HomeMy WebLinkAboutPW13-224 - Original - CenturyTel Services Group LLC - 112th Ave SE Watermain Utility Trench Agreement - 08/12/2013 r � i
Records Management;
KENT Document'
WASHINGTON
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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: CenturyLink
Vendor Number:
JD Edwards Number
Contract Number: I � 'ZZy
This is assigned by City Clerk's Office
Project Name: 112t" Ave. SE Watermain
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract
❑ Other:
Contract Effective Date: Date of the Mayor's signature Termination Date: 1 year
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: Dave Brock Department: PW Operations
Detail: (i.e. address, location, parcel number, tax id, etc.):
Joint trench agreement for the installation of CenturyLink infrastructure as part of the
project.
S:Public\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08
UTILITY TRENCH AGREEMENT
Between the City of Kent and CenturyLink
for the Watermain improvements along SE 236t" Place
THIS AGREEMENT is entered into between the City of Kent, a
Washington municipal corporation ("City"), and CenturyTel Services Group
LLC a Louisiana Limited Liability Company ("Century Link"). The City and
Century Link are referred to separately as a "Party" or together as "Parties".
RECITALS
WHEREAS, the City is making certain improvements within SE 2361h
Place in Kent, Washington ("Improvement Project"). The Improvement
Project will include the excavation of trenches and placement of City facilities
in the trenches ("City Facilities").
WHEREAS, Century Link desires to install new lines in the same
locations in which the City is performing the Improvement Project and
installing City Facilities.
WHEREAS, the installation of Century Link facilities shall include the
excavation of trenches, placement of Century Link facilities (as specifically
designated and/or provided by Century Link) in such trenches together with
City Facilities and backfilling of said trenches, if necessary, as defined below
(the "Work").
WHEREAS, the Parties recognize the efficiencies of entering into an
agreement whereby one trench will be dug for the Parties to locate the
Facilities and Century Link facilities (jointly "Facilities").
AGREEMENT
To facilitate construction of the joint trench, the parties agree as
follows:
I. SCOPE OF WORK
The City of Kent will advertise for construction bids and enter into a
contract for the construction of a trench which shall include City and Century
Link facilities. This trench will be placed along SE 236th Place from the west
side of 112th Avenue SE easterly to a point approximately 100 feet west of
the City's Blue Boy reservoir sites westerly property line.
All utilities will use these trenches.
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2. CONTRACTOR REQUIREMENTS
The independent contractor hired by the City to perform this work shall
be referred to as "the Contractor" in this Agreement. The Contractor,
pursuant to a contract with the City, shall excavate the joint trench, install
the Facilities, including Century Link facilities, install the bedding material,
backfill, compact the trench, proof all conduits and perform any restoration
required by the City, all to be performed in a good and workmanlike manner
consistent with industry standards (the "Work"). The City represents that
any such contract shall further require of Contractor that the Work be
conducted in conformity with (i) the applicable procedures and requirements
of the parties as described herein; (ii) all applicable laws, ordinances and
regulations of any governmental authority, and; (iii) all applicable terms and
provisions of the National Electric Safety Code, as may be amended,
supplemented or replaced from time to time, including but not limited to
those pertaining to protection and separation of conductors buried in earth.
3. RESPONSIBILITY OF THE PARTIES
A. Drawings. Century Link shall provide engineering drawings,
specifications, construction standards, quantities, and cost estimates to the
City. These drawings shall show in detail the location and elevation of the
conduits, trench, and vaults, and shall include a general traffic control plan
for activities not associated with installation of facilities within the Contractor
controlled open trench area.
B. Installation. Century Link shall be responsible for supplying
conduits and vaults for the Contractor's installation within the joint trench.
Century Link shall install the conductors within Century Link conduits after
the completion of the joint trench work. Century Link shall be responsible for
any trenching and installation of facilities outside of the joint trench area.
Century Link shall coordinate with the City's contractor in accordance with
subsection 3.D. All right, title and interest in the Century Link facilities and
associated equipment shall at all times remain with Century Link.
