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AG 10-022�TU�r To: �� �.�c.�l � ExT: � � c:� � C OF FEDERAL WAY LAW DEPARTMENT ROU TING FORM 1. O�ucirrATiNCDErT/Div: PuBLic woxxs / S�+r� 2-1 5 2. ORIGINATING STAFF PERSON: � i' � C�( v� ! �(7 � e�"�S EXT: Z 7 �? 3 3. DATE REQ. BY: 4. TYPE OF DOCUMENT �CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT �E.G., RFB, RFP, RFQ� ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUNfENT �E.G. BOND RELATED DOCUMENTS� ❑ ORDINANCE ❑ RESOLUTION �CONTRACT A�MENDMENT �AG#�: (�-Q � � ) ❑ INTERLOCAL ❑ OTHER (� ct7� c�,��,,, ��ur"t / ro� c�v,-�� S. PROJECT NAME: �ix r e�-�'r, 6. NAME OF CONTRACTOR: (j� �1"� (�r Po ra�[o E�DDRESS: '-�� �,3 1� ra <e�'+ iQ-v�P S� �� p f�/ 3? 7. 8. SIGNATURE NAME: � � (�Tr e � wcr�c� �'ro;ec. Maka��r'.' peK�is L.��(oa�l�zr �'-53--37�-s�(�O TELEPHONE: F.�: TITLE:_�/ P jY�`t.�ser IC �verQ�'tOt�ts E%HIBITS AND AT ACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES �PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ UBI # , EXP. / / TERM: COMMENCEMENT DATE:_''c- I �l� Z!7 /f'j COMPLETION DATE: �'C / 3! JZO I I TOTAL COMPENSATION: $ /V � �INCLUDE EXPENSES AND SALES TAX, IF ANY� �IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MA?�MUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: t,�c u,es"� cv r�� t^e ��.�, IdufS�P �� P Ct �y �O. DOCUMENT / CONTRACT REVIEW d �' PROJECT MANAGER �� �.. t�a ;3,� ,�DEPUTY DIRECTOR �_T... '�Iri.��T�� �T � � nL+T.fL`T�TT ITC A D T T� ♦ r\ ,�o�-R '�' LAW DEPT _ � . . � . . . � ��� � \ ��i- �. 3 - 30 � � '� • COMMITTEE APPROVAL DATE: 12 . CONTRACT SIGNATURE ROUTING f�1' SENT TO VENDOR/CONTRACTOR DATE SENT: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICINSES, EXHIBITS ❑ LAW DEPT 1� 8�D �` SIGNATORY�CME���I�2Y'6� 1 q �l� � CITY CLERK � AssiGrr� AG # � SICiNED COPY RETiJRNED � R ONE ORIG COMMENTS: --- �— L'�.,-,........, u 9 u 11..��..�. .��. INITIAL / DATE APPROVED COUNCILAPPROVAL DATE: D�E REC'D: � / v �� LI T I iC 11/9 INITIAL / DATE SIGNED Al2 ,I�cw N AG# — D� q� DATE SENT: • I'• ' I D C:\Documents and Settings\brianhrlLocal SettingslTemporary Internet Files\Content.0utlook\U07KCQ36�PW Routing Form.doc � AMENDMENT NO. 1 — NCA5514.SS1.0 AMENDMENT NO. 1 to NCA5514.SS1.0 This Amendment Number 1 to Statement of Work NCA5514.SS1.0 by and between Qwest Corporation ("Qwest") and the City of Federal Way ("Supplier") hereby amends that certain Schedule/Statement of Work NCA5514.SS1.0 I_Trl:���u1�►1111 Qwest and Supplier wish to amend the Statement of Work, NCA5514.SS1.0 as follows: 1. DESCRIPTION OF AMENDMENT This amendment describes the methods and payment responsibilities associated with Qwest facility conflict resolution on the City of Federal Way, Pacific Highway South HOV Lanes Phase IV project. The City and Qwest agree that it is in the best interest of the parties to resolve the conflicts between the existing Qwest duct bank and City storm system installation by way of storm system redesign and utilization of non standard storm system materials and construction methods in lieu of Qwest relocating the existing duct bank as detailed in attachment 1, Technical Memorandum dated October 20, 2009 and revised on December 9, 2009. A. Conflicts between the storm system design and the duct bank at stations 6+51, 20+74, 26+74, 29+21 and 37+30 will be resolved through the City's use of ductile iron pipe with shallower vertical cover in lieu of City standard concrete pipe. B. Conflicts between the storm system design and the duct bank at stations 13+30m 14+57, 16+08, and 17+57 will be resolved by routing the storm pipe beneath the duct bank which will require the lowering of the receiving storm main line and detention system along the west side of the road for approximately 800 lineal feet. C. Conflicts between the storm system design and the duct bank at station 24+90 will be resolved through the City's use of 2 type 1 catch basins and rerouting the storm drain in the HOV lane which will also require additional pipe. D. Conflicts between storm system design and the duct bank at station 34+82 will be resolved by routing the storm pipe beneath the duct bank which will require the lowering of the receiving storm main line along the west side of the road for approximately 400 lineal feet. E. Conflicts between the storm system design and the Qwest vault at station 39+65 will be resolved by adding 1 type 2 catch basin and rerouting the storm drain to flavor the planter for a short distance. F. Conflicts between the storm system design and the duct back at station 3+08 will be resolved by Qwest lowering the existing duct bank at Qwest cost prior to the start of the project. G. The above drainage redesign work will be perFormed by KPG, Inc., under design task 21 of contract AG06-127 between KPG, Inc. and the City of Federal Way. 1.1. The pricing described in Exhibit C attached to the Statement of Work, NCA5514.SS1.0 is hereby amended. The total estimated cost to Qwest under this Amendment No. 1 is $104,947.50, as itemized on Attachment 2, for a total estimated cost to Qwest pursuant to Statement of work NCA5514.SS1.0 and this Amendment No. 1, of $311,392.88.Total Actual cost is not to exceed $358,101.81 without prior written approval from Qwest. The costs noted in this Amendment No. 1 are estimates only. Actual costs incurred based on unit rates in Schedule D of the City's bid opening results, and the design engineering billing from KPG, Inc. for Task 21 will be used to calculate the final cost of utility relocation portion for reimbursement to the City. The total actual not to exceed cost does not relieve Qwest from its responsibility for legitimate, substantiated delay claims Rev. 08-19-08 Page 1 Qwest Confidential and Proprietary. Disclose and distribute solely to those individuals who have a need to know , t. AMENDMENT NO. 1 to NCA5514.SS1.0 from the City in the event that Qwest fails to perform under the terms of the agreement or fails to complete facility relocation as detailed in Exhibit B of the Statement of Work and this Amendment No. 1. 2. ENTIRE UNDERSTANDING This Amendment shall become binding when signed by both Parties. This Amendment constitutes the entire understanding of the Parties, and supersedes all prior and contemporaneous written and oral agreements, with respect to the subject matter. This Amendment may not be modified except in writing signed by both Parties. Any person not a Party shall not have any interest or be deemed a third party beneficiary. 3. EFFECTIVE DATE This Amendment No. 1 to Statement of Work NCA5514.SS1.0 shall be deemed effective upon final execution by the parties. IN WITNESS WHEREOF, the parties have entered into this Amendment as of the Effective Date first written above. Qw t Corpo on (Authorized Signature) Bob Greenwood (Print or Type Name of Signatory) Vice President Network Operations Project Developer City of Federal Way 6�t�C��"���+ t� ( uthorized Signature) �rian ilson n �C.;+v�i G i a _�i� 1,. nirl Su-. (Print or Type Name of Signatory) City Manager/Police Chief (Title) ✓( U / � (Execution Date) (Title) �- �-/u (Execution Date) Rev. 08-19-08 Page 2 Qwest Confidential and Proprietary. Disclose and distribute solely to those individuals who have a need to know Attachment 1 TECHNICAL MEMORANDUM KPG ?53 9th Avenue Nocth 1 l t? R<oaJway, Suite 501 �arcle, UG'A 9NI09 Tuoma, �V'A 9NM12 Phone:2W2£1G.I6A0 Phone:?53.62?A720 SEATTLE•i:ACOMA Fuc:20G.286.iG39 Fae:253.G37.i144 ENGWiERi •.ARC.IiITFCTS • L�INDSCAPF,AR<:HITLCTS •SURVCYOR� Date: October 20, 2009 (REVISED December 9, 2009) To: Brian Roberts, PE — City of Federal Way From: Nelson Davis, KPG Re: AG06-127 — Pacific Highway South HOV Lanes, Phase IV South 312�' Street to Dash Point Road Qwest utility conflict summary —100% Review Submittal This technical memorandum summarizes our assessment of conflicts and recommendations for utility relocations necessary befinreen proposed City storm drainage facilities and existing Qwest infrastructure within the limits of this project. Depth information was provided by Qwest to determine the extent of conflicts between existing facilities and proposed project improvements. The proposed storm drainage design is based on the 100% submittal, review comments provided by the City, as well as supplemental pothole data provided by Qwest and additional analysis by KPG. Qwest has confirmed that the wood duct bank that runs along the proposed western curb line has been abandoned and is of no concern when locating proposed facilities. A summary of necessary Qwest utility relocations based on the updated pothole information and analysis for design options is included below. An estimate for each design option is attached. These conflict relocation requests are essentially the same as the summary provided on March 6, 2009 and October 20, 2009 with some station adjustments associated with the final storm layout and design options updated per current information. 