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HomeMy WebLinkAboutLW11-180 - Original - Valley Communications Center - 277th Corridor Fiber Optic Cable - 04/06/2011 INTERLOCAL AGREEMENT BETWEEN THE VALLEY COMMUNICATIONS CENTER AND THE CITIES OF AUBURN AND KENT FOR THE ESTABLISHMENT AND USE OF FIBER OPTIC CABLE AND EQUIPMENT ALONG SOUTH 277T" STREET/S.E. 274T" WAY BETWEEN AUBURN WAY NORTH AND 108TH AVENUE S.E. THIS INTERLOCAL AGREEMENT is entered into pursuant to the interlocal cooperation act, Chapter 39.34 of the Revised Code of Washington among the City of Auburn, a Washington municipal corporation ("Auburn") and the City of Kent, a Washington municipal corporation ("Kent") and the Valley Communications Center ("VCC"), collectively the "parties." RECITALS 1. For the last several years, there has been greater interaction between the Valley Cities of Auburn, Kent, Renton, Tukwila, Auburn, Algona, Pacific, Federal Way and the Valley Communications Center related to a number of different issues. 2. One of those issues is reliable and redundant public safety dispatch and communications. 3. In order to more effectively address public safety and related dispatch needs, the City of Auburn on behalf of the Valley Cities of Kent, Renton, Tukwila, Auburn, Algona, Pacific, Federal Way and the Valley Communications Center was successful in seeking funds to enhance public safety communication needs, and has become eligible to receive grant funds in the amount of one hundred fifty thousand dollars and no/100 ($150,000.00). 4. In order to receive those grant funds and use them in support of their common and cooperative needs, the parties have reached agreement in connection therewith. IN CONSIDERATION OF THE MUTUAL COVENANTS, CONDITIONS, PROMISES, AND BENEFITS ESTABLISHED BELOW, THE PARTIES AGREE AS FOLLOWS: AGREEMENT A. RECEIPT OF GRANT FUNDS AND ASSOCIATED PROJECT COSTS. The City of Auburn will receive the Department of Justice / Cops More Grant ("Grant"), in the total dollar amount of one hundred fifty thousand dollars and no/100 ($150,000.00) on behalf of the parties. The City of Auburn will administer the grant and assure that the project is completed in compliance with grant conditions. The City of Kent will provide design engineering, bid the project, administer construction, and provide construction inspection services and will not seek reimbursement for these 277tn Street Corridor & Valley Corn Fiber Optics Interconnect Page 1 of 11 costs. In addition, the City of Kent will make progress payments to the contractor for installation of the fiber, vaults, conduit and appurtenances. The City of Auburn and VCC agree to reimburse the City of Kent for the installation and construction costs. These payments shall be reimbursed from the Grant funds to the extent those costs are grant eligible. VCC will pay any project installation and construction costs incurred in excess of Grant funds received. 1. The Grant funds will be used to purchase materials and deploy a 288- count single mode fiber optic cable bundle, along with any and all applicable electronics, in the conduit system along South 277th Street/S.E. 2741h Way from the proposed vault at the northeast corner of Auburn Way N. and South 277th Street, called the "VCC demarcation point," to the Valley Communications Data Center. Further, the Grant funds will be used to purchase materials and deploy a 24-count single mode fiber optic cable bundle between the City of Auburn's splice vault at the southwest corner of Auburn Way N. and South 277th Street and the VCC demarcation point. 2. VCC will pay for maintenance and relocation costs for all associated aspects of the 288 fiber optic strands, both planned and emergent. In particular, the parties anticipate that South 2771h Street between Auburn Way N. and I Street NE will be widened from three lanes to five lanes at some point in the future. If that widening occurs and it results in relocation of the 288-count fiber optic cable bundle, VCC shall pay all costs associated with relocation of the 288-count fiber optic cable bundle. 