HomeMy WebLinkAboutIT13-222 - Original - Comcast Cable Communications Management, LLC - Network Connectivity to RFA Data Center - 10/03/2013 ecords Majol em
(CENT WASMINOTON Document
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: Comcast
Vendor Number: 59950
JD Edwards
Number
Contract Number: ` Is 00 I/�
';LPOL
This is assigned by City Clerk's Office
Project Name: Comcast Cable Communications
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract
❑ Other:
Contract Effective Date: 10/3/2013 Termination Date: 10/3/2019
Contract Renewal Notice (Days): 30
Number of days required notice for termination or renewal or amendment
Contract Manager: Sean Kelsey Department: Information Technology
Detail: (i.e. address, location, parcel number, tax id, etc.):
RFA Logistics Center is located at 8320 S. 208th St., Kent, WA 98032
S:Public\RecordsMa nagement\Forms\ContractCover\adcc7832 I 11/08
.K6 - - - --- --
LIMITED LICENSE BETWEEN
THE CITY OF KENT AND COMCAST CABLE COMMUNICATIONS
MANAGEMENT, LLC
PARTIES
THIS LIMITED LICENSE ("License") is made as of this 3 day of Qc-& ,
2013 (the "Effective Date") and is between the CITY OF KENT, a Washington
Municipal Corporation ("City"), and COMCAST CABLE COMMUNICATIONS
MANAGEMENT, LLC, on behalf of its affiliates, (together "Licensee").
RECITALS
1. The Kent Regional Fire Authority ("RFA") is expanding into a new
facility, located at 8320 S. 208th St., Kent, WA 98032("Logistics Center").
2. The Logistics Center requires network connectivity to the data center
owned and operated by City located in City Hall at 220 0' Ave. S., Kent, WA
98032("Data Center"), in order for City to provide Information Technology services
to the RFA at the Logistics Center.
3. The RFA has contracted with Licensee to provide point-to-point
managed service at the Logistics Center.
4. In order to provide the RFA with point-to-point managed service at the
Logistics Center, Licensee must install equipment and pull independent fiber and
wires, cables, and other appurtenant fixtures and equipment necessary or useful
through the City-owned conduit at the Data Center.
S. Licensee has requested that the City grant access for the Licensee to
enter the Data Center to install, maintain, service, and upgrade equipment.
6. The City has agreed to issue this license.
NOW, THEREFORE, THE CITY AND LICENSEE AGREE AS FOLLOWS:
LICENSE
1. License Granted. The City grants this License ("License") for a
period of six (6) years from the Effective Date, this License shall automatically
renew for two (2) successive periods of five (5) years each, provided that there is a
user of Licensee's services at the Logistics Center/Data Center at the beginning of
each renewal term to allow Licensee to install, maintain, service and upgrade
LIMITED LICENSE--Page 1 of 11
(between City of Kent and Comcast)
equipment related to the point-to-point managed service it has contracted to
provide the RFA at the Logistics Center ("Fiber Installation") across, along, in, upon,
and under the City's property and right-of-way described in Exhibit A ("Property").
A general description of the plans and specifications for the Fiber Installation is
attached as Exhibit B ("Improvements"). This License is subject to all the terms
and conditions established below.
2. Entry. Licensee, its employees, agents, and contractors shall gain
access to the Logistics Center/Data Center for the purposes defined in this License
during normal business hours with advance notice by calling (253) 856-4266. If
Licensee needs emergency access outside of normal business hours, it shall call
(253) 856-4616 and make arrangements to gain access at a time that is acceptable
to the City. Licensee must have an escort by City personnel when entering the
Data Center.
3. Damage to Property and Restoration. Licensee shall repair any
damage to the Property caused by the installation, construction, operation,
maintenance, removal, repair, reconstruction, replacement, use, and inspection of
the Improvements on the Property. Upon termination, or expiration of this License,
Licensee shall restore the Property to its original condition prior to the issuance of
the License, other than ordinary wear and tear. Such restoration obligation shall
survive the expiration of this License.
4. Termination. The intent of this License is to authorize Licensee to
install, maintain, service and upgrade equipment related to the point-to-point
managed service it has contracted to provide the RFA at the Logistics Center on the
designated City property and right-of-way. This License does not grant an estate in
the land described as the Property; it is not an easement; it is not a franchise; it is
not exclusive; and it does not exclude the City from full possession of the Property.
