21-078.00 Sprint Communications: Barker/BNSF GSP Utility Relocation DocuSign Envelope ID:5B95BCBF-DBC9-460B-9971-06BCF097478C
REIMBURSEMENT AGREEMENT
THIS REI URSEMENT AGREEMENT("Agreement")is made and entered into and effective
this ( 11ay of /, ,2021,by and between Sprint Communications Company L.P.,a
Delaware limited partn ship,and its successors and assigns("SCCLP"),whose mailing address is 6220
Sprint Parkway,KSOPHD0101-Z2040,Overland Park,KS 66251,and the City of Spokane Valley
("City"),whose mailing address is 10210E. Sprague Avenue, Spokane Valley,WA 99206.
BACKGROUND
A. City plans to construct the Barker Road/BNSF Grade Separation project in Spokane Valley,
Washington crossing the Burlington Northern Santa Fe Railroad right of way ("BNSF") right of way
("Project"). SCCLP owns fiber optic cable and other equipment within the aforementioned right of way as
a result of an Easement Agreement with BNSF dated October 14, 1991;and,
B. As a result of the construction for the Project,it is necessary for SCCLP to relocate its fiber
in accordance with, and as more particularly described in,the attached Exhibit A("Engineering Drawing")
and Exhibit B("Scope of Work"),both of which are incorporated herein;and,
C. SCCLP,under the terms hereinafter stated, is willing to relocate and adjust its fiber optic
cable and equipment within the BNSF right of way, and to accommodate City's work if City reimburses
SCCLP for all of its actual costs,both direct and indirect,in making the modifications.
AGREEMENT
In consideration of the promises and mutual covenants contained herein, and other good and
valuable consideration the receipt and sufficiency of which is acknowledged, SCCLP and City agree as
follows:
1. SCCLP will perform the necessary relocation work in accordance with the attached
Exhibits A and B(collectively,"Work")subject to the terms and provisions of this Agreement.
2. City represents and warrants to SCCLP that Exhibits A and B accurately represent the
Scope of Work requested of SCCLP.
3. To the extent applicable to the Work, SCCLP agrees to comply with all applicable laws,
federal requirements (including Buy America and Title VI of the Civil Rights Act per Exhibit C) and
environmental requirements of any jurisdictional agency and is responsible for obtaining any necessary
environmental permits required to perform the Work.
4. SCCLP agrees to obtain and comply with any other permits from any jurisdictional agency
that are required in order for SCCLP to perform the Work.
5. To the extent applicable to the Work, "Program Guide: Utility Relocation and
Accommodation on Federal Aid Highway Projects,"Sixth Edition,January 2003,is adopted and made a part
of this Agreement as if fully contained herein.
6. City may, at its own expense, inspect any construction by SCCLP hereunder, to assure
itself that SCCLP work is being performed in accordance with the Scope of Work.
7. City will bear and be responsible for and pay in accordance herewith all direct and indirect
costs incurred by SCCLP and relating to the relocation Work,including,but not limited to,labor,materials,
construction, damages, administrative overhead, engineering review work, taxes, and legal fees and
excluding all betterment work. A betterment is any improvement to SCCLP's facilities not required by code,
regulation,standard industry practice,established SCCLP's standards or any other applicable regulation.
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AID 21368248 CID 21369847
DocuSign Envelope ID:5B95BCBF-DBC9-460B-9971-06BCF097478C
8. If SCCLP is not adequately staffed or equipped to perform all the Work required herein,
SCCLP may have all or part of the Work done by a contract let by SCCLP,as follows:
8.1 Before contracting out any Work,SCCLP shall obtain written authorization from the City,
and the City may require SCCLP to advertise and solicit bids for the contract Work.
8.2 If the City requires the Work to be advertised and bid, SCCLP shall provide a copy of all
bid documents to the City seven(7)calendar days prior to the advertisement date for the
City to comment.
8.3 SCCLP shall supply a copy of the three lowest bids with itemized bid amounts to the City
within seven(7)calendar days of bid opening.
8.4 If SCCLP elects to use other than the lowest bid contractor, SCCLP shall provide written
justification to the City for the use of that contractor and bid price.The City shall review
SCCLP's written justification,and if the City does not agree therewith and SCCLP awards
the bid to other than the lowest bid contractor, SCCLP shall be responsible for the cost
difference between the amount of the lowest bid and the amount of the awarded contract.