3. The City of Kent has sole authority to approve any change orders up to $15,000 or any change orders required due to changed conditions in the field that require immediate action. The City of Kent will determine whether conditions in the field require immediate action, subject to later ratification by the other parties. All other change orders shall be agreed to by the designated representatives for VCC and Auburn identified in Section C. VCC shall be responsible for the cost of all non-grant reimbursable change orders associated with the fiber installation project. B. FIBER APPORTIONMENT AND MAINTENANCE. One 288-count single mode fiber optic cable bundle will be installed in a portion of conduit owned by the City of Kent along South 277th Street/S.E. 274th Way between the VCC demarcation point (at the northeast corner of Auburn Way North and South 277th Street) and the cable vault located on the south side of S.E. 274th Way approximately 300 feet west of 108th Avenue S.E. The City of Kent reserves the remainder of the conduit for its future use. Additional conduit and one 288-count fiber will be installed between the cable vault (on the south side of S.E. 274th Way approximately 300 feet west of 108th Avenue S.E.) and the Valley Communications Center property. The additional conduit between the vault and Valley Communications Center will be owned and maintained by VCC. The City of Kent and the City of Auburn will be responsible for maintaining the fiber and related infrastructure located within each city's respective 277th Street Corridor &Valley Com Fiber Optics Interconnect Page 2 of 11 city limits, and will coordinate with each other at demarcation points between the two cities. The VCC demarcation point will be where all VCC members will splice onto their apportioned or future negotiated fiber strand allotments. From the VCC demarcation point, one 24-count fiber optic cable will be installed in the existing City of Auburn traffic signal conduit across the intersection of Auburn Way North and South 277th Street providing connectivity to the City of Auburn's fiber optic cable. The 24-count fiber optic cable between the VCC demarcation point and the City of Auburn's splice point located at the southwest corner of Auburn Way North and South 277th Street will provide for Auburn's apportioned 12 fiber strands and provide 12 dark fibers for future VCC negotiated fiber strand allotments that are currently unknown. Fiber strand apportionment for the VCC 288-count fiber will be assigned as follows: 1. Fibers 1 - 12 (12 fibers) will be dedicated to the City of Auburn. 2. Fibers 13 - 24 (12 fibers) future growth will be entrusted to VCC. 3. Fibers 25-36 (12 fibers) will be dedicated to the City of Kent. 4. Fibers 37 — 192 (156 fibers) will be entrusted to VCC based on the following order of priority: a. Upon request, use by other valley cities including: Renton 12 fibers, Federal Way 12 fibers, Tukwila 12 fibers, Algona 6 fibers, and Pacific 6 fibers. b. Use by Kent, Auburn, other valley cities, and/or other public entities that benefit public safety. C. Future fiber optic strand apportionment for these fibers will be determined by consultation, mutual agreement, and approved interlocal contracts drafted between Valley Communications Center and any potential interested public sector entities. 5. Fibers 193 — 288 (96 fibers) will be entrusted to VCC for use at the sole discretion of VCC. Fiber strand apportionment for the 24-count fiber between the VCC demarcation point and Auburn's splice point will be assigned as follows: 1. Fibers 1 - 12 (12 fibers) will be dedicated to the City of Auburn. 2. Fibers 13 - 24 (12 fibers) future growth will be entrusted to VCC based on the following order of priority: a. Upon request, use by other valley cities including: Algona 6 fibers, and Pacific 6 fibers. b. Future fiber optic strand apportionment for these fibers will be determined by consultation, mutual agreement, and approved 277th Street Corridor &Valley Corn Fiber Optics Interconnect Page 3 of 11 interlocal contracts drafted between Valley Communications Center and any potential interested public sector entities. C. DESIGNATED REPRESENTATIVES. Each party shall designate a representative to meet, confer, evaluate and administer expenditure proposals in connection with the Grant funds. The representatives shall meet as warranted at dates and times determined by them to be most convenient. They are also empowered to designate, identify and develop procedures and processes for their interaction in connection with the administration and use of the Grant Funds. D. INSURANCE. Each party shall be responsible for maintaining, during the term of this Agreement, and at its sole cost and expense, insurance coverage in amounts determined to be sufficient by each party's representative, in the amounts described in Exhibit A attached and incorporated by this reference. E. INDEMNIFICATION. Each party hereto agrees to be responsible and assumes liability for its own wrongful or negligent acts or omissions, or those of its officers, agents, or employees to the fullest extent required by law. Each party agrees to save, indemnify, defend, or hold the other party harmless against all liability, loss, damages, and expenses, including costs and attorney's fees, resulting from actions, claims and lawsuits arising or alleged to have arisen, in whole or in part, out of or in consequence of the negligent acts or failures to act of the other party, its employees, its subcontractors, its agents, or its assigns, which arise in any way out of the performance of this Agreement. In the case of negligence of multiple parties, any damages allowed shall be levied in proportion to the percentage of negligence attributable to each party, and each party shall have the right to seek contribution from the other party in proportion to the percentage of negligence attributable to the other party. F. RESOLUTION OF DISPUTES AND GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit a Party's right to indemnification under Section E of this Agreement. G. WRITTEN NOTICE. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail. i 277th Street Corridor & Valley Com Fiber Optics Interconnect Page 4 of 11 H. ASSIGNMENT. Any assignment of this Agreement by any party without the written consent of the non-assigning parties shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. I. MODIFICATION. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the parties. J. ENTIRE AGREEMENT. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the parties, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. K. COMPLIANCE WITH LAWS. The parties agree to comply with all federal, state, and municipal laws, rules, and regulations that are applicable to this Agreement. L. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. M. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the parties, or any person acting on behalf of the parties shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. N. DURATION. The duration of this Agreement shall be for the period of time it reasonably takes for the performance by the parties as contemplated herein. O. PURPOSE. The purpose of this Agreement is to use Grant Funds to deploy fiber optic cable and related infrastructure in the 277th street corridor and to provide for the maintenance of the cable and infrastructure. P. FUNDING. The funding shall be out of the Grant Funds set forth in this Agreement, except the cost of 96 strands of fiber and maintenance of 288 strands of fiber, which shall be paid by VCC. Individual parties may choose, at their sole discretion, to supplement the Grant Funds. Q. ADMINISTRATION. The oversight and administration of the Agreement shall be by the respective named representatives identified in Section C. 277th Street Corridor & Valley Com Fiber Optics Interconnect Page 5 of 11 R. ALLOCATION AND OWNERSHIP OF FIBER OPTIC CABLE AND RELATED INFRASTRUCTURE. All Fiber Optic Cable, Infrastructure and Fiber Strands installed as part of a Fiber Optic Project shall be allocated to the individual parties as specified in Section B. The parties shall own all right and title to these allocated Fiber Strands and Infrastructure. 1. USE OF FIBERS. A participating agency shall have complete free and unrestricted use of the Fiber Strands installed and allocated to it under this Agreement for any lawful purpose subject to applicable agreements, approvals, permission and permits. 2. SALE OF FIBERS. Parties who wish to sell or otherwise transfer their allocated fibers to any other party must obtain written and unanimous approval from all parties, whom are also granted right of first refusal regardless of circumstances of the sale. 3. PARTIES RIGHT OF FIRST REFUSAL. Before any allocated fibers or related infrastructure held by a participating agency may be sold or otherwise transferred (including transfer by gift or operation of law), the other parties, either individually or collectively, shall have a right of first refusal to purchase the shares on the terms and conditions set forth in this section. a. Notice of Proposed Transfer. The selling participating agency shall (a) deliver to all parties a written notice stating: (i) the bona fide intention to sell or otherwise transfer such allocated fibers or related infrastructure; (ii) the name of each proposed purchaser or other transferee; (iii) the number of fibers to be transferred to each proposed transferee; (iv) the bona fide cash price or other consideration for which the selling participating agency proposes to transfer the allocated fibers or related infrastructure; and (v) the material terms and conditions of the proposed transfer ("Offered Terms") and (b) offer the allocated fibers or related infrastructure at the Offered Terms to the other parties. b. Exercise of Right of First Refusal. At any time within sixty (60) days after receipt of the notice, the other parties, either individually or collectively, may, by giving written notice to the selling participating agency, elect to purchase all, but not less than all, of the allocated fibers or related infrastructure