HomeMy WebLinkAboutCAG2019-193 - Original - CenturyLink - S. 218th St Project LID 363 - 04/08/2019 KgEN Records Management Document
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to subs-nission
to the City Clerk's Office. All portions are to be completed.
you have questions, please contact the City Clerk's Office at 5 - -SSa
Vendor Name: CenturyLink
Vendor Number (JDE): -75 /Y7
Contract Number (City Clerk): GA&.a We, �g3
Category: Contract Agreement
Sub-Category (if applicable): None
Project Name: S. 218th St. Project
Contract Execution Date: Mayor's sign N I Termination Date:
Ken Langholz PW: Engineering
Contract Manager: Department:
Contract Amount: S, Iu,
Budgeted: F/_1 Grant?
Part of NEW Budget: Local: State: Federal:
Related to a New Position:
Basis for Selection of Contractor? Other
Approval Authority: Director 0 Mayor City Council
Other Details: Joint utility trench agreement for the project.
•
KENT Agenda Item: Consent Calendar - 8D
W A s H i H,r o N
TO: City Council
DATE: April 17, 2018
SUBJECT: South 218' Street Schedule 74 Undergrounding and Joint Trench
Agreements - Authorize
MOTION: Authorize the Mayor to sign a Schedule 74 Underground
Conversion Agreement with Puget Sound Energy and Joint Trench
Agreements with Comcast and CenturyLink for utility undergrounding on
South 218th Street as part of the South 224th Street Phase 2 project,
subject to final terms and conditions acceptable to the City Attorney and
Public Works Director.
SUMMARY: The South 224th Street Improvements, Phase 2 project includes work
along 88th Avenue South and South 218th Street and extends from South 222nd
Street to 94th Place South. The project consists of widening 88th Avenue South and
South 218th Street to include a turn lane, curb, gutter, sidewalk and planter strips.
The work also includes the replacement of the existing Garrison Creek bridge and the
construction of retaining walls.
In order to perform the above described work, Puget Sound Energy, Comcast, and
CenturyLink need to relocate utilities from aerial to underground the facilities pursuant
to the City's utility undergrounding ordinance.
A design agreement with Puget Sound Energy was approved last June to initiate
design. In order to meet the project schedule, we need to move forward with the
utility agreements.
EXHIBITS: Schedule 74 Underground Conversion Agreement with Puget Sound
Energy and Joint Trench Agreements with Comcast and CenturyLink
RECOMMENDED BY: Public Works Committee
YEA: Fincher, Troutner, Higgins NAY:
BUDGET IMPACT: Undergrounding of utilities is included in the project budget
STRATEGIC PLAN GOAL(S):
® Innovative Government - Empowering responsible citizen engagement, providing outstanding customer service, leveraging
technologies, and fostering new opportunities and industries that benefit our community.
O Thrivina Neiahborhoods and Urban Centers- Creating vibrant urban centers, welcoming neighborhoods, and green spaces for
healthy growth and cultural celebration.
JOINT TRENCH AGREEMENT
Between the City of Kent and CenturyLink
for the L.I.D. 363 - S. 218t" Street Project
(88t" Avenue S. to 94t" Place S.)
This Agreement is between the City of Kent, a Washington
municipal corporation ("City"), and Qwest Corporation d/b/a
CenturyLink QC, a Colorado corporation (""CenturyLink").
RECITALS
A. The City is making right-of-way improvements to S. 218th
Street.
B. These right-of-way improvements require CenturyLink to
relocate its authorized underground facilities that are currently in
conflict with this project, pursuant to RCW 35.99.060.
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 the parties and other affected
utilities will relocate their facilities.
AGREEMENT
To facilitate construction of a joint trench, the parties agree as
follows:
1. SCOPE OF WORK.
The City of Kent will advertise for construction bids and enter into
a contract with a Contractor (as defined in section 2) for the construction
of a joint utility trench ("Trench") which may include City, Comcast,
CenturyLink and Puget Sound Energy facilities. This Trench will be
located along the south side of S. 218th Street, between 88th Avenue S.
and 94th Place S., and the east side of 88th Avenue S. from S. 218th
Street to approximately 200' south of S. 218th Street as referenced in
the plan sheet attached as Exhibit A and incorporated by this reference
and will include three (3) crossings of the Trench across S. 218th Street
to allow CenturyLink (and others) to serve customers on the north side
of the street. All utilities that cross S. 218th Street shall use these
trenches.
JOINT TRENCH AGREEMENT - Page 1 of 10
(between City of Kent and CenturyLink Re: 218th St.)
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 Trench and installing Comcast, CenturyLink 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
CenturyLink'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
and deliver all conduit and 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 not located within the Trench.
