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HomeMy WebLinkAbout5374 - ILA - KPUD - KPUD-COB Fiber Optic NetworkContract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: 5374 PUBLIC UTILITY DISTRICT #1 OF KITSAP CO ILA - Sharing Fiber Optic and IT Services and Infrastructure Water Resources LEG 12-1 4/1/2014 3/31/2024 3/1/2024 Comments: Automatically renews two 5 year periods INTERLOCAL AGREEMENT BETWEEN PUBLIC UTILITY DISTRICT NO. 1 OF KITSAP COUNTY AND CITY OF BREMERTON FOR SHARING FIBER OPTIC AND INFORMATION TECHNOLOGY SERVICES AND INFRASTRUCTURE 1. Parties. THIS INTERLOCAL AGREEMENT ("Agreement") is made and entered into on the date referenced on the signature page by and between City of Bremerton ("COB") and Public Utility District No. 1 of Kitsap County ("PUD"). Both of these parties are municipal corporations organized under the laws of the State of Washington and make this Agreement pursuant to the Interlocal Governmental Cooperation Act, RCW 39.34. 2. Purpose of Agreement. This Agreement sets forth the terms and conditions for PUD and COB to construct and share fi6er optic and information technology services, equipment and infrastructure. PUD and COB have developed fiber optic and technology related systems, resources and facilities capable of being shared with �the other for the mutual benefit of their citizens. It is the goal of both parties to develop appropriate arrangements to achieve certain economies and efficiencies available upon cooperation with each other to perform their respective responsibilities, and to make fiber optic and technology systems available to each other and to their citizens consistent with legal requirements applicable to municipally owned or operated facilities and infrastructure. Both parties have determined that sharing specified fiber optic and other systems and infrastructure will more effectively use the resources of both parties and provide economies of scale, which will result in savings to the parties and their citizens. 3. Joint Access to Telecommunications Facilities. The parties agree to provide access to telecommunications transmission facilities owned by each other such as underground conduit and overheard transmission facilities. A party desiring access to these facilities shall provide a written request to the other requesting access. The terms and conditions of the access shall be determined on a case-by-case basis. The party providing the access shall provide the terms and conditions for such access. 4. Sharin� of Fiber Optic Cable and Conduit. The parties agree that on a case-by-case basis they will share and generally use fiber optic cable and conduit having excess capacity to enable the parties to avoid over-building, duplication of fiber optic infrastructure, and minimize costs when common trench lines can be used. These sharing arrangements shall be negotiated on a case-by-case basis. 5. Initial Agreements. This Agreement memorializes the following existing sharing arrangements agreed upon by the parties: (a) Oyster Bay to Division Street Patch Panel. PUD has provided COB four dark fibers from its existing fiber cable from the Oyster Bay Public Works Facility in Bremerton to the Division Street Splice Case in Gorst. This dark fiber was provided in consideration for Bremerton providing dark fiber identified in the subsequent paragraph. Page 1 of 5 (b) Division Street to McKenna Falls. Bremerton has provided four dark fibers to PUD from its 144 strand fiber optic cable in place between the Division Street Splice Case in Gorst and its present terminating location at McKenna Falls. (c) Norm Dicks Government Center (NDGC) and Fire Station 1. In exchange for the PUD to be able to access the NDGC via COB conduit, PUD provided four strands of dark fiber between NDGC and COB Fire Station 1. 6. Potential Future Cooperative Proiects. For future cooperative fiber projects, the PUD and COB will determine and agree upon the following issues for the projects: • Location of cooperative project • Number of fibers allocated to each party • Entity responsible for providing the conduit • Entity responsible for installing the conduit • Entity responsible for providing the fiber • Entity responsible for installing the tiber • Entity responsible for operation and maintenance • Ownership COB's Director of Public Works & Utilities is authorized to establish, approve and administer future cooperative fiber projects under this Agreement on behalf of COB pursuant to applicable COB codes and policies. The following projects currently under consideration are examples of potential future cooperative fiber projects between PUD and COB: (a) Fiber Cable Extension to Cellular Site. COB agrees to allow PUD to use COB conduit existing bet�veen Bremerton Pump Station 8 to Reservoir 23 to install fiber optic cable. PUD agrees to convey fiber cables to COB by bill of sale at no charge to COB. The conduit located between Pump Station 8 and Reservoir 23 currently contains six- strand multi-mode fibers which Bremerton agrees can be replaced and used by PUD for installation of the new fiber. PUD will require an easement for use of its conduit and for the continuation of this fiber optic cable installation from Reservoir 23 to the cellular site. PUD would be responsible for installation of the conduit and fiber from Reservoir 23 to the cellular site. (b) Fiber Cable Extension McKenna Falls to Casad Dam. (c) Fiber from Pump Station 8 to Oyster Ba�perations Center. (d) Bremerton Booster Station 10 at the Port of Bremerton. (e) PS 2 at Anderson Creek. Page 2 of 5 7. Operation and Maintenance. Operation and maintenance responsibilities will be identified for each joint project. Each party agrees to maintain its own conduit and each party agrees to maintain its own equipment ancillary to the fiber sharing provided pursuant to this Agreement. 