14-012.00 Centurylink CorporationMEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SPOKANE
VALLEY AND CENTURYLINK CORPORATION FOR THE INSTALLATION OF
COMMUNICATIONS CONDUITS AS PART OF THE CONSTRUCTION OF THE
SULLIVAN ROAD WEST BRIDGE REPLACEMENT PROJECT
THIS MEMORANDUM OF UNDERSTANDING (MOU) is between the City of Spokane
Valley (the City) and CenturyLink Corporation (CenturyLink). The City and CenturyLink are
sometimes referred to individually as a "Party" and collectively as the "Parties."
Background and Purpose. As part of its Transportation Improvement Program, the City
intends to construct the Sullivan Road West Bridge Replacement Project ( "Bridge Project ") over
the Spokane River, which includes removing the existing southbound Sullivan bridge ( "SB
Bridge ") and constructing a wider bridge at the same location. The Bridge Project also includes
modifying the existing northbound Sullivan bridge ( "NB Bridge ") to provide for the re- routing
of utilities and the temporary diversion of traffic and pedestrians. The City anticipates opening
bids and beginning construction for the Bridge Project in 2014.
CenturyLink currently has overhead fiber optic cables on the west side of the SB Bridge, which
physically interfere with the Bridge Project. CenturyLink has agreed to relocate its cables across
the Spokane River in one six -inch diameter fiberglass conduit on the existing NB Bridge. The
conduit will be shared with Zayo Group, LLC. To accommodate the conduit, work to install
trapeze hangers and drill holes through the concrete pier caps was performed as part of the City's
Sullivan Road Bridge Drain Retrofit Project (CIP 0150). A prior MOU between CenturyLink and
the City, executed on July 1, 2013 and amended on October 9, 2013 defined responsibilities and
allocated costs for the NB Bridge hanger and drilling work.
The Parties have determined additional work to be conducted on the NB Bridge related to the
conduit installation. The Parties desire to provide for core drilling of the NB Bridge end
abutment walls, installation of additional hanger support bracing, and installation of the
fiberglass conduit and related appurtenances as part of the City's Bridge Project.
The NB Bridge conduit - related work is referred to herein as the "Conduit Project ".
The purpose of this MOU is to define the responsibilities of the Parties and allocate the costs of
the Conduit Project, which include the design and construction of the conduit systems, between
the Parties.
NOW THEREFORE, the City and CenturyLink do hereby agree as follows:
ARTICLE 1— RESPONSIBILITIES OF THE CITY
The City or its consultants /contractors shall:
1.1 Develop the plans and specifications for the Bridge Project, including plans and
specifications for the Conduit Project.
Page 1 of 6
1.2 Place bid items associated with construction of the Conduit Project in a separate bid
schedule ( "Schedule E - Utilities Bid Schedule ") for the following work:
a. Core drilling of the NB Bridge abutment diaphragm walls, furnishing and
installing additional support braces, and including excavation and backfill.
b. Furnishing and installing the six -inch fiberglass conduit and associated
appurtenances to 10 feet outside of the bridge abutments.
1.3 Review the Bridge Project bids and select the bidder with the lowest responsible bid
for the entire project.
1.4 Upon awarding a contract for the Bridge Project, be fully responsible for the
construction contract and shall be the administrator for the Bridge Project.
1.5 In the City's design for the construction of the NB Bridge modifications:
a. Provide circular core holes at the abutment diaphragm walls, as detailed on the
City's approved Bridge Project drawings and specifications; and
b. Provide design for conduit hanger support system based on load information
provided by CenturyLink's Representative; and
c. Provide specifications for Conduit Project materials and construction
requirements.
1.6 Provide core drilled holes in the NB Bridge abutment diaphragm walls. Furnish and
install conduit support braces. Furnish and install one six -inch diameter fiberglass power
conduit and associated expansion couplings under the NB Bridge on existing support
hangers continuously through the abutments and 10 feet outside of both the north and south
ends of the NB Bridge along with related excavation and backfill.
1.7 Notify CenturyLink when portions of the Bridge Project have been completed by its
contractor requisite for CenturyLink to perform work described in Article 2. Such notice
shall be at least 14 consecutive calendar days prior to needing any work performed by
CenturyLink.
1.8 Ensure CenturyLink has access to the NB Bridge and approaches at appropriate
times to perform its responsibilities. The City shall provide for a specific period of time in
the Bridge Project specifications for CenturyLink to perform work described in Article 2 as
follows:
Phase 1B — Thirty consecutive calendar days upon notification by the City.
