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CONTRACT 3135 Reimbursement AgreementL` Shell Pipeline Company LP 20945 S. Wilmington Avenue Carson, CA 90810 -1039 Phone 310 - 816 -2056 Fax 3101816 -2235 February 26, 2003 REIMBURSEMENT AGREEMENT FOR PIPELINE RELOCATION DOUGLAS ST. GAP CLOSURE, INTERMODAL TRANSIT CENTER & RAILROAD GRADE SEPARATION PROJECT By letter dated July 24, 2002, the City of El Segundo ("CITY") notified SHELL of its plans to extend Douglas Street, north of Rosecrans Avenue to Alaska Avenue, by means of constructing a grade separation structure at the Metro Green Line Station and Burlington Santa Fe Railroad tracks. The Project will necessitate the relocation of two petroleum pipelines owned by SHELL as shown on CITY's 100% design plan drawing nos. U -2 and U -3 attached hereto collectively as Exhibit "A ". SHELL is prepared to relocate these pipelines subject to the following: As hereinafter provided, CITY hereby shall pay SHELL, the actual cost of all materials, inspection, oversight necessary to complete the relocation, including but not limited to contract labor, inspection, company labor, vehicles and other equipment, materials (at replacement cost), plus a fee equivalent to 20% of the direct costs incurred by SHELL for completing the work for general office administration and other indirect costs ("administrative overhead'. The estimated cost of the Project is $500,000.00 as indicated on the "Estimate of Construction Cost" attached hereto as Exhibit "B ". 2. SHELL will use its best efforts to commence the work and complete it within 60 days of receipt of a signed copy of this letter, final construction drawings showing a new pipeline alignment acceptable to SHELL, along with acceptable easement or franchise rights, as applicable. CITY shall acquire or provide said rights as needed, in advance of construction, at City's sole expense. Any new easements acquired by CITY on SHELL's behalf shall be on an easement form provided by or approved by SHELL in advance. 3. CITY's acceptance of this letter agreement will evidence CITY's concurrence in 's employing a qualified pipeline contractor of its choice on a force account or bid basis for the work. 4. Within a reasonable period of time after 's work is completed, SHELL will furnish CITY with an itemized statement of 's actual cost and CITY shall pay SHELL the full amount within 60 days of receipt of said invoice. sae/ .1 :,.b F•F 5. SHELL will provide CITY with as -built drawings within 90 days of completion of said Project. 6. INDEPENDENT CONTRACTOR. CITY and SHELL agree that SHELL will act as an independent contractor and SHELL will have control of all work and the manner in which it is performed. SHELL 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 Agreement that may appear to give CITY the right to direct SHELL as to the details of doing the work or to exercise a measure of control over the work means that SHELL will follow the direction of the CITY as to end results of the work only. 7. AUDIT OF RECORDS. SHELL agrees that CITY, or its designee, has the right to review, obtain, and copy all records pertaining to the performance of this Agreement. SHELL agrees to provide CITY, or 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. SHELL further agrees to maintain such records for a period of three (3) years following final payment under this Agreement. SHELL will keep all books, records and accounts and documents pertaining to this Agreement separate from other activities unrelated to this Agreement INDEMNIFICATION CITY agrees to indemnify and hold SHELL, 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 its property or rights of way, save and except claims or litigation arising through the alleged negligence or wilful misconduct of SHELL or SHELL's use of CITY property or rights of way. CITY agrees that SHELL 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 SHELL will be liable and must indemnify CITY from and against any liabilities, claims, and costs resulting either from the activities of SHELL employees, agents or contractors or from spillage, release or discharge of petroleum products or other hazardous substance from the pipelines. 