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Home My WebLink AboutAgenda AGENDA Transportation Committee Regular Meeting 4:15 PM - Monday, November 16, 2020 Video-conference 1. Sharing Conduits in the Public Right of Way a) AB - 2747 Transportation Systems Division recommends approval of an interagency agreement with the Washington State Department of Transportation for sharing of excess conduits within the Talbot Rd S right-of-way along the NE 30th St bridge over I-405. 2. Emerging Issues in Transportation Currently, due to the spread of COVID-19, all regularly-scheduled committee meetings will be held as necessary via video-conference. City hall is closed to the public. If you would like to attend this week's meeting remotely, you can do so by going to https://us02web.zoom.us/j/83700205653 Zoom Meeting ID 837 0020 5653 Passcode 161689 You can call through Zoom at 253.215.8782 and use the Meeting ID AB - 2747 City Council Regular Meeting - 02 Nov 2020 SUBJECT/TITLE: Interagency Agreement with the State of Washington Department of Transportation for Sharing of Excess Conduits in Public Right-of-Way RECOMMENDED ACTION: Refer to Transportation (Aviation) Committee DEPARTMENT: Transportation Systems Division STAFF CONTACT: Eric Cutshall, Transportation Maintenance Manager EXT.: 7423 FISCAL IMPACT SUMMARY: There is no monetary exchange between agencies within this agreement. SUMMARY OF ACTION: The purpose of this agreement is to formalize the existing use of the city’s conduit by the State of Washington Department of Transportation (WSDOT) within the Talbot Road South right-of-way as shown in Exhibit A. In exchange for that use, WSDOT agrees to allow the city to use WSDOT conduit along the NE 30th Street Bridge over I-405 as shown in Exhibit B. Prior to the construction of WSDOT’s I-405/SR 167 Direct Connector project, WSDOT asked the city if they could use our excess conduit along Talbot Road South to run fiber optic cable to their project offices being set up at Triton Towers within the Renton Village Shopping area. The city agreed to allow the use in exchange for being allowed to use WSDOT’s conduits along the along the NE 30th Street Bridge over I-405. At the time the city’s IT Division was looking at ways to get city fiber network to the new fire station being constructed near the west side of the NE 30th Street Bridge. As it turned out, the Renton Regional Fire Authority decided to use other means to get fiber to their new station. However, upon review by city staff, there was still a need to make this connection of city fiber optic cable across the bridge to provide for the expansion of the city’s fiber network to the new Kennydale Reservoir. EXHIBITS: A. Contact Information B. Drawing A C. Drawing B D. Interagency Agreement E. Resolution STAFF RECOMMENDATION: Adopt the Resolution and authorize the Mayor and City Clerk to execute an Interagency Agreement with the State of Washington Department of Transportation for sharing of excess conduits in a public right-of-way. AGENDA ITEM #1. a) Exhibit A Contact Information Exhibit A Page 1 of 2 WSDOT Contract Number K1196 City of Renton Contract # WSDOT Contract Number: K1212 City of Renton Contract Number: xxxxx Washington State Department of Transportation Only the Contract Signature Authority identified below are authorized to bind WSDOT. Contract Signature Authority:Matthew Modarelli, CIO & Director Information Technology Division PO Box 47430 Olympia, WA 98504-7430 (360) 705-7601 modarm@wsdot.wa.gov Contract / Project Manager:Randy Baker, Network Services Manager Information Technology Division PO Box 47430 Olympia, WA 98504-7430 (360) 705-7787 bakerra@wsdot.wa.gov Technical Contact:Todd Turner, Fiber Optic Systems Manager Information Technology Division PO Box 47430 Olympia, WA 98504-7430 (360) 705-7694 turnert@wsdot.wa.gov Contract Administrator:Carol Kirsch, Contracts Administrator Administrative Services Contracts Office PO Box 47430 Olympia, WA 98504-7430 (360) 705-7547 Kirschc@wsdot.wa.gov Invoicing Office of Information Technology Attn: Invoice Processing Business Unit 7345 Linderson Way SW PO Box 47430 Tumwater, WA 98504-7430 (360) 705-7716 WSDOTOITVendorPayments@wsdot.wa.gov Preferred method of submittal shall be electronic to the email address above. AGENDA ITEM #1. a) Exhibit A Page 2 of 2 WSDOT Contract Number K1196 City of Renton KXXX City of Renton Contract Signature Authority 1:Armondo Pavone, Mayor City of Renton 1055 South Grady Way Renton, WA 98057 425-430-6400 apavone@rentonwa.gov Contract/ Project Manager:Eric Cutshall City of Renton Transportation Maintenance Division 3555 NE 2nd St. Bldg. B