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HomeMy WebLinkAboutCAG2019-040 - Original - CenturyLink - SE 248th Street Project Joint Trench Agreeement - 01/29/2019 KENT Records Management Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. Ail portions are to be completed. If you have questions, please contact the City Clerk's Office: at 253-856-5725 Vendor Name: CenturyLink Vendor Number (]DE): Contract Number (City Clerk): W119 --OtiO Category: Contract Agreement Sub-Category (if applicable): None Project Name: SE 248th Street Improvements Contract Execution Date: Mayor's signature Termination Date: N/A Ken Langholz PW: Engineering Contract Manager: Department: Contract Amount: Budgeted: 0✓ Grant? Part of NEW Budget: E Local: ❑ State: ❑ Federal: 11 Related to a New Position Basis for Selection of Contractor? Other Approval Authority: Director ❑✓ Mayor City Council Other Details: Joint utilitv trench aareement for the oroiect, JOINT TRENCH AGREEMENT Between the City of Kent and CenturyLink for the SE 248t" Street Project (1071h Avenue SE to 110th Court SE) This Agreement is between the City of Kent, a Washington municipal corporation ("City"), and Qwest Corporation d/b/a CenturyLink QC ("CenturyLink"). RECITALS A. The City is making public right-of-way improvements to SE 248th Street between 10711 Avenue SE and 110th Court SE (the "Project'). B. These right-of-way improvements require CenturyLink to relocate its authorized aerial facilities underground. Pursuant to RCW 35.99.060(3)(b), CenturyLink may seek reimbursement from the City for the additional incremental cost of underground compared to aerial relocation if CenturyLink is a service provider with an ownership share of the aerial supporting structures. C. Relocation of these facilities requires trenching within the right- of-way and the parties recognize the efficiencies of entering into an agreement to dig one trench in which all utilities will relocate their facilities. AGREEMENT To facilitate construction of a joint trench, the parties agree as follows: 1. SCOPE OF WORK A Contractor (as hereinafter defined) has been retained for the construction of a joint utility trench ("Trench") which may include Comcast, CenturyLink, MCI and Puget Sound Energy facilities. This Trench will be located along the north side of SE 248th Street, between 107th Avenue SE and 1101h Court SE as referenced in the plan sheet attached as Exhibit A and incorporated by this reference. It is anticipated that there will be two (2) crossings of the Trench across SE 248th Street to serve customers on the south side of the street. All utilities that cross SE 248th Street shall use these trenches. 2. CONTRACTOR REQUIREMENTS JOINT TRENCH AGREEMENT- Page 1 of 9 (December 17, 2018) (between City of Kent and CenturyLink Re: SE 248th Street) The independent contractor hired to perform this work is referred to as "the Contractor" in this Agreement. The Contractor, pursuant to a separate contract, will be responsible for constructing the Trench and installing Comcast, CenturyLink, MCI and PSE power facilities; accommodating and coordinating the installation of CenturyLink facilities; installing the bedding material, backfilling and compacting the Trench; and performing any restoration required by the City. 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. 3. RESPONSIBILITY OF THE PARTIES 3.1 Drawings. CenturyLink shall provide engineering drawings, specifications, construction standards, estimated material quantities, and cost estimates to the City for the underground relocation of Centuryl-ink's facilities. The drawings shall show in detail the location and elevation of the conduits, trench, and vaults. 3.2 Provision of Conduit and Vaults. CenturyLink shall provide conduit for installation by the Contractor in the Trench and shall furnish and deliver all vaults to the site for installation by the Contractor. CenturyLink shall schedule all deliveries in a timely manner as outlined in subsection 3.4, so as not to delay the Contractor. 3.3 Traffic Control. The Contractor shall perform all traffic control associated with installation of facilities within the Trench. CenturyLink shall be responsible for providing traffic control during installation of facilities outside of the scope of this joint trench agreement. 