HomeMy WebLinkAboutAgreement with Fatbeam LLC A 3. Pp.gm
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INFRASTRUCTURE EXCHANGE AGREEMENT
This LNFRASTRUCTURE CONSTRUCTION AND EXCHANGE AGREEMENT (the
"Agreement") is entered into as of this 104.,day of January 2020 (the "Effective Date"), by and
between Fatbeam, LLC, a Washington limited liability company, on behalf of itself and its
Affiliates(collectively,"Private Provider"),and the CITY OF AUBURN,a Washington municipal
corporation (the "City"). Private Provider and the City may be individually referred to in this
Agreement as a"Party,"and collectively as the"Parties."
RECITALS
A. Private Provider is building communications infrastructure in Auburn,Washington.
B. The City owns communications infrastructure in Auburn,Washington.
C. There are locations where the Private Provider is building communications
infrastructure that the City has also identified the need for communications infrastructure. These
locations are identified on Exhibit A and referred to as"City Needed Infrastructure".
D. There are locations where the City owns communications infrastructure that the
Private Provider has identified the need for communications infrastructure. These locations are
identified on Exhibit A and referred to as"Private Provider Desired Infrastructure".
E. The Parties recognize the efficiencies realized in exchanging certain facilities and
are willing to exchange those facilities in accordance with the terms and conditions in this
Agreement.
F. The City has determined that there is a significant benefit to the public in entering
into this agreement as it will provide expanded City communications facilities for intelligent
transportation systems (ITS) that improve traffic operations at no monetary cost to the City and
the agreement also reduces inconveniences to the public caused by the construction of
communications infrastructure by allowing the Private Provider to utilize existing City
communications infrastructure instead of constructing new infrastructure,
G. The Parties agree that the Private Provider will construct the City Needed
Infrastructure and transfer ownership of the same to the City in exchange for the City providing
the Private Provider with a non-exclusive limited license to the Private Provider Desired
Infrastructure. This exchange is of equal mutual benefit and cost burden to the City and the Private
Provider without additional compensation to or from either Party.
H. Nothing in this Agreement is intended to impact,modify,alter,or otherwise amend
in any manner the provisions of Franchise Agreement No. 19-09, granted by City of Auburn
Ordinance No. 6715,to the Private Provider.
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Fatbeam/City of Auburn 9/5/2019
AGREEMENT
In consideration of the mutual promises set forth in this Agreement, the Parties agree as
follows:
ARTICLE 1: CITY NEEDED INFRASTRUCTURE
1.1 Private Provider will construct the City Needed Infrastructure in accordance with
the City's Engineering Design and Construction Standards and within the public rights-of-way.
1.2 Before the City accepts the City Needed Infrastructure for operation and
ownership, the Private Provider agrees to provide the City with Construction Record Drawings
per Section 1-05.18 of the City's Engineering Construction Standards in either electronic or
hardcopy format.
1.3 Before the City accepts the City Needed Infrastructure for operation and
ownership,the Private Provider agrees to execute a Bill of Sale,which the City will prepare this
document for Private Provider's signature, for the City Needed Infrastructure. The Bill of Sale
will provide for the transfer of ownership of the City Needed Infrastructure from the Private
Provider to the City and will further include the following terms:
A. The Private Provider has paid all bills for all labor and material used during
construction of the City Needed Infrastructure or has obtained lien waivers from all
persons who have not been paid for their labor or material.
B. The Private Provider has the right to transfer the City Needed Infrastructure to the City
for the consideration of incorporation into the City's communication system.
C. The Private Provider will warrant the City Needed Infrastructure and defend the same
against lawful claims and demands of all persons for one year from the date the Bill of
Sale is accepted by the City.
1.4 The City will record the executed Bill of Sale. The Private Provider agrees to
defend the ownership of the City against claims of all third parties claiming to own the same or
claiming any interest or encumbrance to the City Needed Infrastructure.
1.5 The warranty period for City Needed Infrastructure will be 1-year and will begin
on the date the City has recorded the Bill of Sale that transfers ownership of the City Needed
Infrastructure to the City.