C. Traffic Control. The City's Contractor shall provide all traffic
control associated with installation of Facilities within the joint trench area.
Century Link shall be responsible for providing traffic control during
installation of Century Link facilities not associated with the joint trench area.
D. Century Link Coordination. Century Link shall maintain
reasonable and continued coordination with the Contractor regarding the
installation of Century Link facilities. This coordination shall include but not
be limited to the following:
1. Timing of when and where materials will be delivered on-site.
2. Installation of conductors within Century Link conduits.
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3. Trenching and installation of Century Link facilities not
associated with the joint trench.
E. Surveys. The City will provide the survey for the location of the
trench and vaults within the joint trench area, Century Link shall provide for
survey outside of the joint trench area,
F. Election Not to Proceed. If Century Link elects not to proceed
with the Work, Century Link shall obtain a permit for the installation and
remain liable for installing the Century Link Facilities within the approved
permit at the time frame specified on the permit. Century Link shall also be
responsible for any City costs associated with re-designing the trench to
remove Century Link work from the project.
4. COMPENSATION
Trench costs. Century Link agrees to pay the City a portion of the
trench costs, including trenching, installation of facilities and trench bedding
and backfill, commensurate with their proportionate share of trench usage as
shown in Exhibit A attached hereto and incorporated by this reference.
Preliminary costs will be agreed upon prior to construction based on an
estimate from the bid accepted by the City. Costs will be finalized after
completion of construction and Century Link agrees to pay the City for its
portion of the actual construction costs.
A. Survey. Century Link agrees to pay the reasonable costs for
the City surveyor's time to provide vault locations and elevations and any
other survey that may be required to locate and place Century Link facilities.
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B. Traffic Control. Century Link agrees to pay the City a
proportionate share of traffic control costs related to the joint trench areas
where Century Link facilities are present. The proportionate share shall be
based on the trench usage as shown in Exhibit A. Century Link shall be
responsible to provide all traffic control during installation of Century Link
facilities not associated with the joint trench area.
C. Additional Expenses. Century Link agrees to pay their
proportionate share of additional expenses incurred due to Century Link's
approved change requests requiring additional trench depth or width, and for
unforeseen conditions, including but not limited to dewatering for ground
water. Century Link will not pay for any share of additional expenses
incurred due to approved change requests from the City or any City-
contracted third party.
D. Claims by Contractor. Century Link agrees to pay the entire cost
of any claims made by the Contractor that are directly caused by Century
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Link's unreasonable or unforeseeable actions, including but not limited to
unreasonable delays caused by installing Century Link facilities,
unforeseeable delays caused by Century Link providing materials, or any
other unreasonable conflicts between the Contractor and Century Link's
contractor.
E. Vaults. Century Link agrees to pay for the excavation, site
preparation, and installation of the vaults / handholes being installed for
Century Link's exclusive use ("Century Link Vaults"), separately and in
addition to any survey costs and trench costs discussed above. These
additional costs shall be preliminarily determined from the bid price accepted
by the City and Century Link. The cost to excavate for and install Century
Link Vaults will be finalized after completion of construction and Century Link
agrees to pay the City for actual construction costs. The parties will work
with the Contractor to keep the cost of the Century Link Vaults as close as
reasonably possible to the approved preliminary bid.
F. Invoice. Century Link agrees to pay the City within sixty (60)
days of being invoiced by the City for amounts that the Contractor has
invoiced the City and which Century Link has agreed to pay under this
Agreement.
G. Defective or Unauthorized Work. Per the terms of the agreement
between the City and Contractor, Century Link reserves the right to withhold
payment from the City for any defective or unauthorized work performed by
the Contractor. Defective or unauthorized work includes, without limitation:
work and materials that do not conform to the requirements of this
Agreement, and extra work and materials furnished without Century Link's
approval. If for any reason it is necessary to satisfactorily complete any
portion of the work, Century Link may complete the work using its own
means and the City shall ensure that its Agreement with Contractor makes
Contractor liable to Century Link for any additional costs incurred by Century
Link hereunder. "Additional costs" shall mean all reasonable costs incurred by
the parties beyond the price included in the bid accepted by the City.
