Loading...
AG 13-063RETURN TO: �� ExT: � � 7� � CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGItYATINGDEPT/DIV: PUBLICWORKS/ 5����"�S 2. ORIGINATING STAFF PERSOPI:_ � r 1 a 1n IZP� � a(`�C EXT: �% Z 3 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT �E.G., RFB, RFP, RFQ� �'PUBL[C WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICEAGREEMENT ❑ MAINTENANCE AGREEMENT O GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.Cz BOND RELATED DOCUMENTS� ❑ ORDINANCE ❑ RESOLUTION C� CONTRACTAMENDMENT(AG#): a INTERLOCAL ❑ OTHER ' S. PROJECT N S c-v �3 ��, �'' � C�i �"l ���'�' �' e�bcct'i-" ( O �j ,f{-9 f� 2 ��-t C'v�-{- � 6. NAME OF CON'TRACTOR: u C.' ADDRESS: 1 � / -{" (itJ 3 2- TELEPHONE: Z S- 3^ 3 72 - 53 Sg E-MAIL: e��. u.� ce � K r/� �, r,+., FEvc: SIGNATURE NAME: � wi �a r� m � L'i P� l�IJmr �r SO �, TITLE: �� �w ar ��ca ��+1q f� Cb ti s'�r 7. EXHIBITS AND ATTACHMENTS: ❑ 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. / / 8. TERM: COMMENCEMENT DATE: �! 27 � J�'J COMPLETION DATE: ���f � Z�'TJ � I�� 9. TOTAL COMPENSATION: $ SO, Z ZC� � (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, MAXIMUM DOLLAR AMOUNT: $ ___ __ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ o PURCHASING: PLEASE CHARGE TO: CQ � t ur L� � IC I S re � w� b u rs i �c '�,i � C� "� 1 O. DOCUMENT / CONTRACT REVIEW �PROJECT MANAGER t, T1n���eTnrrARnrTer�r�=� �' DEPUTY DIRECTOR �DIRECTOR u'�%[ �i'-iVT{r r'T�i,T.fIITTT ii� APPT i!'�nr r\ �LAW DEPT [� Y / 11. COUNCIL APPROVAL �IF APPLICABLE� IN L/ D TE VIEWED /z f3 � `��,.�,� � - COMMITTEE APPROVAL DATE: -�J�y�I3 12. CONTRACT SIGNATURE ROUTING O SENT TO VENDOR/CONTRACTOR DATE SENT: , I Z-� 1�� ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS �,�,�,�,D�&PT �r SIGNATORY �MA�O D CTO � CITY CLERK � ASSIGNED AG # '`�l SIGNED COPY RETLTRNED `�RETURN ONE ORIGINAL INITIAL / ATE SIGNED AG# — DATE SENT: 3• Z S'��_ PAID BY: o CONTRACTOR ❑ CITY INITIAL / DATE APPROVED � � COUNCILAPPROVALDATE:3 S �(Q� � DATE REC'D: �IZS�I ../ COMMENTS: EXECUTE ° Zu ORIGINALS P 1� s P C� H�� r wi r.c � � T In Q I' i a�-, � e�p rP tvi i � r u a � � e h�u �wr �� H� �� s io� c� a'�'u re 12/9 Agreement No: NCA7900.0 AGREEMENT FOR JOINT CONSTRUCTION NCA7900A THIS AGREEMENT (the "AareemenY') is entered into as of mGrf'�� 2-, , 2013 between CenturyTel Services Group LLC, a Louisiana limited liability company ("CenturvLink"), and The City of Federal Way, a Washington State municipal corporation. I. 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. 2. TERM: The Agreement will commence as of the Effective Date and will continue through December 31, 2014 ("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. 3. 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"Proiect„). In connection with the Project, it is necessary or desirable that Century.Link install telecommunications facilities in the area in which the Project will be performed (the "Site") or that CenturyLink's 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"). CenturyLink 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 CenturyLink, 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 CenturyLink, Project Developer will issue an invoice by the method agreed upon by the parties. Unless otherwise required by law, CenturyLink 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 applicable charges and taxes (if Project Developer is a private entity, exclusive of taxes based on Project Developer's income). CenturyLink will be liable only for undisputed and correct taxes itemizetl 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 CenturyLink 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. CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 11/06 1 Agreement No: NCA7900.0 CenturyLink 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 CenturyLink for Work, Project Developer waives any claims that Project Developer may have against CenturyLink 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 CenturyLink for the Work, The Project Developer shall repair any defective work or material at no cost to CenturyLink, 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 CenturyLink may seek to enforce Project Developer's obligations under the Agreement or within which Project Developer must comply with the Agreement. Upon notice from CenturyLink, Project Developer will immediately, at no cost to CenturyLink, 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, CenturyLink 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 CenturyLink. 