Renton, WA 98056 425-430-7423 Ecutshall@rentonwa.gov Technical Lead:Mehdi Sadri City of Renton IT Division 1055 South Grady Way Renton, WA 98057 425-430-6886 Msadri@rentonwa.gov Local Contact:Greg Ryan Transportation Maintenance Division 3555 NE 2nd ST Bldg. B Renton, WA 98056 425-430-743 gryan@rentonwa.gov Contract Administrator:Martin Pastucha City of Renton 1055 South Grady Way Renton, WA 98057 425-430-6400 mpastucha@rentonwa.gov AGENDA ITEM #1. a) ) )J J J ) J j J ) ) J Jj)))) )))j j 25' 37'39'43' 48'54'60' 66'66'71'84'1 2 3'128' 153' 154' 176'190' 224' 247'260'276' Riser with Weatherhead T2 T1 T1 T1 T2 T1 T8 T1 T1 T1 T1 T125-TAT1 WSDOT T1 WSDOT T2 WSDOT T2 WSDOT T2 WSDOTT1 WSDOTT225-TA 25-TA Fire Station 15 Pictometry, King County Jj) ))) )))25' 37' 39'153'48' 60'66'71'247' 224' T1 25-TAT1 WSDOT T1 WSDOT T2 WSDOTT2 WSDOT T2 WSDOT T1 WSDOTT2 Pictometry, King County )j J Drawing A o 0 150 30075 Feet 1 inch equals 150 feet 1 inch equals 100 feet Duct Bank (WSDOT) UG Fiber Cable Duct Bank J-BoxJ VaultjHandhole) Legend WSDOT Conduit "AGENDA ITEM #1. a) DRAWING B AGENDA ITEM #1. a) Page 1 WSDOT Contract K1212 CITY Contract KXXX INTERAGENCY AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION AND CITY OF RENTON THIS INTERAGENCY AGREEMENT NO. K1212 is made and entered into by and between the WASHINGTON STATE DEPARTMENT OF TRANSPORTATION, hereinafter referred to as ("WSDOT”) and the City of Renton, hereinafter referred to as the ("City"). WSDOT and the City are referred to collectively in this Agreement as the “Parties.” I. RECITALS A. WHEREAS, WSDOT has the fiber optic cable, personnel, and expertise to install, operate, and maintain fiber optic cable and has excess conduits available to allow the City to use for the term of this contracts for specified City purposes; B. WHEREAS, WSDOT has agreements with other Cities of use of their Right of Ways for Fiber installation; C. WHEREAS, the City has identified a need to share resources and/or facilities for the installation of fiber or telecommunication equipment or services; D. WHEREAS, it is in the interest of City and WSDOT to enter into this Agreement and City and WSDOT are authorized to enter into this Agreement pursuant to RCW 39.34.030. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performances contained herein, IT IS MUTUALLY AGREED THAT: II. PURPOSE It is the purpose of this Agreement to formalize the roles and responsibilities between City and WSDOT for sharing right of way, resources and/or sharing facilities for installing fiber or telecommunications equipment or service for City of Renton Network communications as specified in Section III STATEMENT OF WORK. III. STATEMENT OF WORK A. WSDOT and City mutually agree: (1) The Parties shall work cooperative to resolve problems or issues arising under this Agreement in a timely manner B. WSDOT agrees to provide: (1) Access to the Conduits to install fiber optic cable on NE 30th ST bridge over I-405 in Renton, per the attached drawing identified as Drawing A. (2) Provide access to WSDOT owned vaults and pull boxes specific to NE 30th ST bridge over I- 405 in Renton at no cost to City as WSDOT’s contribution to the project. (3) WSDOT will install locate wire and mule tape with fiber optic cable for future fiber cable installation along Talbot Rd S from Grady Way to I-405. City will provide locates along Talbot Rd S. C. City agrees to provide: AGENDA ITEM #1. a) Page 2 WSDOT Contract K1212 CITY Contract KXXX (1) Access to conduit and pull boxes along Talbot Rd S in Renton for WSDOT to install fiber optic cable for connection to WSDOT Tolling office located at 1400 Talbot Rd S, Renton, WA 98055. City is not responsible for payment or work contracted by WSDOT as identified in Drawing B, attached. (2) WSDOT access to install conduit, fiber optic cable from City pull box to WSDOT vault at Talbot RD S and S Renton Village Place. (3) WSDOT access to install conduit, fiber optic cable from City pull box to Vault near the building entrance at 1400 Talbot Rd S, vault 300 feet south of Grady Way and Talbot Road S Intersection. (4) City will install locate wire and mule tape for future fiber optic installation into all conduits shared by WSDOT and CITY, and WSDOT will provide locates for all conduit in WSDOT Right of Way. IV. MAINTENANCE AND REPAIR Fiber installed and maintained by WSDOT and City will be kept and maintained in a safe manner and in good order and repair. WSDOT will notify City within five (5) business days for any scheduled maintenance and/or repairs. For emergency repairs, WSDOT will inform City as soon as possible of any emergency work performed, and