1.6 During the warranty period,the Private Provider will guarantee the City Needed
Infrastructure against defective design elements,materials, equipment, and workmanship. On
receipt of notice from the City of failure of any part of the design,material, equipment,or
workmanship during the warranty period,the affected part or parts will be re-designed and/or
replaced with new materials or equipment by,and at the expense of,the Private Provider. The
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Private Provider agrees to start work to remedy any defect within seven(7) days of written notice
by the City and will complete the required work within a reasonable period of time.
ARTICLE 2: PRIVATE PROVIDER DESIRED INFRASTRUCTURE
2.1 City grants to Private Provider, and Private Provider accepts from the City,a non-
exclusive license to use the Private Provider Desired Infrastructure as set forth in the attached
Exhibit A. Except in the initial install of cable, splicing, and for events of maintenance, Private
Provider is not permitted to access the Private Provider Desired Infrastructure or any other City
equipment at any location. The license does not include any right on the part of Private Provider
to: (i)own, control,possess,encumber,repair or maintain,lease, sell,or cause or permit any lien
to attach to the Private Provider Desired Infrastructure, any City equipment,or any other
property of the City;or(ii)use or access any of the other innerducts or communications
infrastructure that may be installed at the same location as the Private Provider Desired
Infrastructure. The Private Provider shall install and use flexible innerducts to protect existing
cables and aid in future use of Private Provider Desired conduits.
2.2 The Private Provider may use the Private Provider Desired Infrastructure for any
lawful purpose that does not inhibit or interfere with the City's current or future use of the conduit
or any fiber-optic cables or other cables or wires of the City contained therein,including to provide
telecommunications services for Private Provider's wholesale and/or end user customers, and/or
to sublicense or sublease any one or more of the Private Provider's fiber optic cables or other
cables or wires in such Private Provider Desired Infrastructure to any one or more of Private
Provider's wholesale and/or end user customers. Subject to that sublicense or sublease entity may
be subject to the City of Auburn Franchise Code. Private Provider's use of the City-owned conduit
is subject to the terms of the franchise agreement with the City.
2.3 The City will be responsible for the maintenance and repair of the Private Provider
Desired Infrastructure.However,if any maintenance or repair is required due to fault of the Private
Provider, then the Private Provider will either perform the work in accordance with all city code
and permitting requirements or else reimburse the City for the costs of performing the maintenance
or repair work to the extent that the required maintenance or repairs arose out of the fault of the
Private Provider. The Private Provider will not be required to make any expenditures for
improvements to the property.
2.4 If the City identifies the need to relocate, remove, or modify the Private Provider
Desired Infrastructure the City will give the Private Provider at least 90-days written notice in
advance of the relocation, removal, or modification activity. The Private Provider will take
appropriate measures, including removing its facilities from the Private Provider Desired
Infrastructure, as needed to accommodate the City's activities; provided that prior to Private
Provider's removing of its facilities (including its cables and wires) from the Private Provider
Desired Infrastructure,Private Provider is permitted to install a temporary alternative route or other
construction method for its facilities(including its cables and wires)so as to avoid interruption of
the telecommunications services it provides to its customers. After the City has completed the
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Fatbeam/City of Auburn 9/5/2019
relocation, modification, or removal activities, the Private Provider may re-install its facilities in
the Private Provider Desired Infrastructure in accordance with the terms of this Agreement. The
City will bear no costs for the Private Provider's removal and re-installation of its facilities. The
Private Provider will bear all costs incurred by the City in its relocation,modification, or removal
activities that are caused by the Private Providers use of the Private Provider Desired
Infrastructure.
2.5 Availability of the Private Provider Desired Infrastructure is subject to verification
by the City and Private Provider. The locations, limits, and description of the Private Provider
Desired Infrastructure may be modified by mutual agreement to an amendment to this agreement.
ARTICLE 3: ADDITIONAL TERMS
3.1 Consideration. The Parties agree that the exchange of the City Needed
Infrastructure for the Private Provider's use of the Private Provider's Desired Infrastructure is the
full consideration due to each Party under this Agreement. No contracted for rent will be
provided.
3.2 Term. The term of this Agreement(the"Term") will commence on the Effective
Date and will continue for twenty(20)years or until terminated in accordance with the
Agreement provisions. At the expiration of the twenty(20)year Term,this Agreement will
automatically renew for additional one(1)year terms,unless otherwise terminated in advance.