proposed to be transferred to any one or more of the proposed transferees, at the purchase price and on the terms determined in accordance with subsection (c) below. C. Purchase Price. The purchase of the allocated fibers or related infrastructure by the other parties, either individually or 277th Street Corridor &Valley Com Fiber Optics Interconnect Page 6 of 11 collectively, under this section shall be identical in all material respects to the Offered Terms. d. Payment. Payment of the purchase price shall be made in accordance with the Offered Terms, within ninety (90) days after delivery of the written notice by the other parties, either individually or collectively, as set forth in (b) above. e. Right to Transfer. If all allocated fibers or related infrastructure proposed in the notice to be transferred to a given proposed transferee are not purchased by the other parties, either individually or collectively, the participating agency may sell or otherwise transfer such allocated fibers or related infrastructure to that proposed transferee, provided that such sale or other transfer is consummated within sixty (60) days after the date of the notice and provided further that any such sale or other transfer is affected in accordance with Offered Terms as presented to the other parties. If the allocated fibers or related infrastructure described in the notice are not transferred to the proposed transferee within such period, a new notice shall be required and the other parties, either individually or collectively, shall again be offered the Right of First Refusal before any allocated fibers or infrastructure held by them may be sold or otherwise transferred. f. Compliance with Terms and Conditions. Any entity purchasing the right to use fibers or related infrastructure installed under a fiber optic project agreement must agree to all the terms and conditions of this Agreement, including the General Terms and Conditions, Exhibits and Addenda as specified in this Agreement and shall notify the parties of any such purchase. g. Right to Grant Use. Parties may grant the right to use their fiber or related infrastructure allocation to any other party provided the sale or lease is approved by a majority of the other parties to this Agreement. Such approval shall not be unreasonably withheld. S. TERMINATION. Any party may terminate this Agreement, with or without cause, upon providing the other parties thirty (30) days advanced written notice. A party terminating this Agreement shall remain responsible for its proportionate share of expenses incurred under this Agreement. If the parties do not obtain the Grant described in Section A of this Agreement, any party may withdraw from and will not be further bound by the Agreement effective immediately. 1 T. COPIES OF THE AGREEMENT. Copies of this Agreement shall be filed with the King County Auditor's Office; the Secretary of State of the State of Washington; and the respective Clerks of the parties hereto. THIS AGREEMENT WILL TAKE EFFECT ON THE LAST DATE ENTERED BELOW. 277th Street Corridor & Valley Corn Fiber Optics Interconnect Page 7 of 11 CITY OF AUBURN: CITY OF KENT: By: G—� By: — (signature) (signature) Print Name: Peter B. Lewis P am Suzette A. Cooke Its: Mayor I Mayor (title) title) DATE: MAR o 2-0U DATE: i Attest: Panailekll�eB�6. Da kam -City Clerk APPRO S O RM: APPROVED AS TO FORM: Dan i B. e1 , ty Attorn y c2 �C Kent Law Department VALLEY COMMUNICATIONS CENTER: By: �.. (si ) Print a e: Jim H n Its: Administration Board Chair ( til) DATE: � P•\CWII\Flles\Open Files\1404-Regional Fiber Optic Project\Unteriocal Agreement 277th Corridor Fiber Project final 3-16 door i 277th Street Corridor&Valley Corn Fiber Optics Interconnect Page 8 of 11 CITY OF AU N: CITY OF KENT: By: By: (signature) (signature) Print Name: Peter B. Lewis P int N e: uzette A. Cooke Its: Mayor It Mayor (title) (trtle) DATE: MAR 2 3 2011 DATE: Attest: Danielle skam, City Clerk APPR ED AS M: APPROVED AS TO FORM: Daniel eid, At r y �,A67�L Kent Law e artment VALLEY COMMUNICATIONS CENTER: By: (signature) Print Name: Jim Haggerton Its: Administration Board Chair (tale) DATE: P\Civil\Files\Open Files\1404-Regional Fiber Optic Project\lnteriocal Agreement 277th Corridor Fiber Project final 3-16 docx 277th Street Corridor & Valley Corn Fiber Optics Interconnect Page 8 of 11 EXHIBIT A INSURANCE REQUIREMENTS FOR CONSTRUCTION PROJECTS Insurance Each party shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by any party, its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Each party shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. Each party shall be named as an insured under the other parties' Commercial General Liability insurance policy with respect to the work performed under this Agreement. 