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 CenturyLink equipment, real estate or other property on account of the Work. CenturyLink 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 CenturyLink 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. 8. 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 CenturyLink. 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 CenturyLink 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 CenturyLink any accidents, injuries or property damage arising from the performance in connection with the Agreement. Project Developer will provide CenturyLink with copies of any safety, health or accident reports that Project Developer files with any third party with respect to CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 71/06 2 Agreement No: NCA7900.0 Project Developer's performance in connection with the Agreement. 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 CenturyLink, 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. CenturyLink will indemnify, defend and hold harmless Project Devetoper, 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 CenturyLink in connection with the Agreement or (b) any breach by CenturyLink 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 CenturyLink, 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"Best's" 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 Ce�turyl.ink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 11/06 3 12. Agreement No: NCA7900.0 Million Dollars ($1,000,000) for each accident. 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 tor bodily injury or property damage. Certificates of Insurance. Project Developer shall require its Contractor to fonNard to CenturyLink 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 CenturyLink. The insurance certificates shall provide that: (i) CenturyLink 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 CenturyLink; (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 fulfilted. 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 CenturyLink. 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 CenturyLink as of the date of termination. CenturyLink will have no other liability arising out of termination of this Agreement or a Schedule. Material Breach. CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 11/06 4 Agreement No: NCA7900.0 Either party may terminate this Agreement (including its Schedules), in whole or in pa�t, by written notice 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 CenturyLink business practices for suppliers. Should any provisions of the CenturyLink 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 CenturyLink business practices for suppliers may be found at http://www.CenturyLink.com/about/com pany/ethics/files/SuppliersBrochure-.pdf Remedies; Future Projects. No remedy specified in this Agreement will limit CenturyLink's other rights and remedies arising in connection with the Agreement, at law or in equity. CenturyLink's participation in the Project pursuant to this Agreement shall not be construed as an agreement to participate in any future projects. Governing Law. CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 17/06 5 Agreement No: NCA7900.0 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. CenturyLink, or its designee, may inspect, audit and make copies of such records, for CenturyLink's 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 CenturyLink. Any attempted assignment by Project Developer without CenturyLink'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"; "Indemni�cation"; "Work Product"; "Limitation of Liability"; "Dispute Resolution"; and "Choice CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 11/06 6 Agreement No: NCA7900.0 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. CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev.11/06 7 Signature Block Agreement No: NCA7900.0 The parties, intending to be legally bound, have caused this Agreement to be executed as of the Effective Date. CenturyLink City of Federal Way ' �� �' � �— (Authorized Signature) (Authorized Signature) Sam Farhat Skip Priest (Print or Type Name of Signatory) (Print or Type Name of