AG 10-059 - FIBER CONSORTIUM' RETURN TO:
CITY OF FEDERAL WAY LAW DEPARTMENT
REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW /SIGNATURE ROUTING SLIP
1. ORIGINATING DEPT./DIV.
2. ORIGINATING STAFF PERSON: ! ''��� d., ��d �� EXT: .25, v 3. DATE REQ. BY: 31C-/
4. TYPE OF DOCUMENT REQUESTED (CHECK ONE)
O PROFESSIONAL SERVICE AGREEMENT ❑ SECURITY DOCUMENT (E.G. AGREEMENT do
❑ MAINTENANCE/LABOR AGREEMENT PERRMAIN BOND ASSIGNMENT OF FUNDS IN UEU OF BOND)
❑ PUBLIC WORKS CONTRACT ❑ CONTRACTOR SELECTION DOCUMENT
O SMALL PUBLIC WORKS CONTRACT (E.G., RFD, RF RFQ)
(LESS THANSZ0D,00D) O CONTRACT AMENDMENT AG #:
❑ PURCHASE AGREEMENT) ❑ CDBG / /
(MATERIALS, SUPPUES, EQUIPMENT) J6 OTHER �4 Aowno,-
❑ REAL ESTATE DOCUMENT
i. PROJECT NAME: '.4.1
i. NAME OF CONTRACTOR:
ADDRESS: TELEPHONE
SIGNATURE NAME: TITLE
1 . ATTACH ALL EXHIBITS AND CHECK BOXES ❑ SCOPE OF SERVICES ❑ ALL EXHIBITS REFERENC IN DOCUMENT
❑ INSURANCE CERTIFICATE O DOCUMENT AUTHORIZING SIGNATURE
t. TERM: COMMENCEMENT DATE: COMPLETION DATEI- t s
►. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑ YES O NO IF YES, $ PAID DY. O CONTRACTOR ❑ CITY
O PURCHASING: PLEASE CHARGE TO:
0. CONTRACT RE VIEW INITIALDATEAPPROVED INITIALDATEAPPROVED
® PROJECT MANAGER
'V DIRECTOR _
O RISK MANAGEMENT (IF APPLICABLE)
)9 LAW
1. CONTRACT SIGNATURE ROUTING INITIAL/DATE APPROVED IMTIAUDATE APPROVED
• LAW DEPARTMENT
• CITY MANAGER
• CITY CLERK MN
• SIGN COPY BACK TO ORGINATING DEPT.
• ASSIGNED AG#
:OMMENTS
Y08
8
•
GENERALTERMS and CONDITIONS
Interlocal Agreement
For Sharing of Fiber Optic Installation Projects
•
F. MODIFICATIONS TO FACILITIES 17
G. RELOCATION OF FIBER OPTIC CABLE 18
•
H. RIGHTS OF PROPERTY
18
I. DEFAULT AND DISPUTE RESOLUTION 19
VIL RELATIONSHIP BETWEENLEAD AGENCYAND CONTRACTORS 20
A. RESPONSIBILITY 20
B. APPROVALS 20
C. INSURANCE 20
VIII. INDEMNIFICATIONAND LIMITATION OF LLABILITY 21
A. LIMITATION OF LIABILITY AND INDEMNITY —LEAD AGENCY 21
B. LIMITATION OF LIABILITY AND INDEMNITY — FACILITY OWNERS 21
C. LIMITATION OF LIABILITY AND INDEMNITY — PARTICIPATING AGENCIES 22
IX. ADDITIONAL TERMS AND CONDITIONS 23
A.
LAWS, LICENSES, AND PERMITS
23
B.
PERFORMANCE
23
C.
SUBJECT TO LAWS
24
D.
FORCE MAJEURE
24
E.
NO WAIVER
25
F.
SEVERABILITY
25
G.
RIGHTS CUMULATIVE
25
H.
CONTRACTUAL RELATIONSHIP
26
I.
HEADINGS
26
J.
APPLICABLE LAW AND VENUE
26
K.
BINDING EFFECTS
26
L.