9 3i -z)• . ,, INSURANCE. Before commencing performance under this Agreement, and at all other times this Agreement is effective, SHELL will procure and maintain the following types of insurance with coverage 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 o 88 aThe amount of insurance set for reuirements of O -CGL Form No. CG 00 01 1185 th above will b 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 Shell under said insurance coverage, and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY 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 01 06 92, including symbol 1 (Any Auto). SHELL will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement or endorsements as required herein as may be reasonably 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. SHELL 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. SHELL reserves the option to self - assume any insurance obligations under this contract. The election to self- assume these insurance options does not broaden or in any way change SHELL's responsibilities under the contract. Should SHELL, for any reason, uch coverage obtain SHELL maintain pense nd aedu the by ost of Agreement, CITY may obtain such insurance from payments due to SHELL under this Agreement or terminate. 10. INTERPRETATION. This Agreement was drafted in, and will be construed 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. 11. 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 by written behalf of CIT amendment- CITY's city manager, or designee, may execute any such AGREED TO AND ACCEPTED THIS 18th DAY OF March , 2003. SHELL PIPELINE COMPANY LP • CITY OF EL SEG NDO By: - ty Manager ATTEST _ ___ ' athy Du nn, Deputy City Clerk C NOTES GENERAL NOTES QI EXIST UTILITY POLE AND ASSOC WIRING TO 1, JOINT TRENCH PROVIDED FOR BE RELOCATED BY OTHERS (TYP OF 4). ELECTRICAL AND TELECOM UTILITIES. (2 ) EXIST TEL VAULT TO BE RELOCATED 2. SEE SHEETS U -4 & 5 FOR TYPICAL SECTIONS. BY OTHERS. 3. HORIZONTAL ALIGNMENT FOR 16' PACIFIC PIPE LINE OIL, Q3 EXIST ELECT VAULT TO BE RELOCATED 8' & 10' SHELL OIL; & 8' EXXON -MOBIL JET FULL BY OTHERS. LINES ARE FOR INFORMATION ONLY. SEE INSTALLATION DRAWINGS FOR ACTUAL HORIZONTAL AND VERTICAL ALIGNMENT. 4Q EXIST TELEPHONE TO RELOCATED BY OTHERS. 4. GAS SERVICE LOCATION TO BE RELOCATED BY THE GAS COMPANY. SEE INSTALLATION DRAWINGS FOR ADDITIONAL INFORMATION. Q5 EXIST ELECTRICAL TO BE RELOCATED,! BY OTHERS. rW -a,"& 10 SHELL' STATION L I NE f EPRE� AITATES /v' CENTER LANE BETWEET S" AND 10'-PIPES'JO BE INSTALLED ONE F061 .,OAF -.,PTO RIGHT AND LEFT W •,• l _ i� „r a SD r DO ••+Ae. •.� _ - A •• t � f \ S D vG` ••� \ • e , S t v F i N \cam 4 Q` 1 i �41r 0 20 40 60 J Q I' 20 NOT FOR CONSTRUCTION CONTRACT N0. 999.899-899 CITY OF EL SEGUNDO DOUGLAS STREET GAP CLOSURE DRAWING NO. C A 1_ i Pl 0 FW fV I oalb,. PRIVATE REV. I SHEET N9, APPROVED: UTILITY RELOCATIONS fe 9GlE STA 18 •60 TO STA 21-36 1 ' =20+ m V) 0i —0 EXIST TRANSMISSION 'TOWERS C.D Go � �Z I c '�' _� s /' .R�y�� ,ty,p Lr; A� tp IRAN lolA so ilo FP 7_ / N eA, U\ VF ... will. *a ON O R/W DESCR I PT I m ro . so\ 7" ti pDESIGNED 13Y m C. PARIMNS FOP 100 wdst woomt st�t DAM By K C. 10 j C.. it —I. 9112. CHECKED -iy– —J. c - , I 00Y. 46241 440-GIOU APPA&ED ay P. T. 03-03-03 DATE CURVE DATA CURVE RADIUS Q LENGTH TANGENT OA 353. 