HomeMy WebLinkAbout24-256-FBR-001 Interlocal Agreement Docusign Envelope ID:2EE10BA6-2ADB-41 D8-B8C2-425FAF488FF6
INTERLOCAL COOPERATIVE AGREEMENT BETWEEN
THE CITY OF BURLINGTON
AND
THE CITY OF ANACORTES
THIS AGREEMENT("Agreement") is made and entered into 10/18/2024 , by
and between the CITY OF BURLINGTON, a municipal corporation of the State of Washington
("Burlington"), and the CITY OF ANACORTES, a municipal corporation of the State of
Washington ("Anacortes"), pursuant to the authority granted by Chapter 39.34 RCW, Interlocal
Cooperation Act. Burlington and Anacortes may be individually referred to herein as "Party" and
may be collectively referred to herein as the "Parties".
WHEREAS,Anacortes desires dark fiber optic connection(s)from the Burlington networking
head end located at 311 Cedar St, to the point of interconnection between Burlington's Fiber
System and the City of Mount Vernon's fiber system; and
WHEREAS, The Parties desire to reduce to writing their agreements relating to Burlington's
provision of certain dark fiber optic connectivity between locations within the Burlington's Fiber
System for monthly compensation from Anacortes.
NOW THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
DEFINITIONS.
A. "Burlington's Fiber System" means all facilities related to Burlington's fiber lines which
are owned, operated, controlled and maintained by the City, including but not limited to fiber
optic cables, equipment and all associated hardware utilized by the City.
B. "Dark Fiber" means unlit Fiber where the User is responsible for providing equipment to
carry data via the fiber.
C. "Fiber" means optical fiber cable strands used to transmit light to carry data from end-
to-end and meeting generally accepted industry loss and performance standards.
D. "Non-Recurring Charges" means work done by Burlington to install, connect and
maintain the Burlington fiber system to the City's Demarc location, the charge for such work
shall include all reasonable material, labor, engineering and administrative costs and
applicable overhead fees.
E. "User" means, in this case, the City of Anacortes who shall light the Dark Fiber for their
municipal purposes.
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1. RESPONSIBILITIES:
1.1 Anacortes:
A. Shall compensate Burlington for any and all Non-Recurring Charges related to the
Anacortes use of the Burlington Fiber System as well as the monthly fees detailed
in Exhibit B as are set herein or modified in the future.
B. Shall not sublet, lease or otherwise grant access of use to any entity other than that
which is authorized in writing by Burlington.
1.2 Burlington:
A. Will arrange for, install, own, operate and maintain the Burlington's Fiber System
necessary to provide non-exclusive rights to Anacortes to utilize dark fiber between
the demarcation point for specific site locations and under specific terms and
conditions for each site location described in Exhibit A attached to this Agreement.
B. Will secure and maintain any and all necessary franchises, permits, easements, or
agreements necessary for the use of property including, the use of utility poles for
the construction and maintenance of the Burlington's Fiber System.
C. Will deploy a standard single mode dark fiber optic product terminating in
Burlington's colocation closet and will perform all work using industry standards.
2. TERM: The term of this Agreement shall be three (3) years from the date of execution, with
term renewals of successive two (2) year increments totaling no more than six (6) additional
years, or unless sooner terminated as provided for elsewhere in this Agreement. The two (2)
year extensions shall be in writing and executed by both Parties.
3. COMPENSATION: Anacortes shall pay Burlington as set forth in Exhibit B attached to this
Agreement, including any and all non-recurring charges to establish on-site connectivity.
Anacortes shall pay Burlington within thirty (30) days after approval of a satisfactory invoice.
Any delinquency of one hundred twenty (120) days may result in the immediate termination
of this Agreement, at the discretion of Burlington. The Parties recognize that the fees and
charges listed in Exhibit B are the current Burlington fees as set forth in their City Fee
Schedule which is inflation adjusted each year for implementation in the following calendar
year. As such, the charges in Exhibit B shall be adjusted as of January 1 st of each year of this
Agreement.
4. SUPERSEDES PRIOR AGREEMENT: It is the intention of the parties hereto that this
Agreement shall supersede and cancel any prior agreements, discussions, commitments,
representations, or agreements, written or oral, for dark fiber optic connection(s) between the
parties hereto.
