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HomeMy WebLinkAboutContract CAG-15--233 CONSTRUCTION AGREEMENT Between CENTURYLINK and the CITY OF RENTON City of Renton Agreement No. CenturyLink Agreement No. THIS AGREEMENT("Agreement"), effective as of 17GG(Alt I ti ( 'j(the "Effective Date"), is made by and between the CITY of Renton, a Washington Municipal Corporation ("the "CITY"), and CenturyTel Services Group, LLC a Louisiana limited liability company("CENTURYLINK"). The Attachments referred to herein are incorporated by this reference. RECITALS A. The CITY is making improvements to the storm drainage system in SW 7th Street between Powell Ave SW and Lind Ave SW(the "Project")within the corporate boundaries of the CITY. B. CENTURYLINK provides broadband communications services in the CITY. C. The CITY is developing construction plans for the Project including Plans,Specifications and Estimates(PS&E)that will be advertised for bids to construct the Project. D. The Project includes installing a new 60-inch diameter storm pipe in SW 7th Street. The top of the new storm pipe will be approximately 4.5 to 5.5 feet below ground surface. E. Four Facilities owned by CENTURYLINK and located in SW 7th Street are in conflict with the new storm pipe. The Facilities consist of fiber optic cables in conduits surrounded by concrete casing(Duct Banks).CENTURYLINK would need to raise the Duct Banks to eliminate the conflict with the new storm pipe(Relocation). F. Relocation requires trenching across the entire width of SW 7th Street at each Duct Bank location. The street would need to be closed to traffic for approximately two to four days at each location. G. The Relocation would be a significant cost for CENTURYLINK H. The Relocation would be a significant impact to the CITY,to the traffic using SW 7th Street, and to the businesses located on SW 7th Street. I. The CITY has determined that it is feasible to redesign the Project to cross under the four Duct Banks, using two 36-inch pipes instead of one 60-inch pipe at four locations under CENTURYLINK'S Duct Banks, thereby avoiding the need for Relocation by CENTURYLINK (Redesign). J. CENTURYLINK desires that the City Redesign the Project, and is willing to pay for all costs needed for the Redesign. The costs include engineering, project management, administration, construction materials, and the difference in construction costs between the original design and the Redesign. AGREEMENT NOW,THEREFORE, in consideration of the mutual covenants,terms, conditions and obligations contained herein, and intending to be bound hereby,the parties agree as follows: 1 Project Description. The CITY will Redesign the Project to avoid the need for CENTURYLINK to relocate Duct Banks. Two smaller storm water pipes instead of one 60-inch storm water pipe will be installed to cross under the four Duct Banks. Additional catch basins will be needed at each location. 2. Performance of Work. (a) The CITY will have its Engineering Consultant and City Staff perform the work needed to Redesign the Project. (b) The CITY will complete the PS&E for the Redesigned Project and will advertise the Project for public bids. (c) The CITY, acting through the successful bidder ("Contractor"), will construct the Project and complete the Work in accordance with the PS&E, and all applicable federal, state and local laws 3. Responsibility of Parties to complete the Work. (a) CITY Responsibilities (1) Engineering. The CITY will have its Engineering Consultant and CITY staff complete the Redesign, and will provide a copy of the Redesign plans to CENTURYLINK for review. (2) Bidding. The CITY will issue the Project for public bids.The CITY will award the construction contract for the Project to the successful low bidder that meets all criteria for bid award. (3) Construction. The CITY Construction Contractor (successful low bidder) will be responsible for excavating and installing the Project per the PS&E. Page 2 of 8 (b) CENTURYLINK Responsibilities (1) Coordination. CENTURYLINK will maintain coordination with the CITY regarding Redesign and construction of the Project and CENTURYLINK facilities. (2) Redesign. CENTURYLINK will review and provide comments on the Redesign plans provided by the CITY to help ensure that any conflicts with CENTURYLINK facilities are eliminated. (3) Construction. CENTURYLINK will provide typical assistance to the CITY during construction to help locate and identify its facilities, if needed. 