HomeMy WebLinkAboutContract • CAG-13-025
CONDUIT USE AGREEMENT
Between
CITY OF RENTON
AND
COMCAST OF WASHINGTON IV, INC. & COMCAST OF
CALIFORNIA/COLORADO/WASHINGTON I, INC., JOINTLY
This Conduit Use Agreement ("Agreement") is effective on the later date executed by both
parties ("Effective Date") and is entered into by and between the City of Renton (the "Renton"),
a noncharter code city under RCW 35A, and a municipal corporation of the State of Washington,
and Comcast of Washington IV, Inc. & Comcast of California/Colorado/Washington I, Inc.,
corporations of the State of Washington(jointly known as"Comcast").
Recitals
WHEREAS, the Renton has entered into a lease of Carco Theatre to the Renton's designated
Public Access provider, Puget Sound Access (PSA), and
WHEREAS, Comcast is a Franchised Cable Operator within the City of Renton, pursuant to
Ordinance No. 4412, and
WHEREAS, Comcast has received a request from PSA for multiple services and facilities,
including a PEG feed to Comcast's Headend, direct fiber capability, and cable service, all to
support PSA's proposed move to Carco Theatre, and
WHEREAS, Comcast has reviewed the request and concluded it could facilitate PSA's request
utilizing the existing city-owned conduit pathway that already holds Comcast's facilities
dedicated for Renton's Institutional Network(I-Net), and
WHEREAS, Comcast has requested authorization from Renton to place additional Comcast
facilities within a city-owned conduit'run serving the Community Center/Carco Theatre to
facilitate PSA's request, and
WHEREAS, the specific city conduit pathway addressed herein runs Southeast from the corner
of Wells Ave S/N Riverside, under Houser Way N, State Route 405, and along Cedar River Park
Dr. to the Community Center and the conduit connecting the Community Center and Carco
Theatre, and
WHEREAS, Renton and Comcast each desire to enter into this Conduit Use Agreement in order
to facilitate PSA's move to Carco Theatre,
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the
parties agree as.follows:
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• • II
1. Definition; Notices; Exhibit
As used in this Agreement, the following terms have the following meaning:
1.1 . "Conduit" means pre-existing conduit located in and under the public right-of-
way in the City of Renton, King County, Washington in the specific location described and
depicted on Exhibit A to this Agreement.
1.2 Notice Addresses mean:
If to Renton:
City of Renton
1055 S. Grady Way
Renton, WA 98057
If to Comcast:
Comcast of Washington IV, Inc. & Comcast of
California/Colorado/Washington 1, Inc.
Attn: Engineering
410 Valley Ave., Ste. 9
Puyallup, WA 98371
With a copy to:
Comcast of Washington IV, Inc. & Comcast of
California/Colorado/Washington 1, Inc.
Attn: Engineering
1581525 1h Ave. W.
Lynnwood,WA 98087
2. Conduit Use
2.1 Grant. Subject to the terms and conditions herein, Renton hereby authorizes
Comcast to use and occupy Renton's Conduit running Southeast from the corner of Wells Ave
S/N Riverside, under Houser Way N, State Route 405, and along Cedar River Park Dr. to the
Community Center and the conduit connecting the Renton Community Center and Carco
Theatre, as depicted in Exhibit A,hereinafter incorporated and made part of this Agreement.
2.2 Renton's Reserved Rights. Comcast's use of the Conduit is limited to the right to
occupy and use the space for fiber and coaxial cables to provide I-Net, cable and other services
to Renton's Community Center and Carco Theatre. Renton reserves to itself the sole right to
install other facilities in the Conduit. Additionally, Renton reserves the right to control the
additional space in the Conduit, the vaults, including but not limited to the right to authorize
others to use those facilities, and the right to change, alter, or relocate those facilities so long as
the Comcast's ability to use the Conduit to provide services is not materially impaired.
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2.3 Condition. Comcast understands and expressly accepts the Conduit in "as-is"
condition, and any and all responsibility that comes with that understanding. City expressly
disclaims any representations regarding the condition of the Conduit for Comcast's intended use
and purpose.
2.4. Permitted Use. Comcast shall use the Conduit for the installation and
maintenance of fiber and coaxial cables for the provision of I-Net, cable and'other services to
Renton's Community Center and Carco Theatre pursuant to its Franchise Agreement with
Renton.
2.5 Control of Conduit. Renton reserves the exclusive right to control, use, and
authorize. others to use additional space within the Conduit, including any location where the
Conduit goes through vaults so long as such use does not interfere with Comcast's right to use
and occupy the Conduit.
3. Use Term. The terms and conditions of this agreement are binding upon Renton
and Comcast and their successors and assigns over the remaining term of Comcast's Franchise,
Ordinance No. 4412, and any extensions and renewals thereof.
4. Conditions of Use.
4.1 Comcast shall remove the existing city-owned 200 pair copper phone line from
Renton's Conduit system. Renton will cut and tag the 200 pair phone line at both ends, to ensure
proper identification for Comcast.
