ITEM 4.18
CITY MANAGER'S REPORT
AUGUST 12, 2024, CITY COUNCIL REGULAR MEETING
ITEM: APROVE FIBER OPTIC COMMUNICATION
INFRASTRUCTURE CONSTRUCTION, OPERATION
AND MAINTENANCE AGREEMENT WITH RIVER
ISLANDS DEVELOPMENT, LLC
RECOMMENDATION: Adopt Resolution Approving a Fiber Optic Infrastructure Construction,
Operation tid Maintenaste Agreement were timer
SUMMARY:
River Islands Development, LLC (River Islands), the developer of the River Islands at Lathrop Project (Project), has constructed fiber optic communications infrastructure, including conduits, boxes, inner ducts, and fiber optic cable (Fiber Infrastructure), within most of the major arterial roadways in the Project. The Fiber Infrastructure will establish communication to facilities owned and operated by the City, Reclamation District 2062 (RD 2062) and River Islands Public Financing Authority (RIPFA) to provide surveillance, monitoring, data collection and remote access.
An agreement is needed to clearly delineate and document the use of the Fiber Infrastructure and to outline policies for its use in the future, including the extension and expansion of the Fiber Infrastructure as the Project continues to develop. In addition, an agreement is needed to determine the terms and conditions for the operation and maintenance of the Fiber Infrastructure.
Staff requests Council approve the Agreement by and Between City of Lathrop and River Islands Development, LLC, for Construction, Operation and Maintenance of Fiber Optic Communication Infrastructure (Agreement), included as Attachment B, and authorize the City Manager to execute the Agreement.
BACKGROUND:
River Islands has constructed the Fiber Infrastructure within most of the major arterial roadways in the Project. The Fiber Infrastructure will establish communication to facilities such as pump stations and traffic signals owned and operated by the City, Reclamation District 2062 (RD 2062) and River Islands Public Financing Authority (RIPFA) to provide surveillance, monitoring, data collection and remote access of these facilities.
CITY MANAGER'S REPORT PAGE 2
AUGUST 12, 2024, CITY COUNCIL REGULAR MEETING
APPROVE FIBER OPTIC COMMUNICATION INFRASTRUCTURE
CONSTRUCTION, OPERATION AND MAINTENANCE AGREEMENT WITH
RIVER ISLANDS DEVELOPMENT, LLC
An agreement is needed to clearly delineate and document the use of the Fiber Infrastructure and to outline policies for its use in the future, including the extension and expansion of the Fiber Infrastructure as the Project continues to develop. In addition, an agreement is needed to determine the terms and conditions for the operation and maintenance of the existing Fiber Infrastructure.
Pursuant to the Agreement, River Islands is responsible to fund and provide the City with a minimum one inch inner duct and 144 strand count single-mode fiber within all existing Fiber Infrastructure conduits in Phase 1 of the Project. For future the cry i direct one pla improvements, the City will direct the placement of conduits and sizing of the fiber optic cable with the improvement plan check process to ensure that proper connection is provided to City facilities at River Islands cost. The City is responsible for making final connections to City facilities, maintaining and operating City Fiber Infrastructure, and furnishing surveillance cameras and other appurtenances.
The initial term of this Agreement is one year with automatic renew each year unless it is terminated through mutual agreement by the City and River Islands or the City determines that the need for the Fiber Infrastructure is no longer necessary.
Staff requests Council approve and authorize the City Manager to execute the Agreement.
REASON FOR RECOMMENDATION:
Communication with City facilities is essential to maintain consistent and safe operation. The Fiber Infrastructure will provide efficient and reliable communication to City facilities and the Agreement will ensure connection and maintenance of the Fiber Infrastructure. Therefore, staff requests Council approve and authorize the City Manager to execute the Agreement.