4 Compensation (a) CENTURYLINK agrees to pay the CITY,for the costs for all additional construction items and materials used for the Redesign as shown in Attachment A. This compensation includes a pro rata share of certain costs shown in Attachment A, including Mobilization,Surveying,Traffic Control, and other costs as noted. For planning purposes Attachment A uses the Engineer's Estimate for the unit bid item prices. Attachment A will be revised for the actual unit bid item prices submitted in the successful low bidder's proposal. (b) CENTURYLINK agrees to pay the CITY for the additional Consultant Engineer and City Staff costs needed to for the Redesign as shown in Attachment A. The Consultant and City costs include work needed for analysis,engineering,plan revisions,specifications,cost estimates,project management, administration,and other costs associated with the Redesign work. The costs may include work performed for the Redesign starting on October 7,2015. The Consultant Engineer and City Staff Costs for the Redesign shown in Attachment A are not to exceed maximums,unless revised by mutual agreement by the parties in writing. (c) After the construction contract is awarded the CITY will revise the costs in Attachment A using the actual unit bid item prices in the successful low bidder's proposal. Revised Attachment A will replace the Attachment A that used the Engineers Estimate, and will become a part of this Agreement. The CITY will send CENTURYLINK a copy of Revised Attachment A. (d) The CITY will periodically submit invoices to CENTURYLINK for the cost to be reimbursed per Revised Attachment A. CENTURYLINK shall reimburse the CITY within 45 days after the invoice date. 5 Change Orders (a) Prior to the start of construction any request for changes to this Agreement must be agreed upon in advance as evidenced by written amendment and signed by authorized representatives of both parties. (b) After construction has started the CITY may unilaterally direct the Contractor to make any changes needed for construction at the Duct Bank locations. The CITY will inform CENTURYUNK of any changes as soon as practical. Page 3 of 8 (c) The CITY may negotiate with CENTURYLINK for any costs for changes.Only changes due to unexpected CENTURYLINK facility conflicts that CENTURYLINK and the CITY mutually agree were not identified during the design process are eligible for reimbursement. Eligible costs may include construction and material costs,engineering,inspection,administration,and other associated costs. (d) The CITY and CENTURYLINK agree to negotiate the costs for any changes in good faith to reach an equitable agreement. 6. Schedule. The CITY's Construction Contractor will be responsible for planning and scheduling their work and will submit a progress schedule to the CITY. The CITY will send CENTURYLINK a copy of the schedule. 7 Notices. All notices will be in writing and will be delivered by certified mail return receipt requested or any other delivery system which is capable of providing proof of delivery.Any such notice will be deemed effective on the date of mailing.All notices will be addressed to the parties as specified below: If to CENTURYLINK: Shannon Davis Regional Contract Manager CENTURYLINK 100 NW Kearney Ave Bend, OR 97701 If to CITY of Renton: Daniel Carey Surface Water Utility, 5th FIr Renton City Hall 1055 South.Grady Way Renton, WA 98057 Either party may change the above addresses to which notices are sent by giving notice of such change to the other party in accordance with the provisions of this Section. 8. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Washington. 9. Dispute Resolution. Any controversy or claim, whether based on contract, statute,tort,fraud misrepresentation or other theory, related directly or indirectly to this agreement between CENTURYLINK and the CITY will be resolved by negotiation between the parties. Should such negotiations fail to Page 4 of 8 settle such controversy or claim settlement will be reached through binding arbitration.The Federal Arbitration Act,9 U.S.C.Sections 1 to 16,not state law,will govern the arbitrability of all claims, and the resolution of the claims. Binding arbitration will be conducted under the then current rules of Judicial Arbitration and Mediation Services ("JAMS"). (Except,Judge Gerard M. Shellan shall not be an arbitrator, as he was formerly the CITY attorney for the CITY of Renton.) In the event the terms of the Federal Arbitration Act and the then current rules of JAMS are inconsistent,the Federal Arbitration Act shall govern. 10. Force Majeure. Both parties shall be excused from their performance if prevented by acts or events beyond the parties reasonable control including extreme weather conditions, strikes,fires, embargoes, actions of civil or military law enforcement authorities, acts of God, or acts of legislative,judicial, executive, or administrative authorities ("Force Majeure Event"). 