will provide all relevant information such as, but not limited to, the nature of the emergency, the locations where repairs were performed, and whether continuing work is required. V. ADDITIONAL WORK Additional work beyond the scope of work identified in Section III Statement of Work will require a written amendment to this Agreement as specified in Section XV Agreement Alterations and Amendments. VI. OWNERSHIP OF IMPROVEMENTS WSDOT shall own the Fiber installed by WSDOT. Should WSDOT abandon the fiber, ownership of the fiber strands as identified in Section III Subsection B number (1) shall revert to City. Any such abandonment shall be agreed upon in writing by both parties. City shall own the Fiber installed by City. Should City abandon the fiber, ownership of the fiber strands as identified in Section III Subsection B number (1) shall revert to WSDOT. Any such abandonment shall be agreed upon in writing by both parties. VII. PERIOD OF PERFORMANCE The initial period of performance shall be ten (10) years commencing upon execution of this agreement. This Agreement’s term may be extended by two (2) additional ten (10) year terms by the mutual written agreement of the parties. VIII. OVERHEAD / INDIRECT / ADMINISTRATIVE FEES If additional work is needed as stated in Section V, then the current Indirect Cost Rate will be applied and will cover all administration costs. The Indirect Cost Rate is subject to change July 1 of each year. IX. PAYMENT There currently will be no exchange of funds between City and WSDOT for this project, however there may be future work (as noted in Section V) between the agencies that may negotiate a monthly AGENDA ITEM #1. a) Page 3 WSDOT Contract K1212 CITY Contract KXXX sum for the ongoing maintenance costs plus the then current ICR at the time of invoicing and the performance of all things necessary for, or incidental to the work as set forth in the Statement of Work. There will be no further compensation between WSDOT and City unless otherwise agreed to in writing and amended per the terms of Section XV Agreement Alterations and Amendments. X. BILLING PROCEDURE If any future work is needed by either WSDOT or the City as noted in Section V, WSDOT or the City shall submit an invoice to the respective agency for the monthly payment for future work plus the ICR identified in VIII OVERHEAD / INDIRECT/ ADMINSTRATIVE FEES under this Agreement. WSDOT or the City shall remit payment to the respective agency as identified in Exhibit A Contacts. XI. CONTRACT COMPLIANCE At no time will City cause WSDOT to be in breach of any contract in connection with the Fiber. Should such a breach occur, City will be responsible for reimbursing WSDOT for all costs and damages associated with resolving any breach, including reasonable attorney’s fees and costs. At no time will WSDOT cause City to be in breach of any contract in connection with the Fiber. Should such a breach occur, WSDOT will be responsible for reimbursing City for all costs and damages associated with resolving any breach, including reasonable attorney’s fees and costs. XII. RECORDS MAINTENANCE The parties to this Agreement shall each maintain books, records, documents and other evidence which sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the work described herein. These records shall be subject to inspection, review or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. Each Party is subject to the State Archivist retention schedules RCW Title 40. All books, records, documents, and other material relevant to this Agreement will be retained for not less than six (6) years after expiration and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties shall have full access and the right to examine any of these materials during this period. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. Each Party to this Agreement is subject to the Washington State Public Records Act RCW Chapter 42.56 (PRA). The records provided to the other party in the course of this Agreement may be considered public records and may need to be disclosed unless there is an exemption under the law. Therefore, to the extent either party determines it necessary to disclose records provided / furnished by the other Party to this Agreement, the Party receiving the PRA request will provide at least 10 business days written 3rd party notice pursuant to RCW 42.56.540 to the other Party, for that party to determine whether or not they believe that said records need to be protected from disclosure, and whether the Party receiving 3rd party notice will, at its own expense, seek judicial protection to prevent or limit disclosure of some or all the records. AGENDA ITEM #1. a) Page 4 WSDOT Contract K1212 CITY Contract KXXX XIII. INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party. XIV. AGREEMENT ALTERATIONS AND AMENDMENTS This Agreement may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. XV. TERMINATION A. Termination for Convenience Either party may terminate this Agreement upon ninety (90) days' prior written notification to the other party. 