Page 2 of 6
ARTICLE 2 — RESPONSIBILITIES OF CENTURYLINK
CenturyLink shall:
2.1 Provide the City with all conduit deadload, liveload and dimensional information
necessary to design the hanger support systems.
2.2 Upon notification from the City and within the time period described in Section 1.8,
complete work as shown on the City's approved Bridge Project drawings and in
coordination with the Bridge Project construction phases as follows:
Phase 1B:
Furnish and install one six -inch buried conduit and connections with bridge -
supported conduit within 10 feet of the north and south abutments of the NB Bridge,
including associated excavation, backfill, compaction, pavement and sidewalk
restoration and traffic control. Furnish and install fiber optic cable through the
conduit across the NB Bridge and adjoining buried conduit system. Modify
overhead facilities north of Flora Pit Road along the east side of and across Sullivan
Road. Remove existing overhead fiber optic cable and facilities west of the SB
Bridge.
2.3 CenturyLink shall complete the work specified in Section 2.2 and provide
notification of such completion to the City within the allotted time period shown in
Section 1.8.
2.4 Be responsible for inspecting and testing of the work and materials described above.
CenturyLink shall perform backfill compaction tests and submit test reports to City at least
24 hours prior to placing asphalt pavement.
2.5 Obtain any necessary permits from the City to perform the work described
above which is located within the City's rights -of -way.
ARTICLE 3 — ALLOCATION OF COSTS
3.1 CenturyLink shall, within 30 days of invoice from the City, compensate the City for
costs associated with the Conduit Project, including the cost of the consultant design, the
Conduit Project - related bid items in Schedule E - Utilities Bid Schedule, applicable mobilization
and sales tax, and associated change orders, if any, in an amount not to exceed $26,315.06
without the prior written approval of CenturyLink's representative. CenturyLink shall
compensate the City for costs above $26,315.06 only with prior written approval of
CenturyLink's representative, which approval shall not be unreasonably withheld. Costs shall
include the following distribution of Conduit Project - related bid items:
a. One quarter of the NB Bridge abutment core drilling, support braces,
excavation and backfill costs; and
b. One half of the NB Bridge- supported six -inch fiberglass communications
conduit costs.
Page 3 of 6
3.2 The probable cost of the Conduit Project shall be estimated by the City's consultant,
broken out by bid item, including applicable sales tax, consultant design cost, mobilization, and a
15% contingency. The mobilization and consultant design costs shall each be established as 10%
of the bid item value, excluding applicable sales tax and contingency. CenturyLink shall provide
cash, a letter of credit, or other appropriate financial instrument acceptable to the City with a
signed copy of this MOU, giving the City a unilateral right to access funds up to the "Estimate of
Probable Cost" amount.
3.3 The City and CenturyLink acknowledge that the Estimate of Probable Cost of the Conduit
Project is for planning purposes, and that the final cost shall be based upon final quantities,
awarded unit bid item prices, mobilization, and associated change orders, if any. Final
mobilization cost shall be calculated by multiplying the Conduit Project unit bid item prices by the
actual percentage of which the Bridge Project mobilization bid item amount represents of the total
Bridge Project bid amount.
3.4 The City shall prepare monthly pay estimates for the Bridge Project. CenturyLink shall
have two working days to review Conduit Project pay item quantities for each pay estimate prior
to the City presenting the estimate to the Contractor for payment.
3.5 Upon completion of the Bridge Project, the City shall tabulate all final costs associated
with the Conduit Project. This final cost will be compared to the Estimate of Probable Cost
described in Section 3.3, above. If the final cost exceeds the Estimate of Probable Cost,
CenturyLink agrees to pay the City the difference within 30 days. If the final cost is less than the
Estimate of Probable Cost, the City shall either reimburse CenturyLink the difference (if
CenturyLink paid cash) or request from the letter of credit or other appropriate financial instrument
only the final cost of the Conduit Project.
3.6 CenturyLink shall provide all work in Article 2 at its own cost.
3.7 Any additional construction or modification beyond the scope set forth in the
Conduit Project, or costs or amounts beyond those described above, shall be agreed to in
writing by the Parties prior to any additional work beginning.
ARTICLE 4 — DELAYS
If the City's contractor is delayed as a result of CenturyLink not completing its responsibilities
within the timeframe set forth under Article 1, and such condition is in CenturyLink or its
contractor's direct control, then CenturyLink shall indemnify, defend and hold the City, its
officers, officials, and employees harmless from any and all claims, injuries, damages, losses or
suits, including attorneys' fees, to the extent arising out of or in connection with such delays,
except for delays and damages caused by the City or its contractor. This provision may not be
waived by the Parties except in writing.