8.5 This Section shall not apply to SCCLP contract employees,contractors,or subcontractors
who perform work for SCCLP in the ordinary course of its business.
9. The total cost of the Work is estimated to be One Hundred Seventy Thousand Eight
Hundred and Fifty-Five Dollars and nine cents ($170,855.09), as set forth in Exhibit B. Final actual costs
may be more or less than the estimate, which will not be construed as a limitation of costs for the Work.
SCCLP will promptly provide notice to City if it becomes obvious to SCCLP that the fmal actual costs will
exceed the estimate by more than fifteen percent(15%).
10. City must furnish a check in the amount of One Hundred Seventy Thousand Eight Hundred
and Fifty-Five Dollars and nine cents($170,855.09)to guarantee the payment of all sums which may at time
become due from City to SCCLP under this Agreement. The check must be payable to Sprint
Communications Company L.P.and sent to SCCLP before commencement of the relocation Work. Any and
all costs in excess of the amount of the check will be billed to City when the Work has been completed,and
City will be liable for any amount which exceeds the amount of the check. If the prepayment exceeds the
amount of the fmal costs,then SCCLP will refund any amounts over the costs.
11. Within a reasonable period of time after SCCLP pays all of the invoices associated with
the Project and the as-built drawings are complete, SCCLP will furnish an accounting of fmal actual costs
and provide City an invoice of the same. City must pay the full amount of such invoice within thirty (30)
days after receipt. Payments shall be sent to:
UMB Bank
Sprint
P.O.Box 871197
Kansas City,MO 64187
PID 92766W166
12. All operations and work performed by City above or adjacent to the fiber optic cable
location must be performed in a workmanlike and safe manner and in conformance with all applicable
industry standards and government regulations,and in accordance with any restrictions and conditions that
may be imposed by SCCLP from time to time. No work may be performed within the existing right of way
by City until the fiber optic cable and other equipment modifications have been completed.
13. Exclusive of Saturday,Sunday,and legal holidays,notice must be given to SCCLP by City
at least 48 hours in advance of commencement of any work on or adjacent to the fiber optic cable. The notice
shall be given to SCCLP at telephone number 1-800-521-0579.
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DocuSign Envelope ID:5B95BCBF-DBC9-460B-9971-06BCF097478C
14. If City breaches any of the terms,covenants or provisions of this Agreement,and SCCLP
commences litigation to enforce any provisions of this Agreement, the cost of attorneys' fees and the
attendant expenses will be payable to SCCLP by City upon demand.
15. To the extent it may,City will indemnify,defend,and hold SCCLP, its officers directors,
agents and employees harmless from all loss, claims, liability and costs incurred by SCCLP, including,
without limitation, losses resulting from claims for damages to property or injuries to or death of persons,
judgments,court costs and attorneys' fees,which arise out of or are claimed to have arisen out of the acts or
omissions of City, its contractors, subcontractors, representatives, agents, or employees with respect to the
Project, including,but not limited to, the construction, maintenance,presence on the right of way, or other
operations or activities of City.
16. Audit and Records: During the progress of the Work and for a period of not less than six
(6)years from the date of fmal payment. SCCLP shall maintain the records and accounts pertaining to the
Work and shall make them available during normal business hours and as often as necessary,for inspection
and audit by the City, State of Washington,and/or Federal Government and copies of all records, accounts,
documents or other data pertaining to the Work will be furnished upon request. The requesting Party shall
pay the cost of copies produced. If any litigation, claim or audit is commenced, the records and accounts
along with supporting documentation shall be retained until any litigation, claim or audit fmding has been
resolved even though such litigation,claim or audit continues past the six-year retention period.
17. It is expressly understood by the parties that SCCLP is not abandoning any right, title, or
interest it may have in the right of way,all such rights,title and interest being expressly reserved.
18. It is expressly understood by the parties that there is a shortage in the availability of fiber
optic cable due a reduction in supply. SCCLP shall not be held responsible for Project delays due to delays
in the availability of fiber optic cable or other components.
19. Except as otherwise specifically provided in this Agreement, neither party shall be in
default under this Agreement if and to the extent that any failure or delay in a party's performance of one or
more of its obligations hereunder, excepting City's obligation to make payments required hereunder, is
caused by any of the following conditions, and such party's performance of such obligation or obligations
shall be excused and extended for and during the period of any such delays:unforeseen act of God;pandemic;
fire; flood; fiber, cable, conduit or other material shortages or unavailability or other delay in delivery not
resulting from the responsible party's failure to timely place orders therefore; lack of or delay in
transportation not resulting from the responsible party's act or omission to act;government codes,ordinances,
laws, rules,regulations or restrictions;war or civil disorder;any other cause beyond the reasonable control
of such party (each a "Force Majeure Event"). The party claiming relief of a Force Majeure Event must
promptly notify the other in writing of the existence of the event relied on and the cessation or termination
of the event.
