HomeMy WebLinkAbout16 Attachment 1 - Joint Relocation and Reimbursement Agreement ATTJOINT RELOCATION AND REIMBURSEMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made effective as of this day, of ,
2021, by and among AT&T Corp. ("AT&T"), (hereinafter referred to as "Lead Carrier"), having an
office at 3450 Riverwood Parkway, SE, Atlanta, GA 30339, Level 3 Communications LLC
("LEVEL 3 "), a Delaware limited liability company, and wholly owned subsidiary of CenturyLink Inc.,
having an office at 1075 Triangle Ct., West Sacramento, CA 95605, Zayo Group, LLC ("ZAYO"),
having an office at 6764 Preston Ave., Ste. C, Livermore, CA 94511 and Truckee Donner Public
Utility District ("TDPUD"), having an address at 11570 Donner Pass Road, Truckee, CA 96161.
LEVEL 3, ZAYO and TDPUD, hereinafter referred to as the "Co -Op Carriers".
WITNESSETII:
WHEREAS, Lead Carrier and Co -Op Carriers, hereinafter collectively referred to as "Carriers" or
individually as "Carrier", have the need to adjust and lower their respective cables and conduits
located in joint trench that are in conflict with the City of Truckee's Roundabout Project at the
Church Street and Glenshire Drive intersection, and more fully described in Exhibit "A"; and,
WHEREAS, in the interest of economic considerations, the Carriers have decided to share the cost of
relocation and for the construction of the facilities; and,
WHEREAS, the Carriers have selected AT&T as Lead Carrier by unanimous consensus; and,
WHEREAS, Lead Carrier and Co -Op Carriers wish to set forth the terms and conditions of said
construction effort;
NOW, THEREFORE, in consideration of the mutual promises and conditions set forth below, the
Carriers agree as follows:
Lead Carrier shall be responsible for managing the construction and ensuring that it
is completed in accordance with the standards and specifications of the carriers.
Construction of these facilities shall be completed by a contractor selected by Lead
Carrier using its normal bidding process from a list of contractors approved by the
Carriers. Any Carrier may inspect the work at any reasonable time, either, prior to,
during or after construction to ensure that the specifications have been carried out.
The inspection shall not operate as a waiver of the inspecting Carrier's rights under
this Agreement.
2. Each Carrier shall be solely responsible for obtaining any necessary rights -of -way,
encroachment permits, licenses, approvals or any other authority required for that
Carrier to maintain its occupancy and use of the right-of-way during and after
completion of the construction.
3. Upon completion of the construction, each Carrier agrees to maintain its respective
facilities and system separately and apart from any other Carrier's facilities and
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system; however, any operations or actions having the potential to impact or interfere
with any other Carrier's facilities or system, or to disrupt the integrity of any Carrier's
facilities or system in any way, must be coordinated (as much in advance as possible)
with the other Carrier.
4. Co -Op Carriers agrees to reimburse Lead Carrier within sixty (60) days of the receipt
of detailed invoice(s) with supporting documentation for the costs of applicable
material, engineering, construction and permits. Reimbursement shall be on the
following basis:
a. Lead Carrier shall have the right to approve changes which are equal
to or less than the foregoing amounts to the extent that the Lead
Carrier reasonably deems such changes to be necessary, including,
without limitation, changes required to comply with applicable local,
state or federal laws, rules or regulations. The Carriers hereby agree
that all expenses associated with any field changes, requested or
directed by any Carrier solely for the benefit of that Carrier shall be
borne solely by the requesting or directing Carrier.
b. Each Carrier agrees to be responsible for the following percentage of
the total estimated shared project costs, $210,100.00, based on the
number of conduits owned by each carrier of the total ten (10) being
relocated/lowered, as outlined below and summarized on Exhibit B:
Carriers Percentage Estimated
Cost
AT&T (5) 50% $105,050.00
LEVEL 3 (2) 20% $42,020.00
ZAYO (1) 10% $21,010.00
TDPUD (2) 20% $42,020.00
C. Co -Op Carriers agrees to reimburse for any and all of those actual
expenses attributable to any unique work, supplies or material
required, used or provided for construction hereunder of that Carrier's
respective facilities or system as set forth in Exhibit B, attached
hereto and incorporated herein by reference.
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d. Co -Op Carriers will absorb its respective normal corporate overhead
charges on all material, engineering and construction expenses and
for any processing expenses incurred in the execution or
administration of this Agreement. Co -Op Carriers shall reimburse
Lead Carrier for its actual and verifiable internal labor charges related
to its engineering, construction and administrative activities as Lead
Carrier in accordance with the contribution schedule set forth in
Section 4(b) hereof and subject to review by Co -Op Carriers to
confirm such charges are reasonable and within industry standards.
Notwithstanding any provision of this Section 4(d) or this Agreement
to the contrary, Lead Carrier's actual and verifiable internal labor
charges shall not exceed One Hundred Dollars ($100.00) per hour.
