06-05-2012 Memo Approval of the Holy Cross Trench, Conduit and Vault AgreementTo: Honorable Mayor and Town Council Initials
Thru: Patty McKenney, Acting Town Manager
Legal: Eric Heil, Town Attorney
From: Justin Hildreth, P.E., Town Engineer
Jeffrey Schneider, P.E., Project Engineer
Date: June 5, 2012
Re: Approval of the Holy Cross Trench, Conduit, and Vault Agreement between the Town of
Avon and Holy Cross Energy
SUMMARY:
This memorandum is submitted to Town Council to present the Trench, Conduit, and Vault Agreement
(Agreement) between the Town of Avon and Holy Cross Energy for the 1 -70 Regional Transportation
Operations Facility (RTOF) project. The project involves removal and relocation of the existing modular office
building, demolition, and construction of a new bus storage, wash, and maintenance facility as well as
associated utilities and infrastructure. Part of the required utility improvements is removal and upgrade of the
transformer serving the site, as well as utilizing the former transformer vault location as a splice vault. Holy
Cross Energy requires the Agreement, attached as Exhibit A, for the transformer installation. The agreement
also provides that the Town, through its contracted forces, is to install the trenching, conduit, and vault per
Holy Cross specifications. Holy Cross then installs the transformer and conductor cables when the installation
is completed.
DISCUSSION:
The attached Agreement stipulates responsibilities and standards for the construction of primary electric
infrastructure at the Swift Gulch Site. For upgrades to primary electric services, the Town, through its electrical
subcontractor, installs the necessary trenches, conduits, and vaults with materials supplied by Holy Cross
Energy. Holy Cross then installs the conductor and upgraded transformer with their own forces.
The Agreement in general stipulates specifications for construction of the trenching, conduit and vaults such a
horizontal and vertical spacing requirements and excavation and permitting requirements. It also provides for
indemnification, remedy for defective construction, revegetation, accessibility for maintenance, and the need
for future easement dedication to reflect as -built conditions. Finally, the agreement stipulates the Town's
responsibility for future relocation of the facilities. The Town Attorney has reviewed and approved to form the
Agreement.
FINANCIAL IMPLICATIONS:
Though not specifically a part of this Agreement, a separate document is required to initiate the work. This
document will be executed by Staff and requires that the Town remit $16,400 to Holy Cross energy for the
labor, equipment, and materials required for the upgrade. The $16,400 is well within the utilities budget for
the 1 -70 RTOF. A portion of the utility upgrade charge may be reimbursed by Holy Cross depending on
metered usage.
REQUESTED ACTION: Staff requests that Council authorize Mayor Carroll to sign the Trench, Conduit, and
Vault Agreement between the Town of Avon and Holy Cross Energy.
Holy Cross Trench, Conduit, and Vault Agreement
June 12, 2012
Page 2 of 2
ATTACHMENTS:
Exhibit A Trench, Conduit, and Vault Agreement
TOWN MANAGER COMMENTS:
en
EXHIBIT A
TRENCH, CONDUIT, AND VAULT AGREEMENT
This agreement is made and entered into this _ day of 20-
between TOWN OF AVON, a municipal corporation, whose mailing address is One Lake Street, Avon, CO 81620,
hereinafter called "Owner ", and Holy Cross Energy, a Colorado corporation whose mailing address is P. O. Box 2150,
Glenwood Springs, Colorado 81602, hereafter called "Holy Cross ".
WHEREAS, Holy Cross has been requested by Owner to provide underground electric facilities, hereinafter called "Facilities ",
to serve a project known as Avon - Swift Gulch Transit Center Revamp, hereinafter called "Project "; and,
WHEREAS, Owner is required to provide all excavation, conduit and vault installation, backfill, compaction and cleanup
needed to construct said requested Facilities; and,
WHEREAS, Owner owns real property described as follows: Lot 1 B, Swift Gulch Addition in Section 12, Township S South,
Range 82 West of the 611 P.M., more particularly described in Reception Nos. 663529 and 201023289 in the office of the
Eagle County Clerk and Recorder, Eagle, Colorado, hereinafter called "Property ", which Property is the real property where
the Project is being developed; and,
WHEREAS, installation of Facilities to serve the Project may require trenching or other excavation on certain real property
adjacent to the Project described as follows: Not Applicable, hereinafter called "Adjacent Land ".