1. Station 3+08, west side (lowering of duct required) 2. Station 6+51, west side (lower duct or pursue option A) 3. Station 13+30, west side (lower duct or pursue option B) 4. Station 14+57, west side (lower duct or pursue option B) 5. Station 16+08, west side (lower duct or pursue option B) 6. Station 17+57, west side (lower duct or pursue option B) 7. Station 20+74, west side (lower duct or pursue option A) Page 1 of 3 Attachment 1 8. Station 24+90, west side (lower duct and relocate existing vault or pursue option C) 9. Station 26+74, west side (lower duct or pursue option A) 10. Station 29+21, west side (lower duct or pursue option A) 11. Station 34+82, west side (lower duct or pursue option D) 12. Station 37+30, west side (lower duct or pursue option A) 13. Station 39+65, west side (relocate existing vault or pursue option E) Relocation options and estimated construction costs A. Potholing provided by Qwest indicates that the existing duct bank typically has befinreen 30 and 42 inches of cover. For conflicts # 2,7,9 and 10, An alternative to lowering the duct bank could be achieved by using ductile iron crossings to allow for shallower vertical cover and allow placement over the duct. For all these locations, this would requi�e the use of 280 LF of ductile iron pipe in lieu of the City standard concrete pipe. Additional cost for this change is estimated at $7,550 in construction costs for all locations as shown on the attached breakdown. B. The ductile iron pipe option is not available for the conflicts at locations 5 and 6 and is too close to call at conflicts 3 and 4 due to the superelevation of the roadway. The only option we see to eliminate the duct bank conflicts at locations 3,4,5 and 6 would be to route the crossings beneath the duct bank. This will require lowering of the receiving storm main and detention system along the west side of the road for approximately 800 linear feet. Estimated construction cost for this option is $44,500 as shown on the attached breakdown. C. The vault conflict conflict number 8 can be avoided by adding 2 type 1 catch basins and rerouting the storm drain in the HOV lane. This will also require a small amount of additional pipe. Estimated construction cost for this option is $4,150 as shown on the attached breakdown. D. The ductile iron pipe option is not available for the conflicts at location 11 due to the full width crossing and the crowned roadway. The only option we see to eliminate the duct bank conflicts at location 11 would be to route the crossings beneath the duct bank similar to option B. This will require lowering of the receiving storm main along the west side of the road for approximately 400 linear feet. Estimated construction cost for this option is $8,700 as shown on the attached breakdown. E. The vault conflict at conflict number 13 can be avoided by adding 1 type 2 catch basin and rerouting the storm drain to favor the planter for a short distance. Estimated construction cost for this option is $3,500 as shown on the attached breakdown. We estimate the design costs associated with incorporating all the above changes into the final contract documents at $23,000. Page 2 of 3 Attachment 1 This memo is intended to provide recommendations for the location of utility relocations necessary to complete the project. We would request further communication with the utility owners prior to performing the relocations to verify that adequate depth and horizontal clearance is provided. Note that we do not see any option for relocating Qwest facilities at conflict location #1. I hope this information is sufficient to meet your current needs. Please feel free to contact me at 206.267.1052 if you have any questions or would like additional information. Page 3 of 3 ATTACHMENT 2 ESTIMATED QWEST CONSTRUCTION COSTS 1.A 1.B 1.0 1.D 1.E Subtotal Qwest Construction Cost Construction Management (12.5%) Estimated Drainage Redesign Cost (KPG Task 21) PROJECT SUBTOTAL PROJECT ADMINISTRATION (5%) NET ESTIMATED COST DUE TO CITY a7,550.00 $44,500.00 $4,150.00 $8,700.00 3 500.00 $68,400.00 $8550.00 23 000.00 $99,950.00 $4,997.50 104,947.5 Note: Costs presented are estimates only. Actual consultant engineerbilling will be used to calculate final design cost Actual unit bid costs incurred will be used to calculate final construction cost K:\STREETS�PROJECTS\SR99 Phase IV�Utilities\QwestWoint Construction Agreement 10-022�Amendment 1 Wttachment 2.doc RETURN TO: �� I f.4 j'I'1���%i'1 � �LC-� � � CITY OF FEDERAL WAY LAV� DEPARTMENT REQUEST FOR CONTRACT PREPA RATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP 1_ ORIG{NAT[NG DEPT./DN: i� f� �.ST �^ �� 2. ORIGINATING STAFF PERSON: � r �Gt � 2p �jt? �-�"� EXT: 2 7 Z 3 3. DATE REQ. BY: TYPE OF DOCUMENT' REQUESTED (CHECK ONE) ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT � SMALL PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERV ICE AGREEMENT ❑ HUMAN SERV [CES / CDBG O REAL ESTATE DOCUMENT O SECUR[TY DOCUMENT (E.c. aorro aEt.wT�D DocuMErrrs� � ORDINANCE � RESOLUTION ❑ CONTRACT AMENDMENT (AG#): �'OTHER � we.s+" � reer,Ke�.�. � �'To��v�, �'�uc v�u� (Oti 5. PROJECT NAME: Pa c t�r 25 P�a�S 5. NAME OF CONTRACTOR: �Id� ,(� �' (� i'Cl.�l,{,� 1'L, ADDRESS: I (pV�l- ` D TELEPHONE SIGNATUREN�ME: (�b C't1'tz�u�c�o TITLE1ItC2I�i�asidzn� p��_�. Prql¢.c� /�-{tcnk�2: nni5 L.t,(�c2�f.t'�. as3 37a -53�� 7. EXHIBITS AND ATTACHMENTS:�' SCOPE RK OR SERV[CES ❑ COMPENSATION ❑(NSURANCE REQUIR£MENTS/CERTIF[CATE ❑ ALL OTHER REFERENCED EXHIBITS O P F OF AUTHORITY TO S(GN ❑ REQU[RED LICENSES ❑ PR[OR CONTRACT/AMENDMENTS 3. TERM: COMMENCEMENT DATE: _ a�/q /p'� OI � COMPLETION DATE: � D �. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, [F AfJY) (IF CALCULATED ON HOURLY LABOR CHARG TTACH SCHEDULES OF EMPLOYEES T[TLES AND HOL[DAY RATES) REIMBURSABLE EXPENSE: O YES ❑ IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES NO (F YES, $ PAID BY: O CONTRACTOR o CITY ❑ PURCHASING: PLEASE CHARGE : � l0. CONTRACT REVIEW PROJECT MANAGER Gi� �d DIRECTOR lD�Pc��) Mqruxt.ti- d�5� ��J � �ec#r:+-� C�r ❑ RISK MANAGEMEN 1 (IF APPLICABLE) �LAW �t la �c �., • � • D ' D � ��� / . �_��L�,�ir �� - � :. r� �� INITIAL / DATE APPROVED 1. CONTRACT SIGNATURE ROUTING '~ ❑ SENTTO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ATTACH: S[GNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ati.IS � LAW DEPARTMENT �.�� �' SIGNATOR" ���Z"• �, ^ ^�� ` �-��p J& CITY CLERK {�d� ASSIGNED AG# �� SIGNED COPY RETURNED �nA,rn,rG�r-rc. �7 �'I' Or'1G Ori�c '� ►�ccL �� u�� ,� !l IAL / DATE S GNED ,I , Z- � � � 1S. G.�� a � 2�►�� , / D Si An2�u�/dn�. ✓1���.Gt.t�� AG# _ ID - 022 DATE SENT: _ 2JD • (� 4/9 Agreement No. NCA5514.0 AGREEMENT FOR JOINT CONSTRUCTION NCA5514.0 aOl p THIS AGREEMENT (the "AqreemenY') is entered into as of i'2� rUGt-Y _I ,�969' between Qwest Corporation a Colorado corporation ("QwesY'), and The Cit of Federal Way, a Washington State municipal corporation. JOINT CONSTRUCTION TERMS AND CONDITIONS 1. DEFINITIONS: "Schedule" means a written instrument made part of the Agreement describing Work, including price, specifications, warranty terms and related shipping and delivery instructions, and sometimes referred to as a"Statement of Work". Schedules may be added, deleted or modified as agreed in writing and executed by the parties. "Proiect Developer" means City of Federal Way. TERM: The Agreement will commence as of the Effective Date and will continue through December 31, 2011 ("Term"). If the term of any Schedule or Order extends beyond the Term, the Agreement shall remain in full force and effect but only as to such Schedule or Order, and only through the end of the term of the applicable Schedule or Order. THE PROJECT: Project Developer intends to perform a construction project, or multiple construction projects, that may be described on one or more Schedules to this Agreement (each referred to as a"Project"). In connection with the Project, it is necessary or desirable that Qwest install telecommunications facilities in the area in which the Project will be performed (the "Site") or that QwesYs existing telecommunications facilitates at the Site be moved. The new or moved telecommunications facilities and all associated equipment shall be referred to in this Agreement and any Schedules, as (the "Facilities"). Qwest has requested that as part of an individual Project, Project Developer, acting through its contractor (the "Contractor"), perform certain work in connection with the Facilities on the Site for Qwest, which work is more specifically described in an Exhibit to the Schedule (the "Work"). 