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. Should termination be within the initial 17 month term, all unamortized costs incurred as part of any fiber installation prior to the termination effective date will be reimbursed to the respective party. B. Termination for Cause If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the other party written notice of such failure or violation. The responsible party will be given the opportunity to initiate a correction of the violation or failure within 15 calendar days. If failure or violation is not corrected within the mutually agreed upon time period, this Agreement may be terminated immediately by written notice of the aggrieved party to the other. XVI. DISPUTES In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this Agreement 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, agreement terms and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on the parties hereto. As an alternative to this process, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control. XVII. GOVERNANCE This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: A. Applicable state and federal statutes and rules; B. Statement of work; and C. Any other provisions of the Agreement, including materials incorporated by reference. AGENDA ITEM #1. a) Page 5 WSDOT Contract K1212 CITY Contract KXXX XVIII. ASSIGNMENT The work to be provided under this Agreement, and any claim arising thereunder, is not assignable or delegable by either party in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. All transactions conducted pursuant to the authority of the Contract shall be bound by all the terms, conditions, Prices and Price discounts set forth herein, notwithstanding the assignment of this contract. XIX. WAIVER A failure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original Agreement. A failure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original Agreement. XX. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this agreement, and to this end the provisions of this Agreement are declared to be severable. XXI. CONTRACT MANAGEMENT Contact Information All contact information for the management of this agreement shall be identified in Exhibit A, attached hereto and by this reference made a part hereof. Exhibit A may be updated by either party for their agency only and shall be submitted in writing or electronic mail to the other party by the Contract Administrators. Any update to Attachment A shall state the effective date of said update. Contract Managers The Contract Managers for both WSDOT and City identified in Exhibit A shall be the primary contact for ALL communications and billings for the performance of this Agreement. The Contract Managers shall be responsible for the daily performance and technical oversight of this Agreement on behalf of WSDOT and City. Project Managers The WSDOT Project Manager identified in Exhibit A shall be lead for WSDOT on all technical and troubleshooting issues regarding the performance of this Agreement. The WSDOT Project Manager shall be responsible for facilitating with the CITY Project Manager for any interagency technical communications and/or coordination necessary with this Agreement. The CITY Project Manager identified in Exhibit A shall be lead for CITY on all technical and troubleshooting issues regarding the performance of this Agreement. CITY Project Manager shall be responsible for facilitating with the WSDOT Project Manager any interagency technical communications and/or coordination necessary with this Agreement. AGENDA ITEM #1. a) Page 6 WSDOT Contract K1212 CITY Contract KXXX XXII. GENERAL Exhibits and Attachments All exhibits, attachments, and documents referenced in this contract are hereby incorporated into this Agreement. Agreement Execution The signatories to this Agreement represent that they have the authority to bind their respective organizations to this Agreement XXIII.ALL WRITINGS CONTAINED HEREIN. This Agreement contains all the terms and conditions agreed upon by the parties. 