Page 4 of 6
ARTICLE 5 — PERFORMANCE
5.1 The City or its contractor shall promptly and satisfactorily correct Conduit Project
work in Schedule E - Utilities Bid Schedule that CenturyLink deems to be defective or not
in compliance with the City's approved Bridge Project drawings or specifications.
5.2 Unless otherwise specified in writing by both Parties, all materials used by the
Parties to perform their respective obligations under this MOU shall be new and in
accordance with the City's approved Bridge Project drawings and specifications.
ARTICLE 6 — DURATION; AMENDMENT
6.1 This MOU shall become effective upon signature by the last party to sign, and
remain in effect until all work has been performed. This MOU may only be terminated early
by written mutual agreement of the Parties.
6.2 This MOU may only be amended by written agreement of the Parties.
ARTICLE 7 — PARTY REPRESENTATIVES
7.1 For purposes of this Agreement, CenturyLink's representative is Kevin Goltz.
CenturyLink's Representative shall represent CenturyLink's interest during the construction
of the Conduit Project, and shall coordinate any modifications or changes needed by
CenturyLink in conjunction with the work.
7.2 For purposes of this Agreement, the City's representative is Jim Dingfield, the
Bridge Project Senior Engineer — Project Manager.
ARTICLE 8 — INDEMNIFICATION
8.1 The City shall indemnify and hold harmless CenturyLink and its officers, agents, and
employees, from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of
any nature whatsoever, by any reason of or arising out of any negligent or intentional act or
omission of the City, its officers, agents and employees, relating to or arising out of performance
of this MOU. In the event that any suit based upon such claim, action, loss, or damages is
brought against CenturyLink, the City shall defend the same at its sole cost and expense;
provided that CenturyLink reserves the right to participate in said suit; and if final judgment in
said suit be rendered against CenturyLink, and its officers, agents, and employees, or jointly
against CenturyLink and the City and their respective officers, agents, and employees, the City
shall satisfy the same.
8.2 CenturyLink shall indemnify and hold harmless the City and its officers, agents, and
employees, from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of
any nature whatsoever, by any reason of or arising out of any negligent or intentional act or
omission of CenturyLink, its officers, agents and employees, relating to or arising out of the
performance of this MOU. In the event that any suit based upon such claim, action, loss, or
damages is brought against the City, CenturyLink shall defend the same at its sole cost and expense;
Page 5 of 6
provided that the City reserves the right to participate in said suit if any principle of governmental or
public law is involved; and if final judgment in said suit be rendered against the City, and its
officers, agents, and employees, or jointly against the City and CenturyLink and their respective
officers, agents, and employees, CenturyLink shall satisfy the same.
8.3 If the comparative negligence of the Parties and their officers and employees is a cause of
such damage or injury, the liability, loss, cost, or expense shall be shared between the Parties in
proportion to their relative degree of liability and the right of indemnity shall apply to such
proportion.
8.4 Where an officer or employee of a Party is acting under the direction and control of the
other Party, the Party directing and controlling the officer or employee in the activity and/or
omission giving rise to liability shall accept all liability for the other Party's officer or
employee's negligence.
8.5 Each Party's duty to indemnify shall survive the termination or expiration of the MOU.
8.6 The foregoing indemnity is specifically intended to constitute a waiver of each Party's
immunity under Washington's Industrial Insurance Act, chapter 51 RCW, respecting the other
party only, and only to the extent necessary to provide the indemnified Party with a full and
complete indemnity of claims made by the indemnitor's employees. The Parties acknowledge
that these provisions were specifically negotiated and agreed upon by them.
ARTICLE 9 — Integration
This MOU is the entire agreement between the Parties and supersedes all prior agreements
and understandings between the Parties concerning its subject matter, whether or not
written.
CITY OF SP
I
KANE VALLEY:
.../ 4 _
City Manager
B
Mike Jac
istine Bainbridge, City Clerk
By: C,
Office
■
orney
CENTURYLINK CORPORATION:
Date:
2013:
Date: /' /-?/ /47 , 2(}13:
By: {Ce.c, a-az, Date: 1/10/2014 , 2043.
