will be deemed acceptable.

Within ten (10) working days of receipt of each Deliverable, the Department’s Project Manager will notify Crown Castle, in writing, of the acceptance or rejection of said Deliverable using the acceptance criteria specified in this Section and associated with the Task or Deliverable specifications in this Agreement. A form signed by the Department shall indicate acceptance. Crown Castle shall acknowledge receipt of acceptance forms in writing. Any rejection will include a written description of the defects of the Deliverable. If the Department does not respond to the submission of the Deliverable, within five (5) working days of the Department’s receipt of each Deliverable, Crown Castle shall provide a reminder notice to the Department’s Project Manager. If the Department fails to reject a Deliverable within five (5) business days after the Department’s receipt of the reminder notice, the Task or Deliverable is deemed accepted.

If the Department rejects a Deliverable, Crown Castle will, upon receipt of such rejection, act diligently to correct the specified defects and deliver an updated version of the Deliverable to the Commonwealth. The Department will then have an additional 5 (five) business days from receipt of the updated Deliverable to notify Crown Castle, in writing, of the acceptance or rejection of the updated Deliverable. Any such rejections will include a description of the way in which the updated Deliverable fails to correct the previously reported deficiency.

Following any acceptance of a Deliverable which requires additional work to be entirely compliant with the pertinent specifications, and until the next delivery, Crown Castle will use reasonable efforts to provide a prompt correction or workaround.

7. PROJECT MANAGEMENT - Project Managers

Crown Castle and the Department must notify the other party’s Project Manager of any change in the name, address, phone number, fax number, or email address of their respective Project Manager.

7.1 State 911 Department Project Manager

Christopher M. Ryan, ENP, Deputy Director of the North Shore Regional 911 Center shall perform project management on behalf of the Department for this engagement. The Department’s Project Manager will:

7.1.3 Review weekly status reports and schedule weekly meetings with Crown Castle, as necessary.

7.1.4 Coordinate participation from other agencies and/or vendors as required during the engagement.

7.1.5 Acquire the Department’s project team members as needed.

7.1.6 Coordinate the Department’s review of the Deliverables and sign an acceptance form to signify acceptance for each accepted Deliverable.

The Department’s Project Manager reports to Alyson Dell Isola, Director of PSAP Operations, who reports to Norman Fournier, Deputy Executive Director of the State 911 Department, who reports to Frank Pozniak, Executive Director of the State 911 Department. Frank Pozniak, Executive Director of the State 911 Department will sign this SOW and all amendments hereto on behalf of the Department.

7.2 Crown Castle Project Manager

Upon award by the Department, Crown Castle shall appoint an employee who shall perform project management on behalf of Crown Castle for this engagement. Crown Castle’s Project Manager will:

7.2.1 Be responsible for administering this Agreement and the managing of the day-to-day operations under this Agreement.

7.2.2 Serve as an interface between the Department’s Project Manager and all of Crown Castle’s personnel participating in this engagement.

7.2.3 Develop and maintain the Project Management Plan, in consultation with the Department’s Project Manager.

7.2.4 Facilitate regular communication with the Department’s Project Manager, including weekly status reports/updates, and review the project performance against the project plan. Facilitate weekly project status meetings for the duration of the engagement.

7.2.5 Update the project plan on a weekly basis and distribute at weekly meetings for the duration of the engagement.

7.2.6 Sign acceptance forms to acknowledge their receipt from the Department.

7.2.7 Be responsible for the management and deployment of Crown Castle’s personnel.

7.3 Issue Resolution

The Project Managers from each organization bear the primary responsibility for ensuring issue resolution. If they mutually agree that they are unable to resolve an issue, they are responsible for escalating the issue to Frank Pozniak, Executive Director of the State 911 Department and his counterpart at Crown Castle.

8. Amendments to the Scope of Work

This Agreement may be amended prior to the end of the Term. The Project Manager who would like to request a change in scope for this engagement or any other terms contained within the Agreement, will provide the suggested amendment in writing to the other party’s Project Manager. The Project Managers will jointly determine whether the change impacts any terms contained within the Agreement. The parties may mutually agree to the change through a written amendment to this SOW.

For any amendment entered into under this Agreement where Crown Castle will be providing services on a Time and Materials basis, the parties shall apply the Time and Materials terms as described in Section 12 of this SOW to the relevant Task Order.

