HomeMy WebLinkAboutContractCAG-21-053
Project No. 99025Z
REIMBURSEMENT AGREEMENT FOR
DUCT CONSTRUCTION
THIS REIMBURSEMENT AGREEMENT FOR DUCT CONSTRUCTION ("Agreement") is
made and entered into this 19th day of March , 20 21 (the "Effective Date") by and
between MCIMETRO ACCESS TRANSMISSION SERVICES CORP., a Delaware
corporation ("Utility"), d/b/a Verizon Access Transmission Services, having a business address at
600 Hidden Ridge, Irving, Texas 75038, and CITY OF RENTON, WA ("Reimbursor"), having
an address at 1055 South Grady Way, Renton, WA 98057. The signatories to this Agreement shall
be referred to individually as a "Party" and collectively as the "Parties".
RECITALS
Pursuant to RCW 35.99.070, Reimbursor has requested that Utility purchase, construct,
and install (collectively, as applicable, "construct") underground conduit or duct
("Duct") for Reimbursor's ownership and use within Reimbursor's public right-of-way
(the "Project") in connection with work to be performed by Utility. Utility shall only
install Duct for Reimbursor ("Reimbursor Duct") in mutually agreed locations where
Utility is also constructing Duct for its own use and subject to the terms of this
Agreement.
2. Reimbursor has determined that the Reimbursor Duct work constitutes a purchase from a
single source of supply.
3. Reimbursor will pay Utility for work it performs in support of the Project as further set
forth in this Agreement including its Exhibits A and B attached hereto (the "Payment").
NOW THEREFORE, in consideration of the foregoing and of the mutual promises and
covenants herein contained, the Parties agree as follows:
Utility may, in its sole discretion, determine whether it will construct Reimbursor Duct in
each particular location requested by Reimbursor. Utility will construct Reimbursor Duct
using the same quality of materials and engineering standards Utility uses in constructing its
own Duct.
2. Reimbursor agrees that:
(a) Exhibit A, attached hereto and made a part hereof, represents the scope of work for the
Project.
(b) Consistent with Section 4 below, Reimbursor shall bear all actual costs ("Costs") incurred
by Utility, as set forth in Exhibit B hereto relating to the incremental cost to Utility of
constructing the Reimbursor Duct. Categories of such incremental Costs, include, but are
not limited to, labor, materials, construction, damages, administrative overhead, taxes,
travel expenses, railroad right -of- way access and flagging fees, permit fees, legal fees
and other reasonable out of pocket expenses.
(c) It waives any and all delay damage claims against Utility made by Reimbursor or
any employee, representative agent, contractor or beneficiary of Reimbursor. The
Reimbursor Duct shall be a single two-inch Duct placed by Utility adjacent and
parallel to the Utility's Duct and within same bore alignment for the route authorized
under permit numbers or other specific descriptors.
(d) Upon completion of work and receipt of the Payment, ownership and title to the
Reimbursor Duct will automatically pass from Utility to Reimbursor with no further
action required on the part of either Party, or this Agreement and proof of payment
by Reimbursor shall act as proper documentation thereof.
(e) Reimbursor may not access or use the Reimbursor Duct for any purpose until Utility
receives the Payment.
(fj Reimbursor shall be responsible for placing tracer wire and access points
(manholes/handholes/vaults) for the Reimbursor Duct.
(g) Reimbursor's use of the Reimbursor Duct shall be restricted to non-commercial
governmental use for a period of seven (7) years from receipt of the Payment,
upon which date this Agreement terminates and is no further force or effect.
(h) If Utility determines, in its sole discretion, to not complete construction of a particular
route, Utility shall transfer to Reimbursor title to any Reimbursor Duct already
constructed, shall provide Reimbursor with reasonable access points to the already
constructed Reimbursor Duct, shall have no further obligation with respect to the
remainder of the route, and any amounts to be paid by Reimbursor to Utility under this
Agreement shall be adjusted on a pro rata basis.
(i) Utility reserves all rights under applicable law.
(�) Utility warrants that upon delivery, the Reimbursor Duct constructed as part of the Project
will not be obstructed and shall meet the specifications set forth in Exhibit A; otherwise,
Utility is providing the Reimbursor Duct and all other work and materials associated with
the Project on an "as is," "where is" basis, with no warranties of any kind, including,
without limitation, implied warranties of merchantability or fitness for a particular
purpose.
(k) Utility shall not be required to place Duct in the ground or on structures that do not meet
Utility's engineering standards or where Reimbursor cannot provide sufficient
documentation that it has secured necessary property rights, easements or other right-of-
way rights for Utility to place its facilities in the designated location.