ASSIGNMENT
26
M. NOTICES 26
N. MODIFICATION OR AMENDMENT 27
O. EXECUTED IN COUNTERPARTS 27
P. SUPERCEDES CITY OF KIRKLAND FRANCHISE 27
Exhibit A 1
Terms and Condifions for Sharing of Fiber Optic InstaNabon Projects
11
December 4. 21)00
0 III. DEFINITIONS
Whenever used in this Agreement with initial letters capitalized, the following terms shall have the
following specified meanings, unless the context clearly requires a different meaning:
A. Agreement
Refers to this document, General Terms and Conditions for sharing fiber optic projects
B. Building Entrance
Conduit or Conduits usually connecting a Vault, Handhole, or Maintenance Hole in the
public right -of -way to a building.
C_ Common Fiber Spares
Fiber strands installed as part of a Fiber Optic Project held in reserve solely for replacement
of disabled fibers.
D. Conduit or Duct
Enclosed runway or tube designed to house cables for their protection.
E. Dark Fiber
An optical fiber strand not coupled to an optical light source.
F. Demarcation Point
A point agreed to between the facility owner and lead agency that documents where one
party's responsibilities end and the other begin and is required to be documented, agreed to
and approved in the Fiber Optic Project Agreement.
G. Indirect Costs
Indirect costs are costs determined in accordance with a Participating Agency's standard
methodology for computing indirect costs. Indirect costs shall include costs of labor,
benefits, equipment usage, miscellaneous materials, material handling, and administrative
and general charges. This definition also applies to Facility Owner indirect costs.
H. Facility or Facilities
A structure including but not limited to: Buildings, Vaults, Maintenance Holes, Handholes,
Conduit, Building Entrances.
I. Facility Manager
The person designated by the Facility Owner to manage the Facility, including granting
access, determining and approving its use and terms and conditions for such use.
•
Terms and Conditions for Sharing of Fiber Optic instakatim Projects 13
• A required section of all Fiber Optic Project Agreements which identifies the total
anticipated costs for Work performed as part of that agreement, including contingency, and
allocates responsibility for those costs, including ongoing maintenance, to all parties to that
Fiber Optic Project Agreement.
V_ Splice
The point where two separate optical fiber strands are joined together either mechanically or
by fusion to make one continuous optical fiber strand.
W. Telecommunications Service(s)
Telecommunications service(s) is the transmission of information over Fiber Strands from
one location to another (not including services provided between two areas within the same
building) meeting industry accepted transmission standards, their equivalent or replacement
service. Such information includes but is not limited to voice, video, data, pictures, and
facsimile. Telecommunication service(s) does not include Dark Fiber or services other than
transmission services.
X. Work
All activities related to the planning, right -of -way acquisition, scheduling, analysis, design,
engineering, preparation, construction, installation, evaluation, maintenance, repair and
operation of a Fiber Optic Project as provided for in this Agreement or a Fiber Optic Project
Agreement including Make - Ready Work but not including work done prior to the execution
of a Fiber Optic Project Agreement.
•
Terms and Conditions for Sharing of Fiber Optic Installation Projects 15
As a starting point for negotiations of a renewal Agreement, the
Participating Agencies will use this Agreement as the framework for further
negotiations. Under the terms of any renewal agreement, the Participating
Agencies shall continue to make payments as specified in any applicable
Fiber Optic Project Agreement(s).
C. FIBER OPTIC PROJECT
All Fiber Optic Projects among Participating Agencies shall have a Fiber
Optic Project Agreement specifying the following; including contact names
and addresses where appropriate.
- Participating Agencies
Lead Agency and Project Manager
- Route
- Facilities to be Used; Facility Owners; and the Facility Manager(s)
- Project Budget, including Contingency and Terms of Cost Sharing
- Apportionment of Liability
- Project Schedule
- Changes or Addenda to General Terns and Conditions
- Bond and Insurance Requirements for Contracting and Participating
Agencies
- Fiber Allocation including Spares.
Maintenance Responsibilities and Costs, including Ongoing
Maintenance and Responsibilities for Moves.
Points of Demarcation
Each Fiber Optic Project Agreement shall be an attachment to and run
concurrent with this Agreement, General Terms and Conditions For Sharing
of Fiber Optic Installation Projects Interlocal Agreement.
D. GENERAL PLANNING, ENGINEERING AND DESIGN
.CONSIDERATIONS
Upon execution of a Fiber Optic Project Agreement, the Participating
Agencies shall develop, review and/or revise the planning, engineering,
design, installation, and maintenance procedures for the Fiber Optic Project.