3.4 CenturyLink Coordination. (a) The Contractor will install Centuryl-ink's conduit in the Trench and in the street crossings. The Contractor will excavate for and place CenturyLink vaults in the Trench including bedding and backfill. CenturyLink shall maintain continued coordination with the Contractor regarding the installation of Centuryl-ink's facilities and shall coordinate closely with the Contractor to provide all necessary materials on-site in a timely manner; provided that Contractor shall provide CenturyLink JOINT TRENCH AGREEMENT- Page 2 of 9 (December 17, 2018) (between City of Kent and CenturyLink Re: SE 2481^ Street) with at least thirty (30) days prior notification for material delivery by CenturyLink. (b) For any work that CenturyLink performs independently from the Contractor's work in the Trench, CenturyLink shall coordinate closely with the City and the Contractor to ensure this work will not conflict with the Contractor's work in the Trench. CenturyLink shall install (except the ducts and vaults installed by the City) and energize their facilities in the joint utility trench and associated vaults within 75 business days of notice provided by City's Contractor. 3.5 Removal of Affected Facilities. Parties acknowledge and agree that CenturyLink shall in no event be required to remove its respective, affected facilities, prior to completion of its underground facilities, in accordance with this Agreement, as long as the installation is completed in conformity with this Agreement. 3.6 Surveys. The City shall provide the survey for the location of the Trench and vaults. 3.7 Title to Facilities. All rights, title and interest in the facilities and associated equipment shall at all times remain with CenturyLink. 4. COMPENSATION 4.1 Trench costs. In lieu of reimbursement for the relocation of the existing CenturyLink aerial facilities subject to RCW 35.99.060, the City will provide the Trench, trench bedding, and installation of CenturyLink provided conduit and vaults, backfill, restoration, survey, and traffic control at no cost to CenturyLink. CenturyLink will provide all necessary conduit and vaults and install cables, perform splicing and service cutover and remove the existing aerial facilities at no cost to the City. 4.2 Defective or Unauthorized Work. 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 CenturyLink's written approval. If for any reason CenturyLink feels it is necessary to correct defective or unauthorized work it shall notify the City immediately. The City or its Contractor shall correct the work at the City's cost. 4.3 Final Payment/WaiverofClaims. The making of final payment by the parties shall constitute a waiver of claims by the Contractor, except JOINT TRENCH AGREEMENT- Page 3 of 9 (December 17, 2018) (between City of Kent and CenturyLink Re: SE 2481n Street) those previously and properly made and identified by the Contractor as unsettled at the time request for final payment is made. 4.4 Claims by Contractor. CenturyLink agrees to pay the entire cost of any reasonable and documented claims made by the Contractor for damages that are proximately caused by CenturyLink. These claims may include delays caused by the installation of CenturyLink facilities, delays caused by CenturyLink providing materials, or any other conflicts between the Contractor and CenturyLink or any of its contractors. S. CHANGES. CenturyLink 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 CenturyLink of this price. CenturyLink shall then have 24 hours from the time it receives the price from the City to respond. If CenturyLink chooses not to accept the Contractor's price, then this work shall only be performed by CenturyLink 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, its officers, officials, employees, contractors, subcontractors, representatives and agents harmless from any and all claims, injuries, damages, losses or suits including reasonable legal costs and attorney fees, to the extent they arise from 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. In the event of liability for damages arising out of injury or damages caused by or resulting from the concurrent negligence of the parties or each of their respective officers, directors, employees, and agents, each party's liability, including the duty and cost to defend, hereunder shall be limited only to the extent of its own negligence. Solely for the purposes of enforcing the indemnification obligations of a Party under this Section 6, each Party expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, and agrees that the obligation to indemnify, defend and hold harmless provided for in this Section 6 extends to any such claim brought against the indemnified Party by or on behalf of any employee of the indemnifying party. The foregoing waiver shall not in any way preclude the indemnifying Party from raising such JOINT TRENCH AGREEMENT- Page 4 of 9 (December 17, 2018) (between City of Kent and CenturyLink Re: SE 248fb Street) immunity as a defense against any claim brought against the indemnifying Party by any of its employees. 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. 