(� Utility may recover from Reimbursor reasonable attorneys' fees and costs from any and
all actions Utility brings to collect amounts owed by Reimbursor under this Agreement.
3. Reimbursor may, at its own expense, inspect construction Utility performs in connection with
the Project.
4. The total cost of the Project is estimated not to exceed the amount set forth in Exhibit B
hereto. Utility will charge Reimbursor only for its Costs incurred for the Project. Reimbursor
acknowledges and agrees that this amount is an estimate and shall not be construed as limiting
the amount Utility is to be reimbursed by Reimbursor under this Agreement. Utility shall
provide notice to Reimbursor when Utility becomes aware that Costs will exceed the estimate
by more than ten percent (10%), at which time Reimbursor may elect to terminate the
Agreement pursuant to Section 9.
2
In the event either Party terminates this Agreement pursuant to Section 9 below or
Reimbursor directs Utility in writing to stop work on the Project, Reimbursor shall be
responsible to Utility for Costs incurred by Utility prior to receipt of such termination or
stop work notice and Project wind -down costs incurred by Utility.
Following completion of the Project, Utility shall make an accounting of final, unpaid, actual
Costs of the Project and provide Reimbursor with a copy of the accounting and an itemized
invoice therefor. Utility may invoice Reimbursor monthly for progress payments for
materials and labor. Payment on a progress payment will be made in the next pay cycle of
the Renton Finance Department after receipt of invoice (pay cycles are bi-weekly).
7. Reimbursor shall perform no work within ten (10) feet on either side of the Reimbursor
Duct in the Project area until the Project has been completed or as otherwise mutually
agreed by Reimbursor and Utility. If any such work is performed, Utility has a right to have
an inspector on site during such work, and Utility's inspector may order Reimbursor, its
employees, agents, representatives and contractors (for purposes of this Section 7,
collectively, "Reimbursor") to immediately stop work if such work is placing Utility's
facilities in imminent harm, and Reimbursor shall immediately comply with such order.
Until the Project has been completed or as otherwise mutually agreed by Reimbursor and
Utility, Reimbursor shall give written notice to Utility at least forty-eight (48) hours,
excluding Saturday, Sunday and legal holidays, in advance of commencement of any work
in the immediate Project area. The notice shall be given to those individuals listed in the
contacts section of Exhibit A. In the event of an emergency, Reimbursor shall provide
telephonic notice to MCI at 1-800-MCI-WORK upon Reimbursor's discovery of the
emergency.
The obligations of Utility are subject to force majeure, and Utility 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, civil disorder or acts of
terrorism; or any other cause beyond the reasonable control of Utility.
9. Utility shall indemnify, defend, and hold harmless Renton, from and against any and every
Third -Party action, claim, cost, damage, death, expense, harm, injury, liability, or loss of any
kind, in law or in equity, to persons or property, including reasonable attorneys' and experts'
fees and/or costs incurred by Renton in its defense, arising out of or related to, directly or
indirectly, to Utility's Work or abandonment of Facilities, or from the existence of Utility's
Facilities, and the products contained in, transferred through, any signals or emissions from the
Facilities, released or escaped from the Facilities, including the reasonable costs of assessing
such damages and any liability for costs of investigation, abatement, correction, cleanup, fines,
penalties, or other damages arising under any Laws, including, but not limited to,
Environmental Laws, and any action, claim, cost, damage, death, expense, harm, injury,
liability, or loss, to persons or property which is caused by, in whole or in part, and only to the
extent of, the willfully tortious or negligent acts or omissions of Utility or its agents,
contractors (of any tier), employees, representatives or trainees related to Utility's granted
Agreement privileges. "Renton" means the City of Renton, and its elected officials, agents,
employees, officers, representatives, consultants (of any level), and volunteers.
The terms of this section shall not require Utility to indemnify Renton against and hold
harmless Renton from claims, demands or suits based upon Renton's negligent or willful
conduct, and provided further that if the claims or suits are caused by or result from the
concurrent negligence of (a) the Utility's agents, officers, or employees and (b) Renton, this
provision with respect to claims or suits based upon such concurrent negligence shall be valid
and enforceable only to the extent of Utility's negligence or the negligence of Utility's agents
or employees except as limited in this Agreement.