Signatory) Director Local Network Engineering & r�ayor Construction (Title) (Title) 2 y/�3 �z-�/�3 (Execution Date) (Execution Date) Address for Purposes of Notices: Address for Purposes of Notices: Jeff Watson Brian Roberts 23315 66'h Ave. So. City of Federal Way Kent, Wa., 98032 33325 8th Ave S 253-372-5358 Federal Way, WA 98003-6325 jeff.watson@CenturyLink.com With copies to: 253-835-2723 CenturyLink Services Corporation Law Department — Procurement General Counsel Agreement # 1801 California St. Denver, CO 80202 APPROVED AS TO FORM: City Attor Patricia A. Richardson CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. Rev. 11/06 8 Agreement No. NCA7900.0 Statement of Work No. NCA7900.SS1.0 STATEMENT OF WORK NO. NCA7900.SS1.0 to AGREEMENT FOR JOINT CONSTRUCTION NCA7900.0 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 will have the meanings set forth in the Agreement. Term. This Statement of Work will commence as of iYiG.r'�. 2-�1 ��) 3 (Effective Date) and will continue through December 31, 2014 (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 CenturyLink, prepare and provide to CenturyLink engineering drawings, specifications and construction standards for the Project (the "Proiect Develoqer's Specifications"). Project Developer shall choose and pay all costs associated with the Contractor and shall provide to CenturyLink 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 CenturyLink of any changes in the Work that will result in additional costs to CenturyLink, and will obtain CenturyLink's 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 CenturyLink's receipt of Project Developer's Specification, CenturyLink 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 ("CenturvLink's Sqecifications"). CenturyLink's Specifications shall show in detail the quantity and size of all facilities and equipment to be used by CenturyLink that Project Developer will install pursuant to this Statement of Work. CenturyLink shall notify Project Developer in writing of any changes it wishes to make in CenturyLink's Specifications, and such changes shall be made, if feasible. CenturyLink shall pay for all costs attributable to the changes. If the Work includes installation of new vaults and/or conduit, CenturyLink will install all wires, conductors and any other equipment needed to complete the CenturyLink 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 CenturyLink, and CenturyLink 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, CenturyLink will perform cut-over and transfer of existing CenturyLink customers to the new or relocated Facilities and/or remove any replaced aerial CenturyLink Facilities or underground CenturyLink Facilities that are in conduit or manhole structures only in accordance with the Work Schedule set forth in Exhibit B. CenturyLink shall in no 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 CenturyLink's approval of the replacement Facilities. The Facilities and all associated equipment shall be owned solely by CenturyLink, and CenturyLink 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 CenturyLink, Project Developer shall grant, provide and/or assign to CenturyLink 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 rev. 11-06 CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. -1- Agreement No. NCA7900.0 Statement of Work No. NCA7900.SS1.0 utilities prior to performing any Work. Project Developer shall ensure that its Contractor shall be 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 CenturyLink 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 CenturyLink. At CenturyLink's sole option, CenturyLink may elect, rather than having Project Developer make any repair to CenturyLink facilities described in this subsection, to have the repair made by CenturyLink's employees or contractors. If CenturyLink or its contractor perForms the repair, CenturyLink will invoice Project Developer for CenturyLink's reasonable and documented costs, including without limitation labor costs, and Project Developer will pay CenturyLink for such costs for repair of damage to CenturyLink's existing facilities within forty-five (45) calendar days after receipt of an invoice. CenturyLink will be responsible for providing all traffic control associated with the installation and/or removal of Facilities for which CenturyLink 