Century Link further reserves the right to offset the cost to complete the
work, including any additional costs, from any and all amounts due or to
become due the Contractor.
H. Final Payment/Waiver of Claims. The City will ensure that the
agreement with the Contractor provides that the making of final payment by
the parties shall constitute a waiver of claims by the Contractor, except those
previously and properly made and identified by the Contractor as unsettled at
the time request for final payment is made,
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S. CHANGES.
Century Link shall submit any changes requested to be performed by
the City's Contractor to the City. The City shall submit this to the Contractor,
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obtain an estimated price from the Contractor to perform the work, and
notify Century Link of this estimated price. Century Link shall have twenty
four (24) hours from receiving the estimated price from the City to respond.
If Century Link chooses not to accept the Contractor's estimated price then
this Work shall only be performed by Century Link according to a mutually
agreed upon schedule with the Contractor so as not to cause delay to the
Contractor.
6. INDEMNIFICATION; LIENS AND ENCUMBRANCES.
Each party shall defend, indemnify and hold the other party, their
officers, officials, employees and agents harmless from any and all actual
claims, injuries, damages, losses or suits including all legal costs and
attorney fees but excluding incidental, special, consequential or indirect
damages not related to unreasonable delay of the Contractor, arising out of
or in connection with the performance of the party's work required under this
Agreement, except to the extent the injuries and damages are caused by
the negligence or willful misconduct of the other party. City further agrees to
indemnify, save harmless and defend Century Link from payment of any
federal, state, or local taxes or contributions or compensation imposed under
unemployment insurance, social security, income tax, labor, and any other
laws with respect to City's employees, agents, or contractors engaged in the
performance of the Work.
The indemnification from Century Link to the City shall include all
actual claims, injuries, damages, losses or suits from third parties but
excluding incidental, special, consequential or indirect damages not relating
to unreasonable delay of the Contractor, arising out of the work performed
by Century Link in the trench, except and to the extent such injuries and
damages caused by the negligence or willful misconduct of the City.
Should a court of competent jurisdiction determine 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 parties, their
officials, employees and agents, a party's liability hereunder shall be only to
the extent of the party's negligence. The provisions of this section shall
survive the expiration or termination of this Agreement.
No party, directly or indirectly, shall create or impose any lien on the
property of another, or on the rights or title relating thereto, or any interest
therein, or in this Agreement. Each party shall promptly, at its own expense,
take such action as may be necessary to duly discharge any lien created by it
on the property of another.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, THE PARTIES HEREBY ACKNOWLEDGES AND AGREES THAT
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL,
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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, DOWN TIME, BUT NOT
INCLUDING UNREASONABLE DELAY OF THE CONTRACTOR, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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7. INSURANCE.
The contract between the City and the Contractor shall require that the
Contractor procure and maintain for the duration of the project insurance of
the types and in the amounts described below against claims for injuries to
persons or damage to property which may arise from or in connection with
the performance of the work by the Contractor, its agents, representative,
employees, sub-consultants or subcontractors.
1. Automobile Liability insurance with limits no less than
$1,000,000 combined single limit per accident for bodily
injury and property damage; and
2. Commercial General Liability insurance written on an
occurrence basis with limits no less than $1,000,000
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.
3. Excess Liability insurance with limits not less than
$1,000,000 per occurrence and aggregate.
Any payment of deductible or self insured retention shall be the sole
responsibility of the Contractor. The parties, their officials, employees,
agents and volunteers shall be named as additional insured's on the
insurance policy, as respects work performed by or on behalf of the parties
and a copy of the endorsement naming the parties as additional insured shall
be attached to the Certificate of Insurance, copies of which shall be provided
to the parties prior to commencement of construction by the contractor. The
Contractor's insurance shall contain a clause stating that coverage shall apply
separately to each insured against whom claim is made or suit is brought,
except with respects to the limits of the insurer's liability.