This Agreement shall terminate upon the earlier of (a) the expiration of the Term;
or (b) upon notice from the non-Defaulting Party that a Default under this
Agreement has occurred and such Default has not been cured within the applicable
cure period or (c) at City's option, to be exercised in writing by the City on the date
that the City or Comcast no longer provide service to the RFA. Upon receipt of
termination of this License, Licensee is required to remove all Improvements and
restore the Property pursuant to Section 4. If Licensee fails to remove the
Improvements within the allotted time, the City may remove all or part of the
Improvements, restore the Property, and recover the reasonable costs of such
removal and restoration from Licensee. Licensee waives any right it may have to
any claim for damages of any kind incurred as a result of the City's removal of all or
part of the Improvements.
5. Permits Required. The City's grant of this License does not release
Licensee from any of its obligations to obtain and pay for applicable local, state, and
LIMITED LICENSE--Page 2 of 11
(between City of Kent and Comcast)
federal permits necessary to install, construct, operate, maintain, remove, repair,
reconstruct, replace, use, and inspect the Improvements. Licensee's failure to
comply with this Section 6 shall constitute an event of default.
6. Maintenance. Licensee shall maintain the Improvements and
Property in a clean, well-kept, orderly condition to the satisfaction of the City.
Except to the extent of the City's, its employees or contractors gross negligence or
willful misconduct, Licensee shall promptly make repairs at Licensee's cost, as
necessary, to ensure the Improvements and Property are kept in good condition to
the satisfaction of the City.
7. As-Builts. Within sixty (60) days of construction of the
Improvements, Licensee shall provide the City with accurate copies of all record
drawings and maps showing the horizontal and vertical location and configuration of
all located or relocated Improvements within the public right-of-way. Licensee
certifies the accuracy of all record drawings and maps provided to the City.
Licensee shall provide the City with updated record drawings and maps upon
reasonable request.
S. Emergency. In the event of any emergency in which any portion of
the Improvements breaks, becomes damaged, or in any other way becomes an
immediate danger to the property, life, health, or safety of any individual, Licensee
shall promptly take the proper emergency measures to remedy the dangerous
condition without first applying for and obtaining a permit as required by this
License. However, this emergency work shall not relieve Licensee from its
obligation to obtain all permits necessary for this purpose, and Licensee shall apply
for those permits within the next two (2) succeeding business days.
9. Indemnification. Licensee shall comply with the following
indemnification requirements:
9.1 Licensee shall defend, indemnify, and hold the City, its officers,
officials, employees, agents, assigns, and volunteers harmless from any and all
claims, actions, injuries, damages, losses, or suits, including all reasonable court
costs and reasonable attorney fees, arising out of or in connection with the
performance of any of Licensee's rights or obligations granted by this License,
including acts by Licensee's agents, representatives, employees, contractors,
subcontractors, consultants, subconsultants, or assigns, except to the extent
caused by the gross negligence or willful misconduct of the City, its employees,
agents, contractors, or invitees.
9.2 The City's inspection or acceptance of any of Licensee's work
when completed shall not be grounds to avoid any of these covenants of
indemnification.
LIMITED LICENSE--Page 3 of it
(between City of Kent and Comcast)
9.3 These indemnification obligations shall extend to any claim,
action or suit that may be settled by compromise, provided that Licensee shall not
be liable to indemnify the City for any settlement agreed upon without the consent
of Licensee; however, if Licensee consents to the agreed upon settlement, the
Licensee shall indemnify and hold the City harmless as provided for in this Section
10 by reason of that settlement. Moreover, if Licensee refuses to defend the City
against claims by third parties, Licensee shall indemnify the City regardless of
whether the settlement of such claims is made with or without Licensee's consent.
9.4 In the event that Licensee refuses to accept tender of defense in
any claim, action, or suit by a third party pursuant to this Section 10 and if
Licensee's refusal is subsequently determined by a court having jurisdiction (or
such other tribunal that the parties shall agree to decide the matter) to have been a
wrongful refusal, then Licensee shall pay all the City's costs for defense of the
action, including all reasonable legal costs, witness fees, and attorney fees and also
including the City's costs, including all legal costs, witness fees and reasonable
attorney fees, for recovery under this Section 10 indemnification clause.
