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HomeMy WebLinkAbout20-135-FBR-001 Interlocal Agreement COA#20-135-FBR-001 SKAGIT COUNTY Contract # C20200327 Page 1 of 11 INTERLOCAL COOPERATIVE AGREEMENT BETWEEN SKAGIT COUNTY, THE CITY OF MOUNT VERNON, AND CITY OF ANACORTES THIS AGREEMENT("Agreement") is made and entered into by the City of Mount Vernon ("Mount Vernon"), a Washington municipal corporation, the City of Anacortes ("Anacortes") a Washington municipal corporation, and Skagit County ("County"), a political subdivision of the State of Washington ("County"), pursuant to the authority granted by Chapter 39.34 RCW, INTERLOCAL COOPERATION ACT. Mount Vernon, Anacortes, and the County may be individually referred to herein as a "Party", and may be collectively referred to herein as the "Parties." 1. PURPOSE: The purpose of this Agreement is to allow Anacortes, Mount Vernon, and the County to work cooperatively to connect the separate fiber optic networks owned by Mount Vernon and Anacortes, which interconnection may support governmental networking services, to be utilized by the County, Anacortes, and Mount Vernon. Mount Vernon, will manage the installation and connection of fiber optic cable along public right-of-way and on the premises of the Anacortes Water Treatment Plant("Plant") in accordance with the terms and conditions of the Telecommunications Franchise Agreement (the "Franchise Agreement') by and between the County and Anacortes, dated October 19, 2019 (Skagit County Contract#C20190480; Auditor's File No.: 201 91 1 0401 03), pursuant to this Agreement. The Project is more particularly described and depicted in Exhibit "A", which is hereby attached to this Agreement and incorporated by reference. This Agreement is only for the design, engineering, permitting, and installation of the fiber optic cable work as described herein (the "Project"). Separate agreement(s)will be required for fiber connection services, and the County shall be provided such connection at the services upon request at mutually agreeable terms. 2. RESPONSIBILITIES: 2.1 Pursuant to the terms of this Agreement, Mount Vernon shall: A. Provide administrative and technical support for the Project, including, but not limited to, Project permitting for those parts of the Project requiring permits within Mount Vernon city limits. B. Perform Project work necessary to effect the interconnection as described above and in Exhibit "A." C. Provide all material necessary for the Project other than conduit required per Section 2.3.0 below. Material may be provided as new purchases or from existing Mount Vernon inventory. D. Invoice the County and Anacortes for their share of the Project Cost as provided in Section 4 (below). INTERLOCAL AGREEMENT Page 1 of 11 E. Pay or contribute toward one third of the total Project cost, in a total documented amount of at least six thousand six hundred and sixty-six dollars and sixty seven hundredths ($6,666,67). F. Provide data sheets to Anacortes and County for the cables and optical fibers used in the Project. G. Request any necessary access to Anacortes's Water Treatment Plant no less than twenty- four(24) hours prior to such access. Comply with the terms of any permits related to Mount Vernon's work on the Project. 2.2 Pursuant to the terms of this Agreement, the County shall: A. Pay one third of the total Project cost, in a total amount not to exceed six thousand six hundred and sixty-six dollars and sixty seven hundredths ($6,666,67). Such payment shall be made by the County to Mount Vernon upon completion of all Project work, and then within thirty (30) days after receipt of an invoice from Mount Vernon. B. Prior to the commencement of the Project, process any utility permit application(s), and other Project permitting applications timely submitted by Anacortes for all Project work within the County road right-of-way in accordance with the terms of the Franchise Agreement and applicable law. The County shall not be responsible or liable for the design, construction, maintenance, operation, and/or use of the Project in any way other than for the County's payment obligation for the Project pursuant to this Agreement. C. Unless specifically stated to the contrary in this Agreement,the County is not otherwise obligated to provide any funds, or perform or provide any other services, duties, or responsibilities pursuant to the terms of this Agreement. 2.3 Pursuant to the terms of this Agreement, Anacortes shall: A. Pay one third of the Project cost in a total amount not to exceed six thousand six hundred and sixty-six dollars and sixty seven hundredths ($6,666,67). Payments shall be made within thirty (30)days after receipt of an invoice from Mount Vernon per Section 4., below. B. Design, engineer, obtain permits, provide materials, and install above ground and/or underground fiber conduit to contain and protect the fiber optic cable in accordance with the Project specifications from a Puget Sound Energy utility pole on or near Plant premises to the connection with the Anacortes fiber optic network (in accordance with the terms of the Franchise Agreement). C. Provide reasonable access to Anacortes property to Mount Vernon's staff, contractors, engineers, or other companies or individuals to perform work needed to engineer, design, run, splice, and test the fiber optic cable, provided reasonable notice has been provided per Section 2.1., above, and in compliance with all security requirements for Anacortes property. INTERLOCAL AGREEMENT Page 2 of 11 D. Comply with the Franchise Agreement for the placement of fiber lines and related Project equipment within County road rights of way located outside the City of Mount Vernon, and ensure compliance with the terms of the Franchise Agreement by Mount Vernon. in accordance with the terms of the Franchise Agreement, obtain and execute any necessary utility pole agreements that will locate overhead fiber lines on poles outside Mount Vernon city limits. 