In no event shall any Carrier hereunder be liable to any other Carrier for any indirect,
consequential or incidental damages, including, without limitation, loss of revenue,
loss of customers or loss of profits arising from this Agreement and the performance
or non-performance of obligations hereunder.
6. Each Carrier's inspector shall have the right to stop construction if construction
activity would jeopardize the integrity of such Carrier's system or would cause an
unsafe or hazardous condition. In the event that the dispute leading to the work
stoppage is not resolved within four (4) hours of such interruption, the Carriers may
escalate the issue to the restoration and upgrade manager of the objecting Carrier.
The restoration and upgrade manager of each Carrier is as follows:
Carrier Contact Telephone Number
AT&T Tanya Hernandez (619) 200-7896
LEVEL 3
Marlo Shelton
(510) 708-8210
ZAYO
Robert Alford
(209) 275-0339
TDPUD
Keith Renshaw
(530) 582-3935
Should the restoration and upgrade managers be unable to settle such dispute, the
dispute shall promptly be settled by a single arbitrator who shall be a neutral civil
engineer acceptable to the maj ority of Carriers or appointed by a court of competent
jurisdiction should the Carriers be unable to agree on the selection. The Lead Carrier
shall be relieved of responsibility for any delays or other problems with construction
which result from work stoppages under this Section 6 unless the delay or problem
was the result of a condition caused by Lead Carrier.
7. Each Carrier shall indemnify, defend and hold harmless each of the other Carrier,
their employees and assigns from any loss, damage and injuries, including death, to
any person, arising out of this Agreement (including the breach hereof by the
indemnifying Carrier) to the extent caused by any negligent act or omission of the
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indemnifying Carrier, its agents, contractors or employees. The foregoing
indemnification includes indemnification by Lead Carrier for acts or omissions of its
contractors.
8. Lead Carrier warrants that the work hereunder shall comply with all applicable state
and local laws and ordinances and will strictly comply with the provisions of this
Agreement and with all specifications and drawings referred to in this Agreement.
The work hereunder performed by Lead Carrier or its contractors shall be first-class
in every particular and shall be free from defects in materials, construction and
workmanship. Lead Carrier further guarantees Co -Op Carriers that all materials,
equipment and supplies furnished by Lead Carrier for the work shall be new,
merchantable and of the most suitable grade and fit for their intended purpose.
Without limitations of any other rights or remedies of Co -Op Carriers, if any defect
in the work in violation of the foregoing guarantees arises within twelve (12) months
after the date of final acceptance of work by Co -Op Carriers, Lead Carrier shall,
upon receipt of written notice of such defect, promptly furnish, at no cost to Co -Op
Carriers, all labor, equipment and materials at the job site necessary to correct such
defect and cause the work to comply fully with the foregoing guarantees. If Lead
Carrier fails to promptly correct any defect, then Co -Op Carriers may correct, or
cause to have corrected, such defect and Lead Carrier shall reimburse Co -Op Carriers
for all such related, reasonable and verifiable costs of correction.
9. Lead Carrier shall obtain and comply with, or cause to be obtained and complied
with, all permits, certificates and licenses required by any governmental authority for
the work hereunder. Lead Carrier and/or its subcontractor(s) shall comply with all
railroad safety requirements, OSHA and the general safety requirements, as well as
all other federal, state and local rules and regulations which may apply during the
performance of the work hereunder and shall indemnify, defend and hold harmless
Co -Op Carriers and any other entity granting the right-of-way and their directors,
officers, employees and representatives against all liability, claims, losses, fines and
penalties arising out of the failure or asserted failure of Lead Carrier or its
subcontractor(s) to comply therewith.
10. Lead Carrier shall maintain or cause to be maintained, during the entire progress of
the work hereunder, insurance of the following types with limits not less than those
set forth below:
a. Worker's Compensation in accordance with the provisions of the
applicable Worker's Compensation law or similar laws of the state or
other political division having jurisdiction over the employee, and
Employer's Liability with a limit of liability of $100,000.00 for each
occurrence.
b. Commercial General Liability, including coverage for independent
contractors, Completed Operations Liability and Contractual
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Liability, with a combined single limit of liability of $1,000,000.00
per occurrence for bodily injury and property damage.
C. Automobile liability covering use of all owned, non -owned and hired
vehicles with a combined single limit of liability of $1,000,000.00 per
occurrence for bodily injury and property damage.
d. Upon request, Certificates of Insurance reasonably satisfactory in
form to Co -Op Carriers shall be supplied by Lead Carrier to Co -Op
Carriers evidencing that the above insurances are in force, that not
less than thirty (30) days' written notice will be given Co -Op Carriers
prior to any cancellation or restrictive modification of the policies and
that the waiver of subrogation described below is in force.
Lead Carrier hereby waives subrogation against and releases Co -Op
Carriers from all liability covered by Lead Carrier's (or its
subcontractor's) insurance for losses or claims arising out of Lead
Carrier's (or its subcontractor's) performance of this Agreement.
f. Co -Op Carriers shall be named as Additional Insured on all liability
insurance policies required by this Agreement, except Worker's
Compensation, required in this Section 10.
g. All insurance policies shall provide coverage with respect to work
performed on railroad right-of-way and shall be in addition to any
other insurance coverage Lead Carrier is required to have under the
terms of its agreement(s) for use and occupancy of the right-of-way
within which the construction hereunder is to be performed.