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. IN WITNESS WHEREOF, the parties have executed this Agreement. State of Washington Department of Transportation _______________________________ Matthew Modarelli, CIO & Director Information Technology Division ________________________________ Date City of Renton _______________________________ Mayor Armondo Pavone _______________________________ Date Attest _____________________________ Jason A. Seth City Clerk Approved as to Legal Form By: __________________________ Enter City Attorney Name Enter City Attorney Title AGENDA ITEM #1. a) 1 CITY OF RENTON, WASHINGTON RESOLUTION NO. _______ A RESOLUTION OF THE CITY OF RENTON, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO ENTER INTO AN INTERLOCAL AGREEMENT WITH WASHINGTON STATE DEPARTMENT OF TRANSPORTATION (“WSDOT”) REGARDING FIBER OPTIC AND TELECOMMUNICATIONS EQUIPMENT OR SERVICE. WHEREAS, the City and WSDOT are authorized, pursuant to RCW Chapter 39.34, the Interlocal Cooperation Act, to enter into an interlocal government cooperative agreement; and WHEREAS, WSDOT has the fiber optic cable, personnel, and expertise to install, operate, and maintain fiber optic cable, and has excess conduits available to allow the City to use for certain City purposes; and WHEREAS, WSDOT has agreements with other cities to use of their right‐of‐ways for fiber installation; and WHEREAS, the City and WSDOT have identified a need to share resources and/or facilities for the installation of fiber or telecommunication equipment or services; and WHEREAS, it is necessary to enter into an interlocal agreement to formalize the roles and responsibilities between the City and WSDOT for sharing right‐of‐way, resources and/or sharing facilities for installing fiber or telecommunications equipment or service for City of Renton network communications; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DO RESOLVE AS FOLLOWS: AGENDA ITEM #1. a) RESOLUTION NO. _______ 2 SECTION I. The Mayor and City Clerk are hereby authorized to enter into an interlocal agreement with WSDOT regarding fiber optic and telecommunications equipment or service, attached hereto as Exhibit “A” and incorporated by this reference. PASSED BY THE CITY COUNCIL this ______ day of _____________________, 2020. ______________________________ Jason A. Seth, City Clerk APPROVED BY THE MAYOR this ______ day of _____________________, 2020. ______________________________ Armondo Pavone, Mayor Approved as to form: ______________________________ Shane Moloney, City Attorney RES.1809:10/19/2020 AGENDA ITEM #1. a) RESOLUTION NO. _______ 3 EXHIBIT “A” INTERAGENCY AGREEMENT NO. K1212 BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION AND CITY OF RENTON AGENDA ITEM #1. a) Page 1 WSDOT Contract K1212 CITY Contract KXXX INTERAGENCY AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION AND CITY OF RENTON THIS INTERAGENCY AGREEMENT NO. K1212 is made and entered into by and between the WASHINGTON STATE DEPARTMENT OF TRANSPORTATION, hereinafter referred to as ("WSDOT”) and the City of Renton, hereinafter referred to as the ("City"). WSDOT and the City are referred to collectively in this Agreement as the “Parties.” I. RECITALS A. WHEREAS, WSDOT has the fiber optic cable, personnel, and expertise to install, operate, and maintain fiber optic cable and has excess conduits available to allow the City to use for the term of this contracts for specified City purposes; B. WHEREAS, WSDOT has agreements with other Cities of use of their Right of Ways for Fiber installation; C. WHEREAS, the City has identified a need to share resources and/or facilities for the installation of fiber or telecommunication equipment or services; D. WHEREAS, it is in the interest of City and WSDOT to enter into this Agreement and City and WSDOT are authorized to enter into this Agreement pursuant to RCW 39.34.030. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performances contained herein, IT IS MUTUALLY AGREED THAT: II. PURPOSE It is the purpose of this Agreement to formalize the roles and responsibilities between City and WSDOT for sharing right of way, resources and/or sharing facilities for installing fiber or telecommunications equipment or service for City of Renton Network communications as specified in Section III STATEMENT OF WORK. III. STATEMENT OF WORK A. WSDOT and City mutually agree: (1) The Parties shall work cooperative to resolve problems or issues arising under this Agreement in a timely manner B. WSDOT agrees to provide: (1) Access to the Conduits to install fiber optic cable on NE 30th ST bridge over I-405 in Renton, per the attached drawing identified as Drawing A. (2) Provide access to WSDOT owned vaults and pull boxes specific to NE 30th ST bridge over I- 405 in Renton at no cost to