3. TERM OF AGREEMENT: The term of this Agreement shall commence upon mutual execution by all parties and continue through December 31, 2021, unless sooner terminated pursuant to the terms herein. 4. MANNER OF FINANCING: 4.1 Project cost in a total documented amount of at least six thousand six hundred and sixty-six dollars and sixty seven hundredths ($6,666,67) may be comprised of the following costs incurred by Mount Vernon: A. Labor necessary to design and engineer the Project. B. Labor necessary to apply for permits required to construct the Project, including pole attachment applications for portions of the Project located within City limits, for which Mount Vernon is responsible or assumes. C. Labor necessary to install Project infrastructure. D. Cost of Project material including but not limited to fiber optic cables and pole attachment hardware. E. Labor necessary to perform OTDR tests per Exhibit A. F. Labor necessary to perform any corrective measures required by Exhibit A. G. Any other documented costs incurred by Mount Vernon directly related to the Project, including but not limited to necessary permitting fees, make ready costs(costs charged by PSE to prepare poles for attachment of cable for portions of the Project located within City limits), etc. 4.2 Total combined Project costs shall not exceed twenty thousand dollars ($20,000.00) without all Parties' duly executed subsequent written agreement. Anacortes shall otherwise be responsible for funding all other costs for the Project in excess of twenty thousand dollars ($20,000.00). 4.3. Upon completion of the Project work to be performed (as provided herein), the County shall reimburse the Mount Vernon for all labor, time, materials and permitting fees for the Project (including but not limited to design and engineering required to create bid specifications) in a total amount not to exceed six thousand six hundred and sixty-six dollars and sixty seven hundredths ($6,666,67). Upon completion of the Project work to be performed (as provided herein), Anacortes shall reimburse Mount Vernon in the amount not to exceed six thousand six hundred and sixty-six dollars and sixty seven hundredths ($6,666,67). 4.4 No Party shall be obligated to pay, provide, or expend any funds, provide, and/or perform any other services or other duties, unless otherwise specified herein including future repair or maintenance to any fiber lines, conduit, or related equipment owned by another Party. Upon request, Mount Vernon shall provide adequate supporting documentation for any and all amounts billed to the County and Anacortes by Mount Vernon pursuant to the terms of this Agreement. Mount Vernon's contribution of one third of the total costs may be provided through the provision of documented in kind services including the provisions of Mount Vernon staff time and labor costs. INTERLOCAL AGREEMENT Page 3 of 11 5. ADMINISTRATION: The following individuals are designated as representatives of the respective Parties. The representatives shall be responsible for administration of this Agreement and for coordinating and monitoring performance under this Agreement. In the event such representatives are changed, the Party making the change shall notify the other Parties in writing. 5.1 The County's representative shall be the Manager, information Services Department. 5.2 Mount Vernon's representative shall be the Director, Information Services. 5.3 Anacortes's representative shall be Anacortes's Broadband Manager. 6. TREATMENT OF ASSETS AND PROPERTY: 6.1 No fixed assets or personal or real property will be jointly or cooperatively, acquired, held, or used. All fiber optic lines, conduit or related Project equipment installed within the city limits of the Mount Vernon shall be owned by the Mount Vernon. All fiber optic lines, conduit, or related equipment installed outside Mount Vernon city limits shall be owned by of Anacortes, subject to the terms of the Franchise Agreement. Upon annexation by the Mount Vernon (if applicable), ownership of any fiber optic lines, conduit or related Project equipment installed as a result of the Project that would be located within the Mount Vernon city limits as a result of annexation shall be transferred to Mount Vernon, subject to the terms of the Franchise Agreement. 6.2. MAINTENANCE AND OPERATION. Upon Project completion, Mount Vernon shall be operationally and financially responsible to maintain those portions of the Project that it owns within the city limits of Mount Vernon. Upon Project completion, Anacortes shall be operationally and financially responsible to maintain those portions of the Project that it owns within property owned by Anacortes and as located within County road right-of-way (subject to the terms of the Franchise Agreement). At no time shall the County be operationally and financially responsible to maintain any portions of the Project. 