HomeMy WebLinkAboutPW18-148 - Original - A T & T - S 228th St Grade Separation: Joint Trench Agreement - 04/09/2018 KE, T Mana"ement Document
Kecords W
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to the City Clerk's Office. All portions are to be completed.
If YOU have questions, please contact the City Clerk's, Office at 253-856-5725.
El Blue/Motion Sheet Attached
El Pink Sheet Attached
Vendor Name: AT&T
.................
Vendor Number (JDE'):
Contract Number (City Clerk):
Category: Contract Aqreement
................ ....................
Sub-Category (if applicable): Qther_-__
Project Name: South 228th St Grade Separation Project -
Separation.. ................... ...............-
Contract Execution Date: Date signed by Mayor Termination Date:
Contract Manager: Susanne Provencio Smith Department: PW: Engineering
Contract Amount: 109800
Approval Authority" El Director Z Mayor R City Council
Other Details: This is a Contract Reimbursement Agree. t with AT&T.. AT&T has
.. AT&T.
requested that its facilities be relocated - new conduit under the sidewalk and across the
ffi-'--ith-
b"r"i-"d-,-g"",e,"f-r,o-"-m,-" e S 228 _St- ' d_6"S_6_p_a__r__a__t_i_o_n Project. AT&T is reim ursing the City for the
d-as'fn-g-"a"nd-con'stro-ctiorTcosts"-a's-suclated--wiith' th,e"n,ew, fa-cii"ities-.------"-"""--
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0000 KENT Agenda Item: Consent Calendar - 8D
Was F,i NGroN
TO: City Council
DATE: April 3, 2018
SUBJECT: South 228th Street UPRR Grade Separation Project Reimbursement
Agreement with AT&T - Authorize
MOTION: Authorize the Mayor to sign a Reimbursement Agreement with
AT&T for the South 228th Street UPRR Grade Separation Project, subject to
final terms and conditions acceptable to the City Attorney and Public
Works Director.
SUMMARY: AT&T has temporarily relocated its facilities to accommodate the
construction of the 228th Street overpass project. They have requested the City install
new conduit for future placement of their facilities in the new overpass and bridge.
This reimbursement agreement will allow the City to be reimbursed for the design and
construction costs to install the new conduit with the City's project.
EXHIBITS: Reimbursement Agreement with AT&T
RECOMMENDED BY: Public Works Committee
YEA: Fincher, Troutner, Higgins NAY:
BUDGET IMPACT: All costs to the City will be reibursed by AT&T.
STRATEGIC PLAN GOAL(S):
® Xnnovative Government - Empowering responsible citizen engagement, providing outstanding customer service, leveraging
technologies, and fostering new opportunities and industries that benefit our community.
X Authentic Connectivity and Communication-uniting people to people, to places,and to their government through superior
infrastructure, enriched community interactions, and responsive, trusting relationships.
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement ("Agreement") is between the City of Kent, a
Washington municipal corporation ("City"), and AT&T Corp., a New York corporation
("AT&T").
RECITALS
A. The City is making right-of-way improvements to S. 228`h Street (the
"Proj ect").
B. The Project requires AT&T to relocate its authorized underground facilities
that are currently in conflict with this project,pursuant to RCW 35.99.060.
C. AT&T has requested that its facilities be relocated under the sidewalk and
across the bridge the City plans to build as part of the Project and has agreed to reimburse the
City for the design and construction costs associated with the New Facilities.
AGREEMENT
The City and AT&T therefore agree as follows:
1. SCOPE OF WORK
The City of Kent will advertise for construction bids and enter into a contract with a
Contractor for the construction of'a grade separation between the UPRR tracks and S. 2281h
Street which will include new conduit installation under the sidewalk and across the bridge
for AT&T("New Facilities").
2. CONTRACTOR REQUIREMENTS
The independent contractor hired by the City to perform this work is referred to as "the
Contractor" in this Agreement. The Contractor, pursuant to a contract with the City, will be
responsible for constructing the New Facilities. The City represents that any such contract
shall further require that the Contractor's work be performed in a good and workmanlike
manner consistent with industry standards and 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.
JOINT TRENCH AGREEMENT—Page 1 of 8 (December 6,2017)
(between City of Kent and AT&T Re:S. 228"'.Street)
3. RESPONSIBILITY OF THE PARTIES
3.1 AT&T Coordination.
(a) The Contractor will provide, install and proof conduit for AT&T on the
bridge and sidewalk according to the contract plans. AT&T shall maintain continued
coordination with the Contractor regarding the installation of the New Facilities.