22' 40° 31 ' 18' 248.97' 130.39' OB 364.00' 1 3° 55' 43" 88.2 1 ' 44.46' "�f X'1 NMENT. COMPANY. �� i j•" T I ON. / i �.• / v� R/W ' �• '� .:� \ L•�/ //® 9J ROADWAY EASEMENT • j/ j� FP \ / •� / 20' WIDE SLIDING CATE / J •oo / 25�����\ �•_•� , . PC SON all 10" SHELL 01 /� ;/ •'� 20 �0� IN 10 FT EASE ENS .', •• \\ A,0 ♦n� •• ° , DR I VE I FENCE R0 R Y IN HEADIN P KIN @ NC 10' WIDE EME GEN \\ USE GATE Hl \F "1 1L 0 0 4 1 60 ,. _ NOT FOR CONS CGNfRACT NO. 999-999 -999 CITY OF EL SEGUNDO DOUGLAS STREET OAP CLOSURE CRANING W. U -2 O F? IV I A- PRIVATE REV. WET NG. APPROVED: UTILITY RELOCATIONS SCALE STA 13 +00 TO STA 18 +50 1' =20' Cltl ENGINEER GArE GENERAL NOTES NOTES I. JOINT TRENCH PROVIDED FOR OI EXIST UTILITY POLE AND ASSOC WIRING TO ELECTRICAL AND TELECOM UTILITIES. BE RELOCATED BY OTHERS (TYP OF 4). 2. SEE SHEETS U -4 & 5 FOR TYPICAL SECTIONS. �2 EXIST TEL VAULT TO BE RELOCATED 3. HORIZONTAL ALIGNMENT FOR 16" PACIFIC PIPE LINE BY OTHERS. 8" & 10' SHELL OILS & 8" EXXON -MOBIL JET FULL �3 EXIST ELECT VAULT TO BE RELOCATED LINES ARE FOR INFORMATION ONLY. SEE INSTALLAT BY OTHERS. DRAWINGS FOR ACTUAL HORIZONTAL AND VERTICAL AL �4 EXIST TELEPHONE TO RELOCATED BY 4. GAS SERVICE LOCATION TO BE RELOCATED BY THE G/ OTHERS. SEE INSTALLATION DRAWINGS FOR ADDITIONAL INFOF (3 ) EXIST ELECTRICAL TO BE RELOCATED BY OTHERS. © "OL 8 & 10 SHELL' STATION LINE REPRESENTATES CENTER LINE BETWEET 8' AND 10" PIPES TO BE INSTALLED ONE FOOT OFF TO RIGHT AND LEFT J Go 11 Q V) U J .. / Q J �L —Co ., iD W — of i ', • / ' W _j IL M / W o / – w Nn Ln '016' all LINE S D rn F --� i / �—FP - -- /. p / �Pi 4 VD`pC QO < /,.. ° A A CD L o / � W W �— W NJT -- w w1T/ .� z •��,. _E -E m �•'� ma U / / nI �" • w N�k■ O y LINE 'JT" 00 "0 '52'W J u �� Qo � Ln \o /.. lb + N X v _j / at. DESIGNED BY M c. 0 r�' J q t^ I 00%r, 03 -03 -03 PARSONS Ioo rrar walmr strrr fit0 F lOOf � PmwoenG. cmvarma ell:. Iezal . +o -aloe DRAWN By K. G. CHECKED By J. C. APPRDVED BY P. T. DALE DESCRIPTION BY APP. MACT ENGINEER DATE ESTIMATE ESTIMATE OF CONSTRUCTION COST w a o- PROJECT: Douglas Street Relocation of 10" Ventura Crude & 8" LAX Products IESTNO. 1 AFE0 P.02134 P.02135 PREPARE[ BY: Vince Eccleston DATE: 02/20 /03 SHEET I OF I NO. CAPITAL EXPENSE TOTAL ITEM REQD UNITS DESCRIPTION s / uNrr Fx EMON $1 UHIt MIVMN COST MATERIAL 1 560 lin. ft. 10.75 "O.D. x .365" Wall X-42 Coated with Pritec 15 8400 8400 2 560 lin. ft. 8.625 "O.D. x.322" Wall X-42 Coated with Pritec 12 6720 6720 3 5 each 1015"O.D. Std Wall Grd B 45 311 elbow 500 2500 2500 4 5 each 8.625 "O.D. Std Wall Grd B 45 3R elbow 250 1250 1250 5 1 lot FIELD COATING 5000 5000 5000 6 800 lin. ft. WARNING MESH 1 800 800 7 1 lot MISC. FITTINGS 3000 3000 3000 TOTAL MATERIAL 26580 LABOR 1 520 lin. ft. Labor to fabricate 8" 165 85800 85800 2 520 lin. ft. Labor to fabricate 10" 245 127400 127400 3 2 lot X -ray 6000 12000 12000 4 2 lot Hydrotest 3rd party witness 2000 4000 4000 5 30 days Inspector w/ vehicle 600 18000 18000 6 1 lot Line drain/ purge 10" 15000 15000 15000 7 1 lot Line drain/ purge 8" 15000 15000 15000 8 1 lot Engineering 20000 20000 20000 9 1 lot Drafting/ Surveying 10000 10000 10000 10 440 lin. ft. Remove /Dispose old 8" pipe 60 26400 26400 11 440 lin. ft. Remove/Dispose old 10" pipe 60 26400 26400 TOTAL LABOR 360000 ENTER CAPITAL CONTINGENCY % 1 0.00% ENTER EXPENSE CONTINGENCY % 10.00% 33487 ADmmsTRATION ovERHEAD 20.00% 72254 TOTAL CAPITAL TOTAL EXPENSE 493,411 TOTAL CAPITAL ROUNDED TO TOTAL EXPENSE ROUNDED TO 493,000 GRAND TOTAL $03,000 SAY $500,000 Douglas St Reloc 2003 Est. 1 of 1 2/20/2003