9. Personnel

9.1 Key Personnel

Upon the award of this contract, Crown Castle shall provide a list of key personnel as well as provide detail on the role and amounts of time for the duration of this project:

TABLE 1

KEY PERSONNEL

Crown Castle shall assign all of the foregoing personnel to this engagement on the time basis set forth in Table 1. In the event that a change is necessary, Crown Castle’s Project Manager will provide prompt written notice to the Department’s Project Manager of the proposed change. If the personnel change is a result of a non-emergency, Crown Castle’s Project Manager shall provide the Department’s Project Manager two-week written notice. For personnel changes that result from an emergency, Crown Castle’s Project Manager shall provide prompt written notice to the Department’s Project Manager. The Department’s Project Manager has the right to accept or reject all personnel. Crown Castle’s personnel must comply with the Executive Office of Technology Services and Security (EOTSS) relevant Policies, Standards and Guidance, which may be located at https://www.mass.gov/handbook/enterprise-information-security-policies-and-standards and the Department’s workplace policies. Applicable policies will be provided to Crown Castle, as necessary.

9.2 Equipment, Work Space, Office Supplies

The Department will provide appropriate workspace and standard network connectivity provided to state employees for Crown Castle’s team members working on-site for activities defined by this SOW or in the relevant Task Order. Crown Castle will submit a list of employees who will need access to the building and to state systems before execution of this SOW. Any employees of Crown Castle who have access to IT resources must comply with the “Acceptable Use Policy” (see www.mass.gov/itd).

Crown Castle is advised that access to the noted sites is restricted. After award, Crown Castle shall be required to provide a minimum of twenty-four (24) hour advance notice in order to gain access to a site. The Department shall not be responsible for any costs incurred by Crown Castle where Crown Castle failed to provide the minimally required notification and access to the site was denied.

9.3 Intellectual Property and Work Effort Agreement for Crown Castle’s Employees, Contractors and Consultants and Agents

Crown Castle shall ensure that each of Crown Castle’s personnel providing services under this SOW, regardless of whether the individual is an employee, contractor, or agent of Crown Castle, shall, prior to rendering any services under this SOW, sign the “Intellectual Property and Work Effort Agreement for Vendor’s Employees, Contractors, Consultants, and Agents” (the “IPAWE Agreement”) which is attached hereto as Exhibit A. If Crown Castle’s personnel who will be rendering services under this SOW have already executed an agreement that, in the opinion of the Department’s counsel, provides legal protection to the Commonwealth as strong as that provided by the IPAWE Agreement, Crown Castle may substitute such agreement in place of the IPAWE Agreement for such personnel. Crown Castle shall return the signed copies of the IPAWE Agreement, or the Department’s Project Manager’s pre-approved substitute agreement, to the Department’s Project Manager prior to the rendering of any services under this SOW.

10. ADDITIONAL TERMS

10.1 Warranty

Consistent with the ITT72 RFR, Crown Castle represents and warrants to the Department that:

10.1.1 Crown Castle and its subcontractors are sufficiently staffed and equipped to fulfill Crown Castle’s obligations under this Agreement;

10.1.2 Crown Castle’s services will be performed:

10.1.3 Deliverables delivered under this Agreement will substantially conform with the Tasks and Deliverable descriptions set forth in this Agreement.

10.1.4 All media on which Crown Castle provides any software under this Agreement shall be free from defects.

10.1.5 All software delivered by Crown Castle under this Agreement shall be free of Trojan horses, back doors, and other malicious code.

10.1.6 Crown Castle has obtained all rights, grants, assignments, conveyances, licenses, permissions and authorizations necessary or incidental to any materials owned by third parties supplied or specified by Crown Castle for incorporation in the Deliverables to be developed.

10.1.7 Documentation provided by Crown Castle under this Agreement shall be in sufficient detail so as to allow suitably skilled, trained, and educated Department personnel to understand the operation of the Deliverables. Crown Castle shall promptly, at no additional cost to the Department, make corrections to any documentation that does not conform to this warranty.

10.1.8 Any systems created or modified by Crown Castle under this SOW shall operate in substantial conformance with the specifications for the system or modifications for a minimum of three months (the Warranty Period) after the Department accepts such system or modifications pursuant to Section 6 of this SOW. During the Warranty Period, Crown Castle shall correct any Severity Level I, II or III defects, as defined in the RFR for ITT72, at no charge to the Department.

10.2 Special Construction Charges related to ITT72 services

Crown Castle shall identify any and all Special construction, Engineering, and Extension charges that requires site survey. Such charges shall be identified on this Statement of Work (SOW). These costs, if accepted by the Department, will be identified on the Purchase Order (PO) issued under this SOW.

11. CROWN CASTLE TASKS AND DELIVERABLES

This Section describes the Deliverables that Crown Castle will provide to the Department and the Tasks that Crown Castle will complete by the end of the engagement described in this SOW. A Task or Deliverable will be considered “complete” when all the acceptance criteria set forth in this SOW have been met or the prescribed review period for each Deliverable or Task has expired without written response from the Department. The Task/Deliverable numbers are referred to in subsequent sections throughout this SOW.