4.2 Comcast shall replace the existing 12-count fiber with a new 48-count fiber
dedicated for Renton's I-Net use in the conduit run to the Community Center.
4.3 Comcast shall place a 12-count fiber dedicated for Renton's I-Net use in the
conduit run between the Community Center and Carco Theatre.
4.4 As part of Comcast's Franchise-required complimentary cable service provided to
the Community Center and Carco Theatre, Comcast shall accommodate the reasonable
placement of additional outlets to existing TVs. For purposes of this agreement, "reasonable
placement" shall mean converting existing outlets presently used for satellite TV service to cable
service using existing inside wire, without requiring•additional inside wire or construction
activity. For outlet(s) that cannot be accommodated reasonably, Comcast will have its
authorized commercial installation contractor provide Renton a bid for the outlet(s). Comcast
shall have sole discretion over determinations whether placement of an additional outlet for cable
service is reasonable within the meaning of this paragraph.
4.5 Comcast shall restore Renton's I-Net connection to the Community Center as a
priority after completing the installation of fibers to minimize the downtime of the Community
Center's I-Net connection.
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5. Compliance with Laws. Comcast shall not use or permit its facilities or any part
thereof to be used for any purpose in violation of any local, state or federal law or regulation.
6. Maintenance; Utilities.
6.1 Renton's Responsibilities. Renton shall maintain the Conduit and the shared
areas of the vaults in reasonably good condition similar to like city-owned facilities located
underground in Renton's right-of-way.
6.2 Comcast's Responsibilities. At its sole cost and expense, Comcast shall be
responsible for maintenance of all fiber and coaxial cables installed in the Conduit and the
maintenance of any additional facilities necessary for Comcast's offering of services, as allowed
under this Agreement. Comcast shall at all times have reasonable access to all vaults and
Conduit necessary to make repairs and maintain services transported over its facilities.
7. Comcast's Indemnification and Release.
7.1 Indemnification. To the fullest extent allowed by law, Comcast shall indemnify,
defend and save Renton, Renton's elected officials, officers, agents, employees and contractors
from all claims, suits, losses, damages, fines, penalties, liabilities and expenses (including
Renton's actual and reasonable personnel and overhead costs and attorneys' fees, litigation costs
and fees, and other costs incurred in connection with claims, regardless of whether such claims
involve litigation) resulting from any actual or alleged injury (including death) of any person or
from any actual or alleged loss of or damage to, any property to the extent arising out of or in
connection with (i) Comcast's use of the fiber and coax cables installed in the Conduit or
(ii) Comcast's breach of its obligations hereunder. Comcast agrees that the foregoing indemnity
specifically covers actions brought by its own employees. The foregoing indemnity is
specifically and expressly intended to, constitute a waiver of Comcast's immunity under
Washington's Industrial Insurance Act, RCW Title 51, to the extent necessary to provide Renton
with a full and complete indemnity from claims made by Comcast and its employees, to the
extent of their negligence. Comcast shall promptly notify Renton of casualties or accidents
occurring in or about the Conduit. RENTON AND COMCAST ACKNOWLEDGE THAT
THEY SPECIFICALLY NEGOTIATED AND AGREED UPON THE INDEMNIFICATION
PROVISIONS OF THIS AGREEMENT.
7.2 Comcast's Release of Claims. Comcast's installation of its facilities and
equipment in the Conduit and use of the Conduit and adjoining vaults is completely at Comcast's
sole risk. Comcast hereby fully and completely waives and releases all claims against Renton for
any bodily injury, losses or other damages sustained by Comcast or any person claiming through
Comcast, as an official, agent, employee, contractor, volunteer, invitee or guest, resulting from
any damage to Comcast's property, or any accident or occurrence in or upon the Conduit,
including but not limited to damages resulting from any defect in or failure of the Conduit; any
failure to make repairs; any defect, failure, or interruption of facilities or services; water leakage;
the collapse of any vault component.
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i •
7.3 Insurance Coverayze. Comcast shall secure and maintain insurance that is
consistent with state law and in amounts not less than those specified below:
A. Workers' compensation and employer's liability insurance as required by the
STATE.
B. Commercial general liability and property damage insurance in an aggregate
amount of one million dollars ($1,000,000) for bodily injury, including death
and property damage. The per occurrence amount not less than one million
dollars ($1,000,000).
C. Vehicle liability insurance for any automobile used in an amount of one
million dollar($1,000,000) combined single limit.
Excepting the Workers' Compensation Insurance, the City of Renton will be
named on all policies as a Primary and Non-Contributory additional insured and certificate
holder. Comcast shall furnish the city with verification of insurance and endorsements required
by the agreement. The city reserves the right to require complete, certified copies of all required
insurance policies at any time.
8. Assignment and Subletting. Comcast shall not sublet or encumber the whole or
any part of the Conduit.
9. Modification or Amendment. This Agreement may be modified or amended at
any time by mutual written agreement between the parties.