FISCAL IMPACT:
None
ATTACHMENTS:
A. Resolution Approving a Fiber Optic Communication Infrastructure Construction, Operation and Maintenance Agreement with River Islands Development, LLC
B. Agreement by and Between City of Lathrop, a California Municipal Corporation and River Islands Development, LLC, a Delaware Limited Liability Company for Construction, Operation and Maintenance of Fiber Optic Communication Infrastructure
CITY MANAGER'S REPORT PAGE 3
AUGUST 12, 2024, CITY COUNCIL REGULAR MEETING
APPROVE FIBER OPTIC COMMUNICATION INFRASTRUCTURE
CONSTRUCTION, OPERATION AND MAINTENANCE AGREEMENT WITH
RIVER ISLANDS DEVELOPMENT, LLC
APPROVALS
7/25/2024
Date
City Engineer
7-25-2024
Date
Chief Information Officer
laudang 7/26/2024
Cari James Date
Finance Director
7-25.2024
Michael King Date
Assistant City Manage
2.25.2024
Salvador Navarrete Date
City Attorney
8.5.24 Stephen Salvatore Date
City Manager
RESOLUTION No. 24-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP
APPROVING A FIBER OPTIC COMMUNICATION INFRASTRUCTURE
CONSTRUCTION, OPERATION AND MAINTENANCE AGREEMENT WITH RIVER
ISLANDS DEVELOPMENT, LLC
WHEREAS, River Islands Development, LLC (River Islands), the developer of the River Islands at Lathrop Project (Project), has constructed fiber optic communications infrastructure, including conduits, boxes, inner ducts, and fiber optic cable (Fiber Infrastructure), within most of the major arterial roadways in the Project; and
WHEREAS, the Fiber Infrastructure will establish communication to facilities such as pump stations and traffic signals owned and operated by the City, Reclamation District 2062 (RD 2062) and River Islands Public Financing Authority (RIPFA) to provide surveillance, monitoring, data collection and remote access of these facilities; and
WHEREAS, an agreement is needed to clearly delineate and document the use of the Fiber Infrastructure and to outline policies for its use in the future, including the extension and expansion of the Fiber Infrastructure as the Project continues to develop. In addition, an agreement is needed to determine the terms and conditions for the operation and maintenance of the existing Fiber Infrastructure; and WHEREAS, staff has worked with River Islands to draft the Agreement by and Between City of Lathrop and River Islands Development, LLC, for Construction, Operation and Maintenance of Fiber Optic Communication Infrastructure (Agreement), Attachment B to the City Manager's Report; and WHEREAS, pursuant to the Agreement, River Islands is responsible to fund and provide the City with a minimum one inch inner duct and 144 strand count single- mode fiber within all existing Fiber Infrastructure conduits in Phase 1 of the Project.
For future improvements, the City will direct the placement of conduits and sizing of the fiber optic cable with the improvement plan check process to ensure that proper connection is provided to City facilities at River Islands cost; and WHEREAS, the City is responsible for making final connections to City facilities, maintaining and operating City Fiber Infrastructure, and furnishing surveillance cameras and other appurtenances; and
WHEREAS, the initial term of this Agreement is one year with automatic renew each year unless it is terminated through mutual agreement by the City and River Islands or the City determines that the need for the Fiber Infrastructure is no longer necessary; and
WHEREAS, there is no fiscal impact to the City with this Agreement; and WHEREAS, staff requests Council approve and authorize the City Manager to execute the Agreement.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Lathrop that approves and accepts the following actions:
1. The Agreement by and Between City of Lathrop and River Islands Development, LLC, for Construction, Operation and Maintenance of Fiber Optic Communication Infrastructure is hereby approved.
2. The City Manager, or their designee, is authorized to execute the Agreement by and Between City of Lathrop and River Islands Development, LLC, tor Construction, Operation and Maintenance of Fiber Optic Communication Infrastructure in substantially the form as attached to the August 12, 2024 staff report.