9.5 The provisions of this Section 10 shall survive the expiration or
termination of this License.
10. Insurance. Licensee shall procure and maintain for the duration of
this License, insurance of the types and in the amounts described below against
claims for injuries to persons or damage to property that may be caused by the
performance of the work by Licensee. Licensee also agrees to require the similar
coverage of its agents, representatives, employees, contractors, subcontractors,
consultants, sub consultants, or assigns performing work under the scope of this
License.
10.1 Before beginning work on the project described in this License,
Licensee shall provide a Certificate of Insurance evidencing:
10.1.1 Automobile Liability insurance with limits no less
than $1,000,000 combined single limit per accident for bodily injury and property
damage; and
10.1.2 Commercial General Liability insurance written on
an occurrence basis with limits no less than $2,000,000 combined single limit per
occurrence and general aggregate for personal injury, bodily injury and property
damage. Coverage shall include but not be limited to: blanket contractual;
products/completed operations/broad form property damage; explosion, collapse
and underground (XCU); and employer's liability.
LIMITED LICENSE--Page 4 of 11
(between City of Kent and Comcast)
10.1.3 Excess Liability insurance with limits not less than
$2,000,000 per occurrence and aggregate.
10.2 Any payment of deductible or self-insured retention shall be the
sole responsibility of Licensee.
10.3 The City of Kent, its officers, officials, employees, agents,
assigns and volunteers shall be named as an additional insured on all policies
(except Professional Liability) as respects work performed by or on behalf of the
Licensee. A copy of the blanket endorsement granting the City additional insured
status shall be attached to the Certificate of Insurance. Licensor waives no rights
and Licensee is not excused from performance if Licensee fails to provide Licensor
with a copy of the endorsement granting the City additional insured status.
10.4 Licensee's insurance shall contain a severability of interests
clause.
10.5 Licensee's insurance shall be primary insurance as respects the
City, but only for losses caused by the acts or omissions of Licensee, including
Licensee's agents, representatives, employees, contractors, subcontractors,
consultants. Notice of cancellation shall be given by the Licensee to the City prior
to cancellation of any coverages in accordance with policy provisions.
11. Modification. This License may not be modified, altered, or amended
unless first approved in writing by the City.
12. Assignment. Licensee shall not assign all or any portion of its rights,
benefits, or privileges, in and under this License without prior written approval of
the City, which approval will not be unreasonably withheld or delayed. Licensee
may, without obtaining City's prior consent, make such assignment to; (1) any
parent, affiliate, or subsidiary of the Licensee; or (ii) any entity which succeeds to
the cable system in which the Property is located, whether by merger, sale or
otherwise. No assignment or other transfer under shall relieve Comcast from any
liability or obligation hereunder.
13. Compliance with Laws. Licensee shall comply with all federal, state,
and municipal laws, rules, and regulations that are applicable to this License.
14. Venue and Jurisdiction. This License shall be construed in accordance
with the laws of the State of Washington. Venue and jurisdiction for the resolution
of disputes shall be in the Superior Court for King County, Washington. In the
event of claim or litigation regarding the enforcement of the terms of this License,
each party shall be responsible for its own legal costs and attorney fees except as
noted in Section 10.
LIMITED LICENSE--Page 5 of 11
(between City of Kent and Comcast)
15. Notices. All notices, requests, demands, or other communications
provided for in this License, unless otherwise noted, shall be in writing and shall be
deemed to have been given when sent by registered or certified mail, return receipt
requested, to the addresses listed below for each party, or to such other person or
address as either party shall designate to the other party in writing:
CITY: LICENSEE:
City of Kent Comcast Cable Communications
Attn: City Clerk Management, LLC
220 Fourth Avenue South 15815 25th Ave W
Kent, WA 98032 Lynnwood, WA 98087
Attn.: Business Services
Comcast Cable Communications, LLC
One Comcast Center
1701 JFK Blvd.
Philadelphia, PA 19103
Attn.: General Counsel
16. No Waiver of Rights. Nothing in this License shall constitute a
waiver of either party's right to challenge any portion of the License that is not in
accordance with applicable federal, state and local laws.
