Loading...
HomeMy WebLinkAboutCAG2023-533 - Original - City of Federal Way - Sound Transit Federal Way Link Light Rail - 10/25/2023 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: 40 Agreement Routing Form DirAsst: For Approvals,Signatures and Records Management Dir/Dep: K E N T This form combines&replaces the Request for Mayor's Signature and Contract Cover Optional; WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Cheryl Viseth for Mark Madfai Administration Date Sent: Date Required: > 10/04/2023 10/11/2023 0 C a Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website N/A Budqet Account Number: Grant? YesD No❑ R20084 Budget?oYes❑No Type: N/A Vendor Name: Category: SeuRd T-FaRSi City of Federal Way License Vendor Number: Sub-Category: 0 Original 0 ProjectName: Federal Way Link Extension oProjectDetails: Agreement to share conduits on S.272nd Street between the City C of Kent and Federal Way. C do Agreement Amount: N/A Basis for Selection of Contractor: N `Memo to Mayor must be attached i Start Date: Termination Date: Is Q Local Business?❑Yes❑No*If meets requirements per KCC 3.70.100,please complete"Vendor Purchose-Local Exceptions'form on Cityspoce. Business License Verification: Yes❑In-ProcessE]Exempt(KCC5.01.045) El Authorized Signer Verified Notice required prior to disclosure? Contract Number: F—]YesF]No CAG2023-533 Comments: H N L 3 C C En .P N 0 3 = W a, cc Date Received:City Attorney: 10/4/23 Date Routed:Mayor's Office 10/11/23 City Clerk's Office 10/16/23 adccw22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 LIMITED LICENSE BETWEEN THE CITY OF KENT AND THE CITY OF FEDERAL WAY PARTIES THIS LIMITED LICENSE ("License") is between the CITY OF KENT, a Washington Municipal Corporation ("Kent"), and the City of Federal Way, a Washington Municipal Corporation ("Licensee"). RECITALS 1. This License will authorize the installation and maintenance of innerduct within one 4-inch diameter conduit within Kent's right-of-way on S. 272nd Street (between Star Lake Road and approximately 500 feet east of Pacific Highway South). 2. The installation of the 4-inch diameter conduit will take place as part of the traffic mitigation work associated with the Sound Transit Federal Way Link Extension project ("FWLE Project"). 3. Additionally, this License will also govern the terms of the installation of and payment for one 2-inch diameter conduit for Kent from Pacific Highway South to 500 feet east. NOW, THEREFORE, KENT AND LICENSEE AGREE AS FOLLOWS: LICENSE 1. License Granted. Kent grants this License ("License") for a period of ten (10) years from the Effective Date (the "Term") for Licensee to install and maintain one 1.5 -inch diameter innerduct within one 4-inch diameter conduit within Kent's right-of-way on S. 272nd Street (between Star Lake Road and approximately 500 feet east of Pacific Highway South) ("Facilities") across, along, in, upon, and under the portions of Kent's right-of-way described in Exhibit A ("Licensed Area"). This 4-inch diameter conduit will be equally shared between the parties. Kent and Licensee agree that this License shall automatically renew at the end of the Term, and a new ten (10) year Term shall commence, unless terminated as provided in Section 3 of this License. A general description of the plans and specifications for the installation and maintenance of these Facilities is attached as Exhibit B. This License is subject to all the terms and conditions established below. LIMITED LICENSE--Page 1 of 10(between City of Kent and City of Federal Way) 2. Installation of Facilities. 2.1 Kent will direct the installation of the Facilities (the one 4-inch diameter conduit for Licensee to share with Kent) on S. 272nd St. between Star Lake Road and approximately 500 east of Pacific Highway South. 2.2 Licensee will direct the installation of one separate 2-inch diameter conduit for Kent on S. 272nd from Pacific Highway South to approximately 500 feet east. 3. Damage to Licensed Area and Restoration. Licensee shall repair any damage to the Licensed Area caused by the installation, construction, operation, maintenance, removal, repair, reconstruction, replacement, use, and inspection of the Facilities on the Licensed Area. Upon revocation, termination, or expiration of this License, Licensee shall restore the Licensed Area to its original condition prior to the issuance of the License. Such restoration obligation shall survive the expiration of this License. 