8. Real Proqertv. Any conveyance of real estate or interests in real estate will be conducted pursuant to existing policies of the PUD and COB. 9. Indemnification. Each party shall defend, indemnify and hold the other party, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE PARTIES WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In addition, PUD agrees to indemnify, defend, and hold COB harmless from any claims that the work to be performed pursuant to this contract is outside of the existing easements in favor of COB including but not limited to a water easement granted to COB by the Five C's partnership. Should it be determined that PUD requires additional easements for the activities to,be performed pursuant to this agreement, PUD agrees it shall obtain its own easements at PUD expense. COB agrees to promptly tender any such claims to PUD for resolution. Any costs incurred by the COB in such a challenge including defense costs shall be paid by PUD. 10. Sharing of Hand Holes. During construction and installation activities by PUD utilizing existing COB conduit or newly installed conduit, �PUD agrees to provide hand holes constructed in accordance with specifications provided by COB. COB shall inspect and approve these hand holes upon their completion. Use of the hand holes will be shared equally by the parties to access their respective fiber optic cable contained within the conduit. 11. Term of Agreement. This Agreement shall become effective on April 1, 2014 and shall be effective for 10 years from the date of this Agreement ("Initial Term"). This Agreement shall automatically be renewed for 2 successive 5 year periods unless written notice of termination is given by either party at least 30 days prior to the termination of Initial Term or its renewals. Failure of either party to notify the other of such termination on or before that date shall cause this Agreement to automatically be renewed. After the Initial Term and during any renewal term, either party may terminate this Agreement upon 180 days prior written notice. Upon termination, both parties are granted the option of removing its improvements or selling them to the other. The dark fiber swaps and easement conveyances are not terminable. Page 3 of 5 12. Governin� Law and Venue. If any dispute arises between the Parties under any of the provisions of this Agreement, resolution of that dispute shall be available only through the jurisdiction, venue and rules of Kitsap County Superior Court, Kitsap County, Washington, unless otherwise agreed. 13. Insurance. Each party shall have in full force and affect, and continue to maintain in full force and affect, all insurance policies currently in place for property and liability coverage. 14. No Separate Entitv/Administration. The parties do not intend to create any new or sepazate legal or administrative entity by this Agreement. No separate fund shall be established. It is not contemplated that any property, real or personal, will be acquired by either jurisdiction separately or jointly as a result of this Agreement. 15. Non-Discrimination. The parties shall not discriminate in any manner related to this Agreement on the basis of race, color, national origin, sex, sexual orientation, religion, age, marital status or disability in employment of the provision of services. • 16. Severabilitv. If any provision of the Agreement shall be held invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to serve the purposes and objectives of all parties. 17. Entire Agreement. This Agreement constitutes the entire agreement between parties. Any modifications or amendments to this Agreement shall be in writing and shall be signed by each party. 18. Compliance with RCW 39.34.040. Pursuant to RCW 39.34.040, this Agreement shall be filed with the Kitsap County Auditor or alternatively, listed by subject on the public web site of the parties hereto or on other electronically retrievable public source. DATED this Z��day of ����� 2014 , CITY OF BREMERTON PUBLIC UTILITY DISTRICT NO. 1 OF KITSAP COUNTY ��crr resident, Board of Commissioners TEST: City Clerk . // / � _J �� .J, . _I �� � L�i -, i�.�� � � / � Page 4 of 5 APPROVED AS TO FORM � r A. Lubovic City of Bremerton Attorney R:\Lcgal\Legal\Contracts\Pl?BI.IC WORKS\2014 PUD II.A -Final.docx APPROVED AS TO FORM ����� William H. Brou ton Kitsap PUD Attorney Page 5 of 5