S. FRANCHISE AGREEMENT.
The City and Century Link agree that as to future projects, by entering
into this Agreement neither party has waived any rights it may have, under
other existing agreements or state law and the City and Century Link
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expressly herein reserve such rights. Notwithstanding anything in this
Agreement to the contrary, Century Link's participation in the joint trench
activity contemplated in this Agreement, and it's very participation in this
Agreement, shall in no event be construed as acceptance, affirmation or
ratification of the City's construction of Century Link's obligation to
underground and enter into a writing pursuant to any other agreement, and
parties understand and agree that the terms and conditions of this
Agreement shall not be considered as a basis for future projects that may be
required.
9. TERM AND TERMINATION.
A. The initial term of this Agreement shall be no more than one (1)
year from the date this Agreement is executed by both parties hereto.
Provided neither party has terminated this Agreement pursuant to
subsections (b) or (c) below, the Agreement may be renewed by the parties
upon mutually agreed upon terms.
B. Either party shall have the right to terminate this Agreement for
its convenience by providing the other party written notice sixty (60) days
prior to the date termination is desired; provided, that City shall not have the
right to stop Work on the Improvement Project prior to the stated
termination date. Century Link shall pay City for all Work completed prior to
the termination date, less any monies already paid by Century Link.
C. Either party may terminate this Agreement for default in the
event the other party has failed to satisfy its obligations under the
Agreement, and fails to remedy either such problem within twenty (20)
business days after receipt of written notice of default.
10. MISCELLANEOUS.
A. Compliance with Laws. The parties shall comply with all federal,
state and local laws, rules and regulations throughout every aspect in the
performance of this Agreement.
B. Nonwaiver of Breach. The failure of a party to insist upon strict
performance of any of the terms and rights contained herein, or to exercise
any option herein conferred in one or more instances, shall not be
constructed to be a waiver or relinquishment of those terms and rights and
they shall remain in full force and effect
C. Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of Washington. If any dispute arises
between the parties or between any party and the contractor under any of
the provisions of this Agreement, resolution of that dispute shall be available
only through the jurisdiction, venue and rules of the King County Superior
Court, King County, Washington.
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D. Attorney's Fees. To the extent not inconsistent with RCW
39.04.240, in any claim or lawsuit for damages arising from the parties'
performance of this Agreement, each party shall be responsible for payment
of its own legal costs and attorney's fees incurred in defending or bringing
such claim or lawsuit; however, nothing in this subsection shall limit a party's
right to indemnification under Section 6 of this Agreement.
E. Written Notice. All communications regarding this Agreement
shall be sent to the parties at the addresses listed on the signature page of
this Agreement, unless otherwise notified. Any written notice shall become
effective upon delivery, but in any event three (3) calendar days after the
date of mailing by registered or certified mail, and shall be deemed
sufficiently given if sent to the addressee at the address stated on this
Agreement.
F. Modification. No waiver, alteration, or modification of any of the
provisions of this Agreement shall be binding unless in writing and signed by
a duly authorized representative of each of affected party.
G. Severability. If any one or more sections, sub-sections, or
sentences of this Agreement are held to be unconstitutional or invalid, that
decision shall not affect the validity of the remaining portion of this
Agreement and the remainder shall remain in full force and effect.
H. Relationship. It is understood and agreed that no agency,
employment, joint venture, co-employer or partnership is created by this
Agreement. No party hereto shall (i) have the power or authority to act for
another in any manner to create obligations or debts which would be binding
upon another, and; (ii) be responsible for any obligation or expense
whatsoever of another.