4. Revocation and Termination. The intent of this License is to authorize Licensee to install and maintain the Facilities on the designated Kent right- of-way, which right-of-way constitutes a valuable property interest owned by Kent. This License does not grant an estate in the land described as the Licensed Area; it is not an easement; it is not a franchise; it is not exclusive; and it does not exclude Kent from full possession of the Licensed Area. As a License upon real property, it is revocable at the will of Kent. However, prior to termination or revocation by Kent, Kent shall provide Licensee with at least thirty (30) calendar days' written notice of termination or revocation. Upon receipt of such notice from Kent, Licensee is required to remove all Facilities and restore the Licensed Area pursuant to Section 3. If Licensee fails to remove the Facilities within the allotted time, Kent may remove all or part of the Facilities, restore the Licensed Area, and recover the costs of such removal and restoration from Licensee. Licensee waives any right it may have to any claim for damages of any kind incurred as a result of Kent's removal of all or part of the Facilities. 5. Permits Required. Kent's grant of this License does not release Licensee from any of its obligations to obtain applicable local, state, and federal permits necessary to install, construct, operate, maintain, remove, repair, reconstruct, replace, use, and inspect the Facilities. Licensee's failure to comply with this Section shall constitute grounds for immediate revocation by Kent. 6. Maintenance. Licensee shall maintain the Facilities and Licensed Area in a clean, well-kept, orderly, and safe condition to the satisfaction of Kent. Licensee shall promptly make repairs at Licensee's cost, as necessary, to ensure the Facilities and Licensed Area are kept in good condition to the satisfaction of Kent. LIMITED LICENSE--Page 2 of 10(between City of Kent and City of Federal Way) 7. Relocation of Facilities. Whenever Kent causes the grading or widening of the Licensed Area or undertakes construction of storm drainage lines, lighting, signalization, sidewalk improvement, pedestrian amenities, or other public street improvements and such project requires the relocation of the Licensee's then existing Facilities within the Licensed Area, the following shall take place: (a) Kent will consult with Licensee in the predesign phase of any such project. Kent and Licensee agree that cost to taxpayers will be a significant consideration in consultations regarding the design of any such project. (b) After receipt of written notice from Kent, Licensee shall design and relocate Facilities within the Licensed Area within 90 days, unless the parties agree on a different time period. The parties will work in good faith and use their best efforts to coordinate their project schedules to avoid delay to Kent's project. (c) The relocation shall be at the Licensee's sole cost. S. Location of Facilities. 8.1 Upon written request of Kent, or a third-party performing work in the right-of-way, and in order to facilitate the design of Kent streets and right-of-way improvements, Licensee agrees, at its sole cost and expense, to locate, and if determined necessary by Kent, to excavate and expose its Facilities for inspection so that the Facilities' location may be taken into account in the improvement design. Kent shall provide Licensee at least fourteen (14) calendar days' written notice prior to any excavation or exposure of Facilities. Licensee shall be responsible for any delays due to failure to locate its Facilities when requested, except that Licensee shall not be responsible for delays or damages due to circumstances beyond the control of the Licensee. 8.2 Licensee shall provide Kent with as-built drawings of the Facilities within Kent right-of-way at no cost to Kent. 9. Emergency. In the event of any emergency in which any portion of the Facilities breaks, becomes damaged, or in any other way becomes an immediate danger to the property, life, health, or safety of any individual, Licensee shall immediately take the proper emergency measures to remedy the dangerous condition without first applying for and obtaining a permit as required by this License. However, this emergency work shall not relieve Licensee from its obligation to obtain all permits necessary for this purpose, and Licensee shall apply for those permits within the next two (2) business days. LIMITED LICENSE--Page 3 of 10(between City of Kent and City of Federal Way) 10. Indemnification. Licensee shall comply with the following indemnification requirements: 10.1 Licensee shall defend, indemnify, and hold Kent, its officers, officials, employees, agents, assigns, and volunteers harmless from any and all third party claims, actions, injuries, damages, losses, or suits, including all reasonable legal costs, witness fees, and attorney fees, arising out of or in connection with the performance of any of Licensee's rights or obligations granted by this License, except to the extent caused by the negligence of Kent, its employees, agents, contractors, or invitees. 