11. Lead Carrier agrees to indemnify, defend and hold Co -Op Carriers and the entity
granting the right-of-way harmless from all laborers', materialmen's and mechanics'
liens arising out of Lead Carrier's performance of work hereunder and shall keep the
property and premises of the entity granting the right-of-way and Co -Op Carriers free
from all such claims, liens and encumbrances. To the full extent permitted by law,
Lead Carrier waives all rights of lien against the property and premises of the entity
granting the right-of-way and Co -Op Carriers. If Lead Carrier fails to release and
discharge any such claim or lien within thirty (30) days after the receipt of notice
from Co -Op Carriers or the entity granting the right-of-way to remove such claim or
lien, Co -Op Carriers may, at its sole option, discharge or release the claim or lien and
Lead Carrier shall pay Co -Op Carriers any and all costs and expenses, including
reasonable attorney's fees and cash settlements, incurred by Co -Op Carriers in
connection with such discharge or release.
12. Lead Carrier and Co -Op Carriers agree that all information with respect to this
relocation will be kept confidential and will be used for internal company purposes
Revised: 7/15/98 Page 5 of 9
only.
13. This Agreement may be executed by the parties in separate counterparts, each of
which shall be deemed to be an original copy, but all of which, together, shall
constitute only one agreement.
14. This Agreement, and attachments hereto, supersedes and replaces any prior
agreements, understandings or arrangements, whether oral or written, heretofore
made between the Carriers and relating to the subj ect matter hereof. This Agreement
shall not be modified, changed, altered or amended except by express written
agreement signed by duly authorized representatives of all the Carriers hereto.
IN WITNESS WHEREOF, the Carriers hereto have executed this Agreement on
the day and year below written, but effective as of the day and year first set forth
above.
AT&T CORP.
By:
Name: Lana Scarlett-Rowell
Title: Principal Technical Project/Pro ig •am Mgmt
IK,
LEVEL 3 COMMUNICATIONS, LLC
Brad P. En6a
By: Brad P. Enea (May 24, 202214:11 PDT)
Name: Brad Enea
Title; MGR Field Ops
Date: May 24, 2022
Project ID: P-152646 P.012003.E.03
ZAYO
By, A
Name: Davis `Barbee, west Fld ops v
Title:
Date:
Revised: 7/15/98 Page 6 of 9
TDPUD
By:
Name:
Title:
Date:
Revised: 7/15/98 Page 7 of 9
This project is being undertaken to relocate AT&T's fiber optic cable (FOC) system that is in conflict with the
City of Truckee's Church Street Project, Project #C1804. City's Project is located at the future intersection of
Church Street and Glenshire Drive, at or near AT&T Station Number 401+87, in Truckee, Nevada County, CA.
Project will consist of shuffling slack of live F.O.C. and joint facilities will be lowered to a 11' depth and
encased in flanged maintenance pipe for protection during the City's construction improvements. Additional
utilities are in joint structures and include Level 3, Zayo and TDPUD. Project is located in a remote location
and includes all mobilization and project travel by assigned personnel. SCG to provide Engineering Services,
including Project Management, Permitting, Reimbursement Agreement, Drafting, Bid Support/Hosting,
Inspection, and As -Built Updates. Continuous onsite inspection will be required during all construction
activities for contractor adherence to AT&T Standard Specifications including completion of Daily Logs, Daily
Quantity Records, MH/ HH Records.
AT&T will act as Lead Carrier. Conduit Ownerships and Proportionate Percentages are shown below
and reflected in Exhibit B.
Carrier
Conduits
Percentage
AT&T
5
50%
LEVEL 3
2
20%
ZAYO
1
10%
TDPUD
2
20%
TOTAL: 10
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ft,14 111 H 111[d .1
ESTIMATED COSTS
ENGINEERING AND INSPECTION
** Design Engineering includes $12,141.64 for lronhead Materials
TOTAL ESTIMATED PROJECT COSTS
TOTAL ESTIMATED UNIQUE COSTS
TOTAL OF ESTIMATED SHARED COSTS
Total Number of Conduit: 10
AT&T (5)
Level 3 (2)
Zayo (1)
TDPUD (2)
Proportionate Percentage:
AT&T
50%
$ 105,050.00
Level 3
20%
$42,020.00
Zayo
10%
$21,010.00
TDPUD
20%
$42,020.00
$ 160,600.00
$60,000.00
$ 220,600.00
$10,500.00
$210,100.0
SHARED COST
UNIQUE COST
Total
AT&T
$ 105,050.00
$3,000.00
$ 108,050.00
Level 3
$42,020.00
$3,000.00
$45,020.00
Zayo
$21,010.00
$3,000.00
$24,010.00
TDPUD
$42,02000
$1,500.00
$43,520.00
Revised: 7/15/98 Page 9 of 9