NOW, THEREFORE, Owner and Holy Cross agree as follows:
1. Owner shall provide all excavation, conduit and vault installation, backfill, compaction and cleanup necessary for
installation of Facilities to serve the Project. Such excavation shall be located as shown on the construction plans
approved by Holy Cross, and performed in accordance with Holy Cross Vault Installation Specifications, Construction
Specifications and inspector requirements. Any deviation from the approved construction plans will not be made
unless approved by Holy Cross in advance. All Facilities installed hereunder shall be inspected during construction by
Holy Cross and shall meet all Holy Cross requirements prior to acceptance of such Facilities by Holy Cross.
a. Prior to commencement of any work hereunder, Holy Cross shall furnish to Owner its Vault Installation
Specifications and Construction Specifications and such specifications are made a part hereof by reference.
b. All Facilities installed within the Property and Adjacent Land shall be within dedicated or conveyed and recorded
l utility easements.
c. The top of all conduits installed hereunder shall be located a minimum of 48" below the final grade of the ground
surface.
d. A twelve -inch (12 ") minimum separation will be maintained between conduits installed for the Facilities and all
other new or existing underground utilities. Wherever possible, this separation will be horizontal. The Facilities
conduit separation from plastic gas lines shall be greater than this minimum wherever practicable.
e. Holy Cross will supply the necessary conduit and vaults for installation by the Owner upon completion of
contractual arrangements. Owner assumes responsibility for all material lost or damaged after such material has
been issued to and signed for by Owner or by an agent of Owner. Alternatively, Owner may provide its own
conduit and vaults meeting Holy Cross specifications for use on the Project and convey such provided material to
Holy Cross with an acceptable Bill of Sale. After installation by the Owner and acceptance by Holy Cross, Holy
Cross shall continue as the owner of the conduit, vaults and related structures and facilities.
f. If conduit and /or vault installation provided by Owner for the Project are found to be unusable or improperly
constructed, irrespective of whether such discovery is made during or after installation, Owner will be responsible
for correcting said problems at its expense as specified by Holy Cross and Owner shall reimburse Holy Cross for all
additional costs resulting from conduit and /or vault installation being unusable or improperly constructed.
2. Despite the fact that Holy Cross reserves the right to specify acceptable work performed hereunder, Owner shall
perform work hereunder as an independent contractor, including, but not limited to, the hiring and firing of its own
employees, providing its own tools and equipment, payment of all wages, taxes, insurance, employee withholdings,
and fees connected with its work on the Project.
3. Owner shall obtain all necessary digging permits and utility locations prior to excavation for work performed
hereunder. Owner shall repair all damage caused during excavation promptly and at its expense. No excavation will
be undertaken within five (5) feet of existing underground electric facilities except under the on site supervision of a
Holy Cross employee.
4. Owner shall indemnify, save, and hold harmless Holy Cross, its employees and agents, against any and all loss,
liability, claims, expense, suits, causes of action, or judgments for damages to property or injury or death to persons
that may arise out of work performed hereunder, or because of a breach of any of the promises, covenants and
agreements herein made by the Owner. Owner shall promptly defend Holy Cross whenever legal proceedings of any
kind are brought against it arising out of work performed hereunder by the Owner and /or work performed at the
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direction of the Owner. In the event Owner shall fail to promptly defend Holy Cross, it shall be liable to Holy Croy'
and shall reimburse it, for all costs, expenses and attorney fees incurred in defending any such legal proceeding.
Owner agrees to satisfy, pay, and discharge any and all judgments and fines rendered against Holy Cross arising out of
any such proceedings. Owner also agrees to promptly satisfy and pay any monetary settlements of disputes that arise
hereunder, provided Owner has been given the opportunity to join in such settlement agreements. The above
indemnification clause shall not apply to state and local governments or local service districts. In lieu thereof,
whenever Owner is a government or district it shall procure and maintain in effect at least $1,000,000 of public
liability insurance covering the acts, damages and expenses described in the above indemnification clause. Upon Holy
Cross' request, such an Owner shall furnish a Certificate of Insurance verifying the existence of such insurance
coverage.
S. Owner shall repair, at its expense, any excavation settlement and damage to asphalt paving or other surface
improvements caused by such settlement resulting from work performed hereunder within the Property and Adjacent
Land for a period of two (2) years beginning on the date backfill and cleanup are completed.