10.2 Kent's inspection or acceptance of any of Licensee's work when completed shall not be grounds to avoid any of these covenants of indemnification. 10.3 These indemnification obligations shall extend to any claim, action or suit that may be settled by compromise, provided that Licensee shall not be liable to indemnify Kent for any settlement agreed upon without the consent of Licensee; however, if Licensee consents to the agreed upon settlement, the Licensee shall indemnify and hold Kent harmless as provided for in this Section 10 by reason of that settlement. Moreover, if Licensee refuses to defend Kent against claims by third parties in violation of section 10.1, Licensee shall indemnify Kent regardless of whether the settlement of such claims is made with or without Licensee's consent. 10.4 In the event that Licensee refuses to accept tender of defense in any claim, action, or suit by a third party pursuant to this Section 10 and if Licensee's refusal is subsequently determined by a court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a refusal in violation of section 10.1, then Licensee shall pay all Kent's costs for defense of the action, including all reasonable legal costs, witness fees, and attorney fees and also including Kent's costs, including all legal costs, witness fees and reasonable attorney fees, for recovery under this Section 10 indemnification clause. 10.5 The provisions of this Section 10 shall survive the expiration or termination of this License. 11. Insurance. Licensee shall procure and maintain for the duration of this License, insurance of the types and in the amounts described below against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the work by Licensee. Licensee also agrees to require the same coverage of its agents, representatives, employees, contractors, subcontractors, consultants, subconsultants, or assigns performing work under the scope of this License and to assure that such coverage is 11.1 Before beginning work on the project described in this License, Licensee shall provide a Certificate of Insurance evidencing: LIMITED LICENSE--Page 4 of 10(between City of Kent and City of Federal Way) 11.1.1 Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 11.1.2 Commercial General Liability insurance written on an occurrence basis with limits no less than $2,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU); and employer's liability. 11.1.3 Excess Liability insurance with limits not less than $2,000,000 per occurrence and aggregate. 11.2 Any payment of deductible or self-insured retention shall be the sole responsibility of Licensee. 11.3 Kent, its officers, officials, employees, agents, assigns and volunteers shall be named as an additional insured on the insurance policy, as respects work performed by or on behalf of the Licensee and shall make its endorsement available for inspection by the Licensor. Licensor waives no rights and Licensee is not excused from performance if Licensee fails to provide Licensor with a paper copy of the endorsement naming Kent as an additional insured. 11.4 Licensee'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. 11.5 Licensee's insurance shall be primary insurance as respects Kent, and Kent shall be given thirty (30) calendar days prior written notice electronically and by United States mail of any cancellation, suspension or material change in coverage. 12. Modification. This License may not be modified, altered, or amended unless first approved in writing by both Kent and Licensee. 13. Assignment. Licensee shall not assign all or any portion of its rights, benefits, or privileges, in and under this License without prior written approval of Kent, which approval will not be unreasonably withheld or delayed. Licensee shall, no later than thirty (30) days prior to the date of any proposed assignment, file written notice of intent to assign the License with Kent together with the assignee's written acceptance of all terms and conditions of the License and promise of compliance. Notwithstanding the foregoing, Licensee shall have the right, without such notice or such written acceptance, to mortgage its rights, benefits, and LIMITED LICENSE--Page 5 of 10(between City of Kent and City of Federal Way) privileges in and under this License to the trustee for its bondholders and assign to any subsidiary, parent, affiliate or company having common control with Licensee so long as notice of same is provided to Kent and provided Licensee remains fully liable to Kent for compliance with all terms and conditions of this license until such time as Kent shall consent to such assignment as provided above. 