5. RELATIONSHIP OF THE PARTIES: The Parties agree that they are each independent
entities operating pursuant to the terms and conditions of this Agreement. No partnership or
joint venture exists between the Parties and no partnership or joint venture is created by and
between the Parties by virtue of this Agreement. No agent, employee, servant or
representative Anacortes shall be deemed an employee, agent, servant, or representative of
Burlington for any purpose; and vice versa. Each Party agrees to aid and assist the other in
accomplishing the objectives of this Agreement.
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6. TREATMENT OF ASSETS AND PROPERTY: No fixed assets, personal, or real property will
be jointly or cooperatively, acquired, held, used, or disposed of pursuant to this Agreement.
7. INDEMNIFICATION: Each Party expressly agrees to be responsible and assume liability for
its own wrongful or negligent acts or omissions, or those of their officials, officers, agents, or
employees, to the fullest extent required by law, and further agree to indemnify, defend, and
hold the other Party harmless from any such liability. No liability shall attach to the Parties by
reason of entering into this Agreement except as expressly provided herein.
8. LIMITATIONS OF LIABILITY: Notwithstanding any provision of this Agreement to the
contrary, and except to the extent caused by its own willful misconduct, the Parties shall not
be liable for any special, incidental, indirect, punitive or consequential damages, including but
not limited to: loss of profits or revenue, cost of capital, or claims of the other Party (whether
arising out of transmission interruptions or problems, any interruption or degradation of service
or otherwise) whether foreseeable or not, arising out of, or in connection with either Party's
performance or non-performance of its respective obligations under this Agreement, or any
other cause or nature whatsoever and all claims with respect to which such special, incidental,
indirect, punitive, or consequential damages are hereby specifically waived.
9. FORCE MAJEURE: Except for payment of sums due, neither Party shall be liable to the other
or deemed in default of this Agreement if, and to the extent that, such Party's performance of
one or more of its obligations hereunder is prevented by reason of Force Majeure which
includes, without limitation: any act of nature, fire, epidemics, and the adoption or amendment
of government codes, ordinances, laws, rules, regulations, or restrictions that materially impair
the affected Party's performance hereunder, including lack of funding, war or civil disorder,
riots, strikes, lock-outs, or other labor disputes.
10. FILING AGREEMENT: Notwithstanding any provision herein to the contrary, and in
compliance with RCW 39.34.040, this Agreement and any modification thereof shall be posted
on each Party's website and, if not, a copy hereof shall be filed in accordance with RCW
39.34.040; PROVIDED, that any delay in effecting compliance with this Section shall not affect
the stated term and conditions contained herein.
11. NOTICE: The following individuals are designated as representatives of the respective
Parties and shall be responsible for coordinating and monitoring performance under this
Agreement. In the event such representatives are changed, the Party making the change
shall notify the other Party-
City Administrator ACCESS Anacortes Fiber Manager
City of Burlington City of Anacortes
833 S. Spruce St. P.O. Box 547
Burlington, WA 98233 Anacortes, WA 98221
gregy@burlingtonwa.gov jiml@anacorteswa.gov
with a copy to:
City of Anacortes
Contracts and Grants Manager
PO Box 547
Anacortes, WA 98221
contracts@anacorteswa.gov
12. COMPLIANCE WITH LAWS: The Parties agree to comply with all applicable federal,
State, and local laws, ordinances, and regulations.
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13. TERMINATION: This Agreement may be terminated by either Party for any reason upon the
giving of one hundred twenty(120)days advanced written notice to the other, either personally
delivered or mailed postage prepaid by certified mail, return receipt requested, or sent by
email and upon the receipt by the sending party of written confirmation by the receiving party;
provided, however, that an automated email confirmation of delivery or read receipt shall not
constitute such confirmation. If this Agreement is so terminated,Anacortes will be responsible
for any fees incurred by removal of any Burlington Fiber System and equipment. The Parties
shall be liable only for performance rendered or costs incurred in accordance with the terms
of this Agreement prior to the effective date of termination.
14. CHANGES MODIFICATIONS. AMENDMENTS AND WAIVERS: No changes or
modifications of this Agreement shall be valid or binding upon either Party to this Agreement
unless such changes or modifications are made by written Amendment and executed by the
Parties hereto. Waiver of any default or breach of any provision of this Agreement shall
not be deemed to be a waiver of any prior or subsequent default or breach and shall not
be construed to be a modification of the terms of this Agreement, unless stated to be such
in writing signed by an authorized representative of the Party and attached to the original
Agreement.
