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HomeMy WebLinkAbout18-079 - Olympic Pipe Line Co. / BP - Strander Boulevard Design Reimbursement Agreement18-079 Council Approval 5/21/18 REIMBURSEMENT AGREEMENT MILEPOST: 114 approximate PROJECT: Strander Blvd. Extension Project, Relocation of OPL 14 -inch R -P pipeline and OPL 12 -inch SeaTac lateral pipeline LOCATION: A portion of NW Quarter of Section 25, Township 23 North, Range 04 East OPL FILE REFERENCE: 3679 -KI -239 and 3678A -L -KI -5 THIS AGREEMENT, made and entered into this day of 3(4- 2018 ("Effective Date"), by and between OLYMPIC PIPE LINE COMPANY LLC, a Delaware limited liability company, whose address is 600 SW 39th Street, Suite 275, Renton, WA 98057 (hereinafter referred to as "OPL") and the CITY OF TUKWILA, a State of Washington municipal corporation, whose address is 6200 Southcenter Boulevard, Tukwila, WA 98188 (hereinafter referred to as "CITY"). WITNESSETH: WHEREAS, CITY desires to proceed with a construction project on property at the location identified above (the "Strander Boulevard Extension Project"), which will require the eventual relocation of a portion of OPL'S fourteen -inch pipeline and twelve -inch pipeline, and WHEREAS, it is in the mutual interest of OPL and CITY for OPL to perform and provide necessary preliminary pipeline relocation activities and services, as specified herein, with OPL'S regular personnel, or by a contractor or subcontractor paid under a contract let by OPL, and WHEREAS, OPL requires payment for the estimated expense, loss, or damage either caused or made necessary by the performance of such activities and the provision of such services provided by OPL, as specified herein, whether it is incurred directly by OPL or others on behalf of OPL at the request of OPL prior to beginning any such work, as well as payment for any actual increased or additional costs above the estimated amount, as more fully described in Section II of this Agreement. NOW THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN RECITED, OPL AND CITY DO HEREIN AGREE AS FOLLOWS: / 9-611 ? aL(6/4v s Section I OPL with its regular personnel at its standard schedule of wages and working hours, or by a contractor or subcontractor, will perform the necessary activities as outlined in the scope of work document being Exhibit "A" (the "Work") attached hereto and made a part hereof. The preliminary estimated cost of the Work is Six Hundred Thirty Thousand Dollars ($630,000.00) as set forth in attached Exhibit "B" ("Estimated Cost"). Section II a) CITY shall pay any and all actual costs and expenses incurred by or on behalf of OPL in connection with performance of the Work (the "Actual Cost"). Monthly, OPL will submit a reimbursement request to the City that describes the work performed and the cost. The City will pay OPL within 30 days of receipt of the request. Section III OPL shall perform the Work as defined and outlined in Exhibit "A". Section IV OPL shall have no obligation to start the Work until written notice has been provided by CITY that the Work has been agreed to, approved by and authorized by CITY, a satisfactory starting date has been mutually agreed upon by both CITY and OPL, and the Estimated Cost has been paid. Prior to starting the Work, CITY shall cooperate with OPL in obtaining or causing to be obtained, in a form acceptable to OPL, any right, permit, permission, easement and access rights, at the sole cost and expense of CITY, required for OPL to perform the WORK and CITY shall, if requested by OPL, survey and stake all easements and access rights that pertain to the Work. Section V 2 OPL, its contractor and sub-contractors, if any, shall not discriminate against any employee or applicant for employment, to be employed in the performance of this contract, with respect to his or her hire, tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of race, color, religion, sex, handicap, national origin or ancestry. Section VI CITY HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS THE OPL, ITS AFFILIATED COMPANIES (INCLUDING BUT NOT LIMITED TO ITS OPERATOR, BP PIPELINES (NORTH AMERICA), INC.), AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND CONTRACTORS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, LOSSES, FINES, DAMAGES, COSTS AND EXPENSES (INCLUDING COSTS AND EXPENSES OF DEFENSE), ARISING OUT OF ANY DUTY, OBLIGATION OR SERVICE OF THE CITY PURSUANT TO THIS AGREEMENT OR ANY ACTION OR CONDUCT PERFORMED BY THE CITY IN CONNECTION WITH THE STRANDER BOULEVARD EXTENSION PROJECT; EXCEPT, HOWEVER, THIS INDEMNITY SHALL NOT APPLY TO THE EXTENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF OPL, ITS EMPLOYEES, AGENTS OR CONTRACTORS. IF ANY PROVISION OF THIS INDEMNITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE, THE REMAINING PROVISIONS OF THIS INDEMNITY WILL REMAIN IN EFFECT TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF PRODUCTION OR OTHER DAMAGES ATTRIBUTABLE TO BUSINESS INTERRUPTION) ARISING IN CONNECTION WITH THIS AGREEMENT. 