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 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. 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. JOINT TRENCH AGREEMENT- Page 5 of 9 (December 17, 2018) (between City of Kent and CenturyLink Re: SE 2481^ Street) (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 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. Any insurance or self-insurance maintained by 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 (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. JOINT TRENCH AGREEMENT- Page 6 of 9 (December 17, 2018) (between City of Kent and CenturyLink Re: SE 2481h Street) 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 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 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 federal or state courts located in 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 Section6 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. 8.7 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. 8.8 Relationship. 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 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. JOINT TRENCH AGREEMENT- Page 7 of 9 (December 17, 2018) (between City of Kent and CenturyLink Re: SE 248t^ Street) 8.9 Force Majeure. 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 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 conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. 9. TERM AND TERMINATION. This Agreement shall commence on the date last signed below and shall continue until December 31, 2019, unless earlier terminated pursuant to this Agreement or extended by written agreement of the parties. In the event that either party defaults in the performance of its obligations herein, notice shall be given by the other party of its intent to terminate the Agreement for cause, to be effective thirty (30) days thereafter, unless that cause is cured within thirty (30) days after such notice. JOINT TRENCH AGREEMENT- Page 8 of 9 (December 17, 2018) (between City of Kent and CenturyLink Re: SE 24V Street) IN WITNESS WHEREOF, the parties below have executed this Agreement. CENTURYLINK CITY OF KENT Print Name: Print Name-.Q Title: F]Rn )k'en-��y\f ff Title:_ -)c DATE DATE t qj04_ NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CENTURYLINK CITY OF KENT CenturvLink City of Kent 23315 6611 Ave S 77n Fourth Avenue South Kant WA QRn47 Kent WA 98032 Attn: Alex Harb Attn: Chad Bieren (206) 345-4476 (Desk) OS3) 8-96-5534 (Desk),, (253) 831-0395 (Cell) (253)$56-6500 (Fax) With a copy to: APPROVED AS TO FORM: CenturyLink 23315 66t' Ave. S. Kent, WA 98032 Attention: Alex Harb Kent Law Department JOINT TRENCH AGREEMENT- Page 9 of 9 (December 17, 2018) (between City of Kent and CenturyLink Re: SE 2481^ Street) z 0 I- U I o P z zz w I W 0 x Ir 109TH AVE SE L I �• o z 0i Qw o W Y rr) 00 o CC)I 1 07THw AVE SE0 >_ 0 �--� l Q — U oC7 P Nam/ jftf UJ Wl _� Q o Fy Y Q. 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I �� W �a�ui �� i � � ; ..�... �y.i. r � .p, 8.1 a KENT DATE: January 15, 2019 TO: Kent City Council SUBJECT: S.E. 248th Street Improvements Joint Utility Trench Agreements with Century Link, and Comcast and MCI Communications, and Schedule 74 Underground Conversion Agreement with PSE - Authorize ......... --- -----------... MOTION: Authorize the Mayor to sign the Schedule 74 Underground Conversion Agreement with Puget Sound Energy, and the Joint Utility Trench Agreements with, Century Link, Comcast, and MCI Communications for the S.E. 248th Street Improvements Project - 107th Avenue S.E. to 110th Court S.E., subject to final terms and conditions acceptable to the City Attorney and Public Works Director. SUMMARY: S.E. 2481" Street is being improved across the frontage of the YMCA between 1071h Avenue S.E. and 110th Court S.E. As part of the street project, undergrounding of overhead power and communication facilities is required pursuant to Kent City Code 7.10.030. The agreements with Puget Sound Energy, CenturyLink, Comcast, and MCI Communications are for the overhead lines to be moved underground for the relocation of power distribution and communication facilities which will be placed in a joint utility trench. BUDGET IMPACT: To be paid in accordance with approved development agreements. SUPPORTS STRATEGIC PLAN GOAL: Innovative Government, Sustainable Services ATTACHMENTS: 1. Puget Sound Energy Schedule 74 Underground Conversion Project Construction Agreement (PDF) 2. CenturyLink Joint Trench Agreement (PDF) 3. Comcast Joint Trench Agreement (PDF) 4. MCI Joint Trench Agreement (PDF) Public Works Committee Completed 01/07/2019 4:00 PM City Council Meeting Pending 01/15/2019 7:00 PM Packet Pg. 95