15. DISPUTES:
15.1 The Parties shall attempt to resolve any disputes as to the validity or enforcement of any
term or provision of this Agreement by negotiation and compromise at the management
level. Failing such a compromise, such claim or assertion shall be elevated to the
equivalent City Manager/Mayor levels of each Party, and if necessary, to each Party's
respective attorneys.
15.2 In the event that a dispute cannot be resolved in the manner described above, it shall be
determined by a Dispute Board in the following manner: Each Party shall appoint one
member to the Dispute Board. The members so appointed shall jointly appoint an
additional member to the Dispute Board. The Dispute Board shall review the facts, terms,
applicable statutes, and rules before making a determination of the dispute which shall be
final and binding on the Parties. Each Party shall be responsible for their own costs,
including but not limited to legal counsel.
15.3 The duties and obligations imposed by this Agreement and the rights and remedies
herein shall be in addition to and not a limitation of any duties, obligations, rights and
remedies otherwise imposed or available by law. No action or failure to act by either
Party shall constitute a waiver of any right or duty afforded the Party under this
Agreement, nor shall any such action or failure to act constitute an approval of or
acquiescence in any breach thereunder, except as may be specifically agreed to in
writing.
16. NO THIRD-PARTY BENEFICIARIES: This Agreement is not entered into with the intent
that it shall benefit another entity or person or that such other person or entity shall be
entitled to be treated as a third-party beneficiary of this Agreement.
17.ASSIGNMENT: Unless otherwise expressly provided herein, no portion of this Agreement
may be assigned, contracted, or subcontracted to any other individual, firm, company or other
entity without the express and prior written approval of the Parties.
18. SEVERABILITY: If any provision of this Agreement is held to be invalid, illegal or
unenforceable for any reason, that holding shall not affect or impair, in any manner, the
validity, legality, or enforceability of the remainder of this Agreement.
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19. GOVERNING LAW AND VENUE: This Agreement shall be construed and enforced in
accordance with the laws of the State of Washington. Any legal action arising here from
shall be brought only in Skagit County Superior Court, Skagit County, Washington, which
forum shall have sole and exclusive jurisdiction and venue.
20. OTHER PROVISIONS:
20.1 Fiber Route: Burlington shall, at all times, have the sole discretion to choose the route
of the fiber optic lines including routes which may not be the most direct route between
the locations desired by Anacortes.
20.2 Fiber Connectivity Restoration. Repair& Maintenance:
A. Burlington shall employ a reasonable standard of care to maintain continuity of
Burlington's Fiber System whenever possible. If Anacortes becomes aware that
fiber continuity is lost, Anacortes shall notify Burlington or Burlington's emergency
designate immediately. If during off hours, Anacortes shall notify Burlington by
contacting the number provided in Part 19(D) below.
Once Burlington is notified, Burlington shall inspect Burlington's Fiber System and
all fiber and associated equipment on Burlington's side of the demarcation point to
determine the cause of loss of service. After its inspection, Burlington shall report
back to Anacortes within a reasonable time period. Burlington shall be responsible
to re-establish continuity to Anacortes in the event lack of continuity exists on the
Burlington side of the demarcation point. Burlington shall notify Anacortes if
problems encountered are not due to lack of fiber continuity within Burlington's Fiber
System.
B. Burlington shall perform, or be caused to be performed, regular and emergency
maintenance of the Burlington Fiber System. Burlington shall coordinate with
Anacortes to schedule regular maintenance at times that are mutually convenient to
both Parties when such maintenance is likely to cause disruption of fiber service.
C. Anacortes will be allowed managed access to any Anacortes equipment at
Burlington's Fiber Head end site.Anacortes personnel must pass CJIS requirements
for access to the Burlington Fiber Head end room.
D. In the event Anacortes experiences loss of fiber continuity as set forth above,
Anacortes shall notify Burlington by calling the phone numbers listed below.
During Regular Business Hours (Mon-Fri 8-5pm): 360-755-2398 or 360-630-4619
During Off Hours 24x7 number: 360-540-0694
21. NEUTRAL AUTHORSHIP: Each of the provisions of this Agreement has been reviewed and
negotiated and represents the combined work product of both parties hereto. No presumption
or other rules of construction which would interpret the provisions of this Agreement in favor or
against the Party preparing the same shall be applicable in connection with the construction or
interpretation of any of the provisions of this Agreement.