14. Compliance with Laws. Licensee shall comply with all federal, state, and municipal laws, rules, and regulations that are applicable to this License. 15. Venue and Jurisdiction. This License shall be construed in accordance with the laws of the State of Washington. Venue and jurisdiction for the resolution of disputes shall be in the Superior Court for King County, Washington. In the event of claim or litigation regarding the enforcement of the terms of this License, each party shall be responsible for its own legal costs and attorney fees except as noted in Section 10. 16. Notices. All notices, requests, demands, or other communications provided for in this License, unless otherwise noted, shall be in writing and shall be deemed to have been given when sent by registered or certified mail, return receipt requested, to the addresses listed below for each party, or to such other person or address as either party shall designate to the other party in writing: KENT: LICENSEE: City of Kent City of Federal Way Attn: City Clerk Attn: EJ Walsh 220 Fourth Avenue South 33325 8th Ave. South Kent, WA 98032 Federal Way, WA 98003 17. No Waiver of Rights. Nothing in this License shall constitute a waiver of either party's right to challenge any portion of the License that is not in accordance with applicable federal, state and local laws. 18. Entire Agreement and Effective Date. This License contains the entire agreement between the parties and, in executing it, Kent and Licensee do not rely upon any statement, promise, or representation, whether oral or written, not expressed in this License. This License shall be effective upon the last day executed below (Effective Date). LIMITED LICENSE--Page 6 of 10(between City of Kent and City of Federal Way) 19. Warranty of Authority to Execute. Each person executing this License warrants that he/she has the requisite authority to bind the party for whom that person is executing. This License is executed and shall become effective as of the last date signed below. CITY OF KENT CITY OF FEDERAL WAY By: �� Print Name: Dana Ralph Prin ame: Jim Ferrell Its: Mayor Its. Ma or Date: Date: P\Civil\Forms\Deeds,Easements,QuitClaimDeed,Leases\Lintited License Agreement.docx LIMITED LICENSE--Page 7 of 10(between City of Kent and City of Federal Way) STATE OF WASHINGTON ) : ss. COUNTY OF KING ) I hereby certify that I know or have satisfactory evidence that Dana Ralph is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she is authorized to execute the instrument on behalf of the City of Kent as its Mayor, and such execution to be the free and voluntary act of such party for the uses and purposes mentioned in the foregoing instrument. -Notary Seal Must Appear Within This Box- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above writ n. 0 ice % 120137 ay NOTARY PUBLI , in and for t4e Stqte .►y '0�e��a = _of Washington, residing at LOU %�9>�oa©8`26,sg�O? My appointment expires —®) INS O� LIMITED LICENSE--Page 8 of 10(between City of Kent and City of Federal Way) STATE OF WASHINGTON ) : ss. COUNTY OF KING ) I hereby certify that I know or have satisfactory evidence that Jim Ferrell is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she is authorized to execute the instrument on behalf of City of Federal Way as its Mayor, and such execution to be the free and voluntary act of such party for the uses and purposes mentioned in the foregoing instrument. -Notary Seal Must Appear Within This Box- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. .61 d� `Pa ryida- NOTARY PUBLIC, in and for the State of Washington residing at`i4e4m4 10-49 My appointment expires N 0 Pamela I WIS JOf1B3 Noun PubflC °�" oeueo��°"• Stale of Wao*vwn 'My Appolft"SM Ex0ft 04A?M4 Canmisabn M.MW 2101�303 LIMITED LICENSE--Page 9 of 10(between City of Kent and City of Federal Way) Exhibit A Licensed Area THE NORTH 50 FEET OF THE EAST 1,186 FEET OF THE WEST 2,133 FEET OF SECTION 33, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING WITHIN THE CITY OF KENT CORPORATE LIMITS AS ESTABLISHED UNDER CITY OF KENT ORDINANCE NO. 3351. ALSO, THE SOUTH 30 FEET OF THE EAST 1,186 FEET OF THE WEST 2,133 FEET OF SECTION 28, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON. .:' EXHIBIT B Q FWLE JUT goes to here and ends in JB Connect to TS cabinet FWLE traffic mitigation Connect City Fed Way project will extend conduit into FWLE Traffic Mitigation fiber conduits across road and existing JB Federal Way will install Project will continue 4" extending to to west. here.City will conduits from here to Pac Hwy conduit to here. here. pull fiber to include separate conduit for Bank�ftmencl Halal Food WhKet Sl across street to Cily of Kent. the north to signal cabinet � i Exhibit B h