3 Section VII The term of this Agreement shall commence on the Effective Date and continue for a period of twenty-four (24) months. The term of this Agreement shall not be extended unless an authorized representative of OPL and CITY agree in writing to extend the term. If the Work is not completed within the twenty-four (24) month term, or any agreed upon extension of the term, OPL shall have the option to not perform or complete the Work and shall reimburse CITY the amount that CITY has paid OPL less all actual costs incurred by OPL through the date of termination of this Agreement. The provisions of Section VI of this Agreement shall survive any termination and shall continue to remain in full force and effect upon termination of this Agreement. Section VIII Without limitation or waiver of any of OPL'S rights elsewhere set forth in this Agreement, OPL reserves the right, with or without cause, to stop the Work at any time and in addition thereto to immediately terminate this Agreement without liability, and in such event OPL shall reimburse CITY the amount that CITY has paid OPL less all actual costs incurred by OPL through the date of termination of this Agreement. Section IX This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter of this Agreement. This Agreement may be amended, modified, or supplemented but only in writing signed by an authorized representative of both OPL and CITY. Section X 4 The provisions of this Agreement are solely for the benefit of the parties to this Agreement and no provision of this Agreement should be deemed to confer upon any other party any remedy, claim or right. Section XI If any term or provision of this Agreement shall be found to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall . be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties as set forth herein. Section XII This Agreement shall be construed in accordance with the laws of the United States and the state where the Work is to be performed, without regard to such state's conflicts of law rules. 5 IN WITNESS HEREOF, the parties hereto separately and severally have caused this AGREEMENT to be executed in their respective names by and through their duly authorized representatives, as of the day and year first above written. OLYMPIC PIPE LINE COMPANY LLC, a Delaware limited liability company By: la 146 - Typed: Typed: M ar Title: 12f'e-S ter.' FEIN: ; e(" (? WI ?-21 CITY OF TUKWILA, a State of Washington municipal corporation By: Typed: Title: CYlct FEIN: e-4-,, 6 Exhibit A SCOPE OF WORK Description of Work OPL will develop a design and plan to relocate its 14 -inch and 12 -inch petroleum pipelines in interference with the Strander Boulevard Expansion Project in Tukwila, WA. This relocation will accommodate the CITY's expansion of Strander Boulevard. As a result OPL's 12 -inch and 14 -inch pipelines are impacted and will need to be relocated. Under this Agreement, OPL will perform the following preliminary engineering design work associated with the modification or relocation of its facilities. Project Management • Organize and develop work plan and advance design development. • Provide guidance on private property coordination and legal review of any easement, and coordinate with CITY on replacement easements and/or reciprocal conveyances. • Procurement of engineering, surveying, and construction contractors. • Track right of way document development. • Coordinate with the CITY on the design and construction methods of the proposed relocation so the CITY can proceed with the permitting. Potholing/Soil Borings • Pothole elevation of 12" and 14" pipelines upstream/upland tie-in location. • Probe/confirm elevation of 20" pipeline downstream tie-in location. • If sufficient subsurface soil and groundwater information is not available, complete soil borings as necessary. Survey Contractor • Update topographic gaps from CITY -provided CADD and mapping information. • Modify data for design development. • Survey location of items during design phase engineering. Modeling • From updated field investigation, model proposed alignment for design development. Design • Design pipe relocation, bends, and length of pipe. • Prepare right of way plan sheets. • Identify laydown area and ingress and egress areas. • Coordinate with mechanical contractor on constructability issues. • Prepare plan view and profile of pipe relocation. • Prepare contract specifications. Geotechnical • Review, evaluate, analyze, and plan for site geotechnical conditions that may impact construction of the petroleum pipeline relocations. Permitting • Washington State Department of Ecology (WSDOE) — NPDES Construction Stormwater General Permit and approval of possible SEPA amendment determination by City of Tukwila. • City of Tukwila - permits required by City code and after consultation with City staff, which may include permits for right-of-way use and grading. Additionally, depending on the scope of work, determine with City staff whether a SEPA amendment and/or additional Critical Areas Review is required to complete Olympic's work. Deliverable • Plans, Specifications & Estimates (PS&E) for the petroleum pipeline relocation, which will be utilized by OPL to procure the relocation's construction. Schedule (Tentative) • Survey, site reconnaissance, and potholing (if necessary) — 2nd & 3rd Quarters 2018. • Engineering design - 6 to 8 months; 2"d 3rd & 4'" Quarters 2018. • Permit package development & submittal — submittal date TBD. Exhibit A Page 2 of 2 Strander Boulevard Expansion Project Preliminary Engineering Agreement Exhibit B Engineering Cost Estimate Phase 3: Strander Boulevard Expansion Labor $189,400 Travel & Expense $5,000 Engineering 86 Survey $278,600 Permitting $25, 000 15% UAP $74,700 Overhead sub total $572,700 1o.00% $57,270 TOTAL* $630,000 NOTE: UAP based on actual expense and not generated from imbedded worksheet calculations * Rounded to nearest $100