6. Owner, at its expense, shall stop the growth of thistles and /or other noxious weeds in all areas disturbed by
excavation performed hereunder for a period of two (2) years beginning on the date backfill and cleanup are
completed.
7. In the event Owner shall not promptly complete all of the obligations hereinabove agreed to be performed by Owner,
Holy Cross may give written notice by registered or certified mail demanding Owner to complete the work and
obligations undertaken by Owner herein, and if such is not completed within 30 days after receipt of such notice by
Owner, Holy Cross may complete the work and obligations hereof. If Holy Cross shall be required to complete the
work, all costs of completion shall be chargeable to and collectible from Owner.
S. As set forth in paragraph l above, Owner covenants that the trench, and all Facilities within the trench installed
hereunder shall be located within dedicated or conveyed and recorded utility easements and at the proper depth below
finished grade. It shall be the obligation of Owner to properly locate and construct the Facilities within the easement.
Should it ever be discovered that such Facilities have not been properly located within dedicated or conveyed and
recorded utility easements, or at the proper depth, it shall be the obligation of Owner to provide new easements for
the actual location of the Facilities, or to relocate the Facilities within the easement, all of which shall be at the sole
cost and expense of Owner.
9. It shall be Owner's responsibility to ensure that splice vaults, switchgear vaults and transformer vaults installed
hereunder on the Property are accessible by Holy Cross boom trucks and other necessary equipment and personnel at
all times. The use of such access by Holy Cross shall not require removal or alteration of any improvements,
landscaping, or other obstructions. The ground surface grade shall not be altered within ten (10) feet of said splic(
switchgear and transformer vaults, nor along the power line route between the vaults. The ground surface grade a,
said transformer and switchgear vaults shall be six (6) inches below the top of the pad. The ground surface grade at
said splice vaults shall be even with the top of the pad. The manhole opening of said splice vaults shall be uncovered
(excluding snow) and accessible at all times. Improvements, landscaping or any other objects placed in the vicinity of
said transformers and switchgear shall be located so as not to hinder complete opening of the equipment doors. The
ground surface within ten (10) feet of said transformer and switchgear doors shall be flat, level and free of
improvements, landscaping, and other obstructions. Improvements, landscaping and other objects will be kept a
minimum of four (4) feet from non - opening sides and backs of said transformers and switchgear. Owner hereby
agrees to maintain the requirements of this paragraph and further agrees to correct any violations that may occur as
soon as notified by Holy Cross. Said corrections wi!I be made at the sole cost and expense of Owner.
10. All Holy Cross meter locations must be approved in advance. Notwithstanding such advance approval, it shall be the
Owner's responsibility to maintain acceptable access, as determined solely by Holy Cross, to all Holy Cross meters at
all times. At any time in the future, should access to any Holy Cross meters be determined by Holy Cross to be
unacceptable, then it shall be the Owner's responsibility, at the Owner's sole cost, to correct the access and make it
acceptable, as determined solely by Holy Cross.
11, If at any time in the future the Town of Avon, or any governing body with jurisdiction, or any of their respective
successors and assigns, requires the relocation of any of said Facilities that have been installed within their respective
road right -of -ways, such relocation shall be at the sole cost and expense of the Owner.
12. Owner covenants that it is the owner of the above described Property and that said Property is free and clear of
encumbrances and liens of any character, except those held by the following: All those of Record.
The promises, agreements and representations made by Owner herein shall be covenants that run with the Property
and shall be binding upon the successors in interest, and assigns, of the Property.
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t
The individual signing this Trench, Conduit and Vault Agreement hereby represents that he /she has full power and
authority to sign, execute, and deliver this instrument.
Holy Cross Energy, a Colorado corporation
By:
Richard D. Brinkley, Chief Operating Officer
STATE OF )
ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this
by
corporation.
WITNESS my hand and official seal.
My commission expires:
TOWN OF AVON, a municipal corporation
By:
Mayor
_ day of , 20
as Mayor of the TOWN OF AVON, a municipal
Notary Public
Address:
STATE OF )
Ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of 20
by Richard D. Brinkley, Chief Operating Officer of Holy Cross Energy, a Colorado corporation.
WITNESS my hand and official seal.
My commission expires:
Notary Public
Address:
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ench, Conduit and Vault Agreement
.1oly Cross Energy