The procedures will be subject to the approval of the Participating Agencies
and of the Facility Owners as specified in Section IV and in related Exhibits
and Addenda. The procedures will be substantially similar to the following:
1. Perform Feasibility Review
A Participating Agency with an interest in a shared Fiber Optic
Terms and Conditions for Sharing of Fiber Optic InstaNation Projects 17
0 Agencies.
6. Establish Maintenance Plan
The Lead Agency shall develop a maintenance plan for the Fiber
Optic Project, and upon acceptance of the maintenance plan by the
Participating Agencies, the Participating Agencies will, by mutual
consent, appoint a maintenance manager, usually the Lead Agency.
7. Keep Records
The Lead Agency shall provide Participating Agencies and/or
Facility Owners with whatever documents are required by the
Facility Manager(s) so Facility Owner(s) can maintain accurate
records of where and how the Participating Agencies installed
equipment within or on Facilities, and where and how the
Participating Agencies modified any Facility. Among the materials
that must be provided to Facility Owner are computerized records
and archival quality drawings that document installation or
modification Work performed by the Lead Agency or its contractors.
The Lead Agency shall not charge the Facility Owner for providing
any necessary documentation required by the Facility Manager.
Such costs, however, shall be included as part of the Project Budget
(see definitions above).
8. Provide Access to Records
All Participating Agencies shall provide access to relevant records
with respect to design, installation and maintenance of components
of the Fiber Optic System located within or on Facilities to Facility
Owner(s) when requested by the Facility Manager(s). The
Participating Agencies shall not charge the Facility Owner for either
access to, such information or for obtaining copies of any portion of
the information. Such costs, however, shall be included as part of
the Project Budget. The records to which the Participating Agengies
shall provide the Facility Owner access include, but are not limited
to computerized records and design drawings, equipment and fiber
specifications, route maps, manufacturer's test reports on fibers and
on other equipment, documentation of the installation of Fiber Optic
Cable and other equipment, and documentation of maintenance done
on fibers and other equipment.
•
Terms and Conditions for Sharing of Fiber optic Instatlation PMects 19
all Participating Agencies, whom are also granted right of first refusal
regardless of circumstances of the sale.
1. PARTICIPATING AGENCIES RIGHT OF FIRST REFUSAL
Before any allocated fibers held by a Participating Agency may be sold or
otherwise transferred (including transfer by gift or operation of law), the
other Participating Agencies, 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
deliver to all Participating Agencies a written notice Notice stating: (i) the
bona fide intention to sell or otherwise transfer such allocated fibers; (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 and the material terms and
conditions of the proposed transfer (the "Offered Terms ") and (b) offer the
allocated fibers at the Offered Terris to the other Participating Agencies.
(b) Exercise of Right of First Refusal. At any time within 60 days after
receipt of the notice, the other Participating Agencies, 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
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 by the other
Participating Agencies, either individually or 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 Participating Agencies, either individually or collectively,
as set forth in (b) above.
(e) Right to Transfer. If all allocated fibers proposed in the notice to be
transferred to a given proposed transferee are not purchased by the other
Participating Agencies, either individually or collectively, the Participating
Agency may sell or otherwise transfer such allocated fibers to that proposed
transferee, provided that such sale or other transfer is consummated within
Terms and Conditions for Sharing of Fier Optic Installation Projects
21
allocated Fiber Strands shall become the property of the other Participating
Agencies and those Participating Agencies may either reallocate the Fiber
Strands amongst themselves or sell the Fiber Strands pursuant to the
provision of Section III. H and Section III. I above.
V. LEAD AGENCY RESPONSIBILITIES
A. GENERAL RESPONSIBILITY OF LEAD AGENCY
The Lead Agency shall be responsible for the overall management of the
Work necessary for the successful completion of the Fiber Optic Project, as
the agent of the Participating Agencies in the Fiber Optic Project, pursuant
to the terms and condition of the applicable Fiber Optic Project Agreement.
The Lead Agency shall have the authority and be responsible for negotiating
and entering into such separate contract agreements as are necessary with
Facility Owners for the specific use of their Facilities in furtherance of the
Fiber Optic Project. The Lead Agency will also have the authority to enter
into and manage such separate contract agreements with contractors as are
necessary to perform all or part of the Work associated with the Fiber Optic
Project.
The Lead Agency is responsible for ensurin g that all applicable terms and
conditions of the Fiber Optic Project Agreement(s), General Terms and
Conditions, exhibits and addenda are included in the contract agreements
with Facility Owners and contractors.