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. CenturyLink shall have the right at all 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, CenturyLink 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 CenturyLink. As set forth in Exhibit B, Project Developer and CenturyLink shall each provide some materials for the Project. All materials provided by Project Developer will be new and of the specific type designated by CenturyLink Ownership of any materials or equipment supplied by Contractor will transfer to CenturyLink upon receipt by Contractor of final payment for the Work by CenturyLink. CenturyLink 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 CenturyLink 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. 3. 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. rev. 11-06 CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. -2- Agreement No. NCA7900.0 Statement of Work No. NCA7900.SS1.0 In consideration for performance of the Work and for the other promises and covenants contained in this Agreement, CenturyLink agrees to pay to Project Developer the amount set forth on an exhibit to the Schedule (the "Pavment") in accordance with the Exhibit C"Work Price Schedule" to the Schedule (the "Pavment Schedule"); provided, that CenturyLink shall not make any final payment to Project Developer until CenturyLink has approved the Work. 5. Project Managers. CenturyLink: Project Developer: Dale Hartman Brian Roberts 23315 66 Ave. So. City of Federal Way Kent, Wa., 98032 33325 8 Ave S 253-372-5364 Federal Way, WA 98003- 6325 rev. 11-06 CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. -3- Agreement No. NCA7900.0 Statement of Work No. NCA7900.SS1.0 The parties, intending to be legally bound, have caused this Statement of Work to be executed on the dates set forth below. APPROVED AS TO FORM: City Attor Patricia A. Richardson rev. 11-06 CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. -4- Agreement No. NCA7900.0 Statement of Work No. NCA7900.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 underground facilities for the 21 St Ave. SW & SW 336th St project. CenturyLink has existing underground facilities in conflict with project design that will be relocated using the joint utility corridor. rev. 11-06 CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. -5- Agreement No. NCA7900.0 Statement of Work No. NCA7900.SS1.0 EXHIBIT B THE WORK AND THE WORK SCHEDULE The City's contractor will excavate trench and install approximately 1870 lineal feet of CenturyLink provided conduit in various duct configurations in approximately 800 trench feet of the joint utility corridor in accordance with CenturyLink design E.405218. The City's contractor will excavate for and install 1- 4484TCA type concrete vault that will overset existing facilities, 1— 264TA type concrete hand hole and 1-25TA type concrete hand hole that will overset existing facilities, 1-8" closure, and 1-12" closure. All facility installation will be in accordance with the CenturyLink design E.405218 which is incorporated into the City's 21 St Ave. SW & SW 336t" St. project design. The City's design Consultant will design and provide joint utility trench plans to insert into the project construction plans per the scope of work attached in EXHIBIT D-1. CenturyLink's pro-rata share of the design labor cost is attached in EXHIBIT D-2. 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 CenturyLink'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 CenturyLink 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 CenturyLink 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 CenturyLink with the vault. After installation of all conduit, vaults and pedestals, proofing of conduit, and acceptance of installations by the CenturyLink field representative, CenturyLink will provide and place all cable in newly placed conduit and perForm cable splicing and service cutover. CenturyLink will require 45 working days to pull cables, splice and cutover customer service from the completion of installation, proofing and acceptance of all conduit, and vaults. rev. 11-06 CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. -6- Agreement No. NCA7900.0 Statement of Work No. NCA7900.SS1.0 EXHIBIT C WORK PRICE SCHEDULE CenturyLink will pay the City a unit rate as noted in Schedule C of the City's bid opening results for the 21 st Ave. SW