I. Force Majeure. Parties shall not be deemed to be in breach of
this Agreement if,unable to perform their respective obligations hereunder as
a result of the occurrence of an event of'force majeure," which shall include,
but not be limited to, acts of God, acts of the government of the United
States or of any state or political subdivision thereof, strikes, civil riots or
disturbances, fire, floods, explosions, earthquakes, wind, storms, hurricanes,
lightning or other similar catastrophes or other causes beyond the parties'
reasonable control. The scope of events of force majeure shall not extend to
payment of money owed hereunder.
J. Entire Agreement. The written provisions and terms of this
Agreement, together with any attached Exhibits, supersede all prior verbal
statements by any representative of the City, and those statements shall not
be construed as forming a part of or altering in any manner this agreement.
This Agreement and any attached Exhibits contain the entire Agreement
between the parties. Should any language in any Exhibit to this Agreement
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conflict with any language contained in this Agreement, the terms of this
Agreement shall prevail
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IN WITNESS WHEREOF, the parties below have executed this
Agreement.
CENTURY LINK CITY-0F KENT
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Print Name: Print Name-'I .a fur r
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DATE DATEf f
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NOTICES TO BE SENT TO: — "�� NOTICES TO BE SE TO:
CENTURY LINK CITY OF KENT
Century Link City of Kent
23315 66th Avenue South 220 Fourth Avenue South
Kent, WA 98032 Kent, WA 98032
Attn: Warren Perkins Attn: Chad Bieren
(253) 372-5325(Desk) (253) 856-5534 (Desk)
(877) 517-5712 (Pager) (253) 856-6500 (Fax)
(253) 372-5176 (Fax)
APPROVED AS TO FORM:
e�
nt Law Dep rrjgjrt'``
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KENT Agenda Item: Consent Calendar - 7E
TO: City Council
DATE: July 2, 2013
SUBJECT: 112th Avenue Watermain/Joint Utility Trench Agreement with
CenturyLink - Authorize
MOTION: Authorize the Mayor to sign a joint utility trench agreement with
CenturyLink for the installation of CenturyLink infrastructure as part of the 112th
Avenue watermain project, subject to final terms and conditions acceptable to the
City Attorney and Public Works Director.
SUMMARY: The City's 112th Avenue watermain project will include installation of new
watermains and conduit within SE 236th Place. CenturyLink has a need to install
additional infrastructure within this roadway, and would like to do so in partnership
with the City's project.
Entering into this Agreement allows a coordinated effort for locating each party's
infrastructure under the same contract. This reduces the overall impact to neighbors
and reduces the cost of completing the work as separate projects.
EXHIBITS: Draft utility trench agreement
RECOMMENDED BY: Public Works Committee
BUDGET IMPACTS: CenturyLink will be required to pay the City all costs associated
with the installation of its infrastructure in the joint trench and a proportionate share
of the restoration costs.
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REQUEST FOR MAYOR'S SIGNATURE J
KEA(T Please Fill in All Applicable Boxes
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view d by Director
Originator's Name: Dave Brock Dept/Div. PW O eratio Extension: 5658
Date Sent: 9 Date Required: 0 r /13
Return to: Nancy Yoshitake CONTRACT TERMINATION DATE: 1 year
VENDOR: Centur Link DATE OF F COUNCIL APPROVAL: 7/2/13
ATTACH THE COUNCIL MOTION SHEET_ FOR THE MAYOR - if applicable
Brief Explanation of Document:
The attached Joint Utility Trench Agreement with CenturyLink is for the the installation
of CenturyLink infrastructure as part of the 112th Ave. Watermain Project. For
additional information, see the attached Council motion sheet.
RECEIVED
, -7L- � �r � AUG 15 Z013
City of Kent
Office of the Mayor
All Contracts Must Be Routed Through The Law Department
(This area to be completed by the Law Department)
Received:
Approval of Law Dept 2013
Law Dept. Comments;
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Date Forwarded to Mayor:
Shaded Areas To Be Completed By Administration Staff
Received:
I Recommendations and Comments: �
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Disposition: //��/�—/ d / ' 0 C`�f of
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Date Returned: (/
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