PASSED AND ADOPTED by the City Council of the City of Lathrop this 12th day of August 2024 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney
ATTACHMENT
"B"
AGREEMENT
By and Between
City of Lathrop, a California Municipal Corporation
and
River Islands Development, LLC, a Delaware Limited Liability Company for
Construction, Operation and Maintenance of Fiber Optic Communication Infrastructure This Agreement ("Agreement") is made and entered into on ("Effective Date"), by and between the City of Lathrop, a municipal corporation (hereinafter "CITY") and River Islands Development, LLC, a Delaware limited liability company (hereinafter "RIVER ISLANDS"), together the "PARTIES."
RECITALS
A. RIVER ISLANDS has developed and will continue to develop the River Islands at Lathrop project ("River Islands Project") including the development of fiber optic communications infrastructure within the River Islands Project ("Fiber Infrastructure") for the purpose connecting facilities owned and operated by public agencies within the River Islands Project ("Public Agencies") and to provide access for CITY in connecting facilities owned and operated by CITY.
B. RIVER ISLANDS dedicated Right of Way Easements to CITY and holds the underlying fee title in all locations where RIVER ISLANDS has or intends to install the Fiber Infrastructure. RIVER ISLANDS agrees to install and operate its Fiber Infrastructure in a manner that does not unreasonably interrupt or impede the CITY's use of its Right of Way Easements. Any work related to the Fiber Infrastructure performed within the Right of Way Easement by any party other than CITY will require a CITY encroachment permit.
C. The Fiber Infrastructure includes conduits, connecting vaults/boxes, fiber optic cabling and appurtenances that transverses major streets within the River Islands project.
D. CITY wishes to utilize a portion of the Fiber Infrastructure and RIVER ISLANDS wishes to provide access to the Fiber Infrastructure, including dedication of certain elements of the system.
E. The PARTIES wish to clearly delineate and document the use of the Fiber Infrastructure and to outline policies for its use in the future, including the extension and expansion of the Fiber Instructure as the River Islands project continues to develop.
F. The PARTIES also wish to determine the terms and conditions for the operation and maintenance of the Fiber Infrastructure and to make minor improvements to the existing system to meet the objectives of this Agreement.
1 **** ****
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CITY and RIVER ISLANDS hereby agree as follows:
1. EXISTING AND PLANNED IMPROVEMENT ACQUISITION
The PARTIES agree that it is in the best interest of the PARTIES for the CITY to own and maintain the Fiber Infrastructure that CITY utilizes. The PARTIES acknowledge that major fiber connections shall be made within the joint trench of public roadways, often in common conduits in which a dedicated innerduct for exclusive CITY use shall be provided by RIVER ISLANDS in locations approved by CITY. To this end, RIVER ISLANDS shall provide and dedicate a minimum one inch innerduct within all existing and proposed conduits in Phase 1 of the River Islands project for CITY use. RIVER ISLANDS shall pull a minimum of 144 strand count single-mode fiber through the innerducts at their expense and CITY shall make final splicing and connections at its own cost. RIVER ISLANDS agrees to install and operate its Fiber Infrastructure in a manner that does not interrupt or impede the CITY's use of its Right of Way Easements. Work performed by any party other than CITY within the Right of Way Easement related to the Fiber Infrastructure will require a CITY encroachment permit. Fiber Infrastructure locations and existing and proposed connections within both Phase 1 and Phase 2 of River Islands are as depicted on Exhibit "A" to this Agreement.