7. NO AGREEMENT FOR FIBER NETWORK SERVICES: This Agreement shall not be interpreted nor construed as providing any license, lease, access or other rights to any Party's fiber optic network.. The provision of any services (e.g. dark fiber access, lit fiber services, connectivity through any Party's fiber optic network) shall require separate agreement(s). 8. INDEMNIFICATION: Except as provided to the contrary herein, each Party agrees to be responsible and assume liability for its own wrongful and/or negligent acts or omissions or those of their officials, officers, agents, or employees to the fullest extent required by law, and further agrees to save, indemnify, defend, and hold the other Parties harmless from any such liability. It is further provided that no liability shall attach to any Party by reason of entering into this Agreement except as expressly provided herein. All claims for damages Anacortes and/or Skagit County may have against Mount Vernon arising from this Agreement (except for any third party claims) including, but not limited to, with respect to the construction and installation of the Project, claims against Mount Vernon for violation of the Franchise Agreement or failure to obtain permits (which are contractual duties of Anacortes) set forth in this Agreement shall be limited to and shall not exceed Six Thousand Six Hundred Sixty Six Dollars and Sixty Seven Cents ($6,666.67) per party. 10. TERMINATION: Any Party hereto may terminate this Agreement upon thirty (30) days notice in writing either personally delivered or mailed postage-prepaid by certified mail, return INTERLOCAL AGREEMENT Page 4 of 11 receipt requested, to the Party's last known address for the purposes of giving notice under this paragraph. if this Agreement is so terminated, 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. 11. CHANGES, MODIFICATIONS, AMENDMENTS, AND WAIVERS: The Agreement may be changed, modified, amended or waived only by duly executed subsequent written agreement executed by the Parties hereto. Waiver or breach of any term or condition of this Agreement shall not be considered a waiver of any prior or subsequent breach. 12. SEVERABILiTY: in the event any term or condition of this Agreement or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications of this Agreement which can be given effect without the invalid term, condition, or application. To this end the terms and conditions of this Agreement are declared severable. 13. NO THIRD PARTY BENEFICIARIES: This Agreement is not intended to nor does it create any third party beneficiary or other rights in any third person or party, including, but not limited to, the general public, property owners and residents at or in the vicinity of the Project work to be performed, or any other organization or entity, or any agent, contractor, subcontractor, consultant, employee, volunteer, or other representative of any party. 14. NO PARTNERSHIP OR JOINT VENTURE: No partnership and/or joint venture exists between the Parties, and no partnership and/or joint venture is created by and between the parties by virtue of this Agreement. No agent, employee,contractor, subcontractor, consultant,volunteer, and/or other representative of the Parties shall be deemed an agent, employee, contractor, subcontractor, consultant, volunteer, or other representative of the other Party. 15. USE OF DOCUMENTS AND MATERIALS PRODUCED: Unless privileged, or otherwise exempt from public disclosure pursuant to applicable law, all Parties shall have the right to use and distribute any and all documents,writings, programs, data,public records or other materials prepared by any Party (and/or any Party's contractors, consultants, and/or subcontractors), in connection with performance of this Agreement. The Parties recognize and agree that any documents and/or materials arising from and/or related to this Agreement may be subject to public disclosure pursuant to applicable law(including RCW 42.56). 16. COMPLIANCE WITH LAWS: The Parties to this Agreement shall comply with all applicable federal, state, and local laws, rules, and regulations in carrying out the terms and conditions of this Agreement. As necessary and as provided herein, Anacortes shall ensure compliance with the Franchise Agreement, and shall obtain and comply with all necessary permit(s) and approval(s) from all applicable jurisdictions prior to commencing any Project work arising from or related to this Agreement. Anacortes and/or Mount Vernon shall be solely and separately responsible and liable for compliance with all terms and conditions of any permit(s) and/or grant(s) obtained or procured in such Party's name. 17. VENUE AND CHOICE OF LAW: in the event that any litigation should arise concerning this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Skagit. This Agreement shall be governed by the laws of the State of Washington. 