Prior to execution of any contract agreements with Facility Owners or
contractors, the Lead Agency shall provide an opportunity for the
Participating Agencies to review and comment on such agreements. In the
event there is a dispute regarding any of the provisions or lack of provisions
of any agreement, such dispute shall be resolved through the process
identified in this Agreement.
The Lead Agency shall keep the Participating Agencies informed as to the
status of the Fiber Optic Project.
B. AGREEMENTS, APPROVALS, PERMISSIONS AND PERMITS
The Lead Agency shall be responsible for obtaining all necessary
agreements, approvals, permissions and permits and any other documents
required or necessary for the successful completion of the Fiber Optic
Terms and conditions for Sharing of Fiber Optic Installation Projects
23
. The Participating Agencies shall be responsible for the expense of
maintenance and repair of the Fiber Optic Cable and Fiber Strands.
for the duration of the Fiber Optic Project Agreement and any
extensions or renewals thereof on a basis proportional to the
ownership of Fibers Strands allocated to each Participating Agency
or by such other method as may be specified in the applicable Fiber
Optic Project Agreement(s). The designated maintenance manager
shall review ongoing maintenance expenses with Participating
Agencies as reasonably requested, but at least on an annual basis.
The Lead Agency shall contract with a vendor capable of making
any necessary repairs. The contract shall provide for around the
clock service, defined response times and supply guarantees.
E. FINANCIAL REIMBURSEMENTS AND OTHER PAYMENTS TO BE
PROVIDED TO THE LEAD AGENCY
All reasonable and necessary costs and expenses incurred by the Lead
Agency in performance of any Work to successfully complete a Fiber Optic
Project shall be actual and verifiable. The Lead Agency shall provide
documentation of its methodology for computing any Indirect Costs,
including Indirect Costs for Facility Owners. The Participating Agencies
shall reimburse the Lead Agency within forty-five (45) days of receipt of the
Lead Agency's statement of charges.
F. LEAD AGENCY'S NONCOMPLIANCE
The Lead Agency shall make its best good faith effort to adhere to the terms,
condition and requirements of the Work as provided in the Fiber Optic
Project Agreement, and the required record keeping as provided in this
Agreement. Absent negligence or other misconduct on the part of the Lead
Agency, any additional Work necessary to conform the Work to
requirements of the Fiber Optic Project Agreement will be a general project
cost allocated to the Participating Agencies. Where there has been
negligence or other misconduct on the part of the Lead Agency, and
additional Work is necessary to conform the Work to requirements of the
Fiber Optic Project Agreement shall be at the expense of the Lead Agency.
G. AUDIT
•
Terms and Conditions for Sharing of Fiber Optic lnstaNabon Projects
25
authority to stop inadequate or unsafe Work or require that inadequate or
unsafe Work be corrected, as provided by this Agreement.
C. ACKNOWLEDGMENT AND ACCEPTANCE OF RISKS
1. Risk of Co- location
In choosing to co- locate any components of a Fiber Optic Project in
any Facilities, the Participating Agencies acknowledge and accept all
risks that are associated with having components of the Fiber Optic
Project co- located with in any such Facility.
2. Easements
Participating Agencies acknowledge that existing easements may not
be sufficient and are not warranted to be available for the purpose of
this Agreement and/or any Fiber Optic Project Agreement.
Additional easements may be required.
D. ACCESS TO AND USE OF FACILITIES
The Lead Agency shall obtain access to and use of Facilities from Facility
Owners for the purpose of installing, maintaining and repairing components
of the Fiber Optic Project, including all agreements, approvals, permissions,
and permits required. Such Access shall be subject to Facility availability as
reasonably determined by the Facility Manager, and any and all reasonable
conditions specified by the Facility Owner.
1. Permission to Enter
Access to Facilities shall be allowed only after the Facility Owner
has been notified per item 2,, below, and permission has been
granted by the Facility Owner.
2. Requests for Access
All requests for access to Facilities must be made through the
appropriate Facility Manager or designee in writing (facsimile or
email acceptable), and shall be subject to the restrictions and
conditions in this Agreement.
C�
Terms and Conditions for Sharing of Fier optic Installation PMpcts
27
Building Entrance shall be subject to the review and approval by the Facility
Owner and Participating Agencies. Any unauthorized modifications must
be corrected at the expense of the Lead Agency.