3.4 CenturyLink Coordination.
(a) The Contractor will install CenturyLink'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
JOINT TRENCH AGREEMENT - Page 2 of 10
(between City of Kent and CenturyLink Re: 21V St.)
regarding the installation of CenturyLink'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
with at least ten (10) 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 and Vault costs. CenturyLink shall pay the City a
portion of the Trench costs, commensurate with its proportionate share
of Trench usage, including street crossings, as shown in Exhibit B. Such
costs will include survey, traffic control and any other costs common to
the Trench and vaults. Preliminary costs will be agreed upon prior to
construction based on an estimate from the bid accepted by the City, as
shown in in Exhibit B. The City shall notify CenturyLink in writing, if due
to change orders or other events (individually, or in conjunction with
prior orders), costs are expected to exceed the preliminary cost estimate
in Exhibit B by more than twenty percent (20%). Further, CenturyLink
shall have no obligation to pay costs in excess of Exhibit B amount +
20% under this Agreement for the Trench and vault without further
written amendment signed by the Parties. The Parties shall work
together to develop cost saving measures or sign a written amendment
to this Agreement, necessary.
JOINT TRENCH AGREEMENT - Page 3 of 10
(between City of Kent and CenturyLink Re: 218t" St.)
4.2 Survey. CenturyLink shall pay the reasonable costs for any
required survey related exclusively to its own facilities.
4.3 Traffic Control. CenturyLink shall pay a proportionate share
of traffic control costs related to the construction of the Trench where
CenturyLink facilities are included. The proportionate share will be
based on trench usage as shown in Exhibit B. CenturyLink shall pay for
all traffic control during the installation of CenturyLink facilities that are
not associated with the Trench.
4.4 Additional Expenses. CenturyLink agrees to pay its
proportionate share of additional expenses incurred due to all
CenturyLink's approved change requests requiring additional trench
depth or width and for unforeseen conditions, including but not limited
to dewatering for ground water. CenturyLink is not obligated to pay for
additional expenses incurred for approved change requests from other
private utilities and/or the City.
4.5 Claims by Contractor. CenturyLink agrees to resolve with
the Contractor any reasonable, 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.
4.6 Invoice. Subject to the cost limitations set forth in this
section 4, CenturyLink shall pay the City within sixty (60) days of
submittal by the City of an itemized, undisputed billing for CenturyLink's
proportionate share of all actual, identified expenses incurred by the
City or the Contractor in constructing the Trench.
4.7 Defective or Unauthorized Work.
(a) Per the terms of the agreement between the City and
Contractor, CenturyLink 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
CenturyLink's approval.
JOINT TRENCH AGREEMENT - Page 4 of 10
(between City of Kent and CenturyLink Re: 2181h St.)
(b) Before withholding payment to the City, CenturyLink 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. If the City does not agree that the work is defective or
unauthorized within 15 days of receipt of the written notice, CenturyLink
may correct or complete the work at its sole cost.
4.8 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 unsettled at the time request for final payment is
made.
5. 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 48 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. MUTUAL 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.
JOINT TRENCH AGREEMENT - Page 5 of 10
(between City of Kent and CenturyLink Re: 218th St.)
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 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 include 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.
JOINT TRENCH AGREEMENT - Page 6 of 10
(between City of Kent and CenturyLink Re: 218th St.)
(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,
CenturyLink shall provide a replacement policy. CenturyLink 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."
JOINT TRENCH AGREEMENT - Page 7 of 10
(between City of Kent and CenturyLink Re: 218th St.)
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.
S. 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 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 Section 6 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.
JOINT TRENCH AGREEMENT - Page 8 of 10
(between City of Kent and CenturyLink Re: 218t" St.)
3 �
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.
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.
JOINT TRENCH AGREEMENT - Page 9 of 10
(between City of Kent and CenturyLink Re: 218th St.)
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.
IN WITNESS WHEREOF, the parties below have executed this
Agreement.
CENTURYLINK CITY OF KENT
� r
Print Nam en �(:" Print Name:
Title: Title:
ij
DATE :VZ.�'Ac) DATE
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
CENTURYLINK CITY OF KENT
CenturyLink City of Kent
23315 66t" Ave S 220 Fourth Avenue South
Kent, WA 98032 Kent, WA 98032
Attn: Alex Harb Attn: Chad Bieren
(206) 345-4476 (Desk) (253) 856-5534 (Desk)
(253) 831-0395 (Cell) (253) 856-6500 (Fax)
With a copy to: APPROVED AS TO FORM:
CenturyLink
100 NW Kearney Ave.
Bend, OR 97702
Attn: Shannon Potter �k'K�
Kent Law Department
JOINT TRENCH AGREEMENT - Page 10 of 10
(between City of Kent and CenturyLink Re: 218' St.)
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