22. ENTIRE AGREEMENT: This Agreement contains all of the terms and conditions agreed
upon by the Parties. The Parties agree that there are no other understandings, oral or
otherwise, regarding the subject matter of this Agreement.
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IN WITNESS WHEREOF, each of the Parties hereto, having read this Agreement in its entirety,
including all attachments, do agree in each and every particular and by their duly authorized
representatives have thus executed this Agreement as of the day and year first above written.
CITY OF ANACORTES CITY OF BURLIN T N
By: �';W By.
Matt Miller, Mayor Bill Asllee}tt, Mayor n
Date:
10/18/2024 Date:
Attest: shmt,w Attest.
Steven D. Hoglund, Finance Director Joy Stewart, Finance rrector
Date: 10/15/2024 Date:
APPROVED AS TO FORM: APPROVED AS TO FORM:
. .v
Darcy Sw�, City of Anacortes Attorney L4-if Johnson, City of Burlington Attorney
Date: 10/18/2024 Date:
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EXHIBIT A
INTERLOCAL COOPERATIVE AGREEMENT BETWEEN
THE CITY OF ANACORTES AND
THE CITY OF BURLINGTON
LOCATIONS/ITEM PROVIDED
Dark Fiber Provided: Two (2) strands of single mode dark fiber optic connectivity
between the splice case located in the City of Mount Vernon and the Burlington location
below:
From: To: Monthly Rate
Location 1 City of Burlington
DARK FIBER ONE Suite B, 311 Cedar Street,
City of Mount Vernon Burlington WA fiber head end See Exhibit B
and City of Burlington
meet me point on
Riverside Bridge
DARK FIBER TWO Suite B, 311 Cedar Street,
City of Mount Vernon Burlington WA fiber head end See Exhibit B
and City of Burlington
meet me point on
Riverside Bridge
OTHER Suite B, 311 Cedar Street,
One Rack Unit Burlington WA fiber head end See Exhibit B
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EXHIBIT B — 2024 Fiber Fees
Table 5. Fiber Telecommunication Fees
1.All fees monthly unless otherwise specified
Application Fee Excluding ISP $0.00
This is a one-time billable charge to pay for application to acquire fiber or
telecommunication services and to cover engineering costs. Does not include permitting fees.
Inspection Fee Excluding ISP $0.00
This is a one-time billable charge to pay for post installation inspections.
City of Burlington Inter-agency Dark Fiber $182.88
This is monthly billable fee per fiber strand of dark fiber, leased from the City.This fee
includes maintenance repair but not the termination equipment, installation fees,
splicing fees, certification fees or permit fees. Minimum 2-year lease.
Trunk Dark Fiber within City of Burlington Commercial use $365.75
This is monthly billable fee per fiber strand of dark fiber, leased from the City.This fee
includes maintenance repair but not the termination equipment, installation fees,
splicing fees, certification
fees or permit fees. Subject to City approval or availability. Minimum 2-year lease.
Lateral Dark Fiber within City of Burlington Commercial use $209.00
This is monthly billable fee per fiber strand of dark fiber, leased from the City.This fee include
maintenance repair but not the termination equipment, installation fees, splicing fees,
certification fees or permit fees.
Subject to City approval or availability. Minimum 2-year lease.
Trunk Dark Fiber Local Government Agency, Inter-agency $209.00
This is monthly billable fee per fiber, of dark fiber, leased from the City.This fee includes
maintenance repair but not the termination equipment, installation fees, splicing fees,
certification fees or permit fees.This fiber is not for resale, reuse or sublease to any other
organization.Subject to City
approval or availability. Minimum 2-year lease.
Lateral Dark Fiber Local Government Agency with City of Burlington $104.50
This is monthly billable fee per fiber, of dark fiber, leased from the City.This fee includes
maintenance repair but not the termination equipment, installation fees, splicing fees,
certification fees or permit fees.This fiber is not for resale, reuse or sublease to any other
organization. Subject to City
approval or availability. Minimum 2-year lease.