17. Entire Agreement and Effective Date. This License contains the
entire agreement between the parties and, in executing it, the City and Licensee do
not rely upon any statement, promise, or representation, whether oral or written,
not expressed in this License. This License shall be effective upon the last day
executed below (Effective Date).
18. Warranty of Authority to Execute. Each person executing this
License warrants that he/she has the requisite authority to bind the party for whom
that person is executing.
19. Default. Should either party default in the performance of material
provision of this Agreement and fail to correct same within thirty (30) days after
having received notice specifying nature of such default, unless such default is of a
nature that it cannot be completely cured within thirty (30) days, if a cure is not
commenced within such time and thereafter diligently pursued to completion, then
the non-defaulting party may terminate this Agreement and may pursue all other
remedies available to it at law and/or equity.
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20. Limitation of Liability. Neither party shall be liable to the other party
LIMITED LICENSE--Page 6 of 11
(between City of Kent and Comcast)
for any lost profits, special, incidental, punitive, exemplary or consequential
damages, including but not limited to frustration of economic or business
expectations, loss of profits, loss of capital, cost of substitute product(s), facilities
or services, or down time cost, even if advised of the possibility of such damages.
This License is executed and shall become effective on the Effective Date.
CITY ENT Comcast Cable Communications
Management, LLC
By.
Print Name: y:
Its: i D�r�c1�r rant Name: L c2e�
Date: to43/ao13 Its:
Date: ��� ko
P%CivjW AOpen Fdes%1778 Comcset&HFA•Limtlod LteemeAgiocmenftConica.t&KFA Limited Mtsc UsoLt mu Form does
LIMITED LICENSE--Page 7 of 11
(between City of Kent and Comcast)
I
STATE OF WASHINGTON )
ss.
COUNTY OF KING ) 11''
I hereby certify that I know or have satisfactory evidence that me -l(l ri
is the person who appeared before me, and said person acknowledged that he/s e
signed this instrument, on oath stated that he/she iF authorized to �xe�c�,u, e.the
instrument on behalf of the City of Kent as its 1 such
execution to be the free and voluntary act of such party for the uses lid purposes
mentioned in the foregoing instrument.
-Notary Seal Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year first abov written. �^
KOA4C)itl9 U
vy��. EXe:"ii O
i
m i _ - NOTARY PUBLIC, n and fort be State
nue�KV 2 s of Washington, residing at e
n,, s- ,_ .t _ My appointment expires -O� —
'4ua.p0"a Q5
/iilJ'igrE \ys``���
LIMITED LICENSE--Page 8 of it
(between City of Kent and Comcast)
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I hereby certify that I know or have satisfactory evidence that ISO r?0-f"z4- 'j-
�o ie-- is the person who appeared before me, and said person acknowledged
that he/she signed this instrument onon oath stated that he/she is author
execute the instrument on behalf ofh� ,er s#C'e�le �a�m a`s is S ��w
and such execution to be the free and voluntary act of such party for the
uses and purposes mentioned in the foregoing instrument.
-Notary Seal Must Appear Within This Box-
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year first above written.
r SAC ? +�' NOTARY PUBLIC, in and forte State
of Washington, residing at
�6800 My appointment expires 42 —11— ,3ci(o
LIMITED LICENSE--Page 9 of it
(between City of Kent and Comcast)
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
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A
LIMITED LICENSE--Page 10 of 11
(between City of Kent and Comcast)
EXHIBIT B
IMPROVEMENTS
In order to provide connectivity between City Hall and the Logistics Center,
the RFA has contracted with Licensee to provide point-to-point managed service.
This service will be a 10 Mb fiber-optic "pipeline" handed off to the City on either
end from a Comcast switch via Ethernet (RJ45) connection.
To provide the managed service, Licensee will pull independent fiber through
the City-owned conduit at City Hall and coexist as an agent of the RFA. Licensee
will terminate the fiber-optic cable into Ciena 3916 switches owned by Licensee.
The City will provide 2RU of space at each end of the point-to-point service to
accommodate Comcast equipment (Fiber Patch Panel and Ciena switch).