and SW 336�h St Project for the installation of 4-inch conduit in City provided joint utility trench on a per lineal foot basis as documented in EXHIBIT D-3. CenturyLink will pay the City a unit cost rate as noted in Schedule C of the City's bid opening results for the 21 �` Ave. SW & SW 336th St. project for the installation of one 4484TCA type vault on a per vault installed basis as documented in EXHIBIT D-3. CenturyLink will pay the City a unit cost rate as noted in Schedule C of the City's bid opening results for the 21� Ave. SW and SW 336th St. project for the installation of one 264 TA type hand hole on a per hand hole installed basis as documented in EXHIBIT D-3. CenturyLink will pay the City a unit cost rate as noted in Schedule C of the City's bid opening results for the 21� Ave. SW and SW 336th St. project for the installation of one 25 TA type hand hole on a per hand hole installed basis as documented in EXHIBIT D-3. CenturyLink will pay the City a unit cost rate as noted in Schedule C of the City's bid opening results for the 21 �` Ave. SW and SW 336th St. project for the installation of one 8" Closure on a per each installed basis as documented in EXHIBIT D-3. CenturyLink will pay the City a unit cost rate as noted in Schedule C of the City's bid opening results for the 21� Ave. SW and SW 336th St. project for the installation of one 12" Closure on a per each installed basis as documented in EXHIBIT D-3. CenturyLink will pay the City for its proportionate share of Structure Excavation Class B Incl. Haul for Underground Utilities at the unit cost rate as noted in Schedule A of the City's bid opening results as documented in Exhibit D-4 per cubic yard for trench for those elements. CenturyLink will pay the City for its 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-4 per cubic yard for backfill. CenturyLink will pay the City for its 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-4 per cubic yard for backfill. CenturyLink will pay the City for its 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-4 per square foot of trench length and depth. CenturyLink will pay the City for its proportionate share of Controlled Density Fill (CDF) at the unit cost rate as noted in Schedule A of the City's bid opening results as documented in EXHIBIT D-4 per square foot of trench length and depth. CenturyLink will pay the City for its proportionate share of Crushed Surfacing Base Course (CSBC) at the unit cost rate as noted in Schedule A of the City's bid opening results as documented in EXHIBIT D-4 per square foot of trench length and depth. CenturyLink will pay the City for its 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-4 per ton. CenturyLink will pay the City for its proportionate share of traffic control at the unit cost rates as noted in Schedule A of the City's bid opening results as documented in EXHIBIT D-4 per hour for all days in which CenturyLink facilities are installed by the City. CenturyLink will pay the City for its proportionate share of Mobilization at the unit cost rate as noted in Schedule A of the City's bid opening results as documented in EXHIBIT D-4 per hour for all days in which CenturyLink facilities are installed by the City. All unit cost bid item costs include sales tax. CenturyLink will pay the City for its 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-4. CenturyLink will pay the City for its proportionate share of contract administration at the rate of rev. 11-06 CenturyLink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. -7- Agreement No. NCA7900.0 Statement of Work No. NCA7900.SS1.0 5% of the project cost as documented in EXHIBIT D-4 Actual final cost will be calculated based on actual proportionate share of trench occupied by CenturyLink conduit, actual lineal footage of conduit, actual number of vaults, hand holes and pedestal installed by the City's contractor. Costs presented are estimates only, actual costs incurred wili be used to calculate final cost of utility relocation portion for reimbursement to the City. Total estimated net cost to CenturyLink for facility installation is $53,926.00 as documented in EXHIBIT D-5. Total actual cost is not to exceed $62,014.90 without prior written approval from CenturyLink 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 C 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 