CenturyLink Corporation
Page 6 of 6
Sullivan Road West Bridge Replacement
Century Link MOU
Calculation of Probable Cost
Bid Item
Engineer's
Estimated
Quantity Units Unit Cost Subtotal
Consultant
Design (10%
Sales Tax Mobilization Contingency of Pretax
(8.7 %) (10 %) (15 %) Subtotal) Total Cost
CenturyLink
Percent
Apportioned
Cost
NB Bridge Abutment Core
Drilling, Support Braces,
Excavation and Backfill 1 LS $ 15,400.00 $ 15,400.00
NB Bridge- Supported 6 -inch
Fiberglass Avista Conduit
1 LS $ 28,925.00 $ 28,925.00
NB Bridge- Supported 6 -inch
Fiberglass Communications
Conduit 1 LS $ 28,925.00 $ 28,925.00
SB Bridge - Supported 8 -Inch Steel
Gas Main 1 LS $ 47,840.00 $ 36,715.00
SB Bridge Conduit Support
System 1 LS $ 65,380.00 $ 65,380.00
SB Bridge- Supported 6 -Inch
Fiberglass Avista Conduits 1 LS $ 57,850.00 $ 57,850.00
SB Bridge- Supported 4 -Inch
Fiberglass Zayo Conduit 1 LS $ 22,250.00 $ 22,250.00
SB Bridge - Supported 4 -Inch
Fiberglass Comcast Conduit 1 IS $ 22,250.00 $ 22,250.00
1,339.80 $ 1,540.00 $ 2,310.00 $ 1,540.00 $ 22,129.80
$ 2,516.48 $ 2,892.50 $ 4,338.75 $ 2,892.50 $ 41,565.23
$ 2,516.48 $ 2,892.50 $ 4,338.75 $ 2,892.50 $ 41,565.23
$ 3,194.21 $ 3,671.50 $ 5,507.25 $ 3,671.50 $ 52,759.46
$ 5,688.06 $ 6,538.00 $ 9,807.00 $ 6,538.00 $ 93,951.06
$ 5,032.95 $ 5,785.00 $ 8,677.50 $ 5,785.00 $ 83,130.45
$ 1,935.75 $ 2,225.00 $ 3,337.50 $ 2,225.00 $ 31,973.25
$ 1,935.75 $ 2,225.00 $ 3,337.50 $ 2,225.00 $ 31,973.25
25% $ 5,532.45
0% $
50% $ 20,782.61
0% $
0% $
0% $
0% $
0% $
$ 277,695.00
$ 24,159.47 $ 27,769.50 $ 41,654.25 $ 27,769.50 $ 399,047.72
$ 26,315.06
0155 - Sullivan Rd W Bridge Replacement #4508
All Activity as of Jan 27 2014
EXPENDITURES
Original
. Project
Adjusted
Prior
Years
2012
2013
Life.
To Date
Encumbered
Available
REVENUES
Budget
- Budget
Actual
Actual
Actual
Actual
Encumbered
Funds
BRM
- 26,876.31
8,000,000.00
42,707.84
759,511.78
603,890.23
1,406,109.85
0.00
6,593,890.15
TIB
-46.56
3,500,000.00
0.00
0.00
0.00
0.00
0.00
3,500,000.00
FMSIB
- 9,334.58
1,583,333.00
0.00
0.00
0.00
0.00
0.00
1,583,333.00
Utility Reimbursement
-1.29
430,000.00
0.00
0.00
0.00
0.00
0.00
430,000.00
302
- 15,811.55
146,161.00
0.00
0.00
176,956.41
176,956.41
0.00
- 30,795.41
312
0.00
1,800,881.00
0.00
0.00
0.00
0.00
0.00
1,800,881.00
302
0.00
372,958.00
11,678.18
292,957.63
- 25,769.92
278,865.89
0.00
94,092.11
Total Revenue
0.00
15,833,333.00
54,386.02
1,052,469.41
755,076.72
1,861,932.15
0.00
13,971,400.85
EXPENDITURES
Original
Budget
Adjusted
. Budget
Prior
Years
2012
Actual
2013
Actual
Life
To Date
Encumbered
Available
Funds
Preliminary Engineering
Salaries & Wages
30,000.00
30,000.00
3,396.94
11,497.15
41,982.22
56,876.31
0.00
- 26,876.31
Overtime
0.00
0.00
0.00
46.56
46.56
0.00
-46.56
Employee Benefits
10,500.00
10,500.00
1,727.59
3,344.75
14,762.24
19,834.58
0.00
- 9,334.58
Employee Benefits
0.00
0.00
0.00
1.29
1.29
0.00
-1.29
Engineering & Architectural
800,000.00
1,575,000.00
49,261.49
931,937.28
559,337.59
1,540,536.36
50,275.19
- 15,811.55
Prof. Svcs - Survey
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Prof. Svcs. - Geotech
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Advertising
2,000.00
2,000.00
0.00
2,610.55
169.60
2,780.15
0.00
- 780.15
Printing & Binding
2,000.00
2,000.00