3.3 Termination. This Agreement may be terminated for convenience by 180 days'
written notice by any Party to the other Party;provided that neither Party may terminate this
Agreement for convenience within the first ten(10)years after the initial Effective Date.
3.4 Default.
A. Event of Default. Any of the following will constitute an event of default
("Default"): (a)a breach of any representation,warranty,covenant,condition,or agreement
that the Party fails to cure within thirty (30) days after written notice; (b) any willful
misrepresentation or warranty made by a Party or in any other instrument provided to one
Party by the other Party proves to be incorrect in any material respect when made; (c) a
proceeding under any bankruptcy, reorganization, arrangement of debts, insolvency, or
receivership law or assignment of benefit of creditors is made by or against a Party; (d) a
Party becomes insolvent;or(e)a Party voluntarily or involuntarily dissolves or is dissolved
or terminates or is terminated.
B. Remedies. In the event of a Default,the non-defaulting party will have the
right to exercise all of the following remedies to the extent applicable: (a) terminate this
Agreement; (b) proceed to enforce the remedies of a secured party under applicable law;
(c) proceed by court action to enforce performance of this Agreement and any remedy
provided for and/or recover all damages of any default, or exercise any other right or
remedy available at law or in equity. On termination under this Section by the non-
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Fatbeam/City of Auburn 9/5/2019
defaulting party,this Agreement will terminate in its entirety automatically.
3.5 Insurance. Beginning on the Effective Date, and continuing through the
expiration of the Term, each Party will procure and maintain in force,at its own expense,
insurance coverage in amounts that a reasonably prudent business person would maintain
considering the obligations of the Parties under this Agreement, but in no event less than
coverage of the following types and limits:
A. Workers' compensation as required by applicable law(s);
B. Employer's liability with minimum limits of$1,000,000 each accident;
C. Commercial General Liability including coverage for (i) premises/operations, (ii)
products/completed operations, (iii) personal injury, (iv) contractual liability, and
(v) explosion, collapse and underground hazards, with limits of not less than
$1,000,000 each occurrence or its equivalent;
a. Contractors and Subcontractors. The Parties shall cause each and every
contractor and subcontractor they hire to provide insurance coverage that
complies with all applicable insurance requirements, except that the contractor
shall have sole responsibility for determining the limits of coverage required to
be obtained by subcontractors. The contractors shall ensure that the Parties are
endorsed as additional insureds on each and every subcontractor's Commercial
General Liability insurance policy using an endorsement at least as broad as
ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed
operations.
D. Automobile liability with minimum limits of$1,000,000 each accident; and
E. Excess or Umbrella Liability, applicable to items (b), (c) and (d), with minimum
limits of$5,000,000,per occurrence.
3.6 Insurance Providers. Each Party will maintain the required insurance coverage
with insurers licensed to conduct business in the applicable jurisdiction(s) and having an AM
Best Rating of A: VII,or equivalent from another recognized rating agency,and each Party will,
upon request,provide the other Party with an insurance certificate confirming compliance with
the requirements of this Article.
In lieu of the insurance requirements as stated above, City represents and warrants to
Private Provider that the City is a member of the Washington Cities Insurance Authority(WCIA),
which is a self-insured pool of municipal corporations in the State of Washington and maintains
liability coverage that is applicable in the event an accident occurs that is deemed attributed to the
negligence of a member.
3.7 Failure to Carry Insurance. In the event either Party fails to maintain the required
insurance coverage or sufficient insurance coverage and,a claim is made or suffered, such Party
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Fatbeam/City of Auburn 9/5/2019
will defend,indemnify and hold harmless the other Party from any and all claims for which the
required insurance would have provided coverage.
3.8 Indemnification. Third-Party Indemnification by Private Provider. Private
Provider agrees to indemnify,defend and hold harmless the City,its elected officials, officers,
managers, employees and agents, from and against all claims, lawsuits, actions,damages, costs
or expenses suffered by any persons due to or arising out of: (i) any injuries or damage to
persons or property to the extent the same are caused by the acts or omissions of Private Provider
in the exercise of its rights or performance of its obligations under this Agreement; (ii) Private
Provider's use of the Private Provider Desired Infrastructure, or(iii)any breach by Private
Provider of its obligations under this Agreement.