11. Indemnification. CITY will defend, indemnify and hold harmless CENTURYLINK, its owners, parents, subsidiaries, affiliates, agents, directors, and employees against any and all liabilities, claims,judgments, losses, orders, awards, damages, costs, fines, penalties, costs of defense, and attorneys'fees ("Liabilities") to the extent they arise from or in connection with: (a)fault or negligence of the CITY, its officers, employees, agents, Contractor, subcontractors and/or representatives; (b) any product liability claims relating to any material supplied by the CITY under this Contract; (c) failure of the CITY, its officers, employees, agents, Contractor, subcontractors and/or representatives to comply with any term of this Contract or any applicable local, state, or federal law or regulation, including but not limited to the OSH Act and environmental protection laws; (d) claims under workers' compensation or similar employee benefit acts by the CITY or its employees, agents, subcontractors, or subcontractors' employees or agents. CENTURYLINK will defend indemnify and hold harmless the CITY, its owners, parents, subsidiaries, affiliates, agents, directors, and employees against any and all claims,judgments, losses, orders, awards, damages, costs, fines, penalties, costs of defense, and reasonable attorneys'fees ("Liabilities")to the extent they arise from or in connection with: (a)fault or negligence of CENTURYLINK, its officers, employees, agents, subcontractors and/or representatives; (b) any product liability claims relating to any material supplied by CENTURYLINK under this Contract; (c)failure of CENTURYLINK, its officers, employees, agents, subcontractors and/or representatives to comply with any applicable local, state, or federal law or regulation, including but not limited to environmental protection laws; (d) claims under workers' compensation or similar employee benefit acts by CENTURYLINK or its employees, agents subcontractors or subcontractors' employees or agents. Except for each party's indemnification obligations under this section, neither party is liable to the other for consequential, incidental, indirect, punitive or special damages, including commercial loss and lost profits, however caused and regardless of legal theory or foreseeability, directly or indirectly arising under this Agreement, even if such party has been Page 5 of 8 apprised of the possibility of such damages. 12. Insurance. The CITY has included in the PS&E requirements for the Contractor to secure and maintain insurance coverages that are consistent with state law and federal funding requirements (if applicable). Insurance coverage will be in amounts not less than those specified below: (a) Commercial General Liability insurance covering claims for bodily injury, death, personal injury or property damage (including loss of use) occurring or arising out of work performed under this Agreement and including coverage for premises- operation, products/completed operations and contractual liability coverage. The limits of insurance shall not be less than: Each Occurrence $1,000,000 General Aggregate $2,000,000 (b) Workers Compensation insurance with statutory limits as required in the state(s) of operation; and providing coverage for any employee in connection with this Agreement, even if not required by statue. Employer's Liability or"Stop Gap" insurance with limits of not less than $1,000,000 each accident. (c) Business Automobile Liability insurance covering the ownership, operation and maintenance of all owned, non-owned and hired motor vehicles used in connection with this Agreement, with limits of at least$1,000,000 each accident. (d) CENTURYLINK is not constructing any part of the Project and is not required to have insurance for construction of the Project. Any other insurance coverage CENTURYLINK has for its facilities, operations and liability will remain in effect. 13. Safety and Health. (a) During the performance of work hereunder,the CITY will be responsible for its safety,the safety of its employees, agents or subcontractors,the public, and the worksite in general and will comply with all applicable provisions of local,state and federal law, regulations and orders affecting safety and health that apply to the Project, including but not limited to the Occupational Safety and Health Act of 1970 (herein collectively referred to as "The OSH Act"). 14. Relationship of the Parties. This agreement does not create a partnership,joint venture or similar relationship between the parties and neither party will have the power to obligate the other in any manner whatsoever. Any person who performs services required by this Agreement to be performed by a Party will be solely the employee or agent of that Party. Each party is solely responsible for(a)the hours of work, methods of performance and compensation of its employees and agents; (b)compliance with all Page 6 of 8 federal,state, and local rules and regulations including those governing Worker's Compensation, Unemployment, Disability Insurance, and Social Security withholding for its employees and agents; and (c)all federal income taxes for its income derived in connection with this Agreement. 