All written documents shall be delivered in machine-readable format, capable of being completely and accurately reproduced by computer software on a laser printer. All itemized and/or annotated lists shall be delivered in computer spreadsheets, capable of being imported to Microsoft Excel. All meetings shall be held at the North Shore Regional 911 Center at 18 Manning Avenue, Middleton, MA 01949 unless agreed to otherwise by the Project Managers. Meetings must be scheduled at least three full business days in advance, with reasonable accommodation of attendees’ schedules. All meeting results will be described in a follow-up report generated by Crown Castle’s Project Manager and approved by the Department’s Project Manager.

11.1 Fixed Price Tasks and Deliverables:

For the Fixed Price Tasks and Deliverables of this Agreement, Crown Castle shall perform Tasks or deliver Deliverables in conformance with the Description and Metrics of Acceptance on or before Milestone Schedule date set forth in Table 2.

TABLE 2

Deliverables and Tasks

3 months from issuance of PO

11.2 Time and Materials Personnel

Crown Castle agrees to provide the following Named Resource on a Time and Materials basis and as described in any relevant Task Order entered into hereunder:

TABLE 3

Time and Materials Resources

11.3 Payment Terms

All payments under this Agreement shall be made in accordance with the Commonwealth's bill paying policy.

11.3.1 Fixed Price Payments for Tasks and Deliverables

A Deliverable or Task will be considered “completed” when the Department has determined that the acceptance criteria for that specific Deliverable or Task has been met as specified in Table 4 of this SOW or the relevant Task Order, and elsewhere in this Agreement. Crown Castle agrees to invoice the Commonwealth for the Deliverables or work completed per the requirements set forth in this SOW and the relevant Task Order. The Department will make payments to Crown Castle only after receiving an accurate invoice for Tasks and Deliverables completed and accepted pursuant to Section 6 of this SOW. Payments for specific Tasks and Deliverables shall be made in accordance with Table 4 below.

TABLE 4

Fixed Price Deliverables and Tasks

(Non-Recurring Charges) Monthly Recurring Cost

11.3.2 Time and Materials Payments

For the Time and Materials Services provided in any Task Order entered hereunder, Crown Castle shall complete the work described in the relevant Task Order and as scheduled through weekly planning meetings. Crown Castle will submit weekly reports to the Department’s Project Manager detailing the hours actually worked by the Named Resource performing Time and Materials work and described herein or in the relevant Task Order. The weekly reporting must show actual resource hours worked against assigned tasks. Crown Castle will also report weekly to the Department’s Project Manager its expected work effort the forthcoming week, showing the Named Resource’s expected level of effort. The Named Resource will be authorized for work without the prior review and authorization by the Department’s Project Manager.

Crown Castle shall provide a bi-weekly invoice to the Department’s Project Manager for the actual hours worked per week of the Named Resource identified in Table 3. No invoice will exceed 37.5 hours per week per resource, and the total payments under this SOW or the relevant Task Order will not exceed the authorized hours or the total authorized amount as identified in the relevant Task Order. The Department’s Project Manager will review and approve these invoices based on satisfactory work performance by the Named Resource. The Department’s Project Manager may terminate use of the Named Resource by providing ten (10) days written notice to Crown Castle’s Project Manager. If termination is “For Cause”, or for a violation of a term of this Agreement, the Department may terminate use of the Named Resource effective immediately by providing written notice to Crown Castle’s Project Manager.

12. QUOTE SUBMISSION

This RFQ does not commit the Department or the Commonwealth of Massachusetts (Commonwealth) to execute a purchase order, to pay any costs incurred in the preparation of a response to this RFQ or to procure or contract for goods or services. The Department reserves the right to accept or reject any and all proposals received as a result of this RFQ and to contract for some, all or none of the goods and/or services as a result of this RFQ.

Please note construction costs are not an eligible expense under ITT72. Crown Castle shall note on the pricing table if construction costs are applicable for the site for which it is submitting a response.

Proposals shall provide a detailed breakdown of all costs, non-recurring and recurring, for all sites for which Crown Castle is submitting a response. Costs may not exceed those noted on ITT72 vendor cost sheets. Pricing for volume discount and/or promotional offers, if applicable, should be noted. All pricing and goods and services offered shall be in compliance with the Terms of ITT72.

Prevailing wages may be applicable to this procurement should one-time non-recurring costs be applicable. Prevailing wages sheets are attached hereto.

The undersigned hereby represent that they are duly authorized to execute this SOW on behalf of their respective organizations.

State 911 Department

Crown Castle

Frank Pozniak, Executive Director

[Signatory and Title]

Date

Date