3.9 Third-Party Indemnification by the City. The City agrees to indemnify,defend
and hold harmless Private Provider, its Affiliates,and their members,managers, officers,
employees and agents, from and against any and all claims,lawsuits, actions, damages, costs or
expenses suffered by any persons due to or arising out of: (i) any injuries or damage to persons
or property to the extent the same are caused by the acts or omissions of the City in the exercise
of its rights or performance of its obligations under this Agreement;(ii)the City's use of the City
Needed Infrastructure; or(iii) any breach by the City of its obligations under this Agreement.
3.10 RCW 4.24.115. If a court of competent jurisdiction determines that this
Agreement is subject to RCW 4.24.115, then,in the event of liability for damages arising out of
bodily injury to persons or damages to property caused by or resulting from the concurrent
negligence of the Private Provider and the City,its officers,officials, employees, and volunteers,
each Party's liability hereunder shall be only to the extent of the its own negligence. It is further
specifically and expressly understood that the indemnification provided herein constitutes each
Party's waiver of immunity under Industrial Insurance,Title 51 RCW,solely for the purposes of
this indemnification. This waiver has been mutually negotiated by the Parties. The provisions of
this Section shall survive the expiration or termination of this Agreement.
3.11 Procedure. If any third-party claim arise under this Agreement,the indemnified
Party will promptly notify the indemnifying Party of same in writing, and will take action as
necessary to avoid default or other adverse consequences in connection with the claim. The
indemnifying Party will have the right to select counsel and to control the defense and settlement
of the claim;provided,however,that the indemnified Party will be entitled to participate in the
defense of such claim and to employ counsel at its own expense to assist in handling the claim.
The indemnifying Party will not take any action in defense or settlement of the claim that would
negatively impact the indemnified Party without the consent of the indemnified Party. The
indemnified Party will reasonably cooperate with the indemnifying Party in the defense of the
third-party claim,including making its files and personnel reasonably available to the
indemnifying Party,all at the cost and expense of the indemnifying Party.
3.12 Limitations of Liability. Neither Party will be liable to the other for special,
indirect,incidental, consequential, exemplary,or punitive damages arising out of this Agreement
or a Party's use of the Private Provider's Desired Infrastructure of City Needed Infrastructure,
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Fatbeam/City of Auburn 9/5/2019
including economic loss,loss business or profits,or business interruptions,however such may be
caused.
3.13 Assignment. Neither Party may assign or otherwise transfer this Agreement or its
duties and obligations contained in this Agreement without the prior written notice to, and
written consent of,the other,which consent shall not be unreasonably withheld, conditioned or
delayed. This Agreement shall be binding upon and inure to the benefit of the Parties and their
heirs, successors and assigns.
3.14 Public Records Act. The Parties understand and acknowledge that the City is a
government entity,and that Washington law limits the ability of the City to shield from public
disclosure any information given to the City. All documents,reports,memoranda, diagrams,
sketches,plans, surveys,design calculations, working drawings, and any other materials created
or otherwise prepared by the Private Provider as part of their performance of this Agreement
may be subject to the Public Records Act, Chapter 42.56 RCW.
If the Private Provider initiates legal proceedings related to the Public Records Act, or the
City withholds requested records at Private Provider's request,Private Provider will indemnify
and hold the City harmless from and against all costs, attorneys' fees,expenses,liabilities,
damages or other liabilities the City may incur due to the legal proceedings initiated at and/or the
City's withholding of records at Private Provider's request. The City will not be liable to Private
Provider for any loss,cost or expense relating to the disclosure of requested records if Private
Provider fails to obtain legal protection against disclosure and the City releases the records in
good faith.
3.15 Force Majeure. Neither Party will be liable for any failure of performance under
this Agreement because of causes beyond that Party's reasonable control including,but not
limited to, fire,explosion,vandalism, cable cut, flood,storm,or other similar natural disaster,
terrorist acts,insurrection,riot,national emergency,war or other catastrophe,inability to obtain
equipment,material or other supplies because of strike,lockout or work stoppage, or any law,
order,regulation, direction, action or request of any civil or military governmental authority.
