CONTRACT 3497 Reimbursement Agreement CLOSED3497
CRIMSON CALIFORNIA PIPELINE L.P.
2459 Redondo Avenue
Long Beach, CA 90806
June 28, 2005
City of El Segundo
Public Works Department
Steven Finton, P.E.
350 Main Street
El Segundo, CA 90245 -3813
Dear Steven:
REIMBUREMENT AGREEMENT FOR PIPELINE RELOCATION
DOUGLAS STREET GAP CLOSURE, INTERMODAL TRANSIT CENTER &
RAILROAD GRADE SEPARATION PROJECT
Crimson California Pipeline L.P. ( "Crimson ") is prepared to relocate its Ventura 10 -inch
crude oil pipeline (the "Pipeline ") subject to the following:
1. Crimson will coordinate its design and construction activities with Shell
Pipeline Company L.P. ( "Shell ") to assure that the relocation of Crimson's
pipeline occurs concurrently with the relocation of Shell's pipeline.
2. The City of El Segundo ( "CITY ") will deposit with Crimson the amount of
$300,000 which is the estimated cost of the proposed relocation of Crimson's
pipeline. CITY will be responsible for all of Crimson's construction costs
including but not limited to contract labor, vehicles and other equipment,
materials (at replacement cost), plus a fee equivalent to 20% of the direct costs
incurred by Crimson for completing the work for general office administration
and other indirect costs ( "administrative overhead "). The estimated cost of
the project is $300,000 as indicated on the "Estimate of Construction Cost"
attached hereto as Exhibit "A ".
3. CITY shall acquire or provide Crimson with an easement or franchise rights
for the relocated Crimson Pipeline as needed, in advance of construction, at
CITY's sole expense. Any new easements acquired or franchises granted by
CITY on Crimson's behalf shall be on forms provided by or approved by
Crimson in advance. Crimson's contact for approval of easement or franchise
forms is: Terri Kenney (Phone 303 -534 -7716; email
tkenneyCai!crimsonnn.com).
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4. Crimson will use commercially reasonable efforts to commence the work and
complete it within 60 days of receipt of all of the following: (a) a signed copy
of this letter Agreement; (b) a signed copy of the Agreement between the
CITY and Shell; (c) final construction drawings showing a new pipeline
alignment acceptable to Crimson; (d) an acceptable easement or franchise
rights, as indicated in Item 3 above; and (e) the deposit of funds into
Crimson's designated bank account as indicated in Item 2 above.
5. CITY's acceptance of this letter agreement will evidence CITY's concurrence
in Crimson employing a qualified pipeline contractor of its choice on a force
account or bid basis for the work.
6. Within a reasonable period of time after Crimson's work is completed,
Crimson will furnish CITY with an itemized statement of Crimson's actual
costs and Crimson shall reimburse CITY for any overpayment by CITY, or
CITY shall pay Crimson for any excess cost above the amount previously paid
to Crimson within 60 days of receipt of said invoice.
7. Crimson will provide CITY with as -built drawings within 90 days of
completion of said project.
8. INDEPENDENT CONTRACTOR
CITY and Crimson agree that Crimson will act as an independent contractor
and Crimson will have control of all work and the manner in which it is
performed. Crimson 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 Letter Agreement that may
appear to give CITY the rights to direct Crimson as to the details of doing the
work or to exercise a measure of control over the work means that Crimson
will follow the direction of the CITY as to the end results of the work only.
AUDIT OF RECORDS
Crimson agrees that CITY, or its designee, has th right to review, obtain and
copy all records pertaining to the performance of this Letter Agreement.
Crimson agrees to provide CITY, or its designee, with any relevant
information requested, and will permit CITY, or designee, access to its
premises, upon reasonable notice, during normal business hours for the
purpose of interviewing employees and inspecting and copying such books,
records, accounts, and other material that may be relevant to a matter under
investigation for the purpose of determining compliance with this Agreement.
Crimson further agrees to maintain such records for a period of three (3) years
following final payment under this Agreement. Crimson will keep all books,
records, and accounts and documents pertaining to this Agreement separate
from other activities unrelated to this Agreement.
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INDEMNIFICATION
CITY agrees to indemnify and hold Crimson, its employees, agents, and
independent contractors, free and harmless from any liability whatsoever,
based or asserted upon any act or omission of CITY, its officers, agents and
independent contractors of any kind or nature relating to or arising from the
construction of the Douglas Street Undercrossing Project within CITY's its
property or rights of way, save and except claims or litigation arising through
the alleged negligence or willful misconduct of Crimson or Crimson's use of
CITY property or rights of way.