10. Insurance: Utility shall procure and maintain for the duration of the Agreement, insurance, or
provide evidence of self-insurance, against all claims for injuries to persons or damages to
property which may arise from or in connection with the exercise of the privileges granted by
Agreement to Utility. Utility shall provide to Renton an insurance certificate, and/or a
certificate of self-insurance, together with a blanket additional insured endorsement on the
general liability policies, including Renton as an additional insured as their interest may appear
under this Agreement upon Utility's acceptance of this Agreement, and such insurance
certificate shall evidence the following coverages:
a. Commercial general liability insurance, including but not limited to, blanket contractual,
property damage, premises -operations, explosion, collapse and hazard, underground hazard
(XCU) and products completed hazard, with limits of one million dollars ($1,000,000) for each
occurrence for bodily injury and property damage and two million dollars ($2,000,000) general
aggregate;
b. Commercial automobile liability for owned, non -owned and hired vehicles with a combined
single limit of one million dollars ($1,000,000) each accident for bodily injury and property
damage;
c. Worker's Compensation within statutory limits consistent with the Industrial Insurance laws
of the State of Washington; and
d. Pollution liability with a limit not less than one million dollars ($1,000,000) for each
occurrence, and two million dollars ($2,000,000) in the aggregate, for pollution condition
arising out of or resulting from the use and occupancy of the premises and the operations
conducted thereon.
Additional Insured: Renton, its officers, officials, employees, and volunteers shall be included
as an additional insured as their interest may appear under this Agreement on the commercial
general liability and commercial automobile liability insurance, as respects work performed by
Utility and the blanket additional insured endorsement shall be included with on the certificate
of insurance or certification of self-insurance. Utility's insurance shall be primary insurance
with respect to Renton. Any insurance maintained by Renton shall be in excess of Utility's
insurance and shall not contribute with it. Utility shall give Renton thirty (30) days prior written
notice by certified mail, return -receipt requested, of suspension, cancellation, or material change
in coverage.
Survival: The indemnity and insurance provisions shall survive the termination of this
Agreement and shall continue for as long as Utility's Facilities remain in or on the Agreement
Area or until the Parties execute a new Agreement that modifies or terminates these indemnity
or insurance provisions.
11. Either Party may terminate this Agreement prior to its termination date as set forth in Section
2.g upon written notice to the other Party: (i) upon completion of all existing Reimbursor Duct
construction efforts; (ii) at any time in the event no Reimbursor Duct construction efforts are
underway; (Ili) within ten (10) days of any notice by Utility notice to Reimbursor of a 10%
exceedance under Section 4; or (iv) in the event a Party breaches the terms of this Agreement
and such breach is not cured within thirty (30) days of receipt of written notice to the Party
from the other Party of the details of such breach.
12. The terms of this Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns.
13. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ITS
EMPLOYEES, SUBCONTRACTORS, AND/OR AGENTS, OR ANY THIRDPARTY,
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, OR LOST PROFITS, FOR ANY CLAIM OR DEMAND OF ANY
NATURE OR KIND, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF.
14. The direct damages that a Party may be liable for to the other Party under this Agreement
shall not exceed the total amount paid to Utility under the Agreement.
15. Utility shall maintain accounts and records, which properly reflect all direct and indirect
costs expended on the Project. Utility agrees to provide access to and copies of any
records related to this Agreement as required by Reimbursor to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW).
16. Reimbursor represents to Utility that, pursuant to RCW 35.99.070, Section 4, the value
of the work at issue is not considered a public works construction contract and, therefore,
prevailing wages are not required.
17. This Agreement together with its Exhibits constitutes the entire agreement between the
Parties and supersedes all contemporaneous or prior agreements between the Parties, whether
written or oral, with respect to the subject matter of this Agreement. This Agreement may
not be modified, supplemented or amended unless any such modification, supplement or
amendment is incorporated into the Agreement via valid amendment signed by the
authorized representatives of each Party. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall constitute one and
the same instrument. Execution and exchange of signatures via facsimile or Adobe Acrobat
portable document file (.PDF file extension) shall have the same force and effect as
execution and exchange of originals. 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.
for Reimbursor
CITY OF RENTON, WA
for Utility
MCIMETRO ACCESS TRANSMISSION
3
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By:— — — By
Name: Armondo Pavone Mayor Na
ATTEST: Titl
Jason A. Seth, City Clerk
Date: 3_19_2021
Federal Tax ID#: 91-6001271
Telephone: (425) 430-7291
l 141
REN rp
Date
Email address for City's contact person (Justin T. Johnson): JTJohnson(c-u,Rentonwa.gov
Billing Contact:
Name: Justin T. Johnson
Address: 1055 South Grady Way
Renton, WA 98057
0
Exhibit A
BACKGROUND.