Each Party will exercise commercially reasonable efforts to minimize any delay.
3.16 Good Faith Negotiations. Except for actions seeking a temporary restraining
order or injunction, if there is any controversy, disagreement or dispute arising between the
Parties in connection with this Agreement, the Parties will use good faith efforts to resolve the
dispute through negotiation. Either Party shall give the other Party written notice of the dispute
and the Parties will meet and attempt to resolve the dispute within sixty(60)days of the date
from the notice of dispute. All discussions occurring and documents exchanged during
negotiations under this Section are confidential to the extent permitted under law and
inadmissible for any purpose in any legal proceeding involving the Parties;provided that
evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-
discoverable as a result of its use in the negotiation process. If the Parties do not resolve the
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Fatbeam/City of Auburn 9/5/2019
dispute within sixty calendar days from the date of the notice of the dispute,either of the Parties
may pursue any remedy available to it under this Agreement, at law or in equity.
3.17 Governing Law. This Agreement and all matters arising out of this Agreement
will be governed by the laws of the State of Washington and the venue will be King County,
Washington. Each Party waives, to the fullest extent permitted by law, trial by jury of any
disputes, claims or issues arising under this Agreement
3.18 Representations of the Parties. Each Party represents and covenants to the other
Party as follows: (i)the execution and delivery of this Agreement and the performance of its
obligations have been authorized; (ii)this Agreement is a valid and legal agreement binding on
that Party and enforceable in accordance with its terms; (iii)it has the power and authority to
grant the rights it purports to grant and perform the obligations it undertakes to perform pursuant
to this Agreement; (iv)to the best of its knowledge and belief,it is in material compliance with
all laws,rules and regulations and court and governmental orders related to the operation of its
business; and(v)it will comply with all applicable laws and regulations when exercising its
rights and performing its obligations under the Agreement.
3.19 Unless otherwise provided elsewhere in this Agreement, any notice to be given to
either Party under this Agreement will be in writing and directed to the addresses listed
below. Notices will be deemed received (i)the next business day, when sent by reliable,
commercial overnight courier; (ii) three (3) business days after being sent by certified mail,
postage prepaid and return receipt requested; (iii)when actually received,if sent by email
during the business hours of 9:00 a.m. to 5:00 p.m. (recipient's time). Notices received after
5:00 p.m. (recipient's time)will be effective the next business day.
If to Provider: If to City:
Fatbeam,LLC 2065 W. Riverstone Drive City of Auburn
Suite 105 25 W Main St
Coeur d'Alene, ID 83814 Auburn,WA 98001
ATTN: COO ATTN: Scott Nutter
Email: Info@fatbeam.com Email: snutter@auburnwa.gov
With a Copy to: With a Copy to:
SDC FB Holdings, LLC City of Auburn
do SDC Digital Infrastructure Opportunity 25 W Main St
Fund I,L.P. Auburn,WA 98001
3 East 28th Street, 3rd Floor ATTN: Shawn Campbell
New York,NY 10016 Email: scampbell(cLauburnwa.gov
Facsimile: (212)937-4636
Email: TAaron@sdccapitalpartners.com
Attention: Todd M. Aaron
Either Party may change its notice address by giving notice to the other Party in accordance with
this Article.
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Fatbeam/City of Auburn 9/5/2019
3.20 Affiliates. The term"Affiliate(s)"used in this Agreement means any person or
entity who directly or indirectly controls, is controlled by, or is under common control of Private
Provider. As used in this definition,"control"means the possession,directly or indirectly,of the
power to direct or cause the direction of the management or policies of a Party,whether by way
of equity ownership, contract or otherwise.
3.21 Entire Agreement. This Agreement constitutes the entire agreement between the
Parties regarding the subject matter of the Agreement, and supersedes all prior oral or written
agreements between the Parties regarding the subject matter in the Agreement. This Agreement
may not be modified or amended in any manner except by a written document signed by the
Party against whom the modification is sought to be enforced.
3.22 Interpretation. This Agreement and each of the terms and provisions of it have
been explicitly negotiated by the Parties, and the language in all parts of this Agreement will,in
all cases,be construed according to its fair meaning and not strictly for or against either of the
Parties. This Agreement is the joint work product of both Parties, accordingly,in the event of
ambiguity no presumption will be imposed against any Party by reason of document preparation.