City as WSDOT’s contribution to the project. (3) WSDOT will install locate wire and mule tape with fiber optic cable for future fiber cable installation along Talbot Rd S from Grady Way to I-405. City will provide locates along Talbot Rd S. C. City agrees to provide: AGENDA ITEM #1. a) Page 2 WSDOT Contract K1212 CITY Contract KXXX (1)Access to conduit and pull boxes along Talbot Rd S in Renton for WSDOT to install fiber optic cable for connection to WSDOT Tolling office located at 1400 Talbot Rd S, Renton, WA 98055. City is not responsible for payment or work contracted by WSDOT as identified in Drawing B, attached. (2)WSDOT access to install conduit, fiber optic cable from City pull box to WSDOT vault at Talbot RD S and S Renton Village Place. (3)WSDOT access to install conduit, fiber optic cable from City pull box to Vault near the building entrance at 1400 Talbot Rd S, vault 300 feet south of Grady Way and Talbot Road S Intersection. (4)City will install locate wire and mule tape for future fiber optic installation into all conduits shared by WSDOT and CITY, and WSDOT will provide locates for all conduit in WSDOT Right of Way. IV.MAINTENANCE AND REPAIR Fiber installed and maintained by WSDOT and City will be kept and maintained in a safe manner and in good order and repair. WSDOT will notify City within five (5) business days for any scheduled maintenance and/or repairs. For emergency repairs, WSDOT will inform City as soon as possible of any emergency work performed, and will provide all relevant information such as, but not limited to, the nature of the emergency, the locations where repairs were performed, and whether continuing work is required. V.ADDITIONAL WORK Additional work beyond the scope of work identified in Section III Statement of Work will require a written amendment to this Agreement as specified in Section XV Agreement Alterations and Amendments. VI.OWNERSHIP OF IMPROVEMENTS WSDOT shall own the Fiber installed by WSDOT. Should WSDOT abandon the fiber, ownership of the fiber strands as identified in Section III Subsection B number (1) shall revert to City. Any such abandonment shall be agreed upon in writing by both parties. City shall own the Fiber installed by City. Should City abandon the fiber, ownership of the fiber strands as identified in Section III Subsection B number (1) shall revert to WSDOT. Any such abandonment shall be agreed upon in writing by both parties. VII.PERIOD OF PERFORMANCE The initial period of performance shall be ten (10) years commencing upon execution of this agreement. This Agreement’s term may be extended by two (2) additional ten (10) year terms by the mutual written agreement of the parties. VIII.OVERHEAD / INDIRECT / ADMINISTRATIVE FEES If additional work is needed as stated in Section V, then the current Indirect Cost Rate will be applied and will cover all administration costs. The Indirect Cost Rate is subject to change July 1 of each year. IX. PAYMENT There currently will be no exchange of funds between City and WSDOT for this project, however there may be future work (as noted in Section V) between the agencies that may negotiate a monthly AGENDA ITEM #1. a) Page 3 WSDOT Contract K1212 CITY Contract KXXX sum for the ongoing maintenance costs plus the then current ICR at the time of invoicing and the performance of all things necessary for, or incidental to the work as set forth in the Statement of Work. There will be no further compensation between WSDOT and City unless otherwise agreed to in writing and amended per the terms of Section XV Agreement Alterations and Amendments. X. BILLING PROCEDURE If any future work is needed by either WSDOT or the City as noted in Section V, WSDOT or the City shall submit an invoice to the respective agency for the monthly payment for future work plus the ICR identified in VIII OVERHEAD / INDIRECT/ ADMINSTRATIVE FEES under this Agreement. WSDOT or the City shall remit payment to the respective agency as identified in Exhibit A Contacts. XI. CONTRACT COMPLIANCE At no time will City cause WSDOT to be in breach of any contract in connection with the Fiber. Should such a breach occur, City will be responsible for reimbursing WSDOT for all costs and damages associated with resolving any breach, including reasonable attorney’s fees and costs. At no time will WSDOT cause City to be in breach of any contract in connection with the Fiber. Should such a breach occur, WSDOT will be responsible for reimbursing City for all costs and damages associated with resolving any breach, including reasonable attorney’s fees and costs. XII. RECORDS MAINTENANCE The parties to this Agreement shall each maintain books, records, documents and other evidence which sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the work described herein. These records shall be subject to inspection, review or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. Each Party is subject to the State Archivist retention schedules RCW Title 40. All books, records, documents, and other material relevant to this Agreement will be retained for not less than six (6) years after expiration and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties shall have full access and the right to examine any of these materials during this period. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. Each Party to this Agreement is subject to the Washington State Public Records Act RCW Chapter 42.56 (PRA). The records provided to the other party in the course of this Agreement may be considered public records and may need to be disclosed unless there is an exemption under the law. Therefore, to the extent either party determines it necessary to disclose records provided / furnished by the other Party to this Agreement, the Party receiving the PRA request will provide at least 10 business days written 3rd party notice pursuant to RCW 42.56.540 to the other Party, for that party to determine whether or not they believe that said records need to be protected from disclosure, and whether the Party receiving 3rd party notice will, at its own expense, seek judicial protection to prevent or limit disclosure of some or all the records. AGENDA ITEM #1. a) Page 4 WSDOT Contract K1212 CITY Contract KXXX XIII. INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party. XIV. AGREEMENT ALTERATIONS AND AMENDMENTS This Agreement may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. XV. TERMINATION A. Termination for Convenience Either party may terminate this Agreement upon ninety (90) days' prior written notification to the other party. 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. Should termination be within the initial 17 month term, all unamortized costs incurred as part of any fiber installation prior to the termination effective date will be reimbursed to the respective party. B. Termination for Cause If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the other party written notice of such failure or violation. The responsible party will be given the opportunity to initiate a correction of the violation or failure within 15 calendar days. If failure or violation is not corrected within the mutually agreed upon time period, this Agreement may be terminated immediately by written notice of the aggrieved party to the other. XVI. DISPUTES In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this Agreement 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, agreement terms and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on the parties hereto. As an alternative to this process, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control. XVII. GOVERNANCE This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: A. Applicable state and federal statutes and rules; B. Statement of work; and C. Any other provisions of the Agreement, including materials incorporated by reference. AGENDA ITEM #1. a) Page 5 WSDOT Contract K1212 CITY Contract KXXX XVIII. ASSIGNMENT The work to be provided under this Agreement, and any claim arising thereunder, is not assignable or delegable by either party in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. All transactions conducted pursuant to the authority of the Contract shall be bound by all the terms, conditions, Prices and Price discounts set forth herein, notwithstanding the assignment of this contract. XIX. WAIVER A failure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original Agreement. A failure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original Agreement. XX. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this agreement, and to this end the provisions of this Agreement are declared to be severable. XXI. CONTRACT MANAGEMENT Contact Information All contact information for the management of this agreement shall be identified in Exhibit A, attached hereto and by this reference made a part hereof. Exhibit A may be updated by either party for their agency only and shall be submitted in writing or electronic mail to the other party by the Contract Administrators. Any update to Attachment A shall state the effective date of said update. Contract Managers The Contract Managers for both WSDOT and City identified in Exhibit A shall be the primary contact for ALL communications and billings for the performance of this