The City of Renton, WA has requested 1- 2" high -density polyethylene conduit be installed
within the same pathway that MCI conduit is being installed. The exact start and end points will
be determined in the field with the city identifying these locations.
SCOPE AND SPECIFICATIONS OF WORK.
Install 2-inch conduit with pull -rope and tracer wire adjacent to MCImetro Access Transmission
Services Corp. conduit and within same bore alignment along I I6th. Ave. SE between Puget Dr.
SE and SE 188th. St. In between these start and end points there will be multiple (bore pits)
where the City conduit will have stubs buried below the surface. These stub locations and the
start and end point locations will be identified on asbuilt drawings that MCI will provide to the
City after construction has completed.
Utility: MCImetro Access Transmission Services Corp.
Engineer•
Brad Landis
Engr IV Spec-Ntwk Eng &
Ops Kirkland, WA 98034
425.636.6036 (0)
brad. landis0,,vcrizon.corn
Manager:
Louise Popelka
Sr Mgr-NtwkEng & Ops
Bellevue, WA 98008
425.603.2092 (0)
louise.popelka(averizon. com
Agreements-,
George Reid
Irving, TX
972.444.5343
geor eg reidgverizon.com
7
Page: 01
verizonbusirleSS OUTSIDE PLANT CONSTRUCTION
INCREMENTEAL COST ESTIMATE (ACTIVE APPROVED )
05111 /2020
Project/AFE #: 99025Z
Revision: 4
Date Prepared:
08/27/2019
Title
CITY OF RENTON WA SDA
Engineer:
BRAD LANDIS
Site Code:
STTLWA
Manager:
LOUISE POPELKA
Investigation#:
7899-2019
City:
SEATTLE
Disposition:
Refund
State:
WA
Footage Impact:
11,900
DESCRIPTION OF WORK
The City of Renton. WA has reached out to us requesting that we install a single 2" conduit within certain areas and along planned pathways of our new One Fiber
build. The City has an underground policy so placing new cables aerially is not an option. Currently the City is looking us adding a single 2" conduit along 116th Ave SE
between Puget Dr SE and SE 188th St., totaling roughly 11,900 ft. The City may want a 2" conduit at other locations as well but at this time this has been specifically
identified. Once engineering has begun more exact locations of the start and stop points of the City conduit can be identified, with input from the City.
Eng. Start:
Eng. Complete:
SCHEDULE
Const. Start:
Const. Complete: 03/03/2020
SUMMARY OF ESTIMATED COSTS
A): ENGINEERING:
$0.00
B): INSPECTION SERVICES:
$0.00
C): FURNISHED MATERIALS:
$17,850.00
D): CONTRACTOR UNIT PRICE SCHEDULE:
$94,902.50
E): SPLICING LABOR:
$0.00
F):
TOTAL:
Construction Manager: Date:
$112, 752.50
Cl\f1101 I D
Page: 02
OUTSIDE PLANT CONSTRUCTION
INCREMENTAL COST ESTIMATE (ACTIVE APPROVED )
05/11 /2020
Project/AFE #: 99025Z CITY OF RENTON WA SDA Revision: 4
INTERNAL - REF DESCRIPTION:
QTY: U/M:
UNIT $:
EXT. $:
CONTRACT - REF DESCRIPTION:
0
QTY: Ulm:
0
UNIT $:
0
EXT. $:
0
ENGINEERING Sub TOTAL:
0
0
$0.00
B) INSPECTION SERVICES
INTERNAL - REF DESCRIPTION:
QTY: U/M:
UNIT $:
EXT. $:
EXTERNAL - REF DESCRIPTION:
0
QTY: U/M:
0
UNIT $:
0
EXT. $:
0
0
0
INSPECTION SERVICES Sub TOTAL:
$0.00
C) FURNISHED MATERIALS
REF DESCRIPTION:
QTY: U/M:
UNIT $:
EXT. $:
Conduit
11900 ft.
1.50
$17,850.00
FURNISHED MATERIALS Sub TOTAL:
$17,850.00
D) CONTRACTOR UNIT PRICE SCHEDULE
REF DESCRIPTION:
QTY: U/M:
UNIT $:
EXT. $:
Directional bore
10 % Construction Contingency
11900 If
1 LS
7.25
8627.50
$86,275.00
$8,627.50
CONTRACTOR UNIT PRICE SCHEDULE Sub TOTAL:
$94,902.50
E) SPLICING LABOR
REF DESCRIPTION:
QTY: U/M:
UNIT $:
EXT. $:
SPLICING LABOR Sub TOTAL:
$0.00
9