(b) For any work that AT&T performs independently from the Contractor's work
on the Relocated Facilities, AT&T shall coordinate closely with the City and the Contractor
to ensure this work will not conflict with the Contractor's work on the Project. AT&T shall
pay any claims for additional compensation made by the Contractor resulting from conflicts
with AT&T's independent work in accordance with Section 4.3 of this Agreement.
3.2 Title to Facilities. All rights, title and interest in the facilities and associated
equipment shall at all times remain with AT&T.
4. REIMBURSEMENT AND PAYMENT
4.1 Design and Construction Costs. AT&T shall reimburse the City for all final
and actual costs incurred by the City to design and construct the New Facilities on the new
bridge and sidewalk ("Actual Design and Construction Costs"). 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 to account for all final and actual
design and construction costs.
4.2 Additional Expenses. AT&T agrees to pay additional expenses incurred due
to all AT&T's approved change requests for any reason.
4.3 Claims by Contractor. AT&T agrees to pay the entire cost of any claims
made by the Contractor for damages that are proximately caused by AT&T. These claims
may include any conflicts between the Contractor and AT&T or any of its contractors.
4.4 Invoice. AT&T shall pay the City within 45 days of submittal by the City of
an itemized billing for the Actual Construction Costs and any additional change request
expenses as set forth in this Section 4.
4.5 Defective or Unauthorized Work.
(a) Per the terms of the agreement between the City and Contractor, AT&T
reserves the right to withhold payment to 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 AT&T's approval.
JOINT TRENCH AGREEMENT—Page 2 of 8 (December 6,2017)
(between City of Kent and AT&T Re:S. 22e Street)
(b) Before withholding payment to the City, AT&T shall provide written notice
to the City of any work it believes to be defective or unauthorized. Upon receipt of written
notice, the City shall be afforded 60 days to correct any work it agrees is defective or
unauthorized.
4.6 Final Payment/Waiver of Claims. 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 authorized and unsettled at the time request for final
payment is made.
5. CHANGES.
AT&T shall submit any changes requested to be performed by the Contractor to the
City. The City shall submit this to the Contractor; obtain a price from the Contractor to
perform the work, and notify AT&T of this price. AT&T shall then have 24 hours from the
time it receives the price from the City,within which to respond.
6. INDEMNIFICATION; LIENS AND ENCUMBRANCES.
Each party shall defend, indemnify and hold the other party, its officers, officials,
employees and agents harmless from any and all claims, injuries, damages, losses or suits
including all legal costs and attorney fees, arising out of or in connection with the
performance of the party's work required under this Agreement, except for injuries and
damages caused by the negligence or willful misconduct of the other party.
The indemnification from AT&T to the City shall include all claims, injuries,
damages, losses or suits from third parties arising out of the fact that the specific portion of
the trench at issue was being made available to AT&T by the contractor, except for 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, its officials, employees and agents, a party's liability hereunder shall be only to the
extent of the parry'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.
JOINT TRENCH AGREEMENT—Page 3 of 8 (December 6,2017)
(between City of Kent and AT&T Re: S. 228'I'Street}
7. INSURANCE.
7.1 The Contractor shall maintain in full force and effect at its own cost 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:
(a) Commercial General Liability insurance with limits of no less than five
million dollars ($5,000,000.00) per occurrence and five million dollars ($5,000,000.00)
general aggregate. Coverage shall be at least as broad as that provided by ISO CG 00 01
1/96 or its equivalent and include severability of interests. Coverage shall include,but not be
limited to: blanket contractual, Products/Completed operations/broad form property damage;
explosion, collapse and underground (XCU); and employers liability. Such insurance shall
name the City, its officers, officials and employees and AT&T as additional insureds per ISO
CG 2026 or its equivalent. There shall be a waiver of subrogation and rights of recovery
against the City, its officers, officials and employees and AT&T. Coverage shall apply as to
claims between insureds on the policy, if applicable. Coverage may take the form of a
primary layer and a secondary or umbrella layer, but the combination of layers must equal
$5,000,000 at a minimum.
(b) Commercial Automobile Liability insurance with minimum combined single
limits of one million dollars ($1,000,000.00) each occurrence with respect to each of
Contractor's owned, hired and non-owned vehicles assigned to or used in the operation of
this contract in the City. The policy shall contain a severability of interests provision.
(c) The insurance shall not be canceled or materially changed so as to be out of
compliance with these requirements without thirty (30) days' written notice first provided to
the City, via certified mail, and ten (10) days' notice for nonpayment of premium. If the
insurance is canceled or materially altered so as to be out of compliance with the
requirements of this subsection within the term of this contract, Contractor shall provide a
replacement policy. Contractor agrees to maintain continuous uninterrupted insurance
coverage, in at least the amounts required, for the duration of this contract.