20. This Agreement supersedes every antecedent or concurrent oral and/or written declaration
and/or understanding pertaining to the fiber optic cable modification work by and between SCCLP and City.
21. The terms of this Agreement shall be binding and inure to the benefits of the parties hereto
and their successors and assigns.
22. All costs for flagging,if necessary,will be at City's expense.
23. Notwithstanding anything to the contrary contained herein,SCCLP will not be required to
perform any cable modification work contemplated by this Agreement during the period of November 15th
of any year through January 2nd of the following year.
The parties have caused this Agreement to be executed by their proper duly authorized officials as
of the dates indicated below.
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DocuSign Envelope ID:5B95BCBF-DBC9-460B-9971-06BCF097478C
SPRINT COMMUNICATIONS COMPANY L.P.
DocuSigneedd 11byrr:II�
Lyakkii.
w.
BY: Darann1nPAsundan
David Walker,Sr.Vice President,Technology Services Delivery&Operations
5/11/2021
DATE:
T-Mobile Legal Approval:
p—DocuSigned by:
By: a6b4,WUti.
Todd}r2UD9E4n389F30485...
Sr.Corporate Counsel
CITY OF SPOKANE VALLEY
4
BY: 4_
NAME: Mark Calhoun
TITLE: City Manager/
DATE: S7Iy202J
4
DocuSign Envelope ID:5B95BCBF-DBC9-460B-9971-06BCF097478C s
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SCOPE OF WORK
PROJECT ID# 92766W166
WA. SPOKANE VALLEY -BARKER ROAD GRADE CHANGE
This project will bore/install approximately 500' of 2 — 1.25" HDPE (SDR-11). This project will install
approximately 1750'of new fiber cable.This project will involve a hot-cut to transfer systems to the new fiber
cable. This project will wreck out approximately 1500' of existing fiber cable after the hot-cut.
1.0 CAUTION
The contractor shall use EXTREME CAUTION during all phases of this project. The work is to be
performed in close proximity to operational fiber optical cables, and possibly other utilities. All
excavations near T-Mobile's facilities must be done in the presence of the T-Mobile Engineer or a T-
Mobile designated Inspector.
2.0 PROJECT LOCATION & DESCRIPTION
The project is located in Spokane Valley, Washington.The site of the project is at the intersection of
Barker Road and the BNSF Railroad. The project site runs along and within the BNSF ROW, approximately
200 feet east and 1500 feet west of Barker Road.
3.0 PERMITS AND APPROVALS
All work will be performed within the guidelines of any permit or approval letter and within the stated
hours of operation. Contractor will acquire all necessary permits or approval letters from all jurisdiction
entities where the work is performed. Including any and all Traffic Control Plans. Contractor will give all
required notices prior to start of construction during each phase of the project.
4.0 SITE PREPARATION
The contractor will set up all warning signs and cones that are needed to perform work. Any erosion
control that needs to be placed before excavation will be provided by the contractor (i.e. silt fencing,
straw waddles, drain socks, etc.).
5.0 SCOPE OF WORK
The work to be performed by the contractor shall be in accordance with the contract documents,
approved permits, and T-Mobile Specifications for Construction.
6.0 CONSTRUCTION
Construction drawings have been provided with detailed notes and callouts for every segment of this
project. These drawings will be used to establish and confirm the alignment of T-Mobile's new fiber
facilities. Any questionable areas, or changes, should be referred to the T-Mobile Engineer immediately
for review and approval.
1. Perform grubbing as needed for all construction running lines.
DocuSign Envelope ID:5B95BCBF-DBC9-460B-9971-06BCF097478C
2. Mule tape will be placed and all footages between vaults will be verified and recorded immediately.
3. Marker balls (provided by T-Mobile) will be placed in every vault if the lids do not have integrated EMS
markers.
4. Warning tape (provided by T-Mobile) will be placed within every excavation during backfill.
5. Existing posts forT-Mobile Route Marker signs will be removed/replaced/adjusted, and new posts will
be placed as needed prior to the completion of this project.
