Qwest Corporation (DBA CenturyLInk QC - Sewer Line Repair - Ten Mile Road - Project Management Agreement Item#28.
PROJECT MANAGEMENT AGREEMENT:
SEWER LINE REPAIR—TEN MILE ROAD
This PROJECT MANAGEMENT AGREEMENT: SEWER LINE REPAIR—TEN
MILE ROAD ("Agreement") is made and entered into this 13th day of October , 2020,
by and between the City of Meridian, a municipal corporation organized under the laws of the
State of Idaho ("City") and Qwest Corporation d/b/a CenturyLink QC, a corporation organized
under the laws of the State of Colorado ("CenturyLink").
WHEREAS, a sewer main owned by City, located on the west side of S. Ten Mile Road,
approximately 425 feet south of the intersection at S. Vanguard Way, in Meridian, Idaho, has
been punctured and damaged by a conduit ("Damage") owned by CenturyLink; and
WHEREAS, City has agreed to procure a general contractor and provide project
management services in order to repair the Damage, pursuant to CenturyLink's commitment to
pay all costs related to such repair, as specified in this Agreement;
NOW, THEREFORE,in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
I. CITY'S OBLIGATIONS
City shall provide each and all of the following services, at CenturyLink's sole expense.
A. Project Management. City shall solicit bids and execute all necessary contracts for
repair of the Damage, which contract shall include, but shall not necessarily be limited to:
general construction oversight, regulatory compliance, mobilization, coordinating with
underground utility owners, excavation, traffic control, trench compaction testing, and
roadway reconstruction (collectively, "Project"). The bid solicitation and contracting
process shall comply in all respects with City's purchasing policy and all applicable laws
and regulations, and shall include, inter alia, a requirement that all work required for the
Project shall be performed in conformance with the most current edition of the Idaho
Standards for Public Works Construction ("ISPWC") and the most current City of
Meridian Supplemental Specifications to the ISPWC.
B. Pay invoices. City shall pay all costs attributable to the Project within thirty (30) days of
receipt of invoice.
C. Record staff time. City shall track and record the time spent by City employees on
Project, whether time is spent managing the Project, reviewing documents, inspecting
work, or any other time attributable to any aspect of the Project. CenturyLink shall pay
to City an hourly rate of$50.03 (fifty dollars and three cents) for all time spent by City
Public Works Department employees on Project.
D. Invoice CenturyLink. City shall submit to CenturyLink monthly, itemized invoices, to
include enumeration and documentation, as appropriate and available, of all costs and
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expenditures to be reimbursed or otherwise paid by CenturyLink pursuant to this
Agreement. City shall credit all deposits received by CenturyLink underthis Agreement
toward amounts due and owing for costs incurred by City in the course of completion of
Project, and invoices provided by City to CenturyLink shall reflect such credits.
E. Refund overpayment. If City's actual costs incurred to complete the Project are less
than the deposits received from CenturyLink under this Agreement,the City shall, within
thirty(30)days of City's final acceptance of Project work and closeout of the Project,
refund to CenturyLink the difference between deposits received and the City's actual
costs.
F. City Contact. City shall provide CenturyLink the name, e-mail address,and telephone
number of specific City personnel (hereinafter"City Contact")who shall serve as the
primary contact between City and CenturyLink for all day-to-day matters regarding
Project.
II. CENTURYUNK'S OBLIGATIONS
CenturyLink shall provide each and all of the following services and complete each and
all of the following tasks, at CenturyLink's sole expense.
A. Provide plans. CenturyLink shall provide to the City's Engineering Division a full set of
professionally engineered and stamped construction drawings for Project, and shall work
with the City Engineer to make any and all necessary corrections and modifications as
directed by the City Engineer. Completed plans shall be stamped"Approved for
Construction"by the City Engineer prior to commencing any work on the project.
CenturyLink shall be responsible for delivery of Final Plans to City.
B. Initial and subsequent deposit. Within fourteen(14) days of execution of this
Agreement, CenturyLink shall pay to City one hundred thousand dollars ($100,000.00).
If the accepted bid for completion of the Project is over one hundred thousand dollars
($100,000.00), within fourteen(14) days of award of the general contract for Project,
CenturyLink shall pay to City the difference,if any, between one hundred thousand
dollars ($100,000.00)and the accepted bid. In no event shall City refund any amount of
CenturyLink's deposit(s) received until final acceptance of Project work and closeout of
the Project, as set forth in section I.E.,above. Deposits received by City from
CenturyLink pursuant to this provision shall be credited toward the total amount due and
owing to City for repair of Damage and any related expenses of Project.
C. Reimburse City. CenturyLink shall pay to City,in full, any and all amounts due and
owing for all invoices received, within thirty (30) calendar days after the date of any
invoice from City. CenturyLink shall reimburse City for:
1. The full cost of any and all payments made by City to contractors for repair of the
Damage;
2. The full cost of City employees' time spent on Project, at the hourly rate set forth in
this Agreement, and
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3. Any and all additional costs and expenses incurred by City for Project over and above
costs and expenses specifically enumerated herein, which are otherwise related to
repair of the Damage, including,without limitation, costs related to engineering,
permits and licenses, change orders, easements, installations, adjustments,
relocations, abandonments, changed conditions,redesign,plan errors and omissions,
and/or delays.
D. CenturyLink Contact. CenturyLink shall provide City the name, e-mail address,and
telephone number of specific CenturyLink personnel (hereinafter "CenturyLink Contact')
who shall serve as the primary contact between CenturyLink and City for all day-to-day
matters regarding Project.