4. INVOICES AND PAYMENTS: Invoices. Within 30 days of providing Work to Qwest, Project Developer will issue an invoice by the method agreed upon by the parties. Unless otherwise required by law, Qwest will not pay for Work invoiced more than 90 calendar days after completion of the Work. Each invoice will contain an itemized description of the Work and all app�icable charges and taxes (if Project Developer is a private entity, exclusive of taxes based on Project Developer's income). Qwest will be liable only for undisputed and correct taxes itemized on the invoice for Work to which the taxes relate. Project Developer, and its Contractor, is responsible for charging the correct taxes on the applicable invoice other than where Qwest has provided Project Developer a properly completed tax exemption certificate or other evidence of exemption. Project Developer, or its Contractor, as applicable, must be registered by the taxing jurisdictions to collect sales and/or use taxes within the states to which Work are provided. Payment Due Date; Acceptance of Payment. Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 11 /06 1 Agreement No. NCA5514.0 Qwest will pay undisputed invoices in U.S. dollars within forty five (45) days} of receipt of a proper invoice. Payment will not constitute acceptance of the applicable Work. If Project Developer accepts payment from Qwest for Work, Project Developer waives any claims that Project Developer may have against Qwest for the Work. 5. ACCEPTANCE: Acceptance of the Work will be defined on the applicable Schedule. 6. WARRANTY: For a period of one (1) year (or longer, if so provided by law, and to the extent provided by law) after final payment by Qwest for the Work, The Project Developer shall repair any defective work or material at no cost to Qwest, consistent with the provisions of sections 1-05.10 through 1-05.12 of the Washington State Standard Specifications for Road Bridge and Municipal Construction, 2008. This time period relates only to the specific obligation of Project Developer to correct the Work, and has no relationship to the time within which Qwest may seek to enforce Project Developer's obligations under the Agreement or within which Project Developer must comply with the Agreement. Upon notice from Qwest, Project Developer will immediately, at no cost to Qwest, correct and remedy any defects in the Work whether observed before or after payment for the Work and whether or not the Work is already installed or completed. If Project Developer fails to promptly correct defective Work, Qwest may correct the Work itself or hire another contractor to do so and Project Developer shall pay for all reasonable and verifiable costs of correction promptly upon demand by Qwest. 7. LIENS: Project Developer warrants that no mechanics' liens or other claims or demands, including but not limited to personal injury, death, property damage, non-payment or other liability claims, will be filed or maintained by it, the Contractor, subcontractors or any other third party against any Qwest equipment, real estate or other property on account of the Work. Qwest reserves the right, at any time during the progress of the Work, to require Project Developer, the Contractor and any subcontractor to furnish evidence in form and substance acceptable to Qwest that all claims, liens and causes of action, if any, for the payment of wages or salaries or the payment of charges for labor, materials, tools, machinery, or supplies have been satisfied, released or settled. INDEPENDENT CONTRACTORS: Independent Contractor. Project Developer certifies that it is engaged in an independent business and will perform its obligations arising in connection with the Agreement as an independent contractor and not as the agent or employee of Qwest. 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. Agents and Employees. Any persons who perform services for Qwest will be solely the employees or agents of Project Developer under its sole and exclusive direction and control. Project Developer is solely responsible for: (a) the hours of work, methods of performance and compensation of its employees and agents; (b) compliance with all 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 and state income taxes for its income derived in connection with the Agreement. Safety and Health. The safety and health of Project Developer's employees and agents while working on the Project will be Project Developer's sole responsibility. Project Developer and its employees and agents will comply with all applicable rules and regulations, as well as all local, state and federal environmental, health and safety requirements, including those relating to the use and handling of hazardous materials. Project Developer will immediately report to Qwest any accidents, injuries or property damage arising from the performance in connection with the Agreement. Project Developer will provide Qwest with copies of any safety, health or accident reports that Project Developer files with any third party with respect to Project Developer's performance in connection with the Agreement. Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 11 /06 2 Agreement No. NCA5514.0 9. INDEMNIFICATION: In addition to Project Developer's obligation to obtain and keep, and ensure that the Contractor obtains and keeps, insurance as set forth in this Agreement, and to the fullest extent permitted by law, Project Developer agrees to indemnify, defend and hold harmless Qwest, its affiliates and each of their officers, directors, employees and agents from and against all suits, losses, costs (including without limitation reasonable court costs and attorneys' fees), lawsuits, judgments, orders, awards, fines, penalties, expenses, liabilities, actions, damages or claims of any character ("Liabilities") arising from or in connection with (a) any personal injuries or property damage received or sustained by any person or property arising in whole or in part in connection with the Work; (b) any act or omission, neglect, negligence, gross negligence or willful misconduct of Project Developer, the Contractor or any subcontractors in connection with the Work or the Agreement; or (c) any breach by Project Developer of the Agreement. Qwest will indemnify, defend and hold harmless Project Developer, its employees and agents from and against all Liabilities arising from or in connection with (a) any act or omission, neglect, negligence, gross negligence or willful misconduct of Qwest in connection with the Agreement or (b) any breach by Qwest of the Agreement. Prior to the commencement of the Work, Project Developer will require the Contractor to agree in writing to indemnify, defend and hold harmless Qwest, its affiliates and each of their officers, directors, employees and agents from and against all Liabilities arising from or in connection with (a) any personal injuries or property damage received or sustained by any person or property arising in whole or in part in connection with the Work; and (b) any act or omission, neglect, negligence, gross negligence or willful misconduct of the Contractor or any subcontractors in connection with the Work. No party shall be required to indemnify, defend, or save harmless the other party if the claim, suit, or action for injuries, death, or damages is caused by the sole negligence of the party seeking indemnification. 10. LIMITATION OF LIABILITY: Except for each party's indemnification obligations and each party's breach of any requirements regarding Confidential Information, 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 in connection with the Agreement, even if such party has been apprised of the possibility of such damages. 