HomeMy WebLinkAboutJoint Fiber Conduit Project with Boise-Meridian-Ada CountyINTERAGENCY AGREEMENT FOR JOINT FIBER CONDUIT PROJECT – PAGE 2
C. In the event of damage to the conduits necessitating repair, the following
procedures shall apply:
i. Upon discovery of conduit damage, the discovering Party shall promptly
notify the other Parties of the damage and the Parties will use their best
efforts to promptly determine which of them shall coordinate the repair.
ii. The Party coordinating the repair will submit invoices to the other Parties
for their share of the repair costs. Each Party shall be responsible for
one-third of the total actual cost of the repair. Undisputed invoices shall
be paid within forty-five (45) days of receipt.
iii. When necessary, a Party may make emergency repairs on property not
owned by any other Party hereto without first notifying the other Parties,
but the nature and extent of the damage, together with reasons explaining
the need for immediate repair, shall be communicated to the other Parties
as soon as reasonably feasible.
5. Relocation. In the event it becomes necessary to transfer, rearrange or relocate any
portion of the conduits or junction boxes comprising this Project, the Parties shall each pay their
one-third share of the costs for such transfer, rearrangement or relocation. The Parties shall use
their best efforts to identify and agree upon an alternate location for the Project.
6. Access and Use.
A. Prior to installation of fiber optic line or any other use of a jointly owned fiber
conduit of this Project, the Party planning the install or other use of the conduit must provide
sixty (60) days’ notice to each of the other Parties per Section 12 of this Agreement.
B. A Party shall not make installation within or otherwise make use of a jointly
owned fiber conduit of this Project in a manner or to an extent that unreasonably impairs another
Party’s ability to make shared use of that conduit for its intended purpose.
7. Liability Insurance. Each Party possesses liability coverage by policy or through a
self-funded liability program administered by that Party’s risk management program. All
Parties, individually, are subject to the Idaho Tort Claims Act, Idaho Code §§ 6-901 – 929. As
of the date of this Agreement, the per-claim limit of liability for all claims under the Idaho Tort
Claims Act is five hundred thousand dollars ($500.000.00). Upon request by any Party, the other
Party shall provide evidence of financial responsibility, in the form of a Certificate of Financial
Responsibility. Nothing in this Agreement shall be deemed to waive any limitations of liability
available to a Party including, but not limited to the Idaho Tort Claims Act.
8. Indemnification. To the extent permitted by Idaho law, each Party to this Agreement
shall indemnify, save and hold harmless the other Parties and their contractors, servants, agents,
volunteers, and employees from any and all losses, claims, actions or judgments for damages or
injury to person or property, and losses and expenses caused or incurred by the Party, its
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INTERAGENCY AGREEMENT FOR JOINT FIBER CONDUIT PROJECT – PAGE 3
contractors, servants, agents, volunteers, and employees during or resulting from the Party’s
performance of its obligations hereunder and not caused by or arising out of the intentional act or
gross negligence of the other Parties or their contractors, servants, agents, volunteers, or
employees. Nothing in this Agreement shall be deemed to waive any limitations of liability
available to a Party including, but not limited to, the Idaho Tort Claims Act.
9. Default. The failure of any Party to comply with any term or condition of this
Agreement shall constitute a breach of this Agreement. The defaulting Party shall have thirty
(30) days after receipt of written notice from another Party of any breach to cure the conditions
specified in the notice, or if the corrections cannot be made within the 30-day period, within a
reasonable time if corrective action is commenced within ten (10) days after the receipt of the
notice.
10. Termination.
A. This Agreement may be terminated for the following reasons:
i. Any Party may terminate this Agreement for convenience or non-
appropriation with sixty (60) days’ written notice to each of the other
Parties; or
ii. If, after the notice provided for in Section 9 of this Agreement, any Party
to this Agreement fails to cure any breach thereof, a non-breaching Party
may elect to terminate this Agreement for cause by informing the
breaching Party in writing of the decision to terminate the Agreement;
provided, however, that any two (2) non-breaching parties may elect to
continue operating under this Agreement to the extent that such operation
is deemed by the non-breaching parties to be possible.