0.00
0.00
481.92
481.92
0.00
1,518.08
Miscellaneous Services
5,000.00
5,000.00
0.00
0.00
17,450.00
17,450.00
0.00
- 12,450.00
Aquatic Use Authorizations
0.00
0.00
0.00
1,688.00
1,688.00
0.00
- 1,688.00
PE Contingency
150,500.00
70,000.00
0.00
0.00
0.00
0.00
0.00
70,000.00
Total Prelim. Engineering
1,000,000.00
1,694,500.00
54,386.02
949,389.73
635,919.42
1,639,695.17
50,275.19
4,529.64
Right of Way
Salaries & Wages
0.00
2,480.00
0.00
0.00
1,166.74
1,166.74
0.00
1,313.26
Employee Benefits
0.00
870.00
0.00
0.00
497.69
497.69
0.00
372.31
Employee Benefits
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Professional Services
0.00
101,192.00
0.00
0.00
262.00
262.00
0.00
100,930.00
ROW Acquisition
0.00
184,716.00
0.00
0.00
61,458.00
61,458.00
0.00
123,258.00
RW - Land Improvements
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
RW Contingency
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Total Right of Way
0.00
289,258.00
0.00
0.00
63,384.43
63,384.43
0.00
225,873.57
Construction
Salaries & Wages
149,550.00
0.00
0.00
0.00
0.00
0.00
149,550.00
Overtime
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Employee Benefits
52,341.00
0.00
0.00
0.00
0.00
0.00
52,341.00
Employee Benefits
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Prof. Svcs. Mat. Testing
60,000.00
0.00
0.00
0.00
0.00
0.00
60,000.00
Prof. Svcs. - Consulting
575,000.00
0.00
0.00
0.00
0.00
0.00
575,000.00
Advertising
5,000.00
0.00
0.00
0.00
0.00
0.00
5,000.00
Temporary Easement
0.00
0.00
0.00
1,287.50
1,287.50
0.00
- 1,287.50
Printing & Binding
5,000.00
0.00
0.00
0.00
0.00
0.00
5,000.00
Construction
11,818,000.00
0.00
0.00
0.00
0.00
0.00
11,818,000.00
CN Contingency
559,176.00
0.00
0.00
0.00
0.00
0.00
559,176.00
Const. paid by outside agency
430,000.00
0.00
0.00
0.00
0.00
0.00
430,000.00
Total Construction
0.00
13,654,067.00
0.00
0.00
1,287.50
1,287.50
0.00
13,652,779.50
Other Construction
Salaries & Wages
12,450.00
0.00
0.00
6,336.17
6,336.17
0.00
6,113.83
Overtime
0.00
0.00
0.00
507.00
507.00
0.00
- 507.00
Employee Benefits
4,358.00
0.00
0.00
1,576.32
1,576.32
0.00
2,781.68
Employee Benefits
0.00
0.00
0.00
17.34
17.34
0.00
-17.34
Professional Services
3,700.00
0.00
0.00
59.68
59.68
0.00
3,640.32
Vehicle Rental
0.00
0.00
0.00
504.51
504.51
0.00
- 504.51
Building and Structures
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Construction
175,000.00
0.00
0.00
107,012.14
107,012.14
58,772.29
9,215.57
Total Other Construction
0.00
195,508.00
0.00
0.00
116,013.16
116,013.16
58,772.29
20,722.55
Total Ex•enditures
1,000,000.00
15,833,333.00
54,386.02
949,389.73
816,604.51
1,820,380.26
109,047.48
13,903,905.26
►�®.M Centur Link-
July 25, 2014
City of Spokane Valley
11707 East Sprague Avenue,Suite 106
Spokane Valley,WA 99206
Attn: Jim Dingfield
RE: Phase 2—Sullivan Road West Bridge Replacement Project#0155
Dear Mr. Dingfield,
Centurylink approves the apportioned cost of$26, 671.80 which is$356.74 above the
$26,315.06 not-to exceed amount specified in the MOU. We approve the anticipated cost that
is in excess of the amount shown in the MOU.
If you have any questions or concerns, please contact me at 509-623-0304.
Sincerely,
4,44
itli Kevin Goltz
l� Engineer II
904 N Columbus
Spokane,WA 99202
www.centurylink.com
CA)\L\-o12