City Hall will have redundant power on UPS and generator backup power.
The Logistics Center will have one UPS power source for their equipment.
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LIMITED LICENSE--Page 11 of 11
(between City of Kent and Comcast)
DATE
(MM1 DDIYVYV)
~� CERTIFICATE OF LIABILITY INSURANCE 1111912013� -THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies) must be endorsed. if SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
MARSH USA INC. NAME -
1717 AfCh Skeet PHONEiFAX
No):
Philadelphia,PA 19103-2797 EMAIL
Attn:Comcast.Ceds@mamh.com Fax:212-948-0360 ADDRESS:
INSURERLS)AFFORDING COVERAGE NAIL
05194-ALL-GAWU-13-14 CCCM LYNNW WA NO NO INSURER A:ACE American Insurance Company 22667
INSURED COMCAST CABLE COMMUNICATIONS iNsugEge: __..
MANAGEMENT,LLC INSURER c: Indemnity Ins Co Of North America 43575
15815 25TH AVE WEST INSURER D
LYNNWOOD,WA 98087
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: CLE-003978331-02 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE AINSR Me DD S e POLICY NUMBER POLICY
DfYYVVY MIWD�tYyYY LIMITS
LTR
GENERAL LIABILITY EACH OCCURRENCE $ 4,900,000
A X XSL G27327643 12l01/2013 12/01/2014 DAMAGE T RENTED 4,900,000
COMMERCIAL GENERAL LIABILITY PREMISES Ea occvnence $
CLAIMSJMADE M OCCUR MED EXP(Any one person) $ 10,000
PERSONAL&ADV INJURY $ 4,W0,000
X $100,000SIR GENERAL AGGREGATE $ 25,000,000
GENT+AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGO $ 6,000,000
X1 POLICY I
PRO- LOC $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 10,000,000
__ Ea accident
A X1 ANY AUTO ISA H08815069 12(01/2013 12/01/2014 BODILY INJURY(Per person) $
ALLOWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS NON-OWNED PROPERTY DAMAGE $
HIRED AUTOS AUTOS Peraccden9 _..... ...
_X]UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 5,000,000
B EXCESSDAB CLAIMS-MADE XOO G27372831 1210112013 1210112014 -AGGREGATE $ 5,000,000
DED I I RETENTION$ I I$
C WORKERS COMPENSATION WLRC47873691(ADS) 12/01/2013 12101/2014 X I vuc STATJU
AND EMPLOYERS'LIABILITY OTH-
A ANY PROPRIETOR/PARTNERJEXECUTIVE YIN WLRC47873708(CA) 12(0112013 12/01/2014 E.L.EACH ACCIDENT $ 2,000 OOO
OFFICERIMEMBER EXCLUDED' a NIA
-- -
A OFFIGatore R/ME NH)
WLRC4787371A INN) 12JO112013 12/01/2014 E.L.DISEASE EA EMPLOYEE $ 2,000,000 j
A DESCRIPTION IO under
OPERATIONS below SCFC47873721(WI} 12/01/2013 12/01/2014 E.L.DISEASE-POLICY LIMIT $ 2,00Q000
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DESCRIPTION OF OPERATIONS/LOCATIONS 1 VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space is required)
RE 2204TH AVE S,KENT WA.W32
GITY OF KENT IS INCLUDED AS ADDITIONAL INSURED WII"H RESPECT TO GENERAL LIABILITY POLICY AND AUTOMOBILE LIABILITY POLICY WHERE REQUIRED BY WRITTEN CONTRACT WITH THE j
NAMED INSURED.$100,000 PER OCCURRENCE SELF INSURED PETER I ION APPLIES ONLY TO THE ABOVE GENERAL LIABILITY POLICY.
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CERTIFICATE HOLDER CANCELLATION
CITY OF KENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
ATTN.KATHY HARDY,ASSISTANT CITY ATTORNEY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
220 FOURTH AVENUE S ACCORDANCE WITH THE POLICY PROVISIONS. '..
KENT,WA 98032
AUTHORIZED REPRESENTATIVE
of Marsh USA Inc.
Manashi Mukheriee
@ 1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 26(2010106) The ACORD name and logo are registered marks of ACORD g