III. GENERAL PROVISIONS.
A. Notice. Communication between City Contact and CenturyLink Contact shall occur via e-
mail or telephone. All other notices required to be given by either of the parties hereto shall
be in writing and be deemed communicated when personally served, or mailed in the United
States mail, addressed as follows:
City CenturyLink:
City of Meridian CenturyLink
City Attorney Brett McKinney
33 E. Broadway Avenue Sr. Mgr. Local Network Implementation
Meridian, Idaho 83642 11425 W. Executive Dr.
Boise, ID 83713
brett.mckinney@centurylink.com
208-331-5307
Either party may change its authorized representative and/or address for the purpose of this
paragraph by giving written notice of such change to the other party in the manner herein
provided.
B. Assignment. Neither party shall assign or sublet all or any portion of its respective interest
in this Agreement or any privilege or right hereunder,either voluntarily or involuntarily,
without the prior written consent of the other party. This Agreement and each and all of the
terms and conditions hereof shall apply to and are binding upon the respective organizations,
legal representative, successors, and assigns of the parties.
C. No agency. For purposes of or in furtherance of this Agreement, neither party nor its
respective employees, agents,contractors, officials, officers, servants, guests, and/or invitees
shall be considered agents of the other in any manner or for any purpose whatsoever.
D. Indemnification. CenturyLink shall indemnify, save harmless and defend,regardless of
outcome, City from expenses and against suits, actions, claims or losses of every kind,nature
and description, including costs, expenses and attorney fees caused by or arising out of any
negligent acts by CenturyLink or CenturyLink's officers,employees, agents or contractors
while acting within the course and scope of their employment, which arise from or which are
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in any way connected to the Damage or the Project, except to the extent such liabilities were
caused by City's willful or criminal misconduct, gross negligence or fraudulent conduct.
E. Compliance with laws. In performing the scope of services required hereunder, City and
CenturyLink shall comply with all applicable laws, ordinances,and codes of Federal, State,
and local governments.
F. Attorney Fees. Should any litigation be commenced between the parties hereto concerning
this Agreement, the prevailing party shall be entitled,in addition to any other relief as may be
granted,to court costs and reasonable attorneys' fees as determined by a court of competent
jurisdiction. This provision shall be deemed to be a separate contract between the parties and
shall survive any default,termination or forfeiture of this Agreement.
G. Time of the essence. The parties shall fulfill obligations described in this Agreement in a
timely manner, as set forth herein. The parties acknowledge and agree that time is strictly of
the essence with respect to this Agreement, and that the failure to timely perform any of the
obligations hereunder shall constitute a default of this Agreement.
H. Termination.
1. Grounds. Grounds for termination of this Agreement shall include,but shall not be
limited to: an act or omission by either party which materially breaches any term of this
Agreement; an act of nature or other unforeseeable event which precludes or makes
impossible the performance of the terns of this Agreement by either party; or a change in
or occurrence of circumstances that renders the performance by either party a detriment
to the public health, safety,or welfare.
2. Process. Either party may terminate this Agreement by providing ninety(90) days'
notice of intention to terminate. Such notice shall include a description of the breach or
circumstances providing grounds fortermination. A fourteen(14) day cure period shall
commence upon provision of the notice of intention to terminate. If,upon the expiration
of such cure period, cure of the breach or circumstances providing grounds for
termination has not occurred,this Agreement may be terminated upon mailing or e-
mailing of notice of termination.
I. Construction and severability. If any part of this Agreement is held to be invalid or
unenforceable, such holding will not affect the validity or enforceability of any other part of
this Agreement so long as the remainder of the Agreement is reasonably capable of
completion.
J. Non-waiver. Failure of either party to promptly enforce the strict performance of any term
of this Agreement shall not constitute a waiver or relinquishment of any party's right to
thereafter enforce such term, and any right or remedy hereunder may be asserted at any time
after the governing body of either party becomes entitled to the benefit thereof,
notwithstanding delay in enforcement. No acknowledgments required hereunder, and no
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modification or waiver of any provision of this Agreement or consent to departure therefrom,
shall be effective unless in writing and signed by both Parties.
K. No third party beneficiaries. This Agreement is not intended to create,not shall it in any
way be interpreted or construed to create,any third-party beneficiary rights in any person not
a party hereto.
L. Venue; choice of law. Any action at law, suit in equity, or other proceeding for the
enforcement of this Agreement shall be instituted only in the Fourth Judicial District, Ada
County,Idaho.The validity, meaning and effect of this Agreement shall be determined in
accordance with the laws of the State of Idaho.
M. Reservation of Rights. CenturyLink hired Track Utilities, LLC("Track") to perform the
work that led to the Damage. To date,Track has refused to pay for the Damage. Nothing in
this Agreement will affect CenturyLink's ability to seek reimbursement from Track for
monies spent as a result of this Agreement.
N. Entire Agreement. This Agreement contains the entire agreement of the parties and
supersedes any and all other agreements or understandings,oral or written,whether previous
to the execution hereof or contemporaneous herewith. This Agreement may not be enlarged,
modified,amended or altered except in writing signed by both of the parties hereto.
O. Approval required. This Agreement shall not become effective or binding until approved
by the respective governing bodies of both City and CenturyLink. The parties signatory
hereto represent and warrant that each is duly authorized to bind,respectively, City and
CenturyLink to this Agreement in all respects.
IN WITNESS HEREOF,the parties hereto have executed this Agreement on the day and
year herein first written.
CENTURYLINK:
Tara Acton
Counsel
CITY OF MERIDIAN: Attest:
BY:
Robert E.Simison, Mayor Chris Johnson, City Clerk
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