7.0 BACKFILL AND CLEANUP
At the end of each day be sure that all excavations are backfilled or covered. If for any reason any
excavation needs to be left open overnight, the contractor will place; either steel plates, plywood sheets
and/or safety fence (snow fence) as directed by the T-Mobile representative, with approval from the
railroad.
All materials brought to the job site will be removed from the job site, and any dirt/debris from this project
will need to be removed. Daily cleanup will be the responsibility of the contractor to ensure no issues arise
with, and no complaints are registered by,jurisdictional agencies. Final backfill, any required compaction,
and all cleanup will be completed to the satisfaction of all involved parties at the end of this project.
8.0 CONTACTS
Steven Schauer 360-402-4159
T-Mobile OSP Engineer II, Fiber OPS/OSP-West
Scott Berlin 206-375-5192
T-Mobile Contract Construction Manager
Spencer Berlin 206-491-7495
T-Mobile Contract Engineer/ Inspector
Ken Cramer 208-755-6600
T-Mobile Contract Inspector
Ed Byfuglien 208-755-2733
T-Mobile Contract Inspector
DocuSign Envelope ID:5B95BCBF-DBC9-460B-9971-06BCF097478C
Cost Estimate - Project # 92766W150
WA. Barker Road Grade Change
Estimated Engineering & Construction Costs to Project Completion
T-Mobile Labor - Internal
OSP Engineer & Technicians 80 hrs. @ $75.00 $6,000.00
T-Mobile Contract Labor
Inspection/Engineering 280 hrs. @ $86.00 $24,080.00
T-Mobile Materials
Splicing Materials $2,000.00
Fiber Optic Cable $2,100.00
Sub Total $34,180.00
T-Mobile Contract Vendor - Labor, Materials & Install
Estimate for Time & Materials from T-Mobile Approved
GMA Contractor for all Underground Construction. $78,087.50
Sub Total $78,087.50
BNSF
Flagging & Inspection Fees $21,600.00
Sub Total $21,600.00
Project Sub Total $133,867.50
General & Administrative Overhead (27.63°A)) $36,987.59
PROJECT TOTAL COST $170,855.09
DocuSign Envelope ID:5B95BCBF-DBC9-460B-9971-06BCF097478C
Exhibit C
Assurance of Compliance with Applicable Federal Law
During the performance of this Agreement, SCCLP,for itself, its assignees,and successors in
interest(hereinafter referred to as the "Utility")agrees as follows:
1. Compliance with Regulations: The Utility shall comply with the federal laws set forth in
Section 7 of this Exhibit ("Acts and the Regulations")relative to non-discrimination in federally-
assisted programs of the U.S. Department of Transportation, Washington State Department of
Transportation (WSDOT), as they may be amended from time-to-time, which are herein
incorporated by reference and made a part of this Agreement.
2.Non-discrimination:The Utility,with regard to the work performed by it during this Agreement,
shall not discriminate on the grounds of race,color,or national origin in the selection and retention
of subcontractors, including procurements of materials and leases of equipment. The Utility shall
not participate directly or indirectly in the discrimination prohibited by the Acts and the
Regulations, including employment practices when the contract covers any activity, project, or
program set forth in Appendix B of 49 CFR Part 21.
3. Solicitations for Subcontracts,Including Procurements of Materials and Equipment:In all
solicitations, either by competitive bidding, or negotiation made by the Utility for work to be
performed under a subcontract, including procurements of materials, or leases of equipment, each
potential subcontractor or supplier shall be notified by the Utility of the Utility's obligations under
this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of
race,color,or national origin.
4. Information and Reports: The Utility shall provide all information and reports required by the
Acts, the Regulations, and directives issued pursuant thereto,and shall permit access to its books,
records, accounts,other sources of information, and its facilities as may be determined by the City
or the WSDOT to be pertinent to ascertain compliance with such Acts, Regulations, and
instructions. Where any information required of Utility is in the exclusive possession of another
who fails or refuses to furnish the information,the Utility shall so certify to the City or the WSDOT,
as appropriate,and shall set forth what efforts it has made to obtain the information.
5. Sanctions for Noncompliance: In the event of a Utility's noncompliance with the
non-discrimination provisions of this Agreement,the City will impose such contract sanctions as it
or the WSDOT may determine to be appropriate,including,but not limited to:
a. withholding payments to the Utility under the Agreement until the Utility complies; and/or
b. cancelling,terminating,or suspending the Agreement,in whole or in part.