The captions and headings in this Agreement are used only for convenience and are not intended
to affect the interpretation of the provisions of this Agreement. This Agreement will be
construed so that wherever applicable the use of the singular number will include the plural
number,and vice versa.
3.23 Severability. If any provision of this Agreement or its application to any person
or circumstance will, for any reason and to any extent,be found invalid or unenforceable,the
remainder of this Agreement and the application of that provision to other persons or
circumstances will not be affected by that determination but will instead continue in full force
and effect,to the extent permitted by law.
3.24 No Waiver. A waiver by either Party at any time of any of its rights regarding a
particular breach or Default of one of the other Party under this Agreement will not be deemed a
permanent waiver of those rights,nor will that waiver be deemed a waiver of any subsequent
breach or Default.
3.25 Survival. Those provisions of this Agreement that by their nature and import
must survive the expiration or earlier termination of this Agreement in order to be given their full
force and effect will so survive and remain enforceable.
3.26 No Third Party Beneficiaries. This Agreement is made and entered into for the
sole benefit of Private Provider and the City. No third party will be deemed to have any rights
under this Agreement; there are no third party beneficiaries to this Agreement.
3.27 Legal Expenses. If any proceeding is brought by a Party to enforce or interpret
any term or provision of the Agreement,the substantially prevailing Party in such proceeding
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Fatbeam/City of Auburn 9/5/2019
will be entitled to recover, in addition to all other relief as set forth in the Agreement, that Party's
reasonable attorneys' and experts' fees and expenses.
3.28 Execution in Counterparts; Electronic Documents. This Agreement may be
executed in several counterparts, each of which will constitute an original, and all of which
will constitute one and the same instrument. Any executed documents sent to the other Parties
in portable document format(pdf) images via email will be considered the same as an original
document.
IN WITNESS WHEREOF, the Parties, intending to be legally bound by, have executed this
Agreement:
PRIVATE PROVIDER: CITY:
Fatbeam, LLC City of Auburn, a Washington municipal
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CITY SWAP AGREEMENT pg. 10
Fatbeam/City of Auburn 9/5/2019
Infrastucture Exchange Agreement- Exhibit A
Private Provider Desired Infrastructure
Approx. Length
Location Limits L.F. Description*
C St SW Ellingson Rd to City M&O Shop (1305 9,806 3" conduit and vaults
C St SW)
M St SE Undercrossing M St from 7th St SE to 3rd st SE 1,543 3" conduit and vaults
W Main St Lund Rd to C St SW 3,008 3" conduit and vaults
3rd St SW Alignment C St SW to S Division St 2,054
1 -1/4"duct,vaults, and
manholes
C St SW Approx. 507 C St NW to 3rd St SW 1,158 1 1/4" duct,vaults, and
manholes
Harvey Rd to Approx. 280 ft east of R
8th St NE 1,776 3" conduit and vaults
St SE
15th St NE/NW Auburn Way N to West Valley 5,000 (+/-) 2" conduit
Highway
Auburn Way S Muckleshoot Plaza to Hemlock Dr 4,266 3" conduit and vaults
Harvey Rd 8th St NE to 15th St NE 2,725 2" conduit and vaults
* Private Provider to install innerduct as feasible in existing conduits.
City Needed Infrastructure
Approx. Length
Location Limits L.F. Description*
A Street SE to Kersey Way Oravetz PI SE from A St SE to Oravetz 14,450 (+/-) 2" conduit and vaults with
Rd SE,Oravetz Rd SE from Oravetz PI 72 ct fiber
SE to Lakeland Hills Way SE, Lakeland
Hills Way SE from Oravetz Rd SE to
Evergreen Way SE, Evergreen Way SE
from Lakeland Hills Way SE to Kersey
Way SE
West Valley Hwy to Approx. 250 west
15th St NW/Terrace Dr of W St NW 5,800 2" conduit and vaults
Auburn Way N to West Valley 2" conduit and vaults with
15th st NE/NW* Highway 500 (+/-) 72 ct fiber
* Private Provider to install City Needed Infrastructure where there are gaps in the City's existing 2" conduit.
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