G. RELOCATION OF FIBER OPTIC CABLE
The Lead Agency will work with the Facility Owner to make a good faith
effort to ensure that the Fiber Optic Cable within or on Facilities is designed
and constructed so as to minimize the likelihood of future relocation.
However, upon notice from the Facility Owner that relocation is required,
the Lead Agency shall work with the Facility Owner to ensure timely
relocation of such Fiber Optic Cable. The Facility Owner has the right of
pre - approval and post - construction acceptance of any work required either to
remove cable from within or on Facilities or to place cable within or on
alternative Facilities.
1. All relocations of Fiber Optic Cable, regardless of reason, will be
managed by the Lead Agency. All relocations will be managed as a
part of and under the terms and conditions of existing Fiber Optic
Project Agreement that controlled the original construction and
installation.
0 2. Notice
Except for emergency situations, the Facility Owner will give the
Lead Agency at least ninety (90) days notice of the need to relocate
any components of the Fiber Optic Project located within or on
Facilities.
2. Relocation
When relocation is required, the Facility Owner shall, when possible,
provide substitute Facilities within or on which the Participating
Agencies may relocate the components of the Fiber Optic Project.
H. RIGHTS OF PROPERTY
Nothing in the General Terms and Conditions, Exhibits and/or Addenda
shall be construed to convey to the Participating Agencies any property
rights in existing Facilities of a Facility Owner. Nothing in the General
Terms and Conditions, Exhibits and/or Addenda shall be construed to
Terms and Conditions for sharing of Fiber Optic krslagafion Projects 29
agreement of the parties or, in the absence of such agreement, with Judicial
Dispute Resolution, LLC.
Each Participating Agency shall bear its own cost of these Dispute resolution
procedures. The Participating Agencies that are party to the mediation shall
equally share the fees of the mediation and the mediator.
Nothing in this paragraph precludes any Participating Agency from seeking
relief from King County Superior Court should mediation efforts be
unsuccessful.
VII. RELATIONSHIP BETWEEN LEAD AGENCY AND CONTRACTORS
A. RESPONSIBILITY
The Lead Agency is responsible for ensuring that the applicable tenons and
conditions of the Project Agreement, General Terms and Conditions,
exhibits and addenda are included in Agreements with Facility Owners and
contractors. However, each contractor shall be held. liable for any
negligence caused by its performance or failure to perform the work under
the Project Agreement or any contracts with the Lead Agency.
B. APPROVALS
All contractors hired by the Lead Agency to work within or on Facilities
shall be subject to approval by Facility Owner(s). In all agreements with
contractors, the Facility Owner(s) may require the Lead Agency to require
such contractors to attend a pre- construction meeting with the appropriate
authority to review installation requirements and Work restrictions prior to
any Work being performed in or on Facilities. The contractor's agreement
shall state that the Facility Owner or the jurisdiction having rights -of -way
has authority to stop Work or require that inadequate Work be corrected.
C. INSURANCE
Prior to undertaking any work under any Fiber Optic Project Agreement, the
Lead Agency shall ensure that all contractors, at no expense to the Lead
Agency, Participating Agencies and Facility Owner(s), have obtained and
Teams and Conditions for Sharing of Fiber Optic InstaOation Projects
31
gross negligence or willful misconduct of the Facility Owner. The Lead
Agency and Participating Agencies shall indemnify and save harmless
Facility Owners, their officers, employees, and agents from all claims,
actions, liability, and damages of any nature arising out of any act or
omission, except in the event of gross negligence or willful misconduct by
the Facility Owner in connection with this Agreement.
If any claim arises to which this indemnification provision may be
applicable, the Facility Owner shall immediately upon learning of such
claim, notify the Lead Agency, and upon such notice, the Lead Agency shall
promptly notify the Participating Agencies. The Participating Agencies
may, at their option, settle or compromise such claim. In no event shall the
Facility Owner or Lead Agency have the right to pay, settle or otherwise
compromise such claim without the prior written consent of the Participating
Agencies who shall not unreasonably withhold such consent.
THE FACILITY OWNER SHALL NOT BE LIABLE TO THE
PARTICIPATING AGENCIES OR THEIR USERS OR ANY
SUBSEQUENT USER UNDER ANY CIRCUMSTANCES FOR
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR
DAMAGES ALLEGED TO HAVE ARISEN DUE TO AN INTER -
RUPTION OF SERVICE OR DAMAGE TO ANY FIBER OPTIC CABLE
OR ASSOCIATED EQUIPMENT.