2. FUTURE IMPROVEMENT ACQUISITION
As new development occurs within both Phase 1 and Phase 2 of the River Islands project, RIVER ISLANDS shall provide and dedicate one inch minimum innerducts within all future conduits identified by CITY as necessary for CITY use. RIVER ISLANDS agrees to install and operate its Fiber Infrastructure in a manner that does not interrupt or impede the CITY's use of its Right of Way Easements. Work performed by any party other than CITY within the Right of Way Easement related to the Fiber Infrastructure will require a CITY encroachment permit. The major fiber lines for Phase 1 of the River Islands Project are depicted on Exhibit "A" to this Agreement. RIVER ISLANDS shall pull fiber through the innerducts to CITY facilities to the closest vault or box to the facility and tag such fiber in accordance with CITY standards. CITY shall, at its own cost, shall make final splicing and connections to its facilities. Future connections shall be addressed below.
a. Required Improvements: RIVER ISLANDS shall provide conduit, innerducts, fiber and other required facilities in accordance with the most recently adopted City Standards and Standard Details.
b. Direction for Future Improvements: CITY shall provide direction through the plan check process for joint trench improvement plans as to the location of the required facilities, including the placement of conduit along major arterial and collector streets where CITY infrastructure is proposed. Service drops shall 2 also be required to each CITY facility proposed for interconnection. These facilities shall include, but not be limited to: traffic signals, pedestrian hybrid signals, sewer lift and pump stations, water tanks and booster pump stations, surveillance cameras and equipment, license plate reader cameras and equipment, and service to public parks and other open space areas under CITY'S ownership control or other areas under mutual agreement of the PARTIES fiber service connectivity is required.
c. CITY Responsibilities: CITY shall be responsible for splicing, making final connections, energizing, inspecting, maintaining and operating all new fiber connections through newly constructed infrastructure provided by RIVER ISLANDS for CITY fiber only. CITY shall purchase and install any surveillance cameras and appurtenances at its own cost and install any fiber connections to those cameras and appurtenances at its own cost, including in public parks. Finally, CITY shall also provide notice to RIVER ISLANDS as to the timing of fiber installation and energization.
d. RIVER ISLANDS Responsibilities: RIVER ISLANDS shall be responsible for maintaining the conduits, boxes and other required facilities to support CITY's innerducts and fiber optic cable within the River Islands Project.
RIVER ISLANDS shall be responsible for the repair and/or replacement of any fiber optic facilities within the River Islands Project, not to include CITY innerduct and fiber optic cable, if the system is damaged or destroyed.
RIVER ISLANDS shall facilitate and fund the repair and/or replacement of such systems within the River Islands Project, except for the CITY innerduct and fiber optic cable, if the system is damaged or destroyed.
TERM
a. Initial Term. The initial term of this Agreement shall be one (1) year from the execution date of the PARTIES.
b. Agreement Renewal and Termination. This Agreement shall automatically renew each year subsequent to the initial term into perpetuity unless it is: (i) terminated by mutual agreement of PARTIES in writing; (ii) notwithstanding Section 6.b herein, the Agreement is terminated as a whole by a Court of competent jurisdiction as being unlawful: (iii) the need for the Fiber Infrastructure is no longer necessary as deemed by CITY, in which any fiber and associated appurtenances dedicated to CITY shall be relinquished to RIVER ISLANDS or its designated Public Agencies within 180 days of such determination by CITY.
WARRANTIES
a. The PARTIES each acknowledge and represent that it is duly organized, validly existing and in good standing and has the right, power and authority to enter into 3 this Agreement and bind itself hereto through the party set forth as signatory for the party below.
b RIVER ISLANDS represents, warrants and agrees that: (i) River Islands solely owns the Fiber Infrastructure, including conduits as it currently exists at the time of execution of this Agreement that are not accepted by CITY; (ii) for any Fiber Infrastructure not accepted by CITY, the Fiber Infrastructure shall not be encumbered by any liens, restrictions, mortgages, covenants, conditions, easements, leases, or any other agreements of record or not of record, which would adversely affect CITY'S use of the Fiber Infrastructure for its intended use; (iii) RIVER ISLANDS execution and performance of this Agreement will not violate any laws, ordinances, covenants or the provisions of any mortgage, lease or other agreement binding on RIVER ISLANDS; and (iv) if any portion of the Fiber Infrastructure is encumbered by a deed to secure a debt, mortgage or other ecurity interest, then RIVER ISLANDS shall provide promptly to CITY:
utually agreeable subordination, non-disturbance and attornment agreemen executed by RIVER ISLANDS and the holder of such security interest.