15. Assignment. Neither party will assign this Agreement without the prior written consent of the other party.Such consent will not be unreasonably withheld. 16. Entire Agreement. This Agreement, including all Exhibits and specified references, contains the entire agreement between the parties and supersedes all prior oral or written agreements with respect to the subject matter hereof.This Agreement may not be amended or modified except by a written instrument executed by the parties hereto. No modifications to these terms, including handwritten,are permitted or shall be made without a duly executed written amendment between the parties or,if prior to execution,a revised printed Agreement.In the event any handwritten modification is made to the Agreement terms and conditions,such modifications shall be considered null and void,whether or not acknowledged by the parties,and the Agreement shall continue in full force and effect under its original, unadulterated terms and conditions. 17. Binding. The terms, covenants and conditions contained in this Agreement will be binding on and inure to the benefit of the parties and their respective successors and assigns. 18. Counterparts. This Agreement may be executed in one or more counterparts,each of which will be deemed an original and all of which together will constitute one agreement. 19. Authority. Each party represents and warrants that it has the authority to execute, deliver and perform under this Agreement. Page 7 of 8 IN WITNESS WHEREOF,the parties hereto have executed this Agreement effective as of the Effective Date. CENTURYLI K CITY P1 By By idit7 -442 Printed Name:Douglas Patterson Printed Name: Denis Law Title: Director Engineering & Construction Title: Mayor Date signed: /D--/ 0-6 /S"-- Date signed: 12.-/q7/5- Attest: In .ALA ,i1► Jason Se , City Cle \���a�aiuni°nniunr OF Re4,70/ v G 1-* SEAL *1 Co, i��l,�yllr�r�ps�n�������� Page 8 of 8 SW 7th St,POWELL AVE TO LIND.AVE STORM SYSTEM IMPROVEMENT PROJECT DATE: Nov.19,2015 AGREEMENT BETWEEN CENTURYLINK AND THE CITY OF RENTON - ATTACHMENT A COSTS TO BE REIMBURSED BY CENTURYLINK TO THE CITY OF RENTON SUMMARY 1. CONSULTANT ENGINEERING FOR REDESIGN *1 $31,000.00 2. CITY STAFF ADMIN AND ENGINEERING COSTS *1 $11,000.00 3. REDESIGN BID ITEM CONSTRUCTION COSTS *2 $120,307.02 4. REDESIGN PROPORTIONAL CONSTRUCTION COSTS *2 $27,718.99 ESTIMATED CENTURYLINK COSTS*2= $190,026.01 REDESIGN BID ITEM CONSTRUCTION COSTS Number BID ITEM QUANTITY UNIT UNIT PRICE AMOUNT TBD 36"Steel Pipe 160 LF $350.00 $56,000.00 TBD 36"Polypropylene Pipe 84 LF $142.00 $11,928.00 TBD Type 3 Manhole 120" 4 EA $20,000.00 $80,000.00 43 Manhole 96" 1 EA $15,750.00 $15,750.00 53 CDF 25 CY $179.00 $4,475.00 TBD Added cost for CB Lateral Connection to 36-in Steel 1 EA $500.00 $500.00 a 38 Credit-60"Polypropylene Pipe not used(36"pipes used instead) 122 LF -$473.00 -$57,706.00 Additional Materials needed for 120-in Manholes(larger excay.than 60-in Pipe) 24 Sawcutting 53 LF $4.73 $250.69 27 Crushed Surfacing Top Course 13.5 TON $42.00 $567.00 28 HMA Class 1/2"64-22 16.6 TON $131.00 $2,174.60 40 Additional Import Trench Backfill 170 TON $31.50 $5,355.00 30 Unsuitable Foundation Excavation Incl.Haul 15.3 CY $47.25 $722.93 31 Construction Geotextile for Separation 92 SY $3.15 $289.80 Redesign Bid Item Construction Costs= $120,307.02 REDESIGN PROPORTIONAL CONSTRUCTION COSTS CENTURYLINK Number BID ITEM UNIT UNIT PRICE PROPORTION AMOUNT Lump Sum Items 1 Mobilization and Demobilization LS $277,200.00 3.36% $9,313.92 3 Construction Surveying,Staking and As-built Drawings LS $77,400.00 3.36% $2,600.64 11 Temporary Traffic Control LS $115,500.00 3.36% $3,880.80 19 Dewatering LS $276,750.00 3.36% $9,298.80 20 Shoring or Extra Excavation,Class B LS $32,760.00 3.36% $1,100.74 21 Structure Excavation inc Haul LS $5,460.00 3.36% $183.46 22 Trench Safety Systems(for storm pipes) LS $18,900.00 3.36% $635.04 23 Control of Water(includes storm drain bypasses) LS $21,000.00 3.36% $705.60 Redesign Proportional Construction Costs= $27,718.99 Centurylink Redesign Bid Item Constr.Costs $120,307.02 Construction Cost Estimate(prelim) $3,585,307.02 Centurylink Proportion= 3.36% *1 Consultant and City Cost Estimates are not to exceed maximums. Centurylink will be invoiced for actual costs,up to the maximum. Costs include the work performed for the preliminary design and evaluation starting October 7,2015. *2 Bid Item Unit Prices and Proportional Costs are Estimates. Costs in Attachment A will be revised for actual unit bid prices in the successful low bidder's proposal. Centurylink will be invoiced for the actual quantity and cost of bid items incurred.