C. LIMITATION OF LIABILITY AND INDEMNITY— PARTICIPATING AGENCIES
A Participating Agency, when acting in that capacity, shall not be liable, in
law or in equity, to the Lead Agency, the Facility Owners or any other
Participating Agency, or any subsequent user for any damages relating to the
interruption of service or interference with the operation of the Fiber Optic
Project, except to the extent caused by the gross negligence or willful
misconduct of that Participating Agency. The Lead Agency, the Facility
Owner and the other Participating Agencies shall indemnify and save
harmless a Participating Agency and its officers, employees, and agents from
all claims, actions, liability, and damages of any nature arising out of any act
or omission, except in the event of gross negligence or willful misconduct
by that Participating Agency in connection with this Agreement.
If any claim arises to which this indemnification provision may be
applicable, the Facility Owner shall immediately upon learning of such
claim, notify the Lead Agency, and upon such notice, the Lead Agency shall
promptly notify the Participating Agencies. The Participating Agencies
may, at their option, settle or compromise such claim. In no event shall the
Facility Owner or Lead Agency have the right to pay, settle or otherwise
Terms and conditions for Sharing of Fiber Optic Installation Projects
33
0 C. SUBJECT TO LAWS
This Agreement and any Fiber Optic Project Agreements are subject to all
applicable federal, state, and local laws, and regulations, rulings and orders
of governmental agencies. Any Participating Agency may terminate its
obligations under this Agreement or any Fiber Optic Project Agreement if
ordered to do so by the final order or filing of a court or other governmental
agency or if such order or ruling would make it impossible for any
Participating Agency to carry out its obligations.. In addition, if at any time
during the term of this Agreement or any Fiber Optic Project Agreement, the
action of a governmental agency requires modification of any terms and
conditions in order to meet legal requirements, or renders performance by
any Participating Agency unreasonable, the Participating Agencies will enter
into negotiations to achieve an equitable adjustment and accounting of any
increased costs or liabilities incurred by any Participating Agency as a result
of such required modification. The preceding section shall not apply to a
court order determining that the Participating Agencies' use violates a
private easement.
The Participating Agencies, in their capacity as Facility Owners, have no
actual knowledge of any restriction in their agreements with third parties
which would prohibit the Participating Agencies' use of Facilities as
contemplated herein. The Participating Agencies recognize that the Facility
Owners have done no special searches or investigations with respect to
restrictions in their agreements with third parties that may affect the use of
Facilities as contemplated this Agreement or by any Fiber Optic Project
Agreement.
D. FORCE NWEURE
Any Participating Agency may suspend performance under this Agreement
or any Fiber Optic Project Agreement and such non - performance will be
excused where performance is rendered impossible or impracticable for
reasons beyond such Participating Agency's reasonable control, such as, but
not limited to, acts of nature, war or warlike operations, civil commotion,
riot, labor dispute including strike, walkout, or lockout, sabotage, or superior
governmental regulation or control. Upon removal or termination of the
force majeure event, the Participating Agency claiming force majeure shall
promptly perform the affected obligations in an orderly and expedited
manner or procure a substitute for such obligation. The Participating
Agencies shall use all reasonable efforts to eliminate or minimize any delay
caused by a force majeure event.
Tema and Conditions for Sharing of Fiber optic I *uA Projects
35
0 H. CONTRACTUAL RELATIONSHIP
The General Terms and Conditions do not constitute the Participating
Agencies as the agent or legal representative of a Facility Owner for any
purpose whatsoever. The Participating Agencies are not granted any express
or implied right or authority to assume or create any obligation or
responsibility on behalf of or in the name of the Facility Owner or to bind
the Facility Owner in any manner or thing whatsoever.
1. HEADINGS
The titles of sections are for convenience only and do not define or limit the
contents.
J. APPLICABLE LAW AND VENUE
This Agreement and any Fiber Optic Project Agreements among the
Participating Agencies shall be construed and interpreted in accordance with
the laws of the State of Washington, and venue of any action brought
hereunder shall be in the Superior Court for King County.
K. BINDING EFFECTS
The provisions, covenants and conditions in the General Terms and
Conditions and in any specific Fiber Optic Project Agreement apply to bind
the Participating Agencies, their legal heirs, representatives, successors, and
assigns.