B. In the event of termination due to breach of this Agreement, the breaching Party
shall promptly remove its fiber optics line, if any, from the conduits. Should a breaching Party
fail to promptly remove its fiber lines from the conduits, that Party disclaims any interest or title
to the fiber, and it shall be deemed abandoned and ownership of the fiber will pass at no cost to
the remaining Parties to this Agreement.
C. The Parties agree that if one of them terminates this Agreement for convenience
or through breach, then the terminating Party disclaims any and all ownership interest in the fiber
conduits and junction boxes supplied and installed through this Project and such interest shall
transfer to the remaining Parties to this Agreement.
11. Non-appropriation. The Parties may, solely at its option, and when and if it duly
budgets and appropriates funds therefore from revenues legally available to it for the ensuing
fiscal year, renew this Agreement for additional annual Renewal Terms. Each annual renewal of
this Agreement shall be deemed to be exercised by each of the Parties upon the adoption no later
than September 15 of any year, a budget for the ensuing fiscal year, duly budgeting and
appropriating any and all payments payable by each of the Parties under the Agreement.
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INTERAGENCY AGREEMENT FOR JOINT FIBER CONDUIT PROJECT – PAGE 4
Following the adoption of a budget duly budgeting and appropriating said funds of the ensuing
year, each of the Parties shall deliver to the Parties a written statement certifying that it has duly
budgeted and appropriated said funds for the ensuing year. The due appropriation of funds as
aforesaid shall constitute a valid and enforceable obligation of each of the Parties for the
payment of such funds for the purposes provided herein, and shall not be subject to abatement
for any cause. Each Renewal Term shall commence on October 1 of the fiscal year following
adoption of the budget as provided hereinabove and shall terminate on September 30 of the
following calendar year.
12. Notices. All notices required by this Agreement shall be in writing and deemed
communicated when hand delivered or sent by U.S.P.S. First Class Mail, postage prepaid, to the
designated representative of each Party as follows:
City of Boise:
Tyson Sessions, IT Department
150 N. Capitol Blvd.
Boise, ID 83701
City of Meridian:
Dave Tiede, IT Department
33 E. Broadway Ave
Meridian, ID 83642
Ada County:
Stephen O’Meara, IT Department
200 W. Front Street
Suite #3269
Boise, ID 83702
13. Effective Date. This Agreement shall become effective upon its execution by each and
every one of the Parties and upon the date of the last Party signature (“Effective Date”).
14. Assignment. No Party may assign its interest in whole or in part in this Agreement
without the written consent of the other Parties. Subject to the foregoing, this Agreement shall
inure to the benefit of and be binding on the successors, heirs, legal representatives and permitted
assigns of the Parties.
15. Severability. If any part or provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining parts or provisions shall
not in any way be affected or impaired thereby and to this end are declared to be severable.
16. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
Facsimile signatures and e-mailed PDF copies of original signatures shall be deemed original
signatures for purposes of this Agreement.
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17. Attorney Fees. In the event of any controversy, claim, suit, proceeding or action being
filed or instituted between the Parties to enforce the terms and conditions of this Agreement, or
arising from the breach of any provision hereof, the prevailing Party or Parties will be entitled to
receive from the other Party or Parties all costs, damages, and expenses, including reasonable
attorneys’ fees (including fees on appeal) incurred by the prevailing Party or Parties. The
prevailing Party or Parties will be that Party or Parties awarded judgment as a result of trial or
arbitration.
18. Limitations on Liability. The Parties agree that nothing contained herein shall be
construed to create a joint venture, partnership, or other similar relationship which might subject
any Party to liability for the debts and/or obligations of the others, except as otherwise expressly
agreed in this Agreement.
19. Waiver, Acknowledgments and Modifications. The failure of a Party or Parties to
insist on strict performance of any provision of this Agreement or to exercise any right or remedy
upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit
such Party or Parties’ right to enforce any provision or exercise any right. No acknowledgments
required hereunder and no modification or waiver of any provision of this Agreement or consent
to depart therefrom shall be effective unless in writing and signed by all affected Parties.