11. INSURANCE: General Insurance Requirements. Project Developer will, and will require that the Contractor, at all times during the term of this Agreement, at its own cost and expense, carry and maintain the insurance coverage listed below with insurers licensed in the areas where the Work will be performed having at minimum a"BesYs" rating of A-VII. Contractor will not commence any Work until it has fulfilled all insurance requirements in this section. Contractor will require its subcontractors to maintain proper insurance applicable to the type and scope of Work to be performed under this Agreement. It is expressly understood that Contractor is ultimately responsible for its subcontractors including without limitation ensuring that the appropriate insurance is maintained by its subcontractors. Workers' Compensation Insurance. Project Developer will carry Workers' Compensation and/or, when applicable, Long Shoremen's and Harbor Workers Compensation insurance in amounts sufficient pursuant to the laws of the State of Washington. Project Developer's Contractor(s) will carry Workers' Compensation and/or, when applicable, Long Shoremen's and Harbor Workers Compensation insurance with (i) statutory limits of coverage for all employees as required by statues; and (ii) Stop Gap or Employer's Liability insurance with a limit of One Million Dollars ($1,000,000) for each accident. Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 11 /06 3 Agreement No. NCA5514.0 Commercial General Liability Insurance. Commercial General Liability insurance providing coverage for bodily injury, death, personal injury and property damage occurring or arising out of the performance of this Agreement, including coverage for products/completed operations, premises operations, independent contractor's protective coverage (required if Contractor subcontracts any of the Work), and contractual liability with respect to liability assumed by Project Developer. This insurance will also include: (i) explosion hazard coverage (commonly referred to as "X" coverage) if the Work involves blasting, (ii) collapse hazard coverage (commonly referred to as "C" coverage) if the Work may cause structural damage due to excavation, burrowing, tunneling, caisson work or under-pinning, and (iii) underground hazard coverage if the Work may cause damage to underground facilities (commonly referred to as "U" coverage). The limits of liability for this coverage will be not less than the limits as set forth below. Each Occurrence General Aggregate Limit Products-Completed Operations Limit Personal and Advertising Injury Limit $5,000,000.00 $5,000,000.00 $5,000,000.00 $1,000,000.00 These limits of liability can be obtained through any combination of primary and excess or umbrella liability insurance. Commercial Automobile Liability Insurance. Commercial Automobile Liability insurance covering owned, non-owned and hired vehicles used in connection with the performance of the Work. The limits of liability for this coverage shall be not less than One Million Dollars ($1,000,000.00) per occurrence combined single limit for bodily injury or property damage. Certificates of Insurance. 12. Project Developer shall require its Contractor to forward to Qwest certificates of such insurance upon execution°of this Agreement and upon any renewal of such insurance during the term of this Agreement for both Project Developer and the Contractor. The insuring carrier(s) may use the ACORD or equivalent certificate of insurance form acceptable to Qwest. The insurance certificates shall provide that: (i) Qwest is named as an additional insured on the Commercial General Liability and Commercial Automobile Liability policies; (ii) thirty (30) calendar days prior written notice of cancellation of, or material change or exclusions in, the policy to which the certificates relate shall be given to Qwest; (iii) underground hazard coverage (commonly referred to as "U" coverage) is part of the coverage and (iv) the words "pertains to all operations and projects performed on behalf of the certificate holder are included in the description �� portion of the certificate. Project Developer shall not commence any Work until the obligations of Project Developer with respect to insurance have been fulfilled. The fulfillment of such obligations shall not relieve Project Developer of any liability hereunder or in any way modify Project Developer's obligations to indemnify Qwest. TERMINATION; CANCELLATION: Notice. Either party may terminate this Agreement (including its Schedules), in whole or in part, for its convenience with 30 days prior written notice. Project Developer will be entitled to payment for Work accepted and received by Qwest as of the date of termination. Qwest will have no other liability arising out of termination of this Agreement or a Schedule. Material Breach. Either party may terminate this Agreement (including its Schedules), in whole or in part, by written notice Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 11/06 4 Agreement No. NCA5514.0 to the other if the other party breaches this Agreement and fails to cure such breach to the non-breaching party's satisfaction within 30 days of written notice specifying the breach. Pre-Termination Obligations. Expiration or termination of this Agreement (including its Schedules) will not relieve either party from its obligations arising hereunder prior to such expiration or termination. 13. DISPUTE RESOLUTION: Negotiation Between the Parties. The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between individuals who are at a higher level than the persons with direct responsibility for administration of this Agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party will submit to the other a written response. The notice and the response will include (a) a statement of each party's position and a summary of arguments supporting that position and (b) the name and title of the executive who will represent that party and of any other person who will accompany the that individual. Within 30 days after delivery of the disputing party's notice, the representatives of both parties will confer at a mutually acceptable time, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored. All negotiations and documents exchanged pursuant to this clause are confidential and will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. Forum. Any legal proceeding arising out of, or relating to this Agreement, will be brought in a United States District Court, or absent federal court jurisdiction, in a state court of competent jurisdiction, in the Denver, Colorado metropolitan area. Waiver of Jury Trial and Class Action. Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury and any right to pursue any claim or action arising out of or relating to this Agreement on a class or consolidated basis or in a representative capacity. 14. MISCELLANEOUS: Compliance with Laws and Policies. Project Developer will obtain, at its expense, all permits and licenses, bonds, and other necessary legal authority, pay all fees, and comply with all federal, international (if applicable), state and local laws, ordinances, rules, regulations and orders applicable to Project Developer or Project Developer's performance hereunder including, the Communications Act and orders of the Federal Communications Commission. Project Developer, or its Contractor, will give all required notices to governmental authorities, and will coordinate all necessary governmental inspections to avoid delays in the provision of the Work. Project Developer will also, at its expense, comply with Project Developer's code of conduct, policies and procedures applicable to Project Developer's performance hereunder, and with the provisions of the Qwest business practices for suppliers. Should any provisions of the Qwest business practices for suppliers conflict with Project Developer's code of conduct, policies and procedures, the more demanding provisions shall apply unless otherwise agreed in writing by the parties. The Qwest business practices for suppliers may be found at http://www.qwest.com/about/company/ethics/files/SuppliersBrochure-.pdf Remedies; Future Projects. No remedy specified in this Agreement will limit QwesYs other rights and remedies arising� in connection with the Agreement, at law or in equity. QwesYs participation in the Project pursuant to this Agreement shal► not be construed as an agreement to participate in any future projects. Governing Law. Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 11 /06 5 Agreement No. NCA5514.0 This Agreement will be governed by the laws of the State of Washington without reference to its choice of law rules. Records and Audits. Project Developer will maintain complete and accurate records with respect to the Work, including all charges associated with this Agreement and the portion of the Work performed by Subcontractors, in accordance with generally accepted accounting principles, for 72 months from the date of its termination or expiration. Qwest, or its designee, may inspect, audit and make copies of such records, for QwesYs retention, on reasonable notice. Assignment and Delegation. The rights and obligations of each party will be binding upon and inure to the benefit of its successors and permitted assigns. Project Developer may not assign this Agreement (including its Schedules), in whole or in part, without the prior written consent of Qwest. Any attempted assignment by Project Developer without Qwest's prior written consent shall be null and void. Notices. Notices required under this Agreement will be sent to the addresses of the parties stated below their signatures. Notice will be deemed given: (a) on the 1 st day after deposit with an overnight courier, charges prepaid; (b) as of the day of receipt, if sent via first class U.S. Mail, charges prepaid, return receipt requested; and (c) as of the day of receipt, if hand delivered. Advertising; Publicity. Neither party will use the other party's names, marks, codes, drawings or specifications in any advertising, press release, promotional effort or publicity of any kind without the other's prior written permission. Waiver. Any waiver by either party of any rights hereunder or of a breach of any provision of this Agreement will not constitute a waiver of any other breach of that or any other provision of this Agreement. Any waiver must be in writing. Modifications or Amendments; Interpretation. Any modifications or amendments to this Agreement must be in writing and signed by both parties. The term "including" in this Agreement means by way of example, not limitation. Headings and subheadings used in this Agreement are for convenience only, and have no substantive meaning. Severability. The determination that any provision of this Agreement is invalid or unenforceable will not invalidate this Agreement, and this Agreement will be construed and performed in all respects as if such invalid or unenforceable provision was omitted insofar as the primary purpose of this Agreement is not frustrated. Force Majeure. Neither party will be liable to the other party for any delay or interruption of performance resulting from causes beyond its reasonable control. Upon any force majeure, either party may elect to terminate this Agreement or any Schedule or Order or to suspend the Work upon written notice. Entire Agreement. This Agreement and all Schedules, exhibits, amendments, documentation, and specifications referenced in those documents, contain the entire understanding between the parties with respect to the subject matter and supersede all prior oral and written understandings, arrangements and agreements between the parties relating thereto. Survival. The following provisions of this Agreement regarding "Representations and Warranties"; "Confidential Information"; "Indemnification"; "Work ProducY'; "Limitation of Liability"; "Dispute Resolution'; and "Choice Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 11 /06 6 Agreement No. NCA5514.0 of Law" and all others that by their sense and context are intended to survive the expiration of the Agreement will survive. Execution. The Agreement may be executed by facsimile copy and/or in any number of counterparts, all of which together will constitute one agreement. Qwest Confidential and Proprietary Disclose and distribute solely to those individuais who have a need to know. Rev. 11 /06 7 Agreement No. NCA5514.0 Signature Block The parties, intending to be legally bound, have caused this Agreement to be executed as of the Effective Date. Qwest Corporation City of Federal Way (Authorized Signat (Authori Signature) Bob Greenwoodc Brian Wilson (Print or Type Name of Signatory) (Print or Type Name of Signatory) __ _ _ - _ __ -- _ _. --- Vice President Network Operations � City Manager/Police Chief (Title) (Title) �. �� � � ���� -��r� aG�6 (Execution Date) (Execution Date) d y ad/t� Address for Purposes of Notices: Address for Purposes of Notices: �eff watson Brian Roberts 23315 66 Ave. So. City of Federal Way Kent, Wa., 98032 PO Box 9718 253-372-5358 Federal Way, WA 98063-9718 jeff.watson@qwest.com With copies to: 253-835-2723 Qwest Services Corporation Law Department – Procurement General Counsel Agreement #NCA5514.0 1801 California St. Denver, CO 80202 APPROVED AS TO FORM: i � _ � — City Attorney, Patricia A. Richardson Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 11 /06 8 Agreement NoNCA5514.0 Statement of Work No. NCA5514.SS1.0 STATEMENT OF WORK NO. 1 to AGREEMENT FOR JOINT CONSTRUCTION NCA5514.SS1.0 This Statement of Work is attached to and made a part of the most current amended version of the Agreement. In the event that any term of this Statement of Work conflicts with anything contained in the Agreement, except for terms identified in the Agreement as Non-Waivable Terms, this Statement of Work will control for purposes of this Statement of Work only. Unless otherwise defined herein, all capitalized terms in this Statement of Work wiil have the meanings set forth in the Agreement. Term. This Statement of Work will commence as of �ebrt,�.(t.�'y �, o� 0 j U (Effective Date) and will continue through December 31, 2011 (Expiration Date). 2 The Work: The Project is described on Exhibit A"The ProjecY' to this Statement of Work, and the "Work Schedule" for the Project is described on Exhibit B"The Work and the Work Schedule". Project Developer shall, at no cost or expense to Qwest, prepare and provide to Qwest engineering drawings, specifications and construction standards for the Project (the "Proiect Developer's Specifications"). Project Developer shall choose and pay all costs associated with the Contractor and shall provide to Qwest at least ten (10) calendar days' prior written notice prior to the beginning of the Project and of the Work. In addition, Project Developer shall provide all necessary excavation, bedding, backfill, off-Site disposal, and Site restoration for the placement of the Facilities, along with the coordination of other utilities participating in the Project. Project Developer shall provide all flagging and traffic control, including uniformed officers when required, for any necessary excavation or work performed by Project Developer. Project Developer will notify Qwest of any changes in the Work that will result in additional costs to Qwest, and will obtain QwesYs prior written approval of such changes before commencement of any changes to the Work. Within the number of days set forth in the Work Schedule after Qwest's receipt of Project Developer's Specification, Qwest shall, at no cost or expense to Project Developer, prepare and provide to Project Developer engineering drawings, specifications, construction standards and quantities pursuant to which the Work must be perFormed by Project Developer ("QwesYs Specifications"). Qwest's Specifications shall show in detail the quantity and size of all facilities and equipment to be used by Qwest that Project Developer will install pursuant to this Statement of Work. Qwest shall notify Project Developer in writing of any changes it wishes to make in QwesYs Specifications, and such changes shall be made, if feasible. Qwest shall pay for all costs attributable to the changes. If the Work includes installation of new vaults and/or conduit, Qwest will install all wires, conductors and any other equipment needed to complete the Qwest portion of the Project as provided in Exhibit A in accordance with the Work Schedule set forth in Exhibit B. The vaults and conduit shall be owned solely by Qwest, and Qwest shall be responsible for all maintenance in connection with the vaults and conduits except for defects covered under section 6 of the Agreement. If required, Qwest will perform cut-over and transfer of existing Qwest customers to the new or relocated Facilities and/or remove any replaced aerial Qwest Facilities or underground Qwest Facilities that are in cond'uit or manhole structures only in accordance with the Work Schedule set forth in Exhibit B. Qwest shall in ho event be required to perform a cut-over or transfer or to remove any affected Facilities prior to completion of any replacement Facilities in accordance with this Statement of Work and QwesYs approval of the replacement Facilities. The Facilities and all associated equipment shall be owned solely by Qwest, and Qwest shall be responsible for all maintenance in connection with the Facilities. To the extent that it has the right to do so, upon approval of