10. Termination. Renton in its sole discretion may terminate this Agreement, by
notice given in the manner contained herein. If terminated by Renton, Comcast shall no longer
be obliged to provide I-Net, cable and other services to the Renton Community Center or Carco
Theatre.
11. Attorneys' Fees. If either party retains the services of an attorney in connection
with enforcing the terms of this Agreement, each party agrees to bear its own attorneys' fees and
costs.
12. Authority and Liability. Comcast has the requisite power and authority to enter
into this Agreement and perform its obligations hereunder.
13. Force Majeure. Neither party shall be liable for any failure of performance
(including any delay in restoration of service) hereunder due to causes beyond its reasonable
control including any, but not limited to, Acts of God, earthquake, flood, volcanic eruption, fire,
explosion, vandalism, storm, or other similar catastrophes; any law, order, regulation, direction,
decision, action or request of the United States government or the State of Washington;
insurrection; riots or other civil disturbances; or wars.
14. Headings. The section headings used in this Agreement are used for purposes of
convenience and do not alter in any manner the content of the sections.
15. Effective Date. This Agreement shall become effective on the date (the
"Effective Date") on which this Agreement is executed by Renton and Comcast.
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16. Entire Agreement. This Agreement and the Exhibit attached hereto which is
fully and completely incorporated by reference, set forth the entire agreement of Renton and
Comcast concerning the Conduit pathway to the Renton Community Center and Carco Theatre,
and there are no other agreements or understanding, oral or written, between Renton and
Comcast concerning the Conduit. Any subsequent modification or amendment of this
Agreement shall be binding upon Renton and Comcast only if reduced to writing and signed by
both parties.
17. Applicable Law; Venue. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Washington.
18. Dispute Resolution. In the event that one party to this agreement believes the
other party has breached any term of this agreement, the non-offending party shall notify the
other party in writing with specific details regarding the exact nature of the alleged breach. The
offending party shall have the opportunity to respond to the accusation or cure the alleged breach
within 30 calendar days following the receipt of the notice. If the offending party contests any
part of the alleged breach set forth in the notice, the parties shall meet to discuss the dispute or
submit the matter to mediation administered by the American Arbitration Association under its
Commercial Mediation Procedures. The parties shall have 60 calendar days to resolve the dispute
and in the event that resolution is unsuccessful, the parties may then take any action and be
afforded any remedies as allowed under law.
19. Negotiated Agreement. The parties to this agreement acknowledge that it is a
negotiated agreement, that they have had the opportunity to have the Agreement reviewed by
their respective legal counsel, and that the terms and conditions of the Agreement are not to be
construed against any party on the basis of such party's draftsmanship thereof.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year
indicated below.
CITY OF RENTON: COMCAST:
By: By:
Denis Law V Len Rozek, Senior Vice Pr ident
City of Renton °f °� Comcast of Washington IV, Inc. &
Mayor Comcast of Califomia/Colorado/Washington I, Inc.
Attest•
Bonnie Z--;Wal--tjoij City Clerk
"' Page 6 of 8
12 I�l 12 Conduit Space Use�Alreeineni-Final:docx
i STATE OF WASHINGTON )
ss. (Acknowledgement for City of Renton)
COUNTY OF KING )
On this y of 20\before me,the undersigned a Notary Public in and for the
—LL q-rl
State of Washington, duly commissioned and sworn personally appeared 1 L--v, known to me
to be the A—v-, o r of THE CITY OF RENTON, the party that
executed the foregoing instrument as Renton, and acknowledged said instrument to be the free and
voluntary act and deed of said party, for the purposes therein mentioned, and on oath stated that he/she
was authorized to execute said instrument.
SS my an official seal hereto affixed the day and year in the certificate above written.
[Signature] {{{ \ tnled7d JJ
NOTARY PUBLIC in and for the State of Wash�g it did' a" %
:o eoy �,;
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My commission expires PUBoo Z`�
O
STATE OF WASHINGTON ) NZ OF W N !!�{
ss. (Ac 66 for Cw,, - j- wt-A 2¢, l K�
COUNTY OF KING
On this 5[ day of ��/ ,,+,Q, _, 2013,_ before me, a Notary Public in and for the State of
Washington, duly commissioned and sworn,personally appeared -oz j< ,to me known to be the
SCA("'r V 4 ?r,rS;d..4 of i�--eoc f -4- Wiq0- ale, the entity that executed the foregoing instrument as
C a,,,,4- ; and acknowledged to me that he signed the same as the free and voluntary act and deed of
said entity for the uses and purposes therein mentioned and that he was authorized to execute said
instrument for said entity.
WITNESS my hand and official seal the day and year in this certificate above written.
Q.-crn
[Signature) [Printed Name)
NOTARY PUBLIC in and for the State of Washington residing at Svt e how+is In Cn
My commission expires /o - 29 /6
E ON R. COAN RY PUBLIC F WASHINGTON SSiON EXPIRES BER 29. 2016
12 14 12 Conduii Space Use Agteement-Einal.docx Page 7 of 8
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