CenturyLink from its responsibility for reimbursing the City for legitimate, substantiated delay claims from the City in the event that CenturyLink 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. CenturyLink will pay the City within 45 days of receipt of a correct invoice. rev. 11-06 Centuryl.ink Confidential and Proprietary Disclose and distribute solely to those individuals who have a need to know. _g. Agreement No. NCA Statement of Work No. NCA EXHIBIT D-1 City of Federal Way 215` Ave SW @ SW 336`h St/SW Campus Dr Intersection improvement Project CH2M HILL, Inc. Scope of Work Amendment #4 Description: The City has directed the Consultant to incorporate a joint trench design into the plan set to accommodate relocation of Puget Sound Energy, CenturyLink and COMCAST facilities. The facilities in question are located near the Dairy Queen at the west end of the project on the south side and at the intersection of 215t Ave SW and SW 336th Street and extending east to 19th Ave SW. In addition trench crossings will be necessary on the north and east legs of the intersection. Scope: The Consultant will modify the current illumination plans (three (3) drawings) to illustrate the locations of the joint trench, utility vaults, handholes, closures and pedestals. The Consultant will revise the utility detail sheet (one (1) drawing) to include two (2) typical trench sections for the joint trench. The Consultant will modify the current staging plans (seven (7) drawings) to incorporate work necessary to construct the joint trench and install the facilities. The Consultant will review the relocation plans provided by the utility companies and use those as a basis for the location of the utility joint trench and facilities. Where conflicts are identified between the current design stormwater, illumination, and traffic signal equipment locations the Consultant will make adjustments to the utility company locations to avoid conflicts. Where significant modifications are identified the Consultant will alert the City prior to making revisions. The Consultant will develop a construction cost estimate for each utility company facility relocation that will include the construction costs for the joint trench and installation costs for the associated conduits, vaults, handholes, closures and pedestals. Quantities for conduits, vaults, handholes, closures and pedestals will be provided by each utility company for their facilities. The Consultant will incorporate the construction costs into the total project construction estimate and create three additional bid schedules (B, C, D) fo� the bid package. The Consultant will develop special provisions related to the relocation of the utility company facilities. Assumptions: Utility Company provided pothole data information is accurate and represents actual field conditions at the specific location measured. It is assumed that a straight line interpolation between data points best represents the horizontal and vertical location of facilities. The Utility companies were provided both existing and design basemaps for their use in their design. It is assumed that the utility companies have performed their own conflict review and the cu�rent locations of their planned facilities avoid significant conflicts with other design elements. In the event that significant conflicts are found additional design costs will be incurred. It is assumed that one round of review comments, consolidated comments from LUD and the City, will be incorporated into the design. The budget for this work is limited to the budget attached. Costs beyond this budget will be considered extra work. Deliverables: \� Revised plan sheets (eleven (il) sheets). Construction cost estimate per utility Revised total project Construction Cost Estimate Revised Bid Schedule Utility Relocation special provisions Centurylink Confidential and Proprietory Disclose and distribute solely to those individuals who have a need to know -9- Rev.11-06 EXHIBIT D-2 Agreement No. NCA Statement of Work No. NCA CenturyLink proportionate share of Joint Utility Trench design cost: $15,118.90 X 23.3% _ ,�i3�522.