the Work by Qwest, Project Developer shall grant, provide and/or assign to Qwest any permits, licenses or approvals required to access, occupy, use or operate the Facilities or any materials or facilities used in connection with the Facilities. If the Work involves excavating, Project Developer will ensure that the Contractor contacts the Utility Notification Center (One-Call), and that the Contractor obtains appropriate information on the location of all buried cable and utilities prior to performing any Work. Project Developer shall ensure that its Contractor shall be rev. 11-06 Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. -1 - � Agreement NoNCA5514.0 Statement of Work No. NCA5514.SS1.0 responsible for any failure of the Contractor to locate, expose and protect from damage all existing underground facilities, including but not limited to electrical, telephone, water, gas and sewer. In addition to its indemnification obligations contained in the Agreement, if any existing underground or other facilities are damaged directly or indirectly in connection with the Work, Project Developer will, at its expense, promptly repair or replace all damaged or destroyed facilities. Project Developer will ensure that immediate temporary repairs are made and will immediately report the damage to the property owner and to Qwest and will ensure that no permanent repairs are made unless the consent of the property owner has first been obtained. Repairs will be made within forty-eight (48) hours after receiving permission from the property owner, unless otherwise agreed to by Qwest. At QwesYs sole option, Qwest may elect, rather than having Project Developer make any repair to Qwest facilities described in this subsection, to have the repair made by QwesYs employees or contractors. If Qwest or its contractor performs the repair, Qwest will invoice Project Developer for QwesYs reasonable and documented costs, including without limitation labor costs, and Project Developer will pay Qwest for such costs for repair of damage to QwesYs existing facilities within forty-five (45) calendar days after receipt of an invoice. Qwest will be responsible for providing all traffic control associated with the installation and/or removal of Facilities for which Qwest is responsible pursuant to this Statement of Work, including the pulling of cables and associated equipment. Project Developer will be responsible for providing all traffic control associated with the installation, relocation, and/or removal of Facilities for which Project Developer is responsible pursuant to this Statement of Work. Project Developer shall obtain any and all licenses, permits and approvals required for the Work as defined in Exhibits A and B. Project Developer agrees that the Work will be performed in accordance with all applicable federal, state and local laws, rules and regulations and the requirements of whoever owns or has jurisdiction over the rights of way in which the Work is to be performed. Qwest shall have the right at atl times to observe and inspect the performance of the Work. If the Work requires the use or installation of any materials, the item checked below shall apply: _X Except as specifically set forth in Exhibit B, Qwest shall arrange for the purchase and delivery of materials to the Project site in accordance with the Work Schedule. Except as specifically set forth in Exhibit B, Project Developer shall provide all materials required in connection with the Project. All materials will be new and of the specific type designated by Qwest. As set forth in Exhibit B, Project Developer and Qwest shall each provide some materials for the Project. All materials provided by Project Developer will be new and of the specific type designated by Qwest Ownership of any materials or equipment supplied by Contractor will transfer to Qwest upon receipt by Contractor of final payment for the Work by Qwest. Qwest and Project Developer shall maintain continued coordination regarding the Project, and Project Developer shall ensure that the Contractor also participates in the coordination. This coordination shall include but not be limited to a pre-construction meeting. Project Developer shall be responsible for the scheduling of these meetings. Project Developer will be responsible to Qwest for acts and omissions of Project Developer's and the Contractor's employees and subcontractors and each of their agents and employees, and any other persons performing portions of the Work. Changes: If conditions or circumstances require a change in the Project or the Work, each party shall agree in writing to any changes, including without limitation payment responsibilities, prior to commencement of the Work or the changes. Neither party shall be responsible for any changes to the Work (including without limitation payment responsibilities) made without its prior written consent 4. Payment for the Work/Fees. In consideration for performance of the Work and for the other promises and covenants contained in this Agreement, Qwest agrees to pay to Project Developer the amount set forth on an exhibit to the Schedule rev. 11-06 Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. .2. Agreement NoNCA5514.0 Statement of Work No. NCA5514.SS1.0 (the "PaymenY') in accordance with the Exhibit C"Work Price Schedule" to the Schedule (the "Payment Schedule"); provided, that Qwest shall not make any final payment to Project Developer until Qwest has approved the Work. Project Managers. Qwest: Project Developer: Dennis Libadia Brian Roberts 23315 66 Ave. So. City of Federal Way Kent, Wa., 98032 PO Box 9718 253-372-5360 Federal Way, WA 98063- 9718 rev. 11-06 Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. -3- � � Agreement NoNCA5514.0 Statement of Work No. NCA5514.SS1.0 The parties, intending to be legally bound, have caused this Statement of Work to be executed on the dates set forth below. Qwest Corporation Project Developer (Authorized Signatu (Authorize ignature) Bob Greenwood Brian Wilson (Print or Type Name of Signatory) (Print or Type Name of Signatory) ___ _ ____ __ Vice President Network Operations City Manager/Police Chief ______ (Title) (Title) - v �tJ (Execution Date) (Execution Date) APPROVED AS TO FORM: �u ��� City Attorney, Patricia A. Richardson rev. 11-06 Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. -4- Agreement NoNCA5514.0 Statement of Work No. NCA5514.SS1.0 EXHIBIT A THE PROJECT The City of Federal Way proposes to provide a joint utility corridor for the installation of underground facilities required to facilitate relocation of existing aerial and underground facilities for the Pacific Highway So. HOV Lanes Phase IV project. Qwest facilities on the west side of Pacific Highway South are mounted on Qwest-owned poles. On the east side of the project Qwest facilities are mounted on poles owned by Puget Sound Energy. The joint utility corridor will be located along the east side of Pacific Highway So. from approximate STA 38+00 just south of 18' Ave. So., south to approximate STA 1+00 just south of So. 310 St. as noted on Qwest design 92W2DQ2 which has been incorporated into the City's design plans for the project. The joint trench will include conduit for future use (betterment). rev. 11-06 Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. -5- Agreement NoNCA5514.0 Statement of Work No. NCA5514.SS1.0 EXHIBIT B THE WORK AND THE WORK SCHEDULE The City's contractor will excavate trench and install approximately 12,835 lineal feet of Qwest provided conduit in various duct configurations in the joint utility corridor in accordance with Qwest design 92W2DQ2. The City's contractor will excavate for and install 5- 4484TCA type concrete vaults, 2- 467TA type concrete vaults, 9— 264TA type concrete hand holes and 9 above ground pedestals. All facility installation will be in accordance with the Qwest design 92W2DQ2 which is incorporated into the City's Pacific Highway So. HOV Lanes Phase 4 project design. The City's contractor will be responsible for all excavation including haul off and disposal of spoil, shoring, backfill including imported backfill material, compaction, restoration, including hard surface removal and replacement and labor to install Qwest's facilities. All conduit placed by the City's contractor must be proofed by passing a 3.75 inch outside diameter cleaning mandrel through each 4 inch conduit and placement of a Qwest provided polyethylene measuring tape in each conduit. Conduit that cannot be proofed by means of passing a 3.75 inch cleaning