18. SURVIVAL: The terms of Sections 6, 8., and 16., shall survive the termination or expiration of this Agreement. INTERLOCAL AGREEMENT Page 5 of 11 19. STATUS OF AGREEMENT: This Agreement is in addition to, and is not intended to replace, substitute, modify, or otherwise amend any other agreements by and between the parties. Any other agreements by and between the parties shall continue in full force and effect. 20. ENTIRE AGREEMENT: This Agreement contains all the terms and conditions agreed upon by the Parties. All items incorporated herein by reference are attached. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the Parties hereto INTERLOCAL AGREEMENT Page 6 of 11 CITY OF MOUNT VERNON: By: �✓"— Jill :• •reau, Mayor Dated: 1/I if , 2020 0 Attest: / / G of-7 Doug Volesky, Finance Director Approved as to form and legality: Kevin Rogerson, Mount Vernon Attorney INTERLOCAL AGREEMENT Page 7 of 11 CITY OF ANACORTES: By: r GG�G�'l-' "—' Laurie Gere, Mayor Dated: 9-u-,--7, , 2020 Attest: AlSteven D. und, Finance Director Approved as to form and legality: D Sw n , Anacortes Attorney MNTERLOCAL AGREEMENT Page 8 of 11 DATED this a1 day of lily , 2020. BOARD OF COUNTY COMMISSIONERS SKAGIT COUNTY,WASHINGTON PV-1/\'We4-0Y Ro Wesen, Chair CI Kenneth A. Dahlstedt, Commissioner ABSENT Attest Lisa Janicki, Commissioner aUkaa-CIGLikutkov- Clerk of the Board For contracts under$5,000: Authorization per Resolution R20030146 Recommended County Administrator i22j Department Head Approved as o I.- • A puty —ing Attorn-y roved as to indemnification: 7 i anager Approved as to budget: Budget&Finance 1111--ctor INTERLOCAL AGREEMENT Page 9 of 11 Exhibit"A" Project Information Page 1 of 2 Fiber optic lines will be installed and located between the following a splice connection points: a) the Mount Vernon fiber optic network line located at or near the 800 block of Freeway Drive (Point A) and b) the Plant premises located at 14549 River Bend Road (Point B). Fiber optic cable will run along a power poles pursuant to pole permits and agreements obtained by Anacortes to the pole owned by Puget Sound Energy at the south corner of the Plant's premises and then through the Plant's premises in conduit installed by Anacortes to a splice connection point into the Anacortes fiber optic network. The drawing included in this Exhibit A depicts the approximate location of the conduit and the Anacortes splice connection point. Mount Vernon shall design, engineer, and install fiber optic lines and splice connections beginning at Point A to the Anacortes splice connection point ending at Point B. Should a contractor be required for this work, Mount Vernon shall prepare and manage bid documents and the resultant contract. Anacortes shall be responsible for obtaining all needed permits and shall be named as the lessee, fiber optic cable owner or fiber optic cable attachment provider for utility pole agreements needed run the cable on power poles along the County right of way and for obtaining any necessary right of way permits and for complying with the terms of the Franchise Agreements. If needed, Mount Vernon shall be responsible for obtaining and shall be named as the lessee,fiber optic cable owner or fiber optic cable attachment provider for any required utility pole agreements to run the cable on power poles within Mount Vernon city limits. Mount Vernon will provide twenty-four[24] strands of fiber for Anacortes's use. The Project is not a County project. The County shall not be responsible or liable for the design, construction, maintenance, operation, and/or use of the Project in any way. For purposes of any Project work performed within the County's road right-of-way, it is recognized and agreed by the Parties that such work performed shall be in compliance with and subject to the terms of the Franchise Agreement. Once the fiber optic cable is installed and connected between Point A and Point B, Mount Vernon will conduct bi-directional Optical Time Domain Reflectometer(OTDR)tests at 1310 nm and 1550 nm on each strand terminated and spliced. One endpoint of the OTDR testing will be either unterminated optical fiber ends or a fiber optic patch panel, both of which are at Anacortes'Water Treatment Plant. The other endpoint of the OTDR testing will be at the Mount Vernon 800-block splice point. These tests will verify that no point loss at any splice or other point along the optical path of any Project fiber exceeds 0.25 dB. These tests will also document end-to-end optical loss measured in dBs, reflectance at each splice point and end-to-end optical length of each optical fiber. If the OTDR test indicates a point loss of greater than 0.25 dB along any Project fiber, Mount Vernon and Anacortes shall jointly agree whether or not to pursue any corrective measure; provided however, Mount Vernon shall not be under any obligation to incur greater expenses to pursue any corrective measures absent such further agreement INTERLOCAL AGREEMENT Page 10 of 11 Exhibit"A" Project Information Page 2 of 2 .# ate. d - .„--„,v,,r,-tr- . lif.0,- .,\-,,,,, ....: £ t - -':1 `L '` 4 '' fin- .,. . '-'.' 102i& .1k irt'. ,‘;.1.7';';, e ::!,,... -,.;`,i:.:,:, .7:,,,,,:,,,,, ,;', ..T:::',, , .,,,,;-''-,',1: y i `Y. P M 3 '_`k 4 ® tips. t...4, a 4. lo- tp ti"f r \ a _a _ 1. :4� ` „ ' s ---:. ' 4,-,‹ :_,, -A,...--;;\ .i.:1-- V., '-- -7,,,,,,,,, ,i--*. Atli -' INTERLOCAL AGREEMENT Page 11 of 11