Agreement. The Contract Managers shall be responsible for the daily performance and technical oversight of this Agreement on behalf of WSDOT and City. Project Managers The WSDOT Project Manager identified in Exhibit A shall be lead for WSDOT on all technical and troubleshooting issues regarding the performance of this Agreement. The WSDOT Project Manager shall be responsible for facilitating with the CITY Project Manager for any interagency technical communications and/or coordination necessary with this Agreement. The CITY Project Manager identified in Exhibit A shall be lead for CITY on all technical and troubleshooting issues regarding the performance of this Agreement. CITY Project Manager shall be responsible for facilitating with the WSDOT Project Manager any interagency technical communications and/or coordination necessary with this Agreement. AGENDA ITEM #1. a) Page 6 WSDOT Contract K1212 CITY Contract KXXX XXII. GENERAL Exhibits and Attachments All exhibits, attachments, and documents referenced in this contract are hereby incorporated into this Agreement. Agreement Execution The signatories to this Agreement represent that they have the authority to bind their respective organizations to this Agreement XXIII.ALL WRITINGS CONTAINED HEREIN. This Agreement contains all the terms and conditions agreed upon by the parties. 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. IN WITNESS WHEREOF, the parties have executed this Agreement. State of Washington Department of Transportation _______________________________ Matthew Modarelli, CIO & Director Information Technology Division ________________________________ Date City of Renton _______________________________ Mayor Armondo Pavone _______________________________ Date Attest _____________________________ Jason A. Seth City Clerk Approved as to Legal Form By: __________________________ Enter City Attorney Name Enter City Attorney Title AGENDA ITEM #1. a) ) )J J J ) J j J ) ) J Jj)))) )))j j 25' 37'39'43' 48'54'60' 66'66'71'84'1 2 3'128' 153' 154' 176'190' 224' 247'260'276' Riser with Weatherhead T2 T1 T1 T1 T2 T1 T8 T1 T1 T1 T1 T125-TAT1 WSDOT T1 WSDOT T2 WSDOT T2 WSDOT T2 WSDOTT1 WSDOTT225-TA 25-TA Fire Station 15 Pictometry, King County Jj) ))) )))25' 37' 39'153'48' 60'66'71'247' 224' T1 25-TAT1 WSDOT T1 WSDOT T2 WSDOTT2 WSDOT T2 WSDOT T1 WSDOTT2 Pictometry, King County )j J Drawing A o 0 150 30075 Feet 1 inch equals 150 feet 1 inch equals 100 feet Duct Bank (WSDOT) UG Fiber Cable Duct Bank J-BoxJ VaultjHandhole) Legend WSDOT Conduit "AGENDA ITEM #1. a) DRAWING B AGENDA ITEM #1. a) Exhibit A Contact Information Exhibit A Page 1 of 2 WSDOT Contract Number K1196 City of Renton Contract # WSDOT Contract Number: K1212 City of Renton Contract Number: xxxxx Washington State Department of Transportation Only the Contract Signature Authority identified below are authorized to bind WSDOT. Contract Signature Authority: Matthew Modarelli, CIO & Director Information Technology Division PO Box 47430 Olympia, WA 98504-7430 (360) 705-7601 modarm@wsdot.wa.gov Contract / Project Manager: Randy Baker, Network Services Manager Information Technology Division PO Box 47430 Olympia, WA 98504-7430 (360) 705-7787 bakerra@wsdot.wa.gov Technical Contact: Todd Turner, Fiber Optic Systems Manager Information Technology Division PO Box 47430 Olympia, WA 98504-7430 (360) 705-7694 turnert@wsdot.wa.gov Contract Administrator: Carol Kirsch, Contracts Administrator Administrative Services Contracts Office PO Box 47430 Olympia, WA 98504-7430 (360) 705-7547 Kirschc@wsdot.wa.gov Invoicing Office of Information Technology Attn: Invoice Processing Business Unit 7345 Linderson Way SW PO Box 47430 Tumwater, WA 98504-7430 (360) 705-7716 WSDOTOITVendorPayments@wsdot.wa.gov Preferred method of submittal shall be electronic to the email address above. AGENDA ITEM #1. a) Exhibit A Page 2 of 2 WSDOT Contract Number K1196 City of Renton KXXX City of Renton Contract Signature Authority 1: Armondo Pavone, Mayor City of Renton 1055 South Grady Way Renton, WA 98057 425-430-6400 apavone@rentonwa.gov Contract/ Project Manager: Eric Cutshall City of Renton Transportation Maintenance Division 3555 NE 2nd St. Bldg. B Renton, WA 98056 425-430-7423 Ecutshall@rentonwa.gov Technical Lead: Mehdi Sadri City of Renton IT Division 1055 South Grady Way Renton, WA 98057 425-430-6886 Msadri@rentonwa.gov Local Contact: Greg Ryan Transportation Maintenance Division 3555 NE 2nd ST Bldg. B Renton, WA 98056 425-430-743 gryan@rentonwa.gov Contract Administrator: Martin Pastucha City of Renton 1055 South Grady Way Renton, WA 98057 425-430-6400 mpastucha@rentonwa.gov AGENDA ITEM #1. a)