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CONTRACT 3354 OtherAgreement No. 3 3 5 4 CONTRACT FOR COST SHARING RECEIVE BETWEEN THE CITY OF tANIK EL SEGUNDO At G 2 AND SBC PUBLIC WORKS ENGINEERING This AGREEMENT is entered into this 20th day of July , 2004 , by and between the CITY OF ap ( "CITY ") and SBC, a California corporation ( "SBC "). EL SEGUNDO 1. RECITALS. This Agreement is entered into with reference to the following facts and objectives: A. SBC and CITY are working to develop the Douglas Street Gap Closure/Railroad Grade Separation project ( "Project "). B. The purpose of this Agreement is to provide for cost sharing between the Parties of all necessary and reasonable expenses relating to the preparation of plans and specifications and for relocation of existing SBC communication lines to facilitate construction of the Project ( "RELOCATION "). Both parties agree that the RELOCATION is not a public works project. 2. ALLOCATION OF COSTS. A. SBC agrees that it will, without limitation, cause all plans and specifications to be prepared for the Project; solicit bids; award a contract; administer the contract; and ensure that the RELOCATION is completed in conformance with its plans and specifications. B. The total estimated cost of the RELOCATION, as detailed in Exhibit "A," which is incorporated by reference, is $1,250,000. SBC's share of this cost, based on work within existing CITY's public right-of-way, is $375,000 (30% of total). CITY's cost share, based on work outside of the public right-of-way, is $875,000 (70% of total). 3. REIMBURSEMENTS. In exchange for SBC's commitments in this Agreement, CITY agrees to reimburse SBC a total of $875,000 for CITY's estimated share of costs associated with the Project. CITY agrees to pay SBC its share of costs as they become due upon receiving periodic invoices. At the completion of the RELOCATION, SBC must submit a final statement of CITY'S share of actual incurred costs. CITY agrees to pay its share of amounts above the estimated $875,000 and SBC agrees to reimburse CITY for any amount below the estimated $875,000. 4. NO ADDITIONAL COST - SHARING IMPLIED. The Parties agree that the payment of the amounts described above does not imply the existence of a partnership, joint venture or similar joint enterprise, and the fact that the parties have chosen to share expenses for the Project Page 1 of 1 neither creates, evidences nor implies any obligation to expend or share any future expenses related to the Project except as otherwise specifically provided in this Agreement. 5. COPIES OF DOCUMENTS. Copies of all documents, data, studies, drawings, maps, models, photographs and reports including, without limitation, as- builts, prepared by or on behalf of SBC under this Agreement will be provided to CITY. 6. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: CITY Director of Public Works City of El Segundo 350 Main Street El Segundo, CA 90245 Fax: 310- 640 -0489 SBC RobertHoffman SBC 41 S. Chester Avenue Pasadena, Ca 91106 Fax: 62&- 3%- 7015 Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 7. INDEPENDENT CONTRACTOR. CITY and SBC agree that SBC will act as an independent contractor and will have control of all work and the manner in which is it performed. SBC will be free to contract for similar service to be performed for other employers while under contract with CITY. SBC is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct SBC as to the details of doing the work or to exercise a measure of control over the work means that SBC will follow the direction of the CITY as to end results of the work only. 8. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 9. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the Parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 10. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. Page 2 of 2 3354 11. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 12. AUTHORITY /MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's city manager may execute any such amendment on behalf of CITY. 13. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL : EGUNDO M. Stre City Manager ATTEST: Cindy Mortesen, City Clerk APPROVED Mark D. He By: arlH.B Assist. Ci Attorney SBC Cm— &___ _c-:-'7„e_,,,, STEVEN E. BICKEL PACIFIC BELL 41 S. CHESTER AVENUE ROOM 202 PASADENA, CA 91106 Page 3 of 3 II�iWdll V 3354 41 S. Chester Ave. Pasadena, CA. 91106 APPLICATION AND LETTER OF AGENCY FOR CUSTOM WORK February 5, 2004 Order Number A51047U BILL TO: CITY OF EL SEGUNDO - 350 MAIN ST. EL SEGUNDO, CA. 90245 -3895 ATTN: BELLUR K. DEVARAJ DESCRIPTION OF CUSTOM WORK: SEE ATTACHED CHARGE FOR CUSTOM WORK: ESTIMATED COST: $875,000.00 ( Actual charges may exceed this estimated cost ) Applicant requests that SBC act as its agent in performing the above - described custom work on Applicant's behalf. Applicant agrees to pay the charge(s) indicated above for such work. The work is to be done on an "Actual Cost" basis: all charge(s) will be computed in accordance with SBC's ordinary accounting practices under the Uniform System of Accounts for Class A telephone companies and will include allocated costs for labor, engineering, materials, transportation, motor vehicles, tool and supply expenses, and sundry billings from sub - contractors and suppliers for work and materials related to the job. The Applicant affirms that the cost estimate furnished by the Telephone Company has been considered only as an estimate of approximate costs and that the actual costs incurred by the Telephone Company in doing the work at the particular time and location might be higher. If the Actual Cost made varies from the Estimated Cost, then a correcting adjustment will be made in the payment. If the Applicant cancels the work prior to completion, Applicant agrees to pay SBC for the costs it has incurred in starting performance under the contract and before being notified to cease only. ACCEPTED FOR CUSTOMER: Authoriz6d Si: .ture, Title, or Relationship To Company or Individual Company Date: ACCEPTED FOR SBC: Date:.3 * Applicable to orders over $25,000 and work will take 6 or more months to complete. REGARDING ORDER NUMBER A51047U 3354. 41 S. Chester Ave. Pasadena, CA. 91106 The City of El Segundo is proposing the construction of a below ground grade crossing for Douglas Street at the Burlington Northern Santa Fe (BNSF) and Metro Link tracks. Existing SBC facilities are in conflict with the construction plans designed by the City of El Segundo. Seventy percent of SBC facilities are located within easement therefore 100 percent of those relocation costs will be billed to the City of El Segundo. The remaining 30 percent of SBC'S facilities are within franchise rights of way and 100 percent of those costs will be borne by SBC. The proposed relocation plans for SBC's facilities are as follows: Work to be completed by the City of El Segundo: 1 - Place approximately 925 feet of 20 -4" conduit and one 12'x15'x13' SBC approved manhole in the new grade crossing. The new manhole and all conduits will be supplied by SBC. 2 -Cap the new conduits just outside the two existing SBC manholes located on Douglas Street. Manhole 26012 is located on the west side of Douglas Street, 15 feet north of the Edison tower. Manhole 17251 is located on the west side of Douglas St, 44 feet north of the center line of Park Place. Work to be completed by SBC: 1 - Enlarge two existing manholes and extend the new conduits placed by the City of El Segundo into the newly enlarged manholes. 2 - Place 175 feet of 6 -4" duct from manhole 17251 to existing manhole 26015, located on the north side of Park Place 93 feet west of center line of Douglas Street. 3 - Place 30,125 feet of cable, pressure pipe and inner duct. 4 - Transfer services on the thirteen cables and pressure pipe into the new conduit structure. This work operation will take approximately six months to complete. 5 -After completion of service transfer remove all cables from the old conduit structure and abandon in place the conduit and manholes 24962, 25553 and 26013. ›- J W Z O 0 g 6 W 4 0 co o NQ m g 0 r J a oc Q o 0 Q MVA W 0 a o a. 0 V :nat,3 1at,0 flflJL s OR, tr-tuor II 69, Sir•l::1,10',/ IL IL 113„1, 11.'2 8 8 3354 8 , agnICHAtre'll,'MviDOU-11,015"11511, 511,21.0.0 1:1101Z11019Z.41060,-1101,11t ld NaPid D g g 0 o < < 0 0 COPPER CABLES ONLY 8 ,e; co t rJCij CIA113 IH 3 3 ■fi- t ' Date: August 30,2004 I To: Cathy Domann, City Clerk From: Seimone Jurjis, Acting City Engineer On July 20,2004, the City Council approved the enclosed cost sharing agreement between the City and SBC to provide for relocation of SBC `s facilities for the Douglas Street Gap Closure Project, and authorized the City Manager to execute the agreement on behalf of the City. SBC has executed this agreement. Please have the agreement executed by the City Manager after obtaining City Attorney's approval as to form. A fully executed copy of the agreement for my files is also requested. Thanks