20. Entire Agreement. This Agreement, including its attached exhibit, contains the entire
agreement of the Parties with respect to the subject matter herein and supersedes any and all
other agreements or understandings, oral or written, whether previous to the execution hereof or
contemporaneous herewith.
21. Discrimination Prohibited. In fulfilling its obligations hereunder, no party shall
discriminate against any person on the basis of race, color, religion, sex, sexual orientation,
gender identity/expression, national origin or ancestry, age or disability.
22. Authority to Contract. Each Party has the full power and authority to enter into and
perform this Agreement, and the individual signing this Agreement on behalf of each Party has
been properly authorized and empowered to enter into this Agreement. The persons executing
this Agreement hereby represent that they have authorization to sign on behalf of the respective
Party.
END OF AGREEMENT
SIGNATURE PAGES & EXHIBIT A FOLLOW
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12/11/18
12/11/18
INTERAGENCY AGREEMENT FOR JOINT FIBER CONDUIT PROJECT – EXHIBIT A
EXHIBIT A
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INTERAGENCY AGREEMENT FOR JOINT FIBER CONDUIT PROJECT – EXHIBIT A
Meridian City Council Meeting Agenda November 27, 2018 – Page 77 of 175
City of Boise
Resolution
Agreement
Legal
150 N Capitol Blvd
Boise, ID 83702
(208) 972-8531
TO: Mayor and Council
FROM: Kelley Fleming, Legal
NUMBER: RES-585-18
DATE: December 4, 2018
SUBJECT: Interagency Agreement for Joint Fiber Conduit Project with Meridian and Ada
County
BACKGROUND:
The attached Interagency Agreement for Joint Fiber Conduit Project establishes a partnership
with Ada County and the city of Meridian for the purpose of taking advantage of road work
being performed by ACHD along Pine Street to install conduit for future fiber optic lines at a
reduced cost. Future install of fiber optic lines in this section of conduit is expected to enhance
connectivity to the Ada County Dispatch Center, which is utilized by all parties. The attached
agreement establishes terms and conditions for the joint and equal ownership of the fiber optic
conduits and junction boxes and obligates each party to pay one-third of the costs of maintenance
and repair as such costs may arise.
FINANCIAL IMPACT:
One-third of the amount of any annual maintenance and repair costs
ATTACHMENTS:
Interagency Agreement for Joint Fiber Conduit Project Final Executed Document (PDF)
CITY OF BOISE
Resolution NO. RES-585-18
BY THE COUNCIL CLEGG, LUDWIG, MCLEAN, SANCHEZ,
THOMSON AND WOODINGS
A RESOLUTION APPROVING AN INTERAGENCY AGREEMENT FOR JOINT
FIBER CONDUIT PROJECT, BETWEEN THE CITY OF BOISE CITY
(INFORMATION TECHNOLOGY DEPARTMENT), THE CITY OF MERIDIAN, AND
ADA COUNTY; AUTHORIZING THE MAYOR AND CITY CLERK TO
RESPECTIVELY EXECUTE AND ATTEST SAID AGREEMENT; AND PROVIDING
AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE CITY OF BOISE CITY, IDAHO:
Section 1. That the Interagency Agreement for Joint Fiber Conduit Project, between
the city of Boise City, the city of Meridian, and Ada County, attached hereto and incorporated
herein by reference, be, and the same is hereby, approved as to both form and content.
Section 2. That the Mayor and City Clerk be, and they hereby are, authorized to
respectively execute and attest said Interagency Agreement for and on behalf of the city of Boise
City.
Section 3. That this Resolution shall be in full force and effect immediately upon its
adoption and approval.
ADOPTED by the Council of Boise City, Idaho, on December 11, 2018.
APPROVED by the Mayor of the Boise City, Idaho, on December 11, 2018.
APPROVED:
David H. Bieter, Mayor
ATTEST:
Lynda Lowry, Ex-Officio City Clerk