L. ASSIGNMENT
No Participating Agency or Lead Agency shall assign its rights or assign its
duties under this Agreement or any Fiber Optic Project Agreement without
the prior written consent of the other Participating Agencies, which consent
shall not be unreasonably withheld.
M. NOTICES
All notices and other materials to be delivered hereunder, shall be in writing
and shall be delivered or mailed to addresses as identified in Exhibit A to
this Agreement and in any Fiber Optic Project Agreement.
Terms and Conditions for Sharing of Fiber Optic Mstaftbon Projects
37
IN WITNESS WHEREOF, the parties hereto have executed these General Terms and Conditions
For Sharing of Fiber Optic Installation Projects on the respective dates indicated below.
Approved as to Form:
David Ramsay Date City Attorney
City Manager, City of Kirkland
Approved as to Form:
Steve Sarkozy Date City Attorney
City Manager, City of Bellevue
Weldon Ihrig Date
Executive Vice President
University of Washington
Robert Collard Date
Assistant Superintendent Business Services
Lake Washington School District
•
Terms and conditions for Sharing of Fier optic distabation Projects
39
FINANCE AND INFORMATION cscrof
TECHNOLOGY DEPARTMENT D 7 "
M E M O R A N D U M
DATE: March 2, 2010
TO: David Ramsay, City of Kirkland
Steve Sarkozy, City of Bellevue
Barbara Posthumus, Lake Washington Schools
Tom Martin, Evergreen Hospital Medical Center
Jack McLeod, Bellevue School District
Stanley Morency, Renton School District
B. Jean Floten, Bellevue College
William Schrier, City of Seattle
V'Ella Warren, University of Washington
Pete Lewis, City of Auburn
Jack Dovey, City of Federal Way
FROM: Mary Roy, Administrative Assistant
SUBJECT: Addendum #48 — Fiber Optic Installation Projects
Please find enclosed your copy of the executed Addendum #48 for sharing of fiber optic
installation projects that adds the City of Federal Way as a participating agency.
If you have any questions, please feel free to contact me at (425) 430 -6868.
CAG -06 -097, Adden #48 -09
ADDENDUM #48
GENERAL TERMS and CONDITIONS
For Sharing of Fiber Optic Installation Projects
WHEREAS, the City of Bellevue, the City of Kirkland, the City of Renton, the City of
Auburn, the Lake Washington School District, the Renton School District, the Bellevue School
District, the University of Washington, Bellevue Community College, Evergreen Hospital, and
Seattle Public Utilities, (the Participating Agencies) have entered into the General Terms and
Conditions for Sharing of Fiber Optic Installation Projects, and;
WHEREAS, the City of Federal Way, desires to participate in the planned and future
Fiber Optic Projects but cannot because it is not a Participating Agency subject to the General
Terms and Conditions for Sharing of Fiber Optic Installation Projects, and;
WHEREAS, the current Participating Agencies desire to amend the General Terms and
Conditions for Sharing of Fiber Optic Installation Projects to add the City of Federal Way as a
Participating Agency for participation in the planned and future Fiber Optic Projects;
NOW THEREFORE, the parties hereby agree as follows:
1) All terms in this Addendum shall have the same meaning as the defined terms in
the General Terms and Conditions for Sharing of Fiber Optic Installation Projects.
2) City of Federal Way hereby acknowledges that it has read, understands and
accepts the General Terms and Conditions for Sharing of Fiber Optic Installation Projects,
hereby incorporated by reference as if fully set forth, and agrees to be bound by them.
3) As provided in Section IX, paragraph N, the current Participating Agencies
hereby amend the General Terms and Conditions for Sharing of Fiber Optic Installation Projects
to add City of Federal Way as a Participating Agency, and City of Federal Way, by executing
this agreement, conWts ;ta beaom1K6 a Participating Agency.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to the
General Terms and Conditions For Sharing of Fiber Optic Installation Projects on the respective
dates indicated below.
Approved as to Form:
City Attorney
t Z 4�j
Steve arkozy Da e
City anager, City f Bellevue
Approved as to Form:
City Attorney
William M. Schrier
Chief Technology Officer
City of Seattle
Date
V
Pete Lewis Date
Mayor, City of Auburn
V k vey . Date
City f Fe ral Way
Approved as to Form:
��a. Z/4�-
City Attorney
3