7.2 Deductibles/Certificate of Insurance. Any deductible of the policies shall
not in any way limit Contractor's liability to the City.
7.3 Endorsements. All policies shall contain, or shall be endorsed so that:
(a) The City, its officers, officials, boards, commissions, employees and, agents
and AT&T are to be covered as, and have the rights of, additional insureds with respect to
liability arising out of activities performed by,or on behalf of, Contractor under this contract;
(b) Contractor's insurance coverage shall be primary insurance with respect to
the City, its officers, officials, boards, commissions, employees and agents and AT&T. Any
insurance or self-insurance maintained by AT&T or the City, its officers, officials, boards,
commissions, employees and agents shall be in excess of the Contractor's insurance and shall
not contribute to it;and
JOINT TRENCH AGREEMENT—Page 4 of 8 (December 6,2017)
(between City of Kent and AT&7'Re:S. 228"'Street)
(c) Contractor's insurance shall apply separately to each insured against whom a
claim is made or lawsuit is brought, except with respect to the limits of the insurer's liability.
7.4 Acceptability of Insurers. The insurance obtained by Contractor shall be
placed with insurers with a Best's rating of no less than "A VII."
7.5 Verification of Coverage. The Contractor shall furnish the City with
certificates of insurance and endorsements or a copy of the page of the policy reflecting
blanket additional insured status. The certificates and endorsements for each insurance
policy are to be signed by a Person authorized by that insurer to bind coverage on its behalf.
The certificates and endorsements for each insurance policy are to be on standard forms or
such forms as are consistent with standard industry practices.
8. MISCELLANEOUS.
8.1 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.
8.2 Nomvaiver 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
8.3 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.
8.4 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 8 of this Agreement.
8.5 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.
8.6 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 the affected parties.
JOINT TRENCH AGREEMENT—Page 5 of 8 (December 6,2017)
(between City of Kent and AT&T Re:S. 228 h Street)
8.7 Seveiwhifilj�. 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
Z:�
of the remaining portion of this Agreement and the remainder shall remain in full force and
effect.
8.8 Relaflonshil.). It is understood and agreed that no agency, employment,joint
venture, co-employer or partnership is created by this Agreement. No party shall (i)have the
power or authority to act fbi" 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,
8.9 Force rVc#eure, A party will not be in breach of this Agreement if unable to
perform its respective obligations 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.
8.10 Entire Agreeinent. 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 fbi-ming 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 ally Exhibit to this
Agreement conflict with any language contained in this Agreement, the terms of this
Agreement shall prevail.
IN WITNESS WIJEREOF,the parties below have executed this Agreement.
AT&T CITY OF KENT
Print Name: A 1 5 Print Name:
Title:
DATE I hw t 5aMr TDiAtlTe:E:Y�-4
L
NOTICES TO BE sENT'ro: NOTICES TO BE SENT TO:
AT&T CITY OF KENT
AT&T City of Kent
3450 Riverwood Parkway SE, Rm. 162 220 Fourth Avenue South
Atlanta, GA 303319 Kent, WA 98032
Attn: Chad Bieren
(253) 856-5534 (Desk)
(253) 856-6500 (Uax)
JOINT TRENCH AGREEME'NT-Page 6 of 8 (December 6,2017)
(between Cft.11(#'Kent and el T&Y'Re:X 228'I'Streel)
With a copy to: APPROVED AS TO FORM:
AT&T Kent Law Department
11241 Willows Rd NE, SL[ite 13)0
Redmond, WA 98052
(425) 896-9830
J01 NTTRENCH AGRL EM LNT -Page 7 of 8 (December 6, 2017)
(b0liven City offew and 4 T&T 228'hStrect)
Exhibit A
A"r &T ."). CIOND IIJIT PIPE/ 22817H �GR,ADE SEP.J."IRATION
V,
CONDUIT
1 1001) 1 6,000 jCouduL.LE 2 hich Diamerer LF 1 $ 157$ 90,000
CONDUIT SUMMARY C',ON'STRUCTION CONTRACT TOTAL s 90,000
ENGINEERING&CONTINGENCY COST
1010 EllglneefiI12 $ 9A)OO
121��)Contingency s 10.800
TOTAL ENGINEERING&CONTINGENCY COS�T s 19,800
ITOTAL COST is 109,800
JOINTTIZENCIJ AGREEMENT.-Page 8 of 8 (December 6,2017)
(hellveen CilY qfWent anCIA M T Re: X 228'tSli-eel)
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