%� CenturyLink Confidential and Proprietory Disclose and distribute solely to shose individuals who have a need to know rev. 11-06 - 10 - EXHIBIT D-3 AgreementNo.NCA Statement of Work No. NCA Attachment C BID SCHEDULE CITY OF FEDERAL WAY 21" Avenue SW at SW 336"' Street Intersection Improvements RFB # 13-103 BID SCHEDULE C -CenturyLink All unit prices in eid Schedule C shall include applicable sales tax. CenturyLink Co�dentlal and Proprietory Disclose and distribute solely to those indivitluals who have a need to know rev.11-O6 _ �� _ Utiliry Vaufl Chnk Clink Exsly HH Clink vye Clink Clink sv.eep Chnk Clink Chnk Clink 4484-TA Clink JCT-W Clink JCT-E l;llnk AP Clink av.eep Chnk Clink Clink Clink 72" Clsi Clink E�tg VII Clink JCT-E Cllnk Clink Clink Tolal # Gmcst Cmcst Total # Conduit Beyin End PSE 7" PSE 4" CLink 4" 2" 4" Conduit in Station Station Conduit Conduit Conduit Conduit Conduit This Utiliry Trench 12685 32708 0 1 32708 32751 D 2 72757 J2776 1 1 3 J2776 32796 0 1 72776 J2910 1 1 7 32910 J2910 1 1 3 32910 32857 1 1 J 33517 31535 0 1 33535 37545 0 2 335{5 335)2 7 1 3 J3572 33625 1 1 5 73625 3J665 1 1 6 33665 33878 1 1 6 37838 33878 U 7 33838 73878 0 1 77838 74013 0 2 33838 7J872 7 1 7 20949 21026 0 1 21026 21090 2 2 3 21090 21216 4 4 12 21276 21227 4 4 12 21227 21234 4 4 4 PlO�b�[ TOldl6 NOTES Contlurt sweeps a�e not measured CentryLink proprtionate share oi Joint Utillry Trench�. $23.268.52/599 781 .18 = 23.3 i� Trench Length 23 43 25 20 134 25 53 18 10 27 5J 55 173 30 �a ns sa 77 64 126 11 1.209 EXHIBIT D-4 / Share of % of % af TraKc % of SV Exc % of % of Pit Run % ot Gravel lrench Mobiliza0on Control brU/G Shonng Sand Borrow 0% 50.00 50.00 50.00 50.00 50.00 Oh $0.00 50.00 $0.00 50.00 y0.00 73% $I8.05 S14U,17 58559 557.71 $22.65 51 0/ Sa.00 5a.0o 50.00 $0.00 50.00 37% 5257.54 $751.37 5458.75 5277.27 3121.{0 S6 33% 516.05 $140.17 585.59 551.77 $22.65 $1 33% $101.86 4297.17 $181.�1 1109.67 $48.02 12 0 � 40.00 50.00 $0.00 30.00 50.00 or so.00 so.00 ao.00 so.00 so.oa �}�0 351-89 5157.39 392.�7 555.87 521.l6 51 20% $61.12 5178.30 $108.87 565.60 f28.81 E7 17% $52.85 $154.19 391.15 556.90 524.91 51 17% $166.25 4485.00 529fi.1J 5178.y9 578..77 YI oi sa.00 sa.00 sa.00 soou so.ao Or� 50.00 So.oU Sa.00 50.00 30.ao o � so.00 so.00 ao.00 so.00 so.00 100°.0 $288.29 5841.04 5513.52 5710.38 $1J5.90 57 0%. 50.00 50.00 50.00 $0.00 50.00 67%, $246.01 5717.68 $478.21 $264.Bti 5115.97 $6 3� o $2�2.17 $706.47 5431.36 $260 72 511/.15 $6 33% 321.14 561.68 SJ7.66 52276 59.97 S 100%� 510.36 $717.75 $71.89 513.�5 519.03 S1 $7,625.59 S{,712.32 52,895.59 51,750.1J 376628 5�.2 Agreement No. NCA S�ateinent of Work No. NCA / of HMA % of CDF % o� CSBC il2" Temp HMA Notes 50.00 50.00 50.00 50.00 50.00 so.00 so.00 so.00 so.00 so.00 26.91 5725.71 $7223 50.00 475.13 E0.0� 50.00 50.00 50.00 50.00 80.23 $671.66 $65.54 $OAO $602.70 26.91 $12531 $1223 $0.00 $75.13 69.05 $265.66 $25.92 $0.00 3759.28 so.00 so.00 so.00 xo.00 sa.00 $0.00 $0.00 $0.00 $0.00 $0.00 31.06 5735.73 S1J.2t 50.00 $81.1� 61.11 3159.79 315.55 50.00 595.57 39.60 St)7.80 $1J.45 50.90 582.6/ 39.7/ 5133.57 3�2.31 50.00 5259.95 so.00 so.uo so.00 so.00 so.00 sa.00 $D.00 SG.OD 50.00 iO.OD so.00 so.00 so.00 so.00 so.00 61.46 5757.86 $73.77 50.00 5050.79 $0.00 $0.00 50.00 E0.00 40,00 49.78 f641.59 562.61 50.00 5380.ti7 ]9.62 5631.Sfi 561.63 50.00 5378.66 55.84 555.11 55.38 50.00 S7J.06 06.60 $10526 $1027 $0.00 $63.11 93.60 54,239A9 $41J.69 Sd.DO ;2511.83 TOTA� CENTURYLINK TRENCM COSTS i23,288.62 CenWryLink Canfidentlal and Proprielory Disclose and disinbute solely lo those mtlivlduals uMO have a neetl to know. iev. 11-OG - 12 - 0 Agreement No. NCA Statement of Work No. NCA Exhibit D-5 Estimated Project Costs ESTIMATED CONSTRUCTION, PROJECT ADMINISTRATION AND CONSTRUCTION MANAGEMENT COSTS FOR CENTURYLINK FACILITY RELOCATION ESTIMATED DESIGN COST Labor — CH2M Hill ESTIMATED CONSTRUCTION COSTS Duct and Vault Share of Joint Trench Cost Subtotal Construction Including Sales Tax Construction Contingency (10% of Construction cost.) Construction Management (12.5% of Construction cost.) ESTIMATED TOTAL CONSTRUCTION COST ESTIMATED PROJECT COST Project Administration (5% of project cost) TOTAL ESTIMATED COST $3,523 $15,780 23 269 $39,049 $3,905 $4,881 $47,835 $51,358 $2,568 53 926 Costs presented are estimates only. Actual costs incurred will be used to calculate final cost of CenturyLink's utility relocation portion for reimbursement to the City. CenturyLink Confidential and Proprietory Disclose and distribute solely to those individuals who have a need to know -13- Rev.11-06