04-0720_MCI WORLD COM NETWORK SERVICES_Reimbursement AgreementREIMBURSEMENT AGREEMENT eeIU� --
THIS R MB R EMENT AGREEMENT (herein "Agreement") is made and entered into and effective this ��v
day 1 2004, by and between MCI WORLDCOM Network Services, Inc., a Delaware
corporation (he ein "MWNS"), on behalf of itself and/or its Affiliate(s), having a mailing address at 2250
Lakeside Boulevard, Richardson, Texas 75082, and CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, a
municipal corporation (herein "Reimbursor'), having a mailing address at 32400 Paseo Adelanto, San Juan
Capistrano, California 92675. "Affiliate" means an entity that directly or indirectly owns or controls, is owned or
controlled by, or is under common ownership or control with, MWNS. For the purposes of this Agreement, "own'
or "control" means to own an equity interest (or equivalent) of at least ten percent (10%), or the right to control the
business decisions, management and policy of another entity performing any of the obligations set forth in this
Agreement.
WITNESSETH:
WHEREAS, Reimbursor is constructing, reconstructing, crossing, or otherwise changing a portion of the
Burlington Northern Railroad Company as successor -in -interest to Atchison, Topeka and Santa Fe Railway
Company easement in San Juan Capistrano, California (Vereda Bikeway) which requires the protection or
relocation of MWNS facilities along, over and/or under said easement or right-of-way; and
WHEREAS, as a result of Reimbursor's construction activity, Reimbursor has requested MWNS to relocate or
protect a portion of its facilities without cost or risk to MWNS; and
WHEREAS, MWNS, under the terms hereinafter stated, is willing to undertake such relocation or protection of
its facilities (herein the "Project') solely in order to accommodate Reimbursor, provided Reimbursor reimburses
MWNS for all of its costs, both direct and indirect, associated with the Project.
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, MWNS hereby
agrees to undertake the Project in accordance with the attached Exhibit A, subject to the following terms and
provisions:
1. Reimbursor agrees that Exhibit A represents the scope of work for the Project.
2. Reimbursor may, at its own expense, inspect construction performed by MWNS in connection with the
Project.
3. Except as provided in paragraph 4., Reimbursor agrees to bear all direct and indirect costs incurred by
MWNS and relating to any construction by MWNS in connection with the Project, including, but not
limited to, labor, materials, construction, damages, administrative overhead, taxes, travel expense,
legal fees and other reasonable out of pocket expenses. Reimbursor waives any and all delay damage
claims, except if caused solely by the gross negligence or willful misconduct of MWNS.
4. The total cost of the Project is estimated to be Sixty -Seven Thousand, Two Hundred Seventy -Nine
and Fifty Hundredths Dollars ($67,279.50), as detailed in Exhibit B. Reimbursor acknowledges and
agrees that this amount is an estimate and shall not be construed as limiting the amount MWNS is to
be reimbursed by Reimbursor under this Agreement. MWNS shall provide notice to Reimbursor when
MWNS becomes aware that actual costs will exceed the estimate by more than ten percent (10%).
Reimbursor agrees to submit advance payment of 0 % of the estimated Project cost in the amount of
$67,279.50 along with this executed Agreement prior to the commencement of work by MWNS.
Provided that the actual costs exceed the advanced payment, MWNS may, in its sole discretion,
submit to Reimbursor an itemized invoice for actual Project costs not more often than monthly.
Reimbursor shall pay the full invoice within thirty (30) days' following receipt of same.
5. Following the completion of this Project, MWNS shall make an accounting of final, unpaid, actual
costs of the Project and provide Reimbursor with a copy of said accounting and an itemized invoice
therefor. Reimbursor shall pay the full invoice within thirty (30) days after receipt. If the total actual
N
costs of the Project are less than the advanced payment, MWNS shall refund the difference to
Reimbursor.
No work shall be performed by Reimbursor within ten feet (10') on either side of the existing MWNS
facilities in the right-of-way until the Project has been completed.
The obligations of MWNS are subject to force majeure and MWNS shall not be in default of this
Agreement if any failure or delay in performance is caused by strike or other labor problems,
accidents; acts of God, fire; flood; adverse weather conditions, material or facility shortages or
unavailability; lack of transportation; the imposition of any governmental codes, ordinances, laws,
rules, regulations or restrictions, including, without limitation, the necessity of obtaining permits or
environmental assessments or environmental approvals, condemnation or the exercise of rights of
eminent domain; war or civil disorder; or any other cause beyond the reasonable control of MWNS.
8. Written notice shall be given to MWNS by Reimbursor at least forty-eight (48) hours, excluding
Saturday, Sunday and legal holidays, in advance of commencement of any work in the immediate
permitted area, but not within said ten feet (10') on either side, of the MWNS facilities as set forth in
Section 6., above. Said notice shall be given to those individuals listed on the Contact Sheet of
Exhibit A. In the event of an emergency, Reimbursor shall provide telephonic notice to MWNS at 1-
800 -MCI -WORK upon Reimbursor's notice of such emergency.
9. This Agreement supersedes every antecedent or concurrent oral and/or written declaration and/or
understanding by and between MWNS and Reimbursor pertaining to the Project.