mandrel through the conduit will not be accepted by Qwest until such time as any necessary repairs are made and successful conduit proofing is completed. Vaults installed by the City's contractor must be set to final grade and all vault sections, riser rings and vault entrance covers must be sealed using Conseal mastic provided by Qwest with the vault. Pursuant to RCW 35.99.060 certain elements of QwesYs relocation require reimbursement from the City for the incremental cost difference between theoretical aerial to aerial relocation and aerial to buried relocation. Those elements of the Qwest relocation work that are subject to reimbursement under the statue are identified on the Qwest design and detailed on Exhibit E"Qwest relocation cost summar�'. After installation of all conduit, vaults and pedestals, proofing of conduit, and acceptance of installations by the Qwest field representative, Qwest will provide and place all cable in newly placed conduit and perform cable splicing and service cutover. Qwest will require 120 working days to pull cables, splice and cutover customer service and remove existing temporary aerial facilities and poles from the completion of installation, proofing and acceptance of all conduit, and vaults. rev. 11-06 Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. -6- Agreement NoNCA5514.0 Statement of Work No. NCA5514.SS1.0 EXHIBIT C WORK PRICE SCHEDULE Qwest will pay the City a unit rate as noted in Schedule D of the City's bid opening results for the Pacific Highway So. Phase 4 HOV Lane Project for the installation of 4-inch conduit in City provided joint utility trench on a per lineal foot basis.. Qwest will pay the City a unit cost rate as noted in Schedule D of the City's bid opening results for the Pacific Hwy So HOV Lanes Phase IV project for the installation of 467 TA type vaults on a per vault installed basis. Qwest will pay the City a unit cost rate as noted in Schedule D of the City's bid opening results for the Pacific Highway So. HOV Lanes Phase 4 project for the insta►lation of 4484TCA type vaults on a per vault installed basis. Qwest will pay the City a unit cost rate as noted in Schedule D of the City's bid opening results for the Pacific Highway So. HOV Lanes Phase 4 project for the installation of 264 TA type hand holes on a per hand hole installed basis. Qwest will pay the City a unit cost rate as noted in Schedule D of the City's bid opening results for the Pacific Highway So. HOV Lanes Phase 4 project for the installation of above ground pedestals on a per pedestal installed basis. Qwest will pay the City for iYs proportionate share of Structure Excavation Class B Incl. Haul for Under grounding of Overhead Utilities at the unit cost rate as noted in Schedule A of the City's bid opening results as documented in Exhibit D per cubic yard for trench for those elements. Qwest will pay the City for iYs proportionate share of Pit Run Sand at the unit cost rate as noted in Schedule A of the City's bid opening results as documented in EXHIBIT D per cubic yard for backfill. Qwest will pay the City for iYs proportionate share of Gravel Borrow Incl. Haul at the unit cost rate as noted in Schedule A of the City's bid opening results as documented in EXHIBIT D per cubic yard for backfill. Qwest will pay the City for iYs proportionate share of Shoring or Extra Excavation Class B at the unit cost rate as noted in Schedule A of the City's bid opening results as documented in EXHIBIT D per square foot of trench length and depth. Qwest will pay the City for iYs proportionate share of Temporary Pavement at the unit cost rate as noted in Schedule A of the City's bid opening results as documented in EXHIBIT D per ton. Qwest will pay the City for iYs proportionate share of Flaggers and Spotters at the unit cost rate as noted in Schedule A of the City's bid opening results as documented in EXHIBIT D per hour for all days in which Qwest facilities are installed by the City. Qwest will pay the City for iYs proportionate share of Other Traffic Control Labor at the unit cost rate as noted in Schedule A of the City's bid opening results as documented in EXHIBIT D per hour for all days in which Qwest facilities are installed by the City. All unit cost bid item costs include sales tax. Qwest will pay the City for it's proportionate share of construction management at the rate of 12.5% of the construction subtotal of the above unit costs as documented in EXHIBIT D. Qwest will pay the City for iYs proportionate share of contract administration at the rate of 5% of the project cost as documented in EXHIBIT D. Actual final cost will be calculated based on actual proportionate share of trench occupied by Qwest conduit, actual lineal footage of conduit, actual number of vaults, hand holes and pedestal installed by the City's contractor, Pursuant to RCW 35.99.060 the total actual cost for the installation of Qwest conduit, vaults, hand holes and above ground pedestals will be reduced by an amount equal to the actual incremental cost difference between a theoretical aerial to aerial relocation of aerial facilities where Qwest has an ownership share in the aerial supporting structure (poles) and the aerial to buried relocation of facilities for those elements of the project that fall under the guidelines of the statue as detailed on Qwest design 92W2DQ2 and summarized on Exhibit E "Qwest Relocation Cost Summary' and as described in exhibit B of this statement of work. Costs presented are estimates only, actual costs incurred will be used to calculate final cost of utility relocation portion for reimbursement to the City. rev. 11-06 Qwest Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. _�_ Agreement NoNCA5514.0 Statement of Work No. NCA5514.SS1.0 Total estimated net cost to Qwest for facility installation is $206,445.38. Total actual cost is not to exceed $237,412.18 without prior written approval from Qwest pursuant to section 4 of this statement of work. The costs noted in this exhibit are estimates only. Actual costs incurred based on unit rates as noted in Schedule D of the City's bid opening results will be used to calculate final cost of utility relocation portion for reimbursement to the City. The total actual not to exceed cost does not relieve Qwest from its responsibility for reimbursing the City for legitimate, substantiated delay claims from the City in the event that Qwest fails to perform under the terms of the agreement or fails to complete facility relocation as detailed in exhibit B of this statement of work. Qwest will pay the City within 45 days of receipt of a correct invoice. rev. 11-06 Qwest Confidential and Proprietary Disclose and distribute solely to those individuais who have a need to know. -$- Qwest Joint Utility Trench Costs Aerial to Buried off Qwest-Owned Poles . Total # Total N % PSE qwest Cmcst Conduit Conduit Share %of Begin End PSE 2" PSE 4" PSE PSE 6" Spare 4" 3" CFW 4" This in Trench of %of � of Traftic % of Str Exc % of Pit q of Gravel Thermal FI %of HMA q of HMA Conduit sweeps are not measuretl "� �`�` ,. .�"�.�„�:: :...:� ,'. ..... . ' Thermal Fluidized Backfill Is 100% PSE Cost Mobilization =(Project Mob X(U/G Bid CosVProject Bid Cost - Mob)) Traific Control =(Total TCS +TOtal Flaggers 8 Spotters +Other TC Labor+ Other TC Control + Saquential Airow Sign)(Through January 2011)/3 SUBTOTAL QW EST RESTORATION SHARE OF TRENCH COSTS $144240.48 Glwest Joint Utility Trench Costs Buried to Buried and Aerial to Buried off PSE-Owned Poles Utllity QweetB Uxrest e cn�rests (�west 8 Cawest B a�e awest B t�wes� e Qweet$ awBatB QWest B Qwest B Urrest B c�west s (jrre8t8 (�st e �WesE 8 Qwest B awest B Glv+eet B tAvee� e awest B c�sc e a,�re QWest B Qxrest 8 aWeStB' QWeSt B` Qx�68t B �West 8 l�rvest s f�Weet B Qwwest e est . f�WeSt B�. c�weet s carxeat B aMreSt B Uwa6t$ QweetB U�atB �waet 8 qweae s Qweet B aweet e Totel A PSE awest Cmcst CorMuil Begin End PSE 2' PSE 4" PSE PSE 6' Spere 4^ 3' CFW 4" TMe Statbn Stetion Gaiduk Cond�t Spare 4" CoMWt 8' Conduit Conduit Corduit Udliry �220 .900� � 0� , 0: . 300�. 48p � 1 ' � 7. eoso ezoo i � 460r 620 2 2 820 82D�� � � � 1� � 1 aso szo 0 0 �850��� 650� � �0 � �0 ��650. ��0� � i. �1 '620�� 7S0 � � . . � .2 � . 2 750 890 3 3 890 890� � 1 �. .. 7 . 890� 970� 3 . . �3� �970 11E0� 4 � . 4�. . �7120�� 1120�. � � 2 � �2� 8915 8960 5 5 8880 �15 0 1120� 1500�. �. 1 7 1tffi� N50: 7 7 �oso �ioo � i 7100 72W. � � �1 .. 1. 1�150 1780 . � �8�� 8 1190 13Bti� . .1�� � � 1 � 1365 15Q0 t 1 15�0 1580� 7 1 �7580��1675 . 