City Lit Fiber on a VLAN,Commercial, Exclude ISP $287.38
This is billable per fiber, per port, of lit fiber, on a VLAN leased from the city.This is a
monthly recurring fee.This fee includes maintenance.
Minimum 3-year lease. Excludes City GPON equipment.
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Dark Fiber within City of Burlington Commercial Use 5365.75
This is a monthly billable fee per fiber, of dark fiber, leased from the City.
Includes maintenance repair but not the termination equipment, installation
fees, splicing fees, certification fees or permit fees. Subject to city availability
and approval. Minimum 2-year lease.
-----------------------------
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City Lit Fiber on a VLAN, Local Government Agency $78.38
This is billable per fiber, per port of lit fiber, on a VLAN leased from the
city. This is a monthly recurring fee.This fee includes maintenance.
Minimum 2-year lease.
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CWDM or DWDM Fiber Strand, Commercial use Exclude ISP
Per fiber strand, per splitter port, per wavelength channel of commercial $130.63
lit CWDM or DWDM fiber, if ISP service contract non-existent. Monthly
fee includes maintenance. Minimum 2-year lease excludes City GPON.
---------------------------
CWDM or DWDM Fiber strand, Local Government Agency
Per fiber strand, per splitter port, per wavelength channel of commercial $57.48
lit CWDM or DWDM fiber, if an inter-local agreement does not exist.
Monthly recurring fee, including maintenance,excludes City GPON.
Full Cabinet Space Commercial $522.50
This includes a 19" cabinet, restricted entry and 30 Amps AC UPS Power with standby
generator, located in the designated City Co-Location Facility.
This is a monthly recurring fee. Minimum 3-year lease.
Full Cabinet Space Local Government Agency $209.00
This includes a 19" cabinet, restricted entry and 30 Amps AC UPS Power with standby
generator, located in the designated City Co-Location Facility.
This is a monthly recurring fee. Minimum 2-year lease.
Half Cabinet Space Commercial $313.50
This includes a half 19"cabinet, restricted entry, 20 Amps AC UPS Power
with standby generator, located in the designated City Co-Location Facility.This is a
monthly recurring fee. Minimum 3-year lease.
Half Cabinet Space Local Agency $156.75
This includes a 19" cabinet, restricted entry, 30 Amps AC UPS Power with standby
generator, located in the designated City Co-Location Facility.
This is a monthly recurring fee. Minimum 2-year lease.
One-Third Cabinet Space Commercial $182.88
This includes 6U in a 19" cabinet, restricted entry, 15 Amps AC UPS Power
with standby generator, located in the designated City Co-Location Facility.This is a
monthly recurring fee. Minimum 3-year lease.
One-Third Cabinet Space Local Agency $78.38
This includes 6U in a 19" cabinet, restricted entry, 15 Amps AC UPS Power with standby
generator, located in the designated City Co-Location Facility.
This is a monthly recurring fee. Minimum 3-year lease.
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Rack-Unit Cabinet Space Commercial 5104.50
This includes the per 1U Rack space, restricted entry, no power, located in the City Co-
Location facility.These Units are not guaranteed to be contiguous.
This is a monthly recurring fee, or AC UPS Powered up to 100W$100.
Rack-Unit Cabinet Space Local Agency $36.58
This includes the per I Rack space, restricted entry, no power, located in the City Co-
Location facility. These Units not guaranteed to be contiguous.
This is a monthly recurring fee,AC UPS Powered up to 100W
Cabinet Setup Fee—Full $313.50
This is a minimum billable per each installment and those requirements to
install. This is a one-time startup fee.
Cabinet Setup Fee—One-half $209.00
This is a minimum billable per each installment and those requirements to
install. This is a one-time startup fee.
Cabinet Setup Fee—One-third $104.50
This is a minimum billable per each installment and those requirements to install.This is a
one-time startup fee.
Rack Unit Setup Fee—per RU (Rack Unit) $104.50
This is a minimum billable per each installment and those requirements to install.This is a
one-time startup fee, does not include terminations or installs.
Interconnect Fees $10.45
This is billable per each cable (Simplex, Duplex, CATS,or CAT6)
installed between units, beyond initial setup fee.This is a per
incidence fee.
Labor—Standard $88.83
This is beyond the initial setup fee and is billable per hour.This requires a
1 hr. minimum.
Labor—Overtime $156.75
This is billable per hour when overtime is required for employees.
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