6. Incorporation of Provisions: The Utility shall require any subcontractor of Utility performing
work pursuant to the Agreement to comply with paragraphs one through six of this Exhibit. The
Utility shall take action with respect to any subcontract or procurement as the City or the WSDOT
may direct as a means of enforcing such provisions, including sanctions for noncompliance.
Provided,that if the Utility becomes involved in,or is threatened with litigation by a subcontractor
or supplier because of such direction,the Utility may request that the City enter into any litigation
to protect the interests of the City. In addition, the Utility may request the United States to enter
into the litigation to protect the interests of the United States.
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7. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the
Utility agrees to comply with the following non-discrimination statutes and authorities; including
but not limited to:
Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race,color,national origin);and 49 CFR Part 21;
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal-aid programs and projects);
Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the
basis of sex);
Section 504 of the Rehabilitation Act of 1973,(29 U.S.C. §794 etseq.),as amended,(prohibits
discrimination on the basis of disability); and 49 CFR Part 27;
The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits
discrimination on the basis of age);
Airport and Airway Improvement Act of 1982, (49 USC §471, Section 47123), as amended,
(prohibits discrimination based on race, creed, color,national origin,or sex);
The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope,coverage and
applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975
and Section 504 of the Rehabilitation Act of 1973, by expanding the defmition of the terms
"programs or activities"to include all of the programs or activities of the Federal-aid recipients,
sub-recipients and contractors, whether such programs or activities are Federally funded or
not);
Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the
basis of disability in the operation of public entities,public and private transportation systems,
places of public accommodation, and certain testing entities (42 U.S.C. §§12131-12189) as
implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123)
(prohibits discrimination on the basis of race,color,national origin, and sex);
Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations,which ensures Non-discrimination against minority
populations by discouraging programs,policies,and activities with disproportionately high and
adverse human health or environmental effects on minority and low-income populations;
Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of Limited English proficiency(LEP).To ensure compliance with Title
VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your
programs (70 Fed. Reg. at 74087 to 74100);and
Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. §1681 et seq.).
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8. Buy America:
In accordance with Buy America requirements contained in 23 CFR 635.410, the major
quantities of steel and iron construction material that is permanently incorporated into the
project shall consist of American-made materials only. Buy America does not apply to
temporary steel items, e.g., temporary sheet piling, temporary bridges, steel scaffolding and
falsework.
American-made material is defined as material having all manufacturing processes occurring
domestically. To further define the coverage, a domestic product is a manufactured steel
material that was produced in one of the 50 States,the District of Columbia,Puerto Rico,or in
the territories and possessions of the United States.
If domestically produced steel billets or iron ingots are exported outside of the area of coverage,
as defined above, for any manufacturing process then the resulting product does not conform
to the Buy America requirements. Additionally, products manufactured domestically from
foreign source steel billets or iron ingots do not conform to the Buy America requirements
because the initial melting and mixing of alloys to create the material occurred in a foreign
country.
Manufacturing begins with the initial melting and mixing, and continues through the coating
stage. Any process which modifies the chemical content,the physical size or shape,or the final
fmish is considered a manufacturing process. The processes include rolling, extruding,
machining,bending, grinding, drilling,welding,and coating. The action of applying a coating
to steel or iron is deemed a manufacturing process. Coating includes epoxy coating,
galvanizing,aluminizing,painting,and any other coating that protects or enhances the value of
steel or iron. Any process from the original reduction from ore to the finished product
constitutes a manufacturing process for iron.
Due to a nationwide waiver,Buy America does not apply to raw materials(iron ore and alloys),
scrap(recycled steel or iron), and pig iron or processed,pelletized, and reduced iron ore.
The following are considered to be steel manufacturing processes:
1. Production of steel by any of the following processes:
a. Open hearth furnace.
b. Basic oxygen.
c. Electric furnace.
d. Direct reduction.
2. Rolling,heat treating, and any other similar processing.
3. Fabrication of the products.
a. Spinning wire into cable or strand.
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b. Corrugating and rolling into culverts.
c. Shop fabrication.
A certification of materials origin will be required for any items comprised of, or containing,
steel or iron construction materials prior to such items being incorporated into the permanent
work. The certification shall be on DOT Form 350-109EF provided by the Engineer, or such
other form the Contractor chooses, provided it contains the same information as DOT Form
350-109EF.
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