NOTICES
All notices, requests and demands hereunder shall be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered.
Notices will be addressed to the parties as follows:
If to CITY: City of Lathrop And to: City of Lathrop
Attn: City Engineer Attn: City Clerk
390 Towne Centre Drive 390 Towne Centre Drive
Lathrop, CA 95330 Lathrop, CA 95330
If to RIVER River Islands Development, LLC
ISLANDS: Attn: President
73 W. Stewart Road
Lathrop, CA 95330
MISCELLANEOUS PROVISIONS
This Agreement constitutes the entire agreement between PARTIES hereto with respect to the subject matter hereof and supersedes all prior understandings or agreements with respect to the subject matter hereof. This Agreement may be modified only by written documents signed by all PARTIES.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. If any term, covenant, condition or provision of this 4 Agreement, or the application thereto to any person or circumstance, shall to any extent be held by a court of competent jurisdiction or rendered by the adoption of a statute by the State of California or the United States invalid, void or unenforceable, the remainder of the terms, covenant, conditions or provisions of this Agreement, or the application thereto to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
C. RIVER ISLANDS may assign this Agreement to Lathrop Irrigation District (LID), Island Reclamation District 2062 (RD 2062) or River Islands Public Financing Authority (RIPFA) without the consent of CITY, upon written notice to CITY. RIVER ISLANDS may assign this Agreement to an Affiliated Party without the consent of CITY, upon written notice to CITY. As used herein, an "Affiliated Party" is any person, entity or organization of which RIVER ISLANDS and/or its constituent general partners has a controlling interest. As used herein, "controlling interest" means the right to control the management decision of a person or entity, whether by contract or otherwise. RIVER ISLANDS shall not assign this Agreement to any other public agency or non- affiliated party without the prior written consent of CITY. The terms of this Agreement shall apply to and bind the assignees of RIVER ISLANDS, and any assignees of RIVER ISLANDS shall accept and assume all liability hereunder from the date of any such assignment.
In witness whereof, the City of Lathrop and River Islands Development, LLC, have executed this Agreement as of the Effective Date.
ATTEST: CITY OF LATHROP, a Municipal
Corporation of the State of California
BY: BY:
Teresa Vargas Stephen J. Salvatore
City Clerk City Manager
APPROVED AS TO FORM BY THE CITY OF LATHROP CITY ATTORNEY:
BY:
Salvador V. Navarrete
City Attorney
5 RIVER ISLANDS DEVELOPMENT, LLC,
a Delaware limited liability company
BY:
Susan Dell'Osso
President
6 EXHIBIT A
EXISTING AND FUTURE FIBER INFRASTRUCTURE LOCATIONS
PHASES 1 AND 2 OF RIVER ISLANDS
7 PARADISE,
_CUT (
VILLAGE
WEST
HARBOR
EAST
TUTE LPS)
TRANSIT
ORIENTED
DEVELOPMENT
EMPLOYMENT. Tere wre
CENTER
LEGEND
EXHIBIT "A"
RIVER PUMP STATION CANAL OUTFALL MANIFOLD SEWER PUMP STATION
WATER TANKBOOSTER PUMP STATION CANAL PUMP STATION EXISTING FIBER NETWORK
RIVER ISLANDS FIBER INFRASTRUCTURE SHEET
SEWER LIFT STATION FLUSHING STATION PROPOSED FIBER NETWORK
RIVER ISLANDS DEVELOPMENT, LLC
LAKE PUMP STATION TRAFFIC SIGNAL PROPOSED DUAL FIBER NETWORKS RIVER ISLANDS AT LATHROP CITY OF LATHROP SAN JOAQUIN COUNTY CALIFORNIA OF 1 SHEETS