CITY agrees that Crimson will not be liable for any damage to the surface of
the land, plants, grass, shrubbery, trees or any other improvements resulting
from or relating to the work defined in this agreement, except that Crimson
will be liable and must indemnify CITY from and against any liabilities,
claims, and costs resulting either from the activities of Crimson's employees,
agents or contractors or from spillage, release, or discharge of petroleum
products or other hazardous substances from Crimson's pipeline.
INSURANCE
Before commencing performance under this Agreement, and at all other times
this Agreement is effective, Crimson will procure and maintain the following
types of insurance coverage with limits complying, at a minimum, with the
limits set forth below.
Type of Insurance Limits (combined single)
Commercial general liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
Commercial general liability insurance must meet or exceed the requirements
of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set
forth above will be a combined single limit per occurrence for bodily injury,
personal injury, and property damage for the policy coverage. Liability
policies will be endorsed to name CITY, its officials and employees as
"additional insureds ", but only to the extent of the liabilities assumed
hereunder by Crimson under said insurance coverage, and to state that such
insurance will be deemed "primary" such that any other insurance that may be
carried by CTIY will be excess thereto. Such insurance must be on an
"occurrence ", not a "claims made" basis and will not be cancelable or subject
to reduction except upon thirty (30) days prior written notice to CITY.
Automobile coverage will be comparable to an ISO Business Auto Coverage
Form CA 00 0106 92, including symbol 1 (Any Auto).
Crimson will furnish to CITY duly authenticated Certificates oif Insurance
evidencing maintenance of the insurance required under this Agreement or
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endorsements as required herein as may be reasonable required by CITY from
time to time. Insurance must be placed with insurers with a current A.M. Best
Company Rating equivalent to at least a rating of "A:VII ". Certificate(s) must
reflect that the insurer will provide thirty (30) day notice of any cancellation
of coverage. Crimson will require its insurer to modify such certificates to
delete any exculpatory wording stating that failure of the insurer to mail
written notice of cancellation imposes no obligation, and to delete the word
"endeavor" with regard to any notice provisions. Crimson reserves the option
to self - assume any insurance obligations under this Agreement. The election
to self - assume these insurance options does not broaden or in any way change
Crimson's responsibilities under this Agreement.
Should Crimson, for any reason, fail to obtain or maintain the insurance
required by this Agreement, CITY may obtain such coverage at Crimson's
expense and deduct the cost of such insurance from payments due to Crimson
under this Agreement or terminate
12. INTERPRETATION
This Agreement was drafted in, and will be constructed 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.
13. 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 manager, or designee, may execute any such
amendment on behalf of CITY.
AGREED TO AND ACCEPTED THIS Za DAY OF 2005.
CRIMSON CALIFORNIA PIPELINE L.P.
Title: I Ps-06PWW
CITY OF EL SEGUNDO
W 'A
FZr/r,,;p r��
/G Cr
ESTIMATE
FSTIMOTF OF CONSTRUCTION COST
34j7 '
PROJECT: Douglas Street Relocation of 10" Ventura Crude - Crimson Pipeline EST NO. 1
AFE#
PREPARE[ BY:
Larry Alexander
DATE: 6/27/05
SHEET I OF I
NO.
CAPITAL
EXPENSE
TOTAL
ITEM
REQ'D
UNITS
DESCRIPTION
S UNIT EXTENSION
SiUNrr EXTENSION
COST
MATERIAL
1
560
lin. Ft.
10.75 "O.D. x .365" Wall X -42 Coated with Pritec
19
10640
10640
2
3
5
ea
10.75 "O.D. Std Wall Grd B 45 3R elbow
500
2500
2500
4
5
1
lot
FIELD COATING
2500
2500
2500
6
800
tin. Ft.
WARNING MESH
1
800
800
7
1
lot
MISC. FITTINGS
2000
2000
2000
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
TOTAL MATERIAL
18440
LABOR
520
lin. Ft.
Labor to fabricate 10"
245
127400
127400
1
lot
X -ray
6000
6000
6000
1
lot
Hydrotest 3rd party
2000
2000
2000
30
days
Inspector w/ vehicle
600
18000
18000
1
lot
Line drain 10"
15000
15000
15000
1
lot
Engineering
15000
15000
15000
1
lot
Drafting,'
5000
5000
5000
440
lin. Ft.
Remove /Dispose old 10" pipe
60
26400
26400
TOTAL LABOR
214800
ENTER CAPITAL CONTINGENCY %
10.00%
ENTER EXPENSE CONTINGENCY %
10.00%
20684
ADMINISTRATION OVERHEAD
20.00%
41368
TOTAL CAPITAL
TOTAL EXPENSE
295,292
TOTAL CAPITAL ROUNDED TO
TOTAL EXPENSE ROUNDED TO
295,000
GRAND TOTAL
$295,000
SAY
$300,000
Douglas St Relocation Estimate_.xls 1 of 1 2/21/03