2 � �2 1675 1820�.. � 3 3 1820 � 1900: � 2� 2 � 8Q50 � 8150 1 1 1900. 2120�� i . 1 � .212��� 212q� t . 1 � E120 . 2390 . . 3� � �3 . 2390. 2400 �. 3 �3 � auso s�so 0 0 2400 ZA80 3 S 9050- .8f184 . . 2 � . 2 . .9080. ..82�W. .2 . 2� 885Q 9050 6 8 89fi0 8850�' � �8� . �.8. �.8800� .8900�� . . � � �3 S� 8850 N00 9 3 �8700. 8850� �9.. � 3 � 2480�� :252U� 3 3�. 2620�� ��.�75� . 2 � 2 . �5 z�o x 2 Tot� #t Condult in Trench 582.118' 11 i 12 5 2 1 z 19 12 5 15 17 12 18 5 a 3q 15 2 27 12 12 t2 13 ra Y4 1 12 5 15 iz 4 Yt a 2 25 � �x 10 3 18 11 tt Relocation and Betterment Trench � � 160 �sa +w 100 770 55 uo 13Q 140 90 � 150 85 as 35 380 30 50 1W 40 175 135 ffi1 95 145 80 100 � 110 210 70 8tl � � 160 100 50 50 50 150 40 155 275 Share of Trench 0% 9% i00% 17% zox u% 0% so% 18% 25% ZO% 20% 24% ��. 28% 0% 25% 2396 796 50% 30% 8% Bk � 75% 21% 14% 10096 8% 20% 209b z�% 0% 14% 50% 100% 24% 31% � 3f1% 100% 17% 18% 18% ts% %ol %ot TraNic %of Str Exc %of Pft Mobilizauon Conlyd tor U/6 %M Starinp fl� Send '$0.90. f0.00 :ffi•W � �.00 � �...SO.W $117.87� - 5438.35� $678.87 S72.OT $213.86 a,.z,s.se sa.asa.ez 3s.seo.� s7a2.s� 32.2os.+s 52,s.,o S�se.az s a,�e.o S�2.os i182.08. .:�$589.98 . �30�.88 ��589:07�. '$284�.06� so.00 w.00 so.00 so.00 ao.00 . $0:00 '50.00 $O.W . :50:00� �� ..SO.W� ��z.as as;sss.e:, ss.sea.,s asss.os a,;�ea.se $191.55. ��.$709.06� a1.098.81 �. $117.01 �$347.52� a�ea.s� a,,oae.ss s,.ete.�, a,�.� �,aso 5145.87� $599.98 5937.82�� 589.11 . $ZB4.85�. $129.88 5479.96 $744:55 57921 $23525 $288:02. :57,058.78.� 51�642.40 �5174;72� $518:93� � '$114.80 5424 .f65924� $70:13 $20829 s�or.3o as�a.se ssai.se ,sa,.ea ates.�s $0.00 So.00 So.oO EO.ar �O.W s�ss.e� az,eas.ee sa.azo.» aa�o:so a,,ass.�s s�s.r� rcos.se s�zs.�< g�a.es a,oz,sz 527.01 5100.00 � 5155.12�. 518.50� ...549.01� � $405.78 $1 �499.94 . $2�328.73� � 5247.52� . � 5735.15 � sss.os Ss�.sa Sss,.� sse.s� ana.za �$118.18 .$437.46 .$678.83�� :$72:19� $214.42� 591.17 $937.49 . 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'$414.36 iao5.,s a,,oas.sa 32.�2s.r3 s2a�.sz sr,�5.,s % of % of Gravel Themiel Fl Bonow B/P %of CDF �•� $t99:55 53,089.1 t 3548.n �atr.ea �.� aO.W ��:2.47129 .Saee.n SMO.�s $370.� � ��$329.50 Z726.85 $"281:75 s�s�:a� �•� s,,ass.aa $144:18 $B8.85 a,.ozs.�o glaa.oe $1 �.� $231.88 a,�:zs Ssoo•as S�e.ea $235:36 52,059�.41 stn.ss $453.Q7 f�4.95 5380.40 �.� E�4.86 �308.9Y S3R95.05 5 54�4.28 f318.83 �.� aO.W a,eo.ol a,,ess.4a �.� S2a�.52 �•� SO•oo a+;aes.is $292.53 3433A 7 5222.77 a,ee:oz .. S498.87� . 5175.33 a,�a:�o $0.00 $1�,175J4�. 586.83 S4125 581&81 . �S1a8.86� a,eo;as a,as.� sez.sr '$180.86-: S38a.55 ..5141.14�. $1.,297.82 � 8228.90 . �52�229 . . E519.90 � �.� a,ss.o, s,es.ea St�S80.� 5287.03 a,so..o a,sa.�o �S1B5.@4�. a,,ess.aa �� $82�.51. 50.00 a,z.so s,�.�s $23.10 a,�.a� so.00 �.W s,os.ss $20•48 S3o.s2 815:59 513.88 �� �:530.58 a,zz� a+o.es $O.W 582.30 56.08 5t.88 y�.�t 510i27 S1z.s3 S9J5 5578 s,2:ss 526.82 Z9.90 $88.6.9 515.88 E19.06 $36:� a,�.,s �.W g8.45 a+a.00 $138.81 $20.79 513.39: sto.es E13.00 E12s.9s S5J8 si • 7'herrnel Fluidzed BecMiM Is 100% PSE Cat _ MobulaaUw� .(Pro�ect Mob X(u/G �a cosuProlea ea cost- Mon)) SUBTOTAL QWEST BETTERMENT SHARE OF TRENCH COSTS $233,188.58 T�ific Contrq =(Ta�l TCS + TMd Ragpere & Spotters + Other TC L�w + Oq�er TC CaNd + Sequer�tlal Artow Slyn)(TMaph January 2071 u3 Conduk sweepe are rrot measured % ot CSBC SQ.W x+z.sa Ss38.e3 �S9.B5 ¢�.� `50.00 �.� 5t�.37 563.05 578.55 $40.40 535.91 $79.21 �31.78 aza.os SO.W 521320 a,s.�, 57.48 ai,z.z, 526.80' 532.73 52525 S,a.ss 591.8f1 sl S�.�a $25.85 ST24.42 Sai.�a $49.37 Ssa.� 53927 SO.W Szaan- 4 593.88 S�s.Oe 559.88 Saa.Ss axe.os Si3.66 5338.�i $14.96 SB325 a„2z, %of HMA %of HMA 1/2" 1" Nates So.00 538.40 �se.oa a%0.4t %0 $52.81 $0.00 $0.00 xt�s.es SG2:41 �2.41 547.52 $4224 $�i.t9 $37.40 s+a,ao So.00 s�o.e3 $ie.aa �:� 3�3z.oi $3129 s3e.so $29.70 3]�.� $38.b9 382.04 $30:17 sz64.ai Z48.40 $58•09 8��o.ae 34820 S0.0o s�e.eo $99.60 a42'2.44 �i.37 34o.e2 �a.ao $38:60 5396.04 an.eo �a.at s�a2.o� �.� �.� s�,.ss a66.07 Sas.So $0.00 $0.00 5297.03 $58.51 586.83 S14•55 539.60 $87.36 $95.07 aso.�a �.� 5235.15 sn.a3 5825 a123J6 $29.34 $36.10 527.&5 a,s.�o sse.ia �76.91 52828 $247.52 $as.3e 5sa.as a,a3.ss 543.32 so.00 $27.00 $37.13 5386.04 558.41 538.08 aso.sa $37.13 xi7l.zs a,s.so 3aeas a,�.�s E427.54 K1S'TREETSlPRQ1ECTSiSH99 Phese INUdlidesUaint Trmch Caefs Estlmate Phaee N 081031 SCHEDULE E - QWEST UNDERGROUNDING — — — -- — — L ' � " '° 6���. � � ' �� � � �i�� W,«? � ' .�.k.�,...n�{.��1 � f�d �� J -- -- -- — —__ -- — -- — — Pacific Highway Phase 4 HOV Lane Project Relocation Cost Summary True Up by Qwest 120309 Theoretical aerial to aerial relocation Labor Activity aerial anchor Activity aerial down guy Activity pole installation Activity aerial cable Activity aerial strand Activity cable splicing, includes splcing material and equip Activity aerial splicing set up Aerial cable and strand removal Pole removal Splice pole mount serving terminal Terminal splicing set up Service cutover Design Engineering Tokal Material 600 pair copper cable 100 pair copper cable Pole 35 ft. class 4 Anchor screw in type with rod Down guy strand Aerial strand Pole Terminal 25 lug Aerial to Buried Relocation Qwest owned poles Labor Trench excavation Glue and install conduit Install Vault 467 TA Install Vault 4484 TA Install Hand Hole 267 TA Install pedestal 12.5% Construction Management 5% Project Administration Pull cable in conduit Activity cable splicing includes materials and equip Activity splicing set up Splice buried terminal Terminal splicing set up Service cutover Design Engineering Qwest inspection Material Quantity Cost Line Item Total 5 $134.19 $670.95 5 $30.85 $154.25 12 $73.41 $880.92 2280 $1.57 $3,579.60 2280 $0.46 $1,057.69 61.37 4 2280 12 12 12 55 30 1900 380 12 5 150 2280 12 Quantity 1 4830 2 5 4 1 1 1 $96.13 $5,899.50 $144.12 $576.48 $0.45 $1,015.97 $101.68 $1,220.16 $9.41 $112.92 $144.12 $1,729.44 $17.01 $935.55 $70.00 $2,100.00 $11.46 $21,770.20 $2.01 $763.80 $304.65 $3,655.80 $143.01 $715.05 $0.27 $40.50 $0.27 $615.60 $163.25 $1,959.00 $49,453.38 Cost $144,240.48 $4.00 $800.00 $500.00 $300.00 $250.00 $21,138.81 $9,512.46 Line Item total $144,240.48 $19,320.OQ $1,600.00 $2,500.00 $1,200.00 $250.00 $21,138.81 $9,512.46 $2,403.00 4 inch conduit 2700 $0.89 74.37 4 12 12 55 225.8 22.4 4830 $96.11 $144.12 $9.41 $144.12 $17.01 $70.00 $51.99 $1.25 $7,147.70 $576.48 $112.92 $1,729.44 $935.55 $15,806.00 $1,164.58 $6,037.50 Total 264 TA hand hole 4484 TA vault Cable 50 pair Cable 100 pair Cable 400 pair Cable 600 pair Pedestal Terminal BMT 25 lug Terminal Ped 25 lug 3 $2,058.75 $6,176.25 5 $5,898.96 $29,494.80 0 $1.70 $0.00 380 $2.01 $763.80 0 $6.05 $0.00 2320 $12.59 $29,208.80 6 $61.88 $371.28 7 $383.88 $2,687.16 5 $109.55 $547.75 $304,924.76 Buried to Buried and Aerail to Buried off PSE owned poles relocation and betterment Labor Trench excavation Install Vault 4484 TA Install Hand Hole 267 TA Install pedestal 12.5% Construction Management 5% Project Admininstration Glue and install conduit Pull cable in conduit Activity cable splicing includes materials and equip Activity splicing set up Splice buried terminal Terminal splicing set up Service cutover Design Engineering Qwest inspection Total Material 4 inch conduit 267 TA hand hole 4484 TA vault Cable 50 pair Cable 100 pair Cable 400 pair Cable 600 pair Pedestal Terminal BMT 25 lug Terminal Ped 25 lug ESTIMATED CITY SHARE OF CONSTRUCTION COSTS Aerial to Buried Relocation from Qwest Owned Poles ESIMATED QWEST SHARE OF CONSTRUCTION COSTS Theoretical Aerial to Aerial Relocation Cost Aerial to Buried off PSE Poles, Buried to Buried and Betterment Subtotal Qwest Construction Cost Quantity 1 0 5 8 1 Line Item total $233,188.58 $0.00 $1,500.00 $2,000.00 $29,586.07 $13,313.73 $32,020.00 $0.00 8005 2130 Cost $233,188.58 $500.00 $300.00 $250.00 $29,586.07 $13,313.73 $4.00 $0.00 0 $96.11 $0.00 0 $144.12 $0.00 0 $9.41 $0.00 0 $144.12 $0.00 0 $17.01 $0.00 177.42 $70.00 $12,419.40 17.6 $51.99 $915.02 8005 $0.00 $0.00 5 $0.00 $0.00 0 $0.00 $0.00 441 $0.00 $0.00 1001 $0.00 $0.00 265 $0.00 $0.00 423 $0.00 $0.00 8 $0.00 $0.00 5 $0.00 $0.00 8 $0.00 $0.00 $324,942.81 $304,924.76 $49,453.38 $324,942.81 $374,396.19 Total Estimated City Expense Total Estimated Qwest Expense Plus Theoretical Aerial to Aerial Relocation Cost AMOUNT OWED THE CITY BY QWEST $511,370.14 $167,950.81 $206,445.38 RECONCILIATION City Share of Construction Costs $511,370.14 Less Amount billed to Qwest - $206,445.38 $304,924.76 Qwest Share of Construction Costs Plus Amount Billed to Qwest $167,950.81 + $206,445.38 $374,396.19