Loading...
AG 10-059' 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