10. The terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their successors and assigns.
11. Each party warrants that it has the full right and authority to enter into this Agreement. All necessary
approvals and authority to enter into this Agreement have been obtained and the person executing
this Agreement on behalf of each party has the express authority to do so and in so doing, to bind
such party hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
CAPISTRANO,
Mayor
APPROVED AS TO RM:
John Shaw, Jityr Attorney
MCI WORLDCOM NETWORK SEbtVIPPS, INC.
By. L�
Name: arty Hery
Title: Senior Manager, OSP Services
Date: 415 T o?� o�poy
02/26/01
EXHIBIT A
SCOPE OF WORK
MCIWorldCom Project Number 90751 H
San Juan Capistrano, CA. Vereda Bikeway Relocation
BACKGROUND
MCIWorldCom is required to relocate existing MCI Long Distance facilities to
accommodate the construction of the Vereda Bikeway Under crossing by the City of San
Juan Capistrano, California
SCOPE OF WORK
MCIWorldCom contract work forces will be required to relocate (1) existing 3' X 5'
handhole; place (2) temporary utility poles; place conduit and risers from existing
handholes to temporary poles; and place approximately 750' of F.O.C.
MCIWorldCom OSP Operation crews will be required to splice F.O.C. for the
temporary relocation.
Contract work forces will start the final restoration by placing approximately 150
feet of 4-2" HDPE in 4" GIP, across the overpass constructed by the City of San Juan
Capistrano. These same contract crews will tie into the existing underground system
and place approximately 5000 feet of F.O.C. to maintain the original splice locations.
MCIWorldCom OSP Operation work forces will complete the permanent
restoration by splicing F.O.C.
Contract crews will then remove all temporary facilities including poles and cable.
CONTACTS
Ji181VJkTf9M i'..'ii
Brandon Jacome — Regional Manager Dan Garden — Project Engineer
2175 N. California Blvd. Ste. 700 Office 315-006 157 South Lilac Avenue
Walnut Creek, CA. 94596 Rialto, CA 909
925/951-2061 office 909-879-2716office
925/951-2732 fax 909-544-9282mobile
brandon.iacome(a�mci.com dan.gardenCa)mci.com
CITY OF SAN JUAN CAPISTRANO:
Tony Foster
32400 Paseo Adelanto
San Juan Capistrano, CA. 92675
949/493-1171 office
tfoster(a sanivancapistrano.org
Transmission Systems Construction
R&U Project Budget
7/15/2004
Project#: 90751H Revision: 3 Date Prepared: 7/14/2004
Title: SAN JUAN CAPISTRANO. CA VEREDA BIKEWAY Engineer: GARDEN. DAN
Site Code: NWBHCA Lead Engineer: BECKERNIANN. DON
Capital Project:
Capital Pri. Title:
Regen/Regen Spans:
City: SAN JUAN CAPISTRANO
State: California
Footage: 500
FEXHIBIT B
Page I of 2 2
WAN, Wq,-,Vp�a.5, T IMEfR �--FMN.Mm :R.M N
1 11 , I R
ESTIMATED ENGINEERING TIME: (DAYS)
Engineering: 10
Drafting:
As Built Doc.
TIME FRAME TOTAL
ESTIMATED CONST. TIME: (DAYS)
Construction:
TIME FRAME TOTAL:
�J 4ut�5�,G�
4P CH UX
.:y
M
Investigation#: Eng. Start: Construction Start: 9/10/2004
Disposition: Refund Ene. Construction Complete: 12/17/2004
Lead Engineer: Date:
MARYI!O ,� STWA*0 S-
E :,COST
E4.R
I
A)
ENGINEERING
$5,200.00
B)
INSPECTION SERVICES
$12,900.00
C)
MCI FURNISHED MATERIALS
$997.50
D)
CONTRACTOR UNIT PRICE SCHEDULE
$42,250.00
E)
SPLICING LABOR
$0.00
F)
SUBTOTAL
$61,347.50
G)
OVERHEAD - 20% OF ITEMS A -C & E
$3,819.50
H)
OVERHEAD - 5% OF ITEM D
$2,112.50
Lead Engineer: Date:
Transmission Systems Construction
�XHIBJT B
R&U Project Budget
7/15/2004
Pape ? of 2 2
REF DESCRIPTION DAYS QTY
UNIT $
EXT. $
2)
MCI lnsnector (Inc moh 1 (Fxternnh 15 1
$360.00
$5,400.00
5)
Railroad Flapman 15 1
$500.00
$7.500.00
INSPECTION SERVICES Sub TOTAL
$12,900.00
M):,"AATEMALS
5R,p,Ul!M-iH.hg.,eg,jg �,
, "
REF DESCRIPTION UNITS QTY
UNIT
EXT. $
9)
Handholes FA 2
$498.75
$997.50
MCI FURNISHED MATERIALS Sub TOTAL
$997.50
Addendum to Unit Price Schedule
REF DESCRIPTION UNITS QTY
UNIT $
EXT. $
59)
Contractor to Relocate Existinp I Indergronnd FOC I'S 1
$42,250.00
$42,250.00
CONTRACTOR UNIT PRICE Sub TOTAL
$42,250.00