3. Excess Liability insurance covering both the Commercial General Liability and Automobile policies. 4. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Each party shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. EXHIBIT A (Continued) 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. 3. Excess Liability insurance shall be written with limits no less than $1,000,000 per occurrence in excess of both the CGL (combined with Products/Competed Operations coverage) and Auto Liability policies cited above. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability: 1. Each party's insurance coverage shall be primary insurance with respect to the other parties. Any insurance, self-insurance, or insurance pool coverage maintained by each party shall be excess of the other parties' insurance and shall not contribute with it. 2. Each party's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the other parties. 3. Each party shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the other parties and a copy of the endorsement naming the other parties as additional insured shall be attached to the Certificate of Insurance. Each party reserves the right to receive a certified copy of all required insurance policies. Each party's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Insurance for Other Losses Each party shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, such party's employee owned tools, machinery, equipment, or motor vehicles owned or rented by such party, or such party's agents, suppliers or contractors as well as to any temporary structures, scaffolding and protective fences. f EXHIBIT A (Continued) E. Waiver of Subrogation Each party waives all rights against each other any of their Subcontractors, Sub-subcontractors, agents and employees, each of the other, for damages caused by fire or other perils to the extend covered by Builders Risk insurance or other property insurance obtained pursuant to the Insurance Requirements Section of this Contract or other property insurance applicable to the work. The policies shall provide such waivers by endorsement or otherwise. F. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. G. Verification of Coverage Each party shall furnish the other party or parties with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the Automobile Liability and Commercial General Liability insurance of the other party or parties before commencement of the work. H. Subcontractors Each party shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for each party. a CITY OF ADIRViGiii Peter B. Lewis, Mayor WASHINGTON 25 West Main Street * Auburn WA 98001-4998 * www auburnwa.gov * 253-931-3000 March 24, 2011 RECEIVED MAR 2 9 2011 Kathy Hardy Assistant City Attorney KENT LAW DEPT. City of Kent 220 Fourth Ave S Kent WA 98032 RE INTERLOCAL AGREEMENT BETWEEN VALLEY COM AND THE CITIES OF AUBURN AND KENT RELATED TO FIBER OPTIC CABLE IN 277T" CORRIDOR Dear Ms Hardy: Enclosed is an original signature page for the Interlocal Agreement between the Valley Communications Center and the cities of Auburn and Kent for the establishment and use of fiber optic cable and equipment down the 277th Street corridor A separate original signature page has been forwarded to Valley Com Once approved and signed by Kent, please send a copy of a signature page to the Auburn City Clerk, 25 West Main Street, Auburn, WA, 98001. The Auburn City Council approved the interlocal agreement on September 20, 2010 by Resolution No 4636. If you have any questions, please contact me at 253-931-3037 or ddaskam(c�auburnwa _go v or Information Services Director Lorne Rempher at 253-288-3160 or Irempher(aD-auburnwa gov Sincerely, Danielle Daskam City Clerk Enc AUBURN * MORE THAN YOU IMAGINED �� REQUEST FOR MAYOR'S SIGNATURE KENT Please Fill in All Applicable Boxes w r,e„io.on Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator: KathyHardy Phone (Originator): x5775 Date Sent: 4/6/11 Date Required. 4/11/11 Return Signed Document to: Cheryl Rolcik- CONTRACT TERMINATION DATE: N/A Wilcox VENDOR NAME: City of Auburn and DATE OF COUNCIL APPROVAL: 4/5/11 Valley Communications Center Brief Explanation of Document: Amendment to the interlocal agreement between the City of Kent, the City of Auburn and Valley Communications Center for the establishment and use of fiber optic cable and equipment down the 277th Street corridor. All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) Received: j 1 Approval of Law Dept.: - .� 1-('1 , t t, Law Dept. Comments- Date Forwarded to Mayor: 6/�� 7� Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments: E C LE U E Disposition �t OIL 0 ) e/& PkH Date Returned: ��i/1��� P, CITY OFKENT _% CITY CLERK