CONTRACT 3306 Reimbursement Agreementa �
REIMBURSEMENT AGREEMENT
This Agreement made and entered into this 06 day of tryebru ar , 2004, by and between
EXXONMOBIL OIL CORPORATION ( "EMOC "), having a mailing address at 12851 East 166th
Street, Cerritos, California 90703, and CITY OF EL SEGUNDO, ( "CITY ") having a mailing
address at 350 Main Street, El Segundo, California 90245:
WITNESSETH
WHEREAS, EMOC owns, operates and maintains (1) 8 -inch Jet Fuel Pipeline ( "PIPELINE ")
located within a strip of land owned by Los Angeles County Transportation Authority, a public
agency, ( "MTA ") more specifically outlined in that certain document dated November 4, 1966 and
its subsequent amendments;
WHEREAS, CITY has been informed that EMOC owns and EXXONMOBIL PIPELINE
COMPANY (EMPCo) by virtue of a contractual obligation provides operational services for the
subject Pipeline; and
WHEREAS, CITY desires to install a roadway (Douglas Street) within said strip of land ('Project ")
that will involve the construction of an undercrossing the design of which is in conflict with
EMOC's affiliate, ExxonMobil Pipeline; and
WHEREAS, CITY has requested that EMOC reroute, adjust and/or take protective action on a
portion of the aforementioned Pipeline, as shown on Exhibit "A" attached hereto and made a part
hereof, to accommodate the installation of said roadway; and
WHEREAS, EMOC has agreed to provide such services to CITY as are necessary to reroute, adjust
and/or take protective action on said Pipeline; and
WHEREAS, CITY has agreed to reimburse EMOC for the actual costs and expenses including
overhead incurred in the reroute and/or adjustment of said Pipeline and its appurtenances; and
NOW, THEREFORE, for and in consideration of the mutual covenants and Agreements hereinafter
set forth, it is hereby agreed by and between EMOC and CITY as follows:
ADJUSTMENT OF PIPELINE: EMOC shall relocate the Pipeline as shown on the attached
Exhibit "A ". The work shall be done by EMOC and/or its contractors or affiliates, in a
workmanlike and expeditious manner in accordance with accepted industry practices and work
schedules, and using diligence to complete required adjustments. Upon completion of work as
outlined in this Agreement, EMOC shall provide to CITY copies of as -built drawings.
CITY further agrees that should MTA not retain underlying fee ownership of its property located
within the Douglas Street Project limits to reserve EMOC's rights within said roadway by reference
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in that specific instrument executed between CITY or its duly authorized representative(s) and
MTA. Said instrument shall include but not be limited to future parcel maps recorded for the area.
CITY agrees to provide to EMOC no less than sixty (60) days advance written notice of desired
start date of required construction activities specific to the relocation of subject Pipeline.
Furthermore, CITY agrees that failure to complete the required work in accordance with Project
schedules will not constitute a breach of this Agreement by EMOC and/or its affiliate and their
contractors, nor subject EMOC and/or its affiliate and their contractors to any liability or
responsibility for added expense to CITY so long as EMOC uses commercially reasonable efforts
to meet such schedule and provided that such failure to complete the work in accordance with the
Project schedule is due to matters beyond the reasonable control of EMOC and/or its affiliate and
their contractors.
PAYMENT BY CITY: CITY shall pay in advance to EMOC the estimated costs to be incurred
(inclusive of 20% overhead) for activities associated with the relocation of said Pipeline and its
appurtenances. Such costs are estimated to be seven hundred eighty five thousand three hundred
and seventy one dollars ($785,300). A copy of said estimate is attached hereto as Exhibit "B ".
Upon completion of the herein described work, EMOC shall submit to CITY within sixty (60) days
of Project completion an itemized statement outlining all costs associated with the Project including
supporting documentation. Should the actual cost to complete the required relocation of said
Pipeline and its appurtenances be less than the estimated cost, the difference shall be refunded to
CITY within ninety (90) days of receipt of the above mentioned statement showing actual costs.
Should the actual cost be greater than the estimated cost, CITY shall remit the difference to EMOC
within ninety (90) days of receipt of the above mentioned statement showing actual costs.
INGRESS AND EGRESS: City hereby grants EMOC, its affiliate and their contractors the
nonexclusive right of ingress and egress across all lands owned, leased or controlled by CITY as
may be reasonable or necessary for EMOC to adjust, inspect, cover, test, connect, operate and
maintain the subject Pipeline. Such ingress and egress shall be along routes as agreed by EMOC
and CITY. CITY further agrees to coordinate with EMOC and all third parties to provide ingress
and egress as reasonably necessary for said Project.
AUDIT: City shall have the right within three (3) years of Project completion date, to audit and
obtain copies of the books, records and accounts of EMOC relating to the statement and/or invoice
presented for payment at the completion of the work on this Project.
PROJECT COORDINATION: EMOC and CITY agree that EMPCo will solely coordinate
EMOC's construction activities with the CITY's General Contractor for the Project to relocate
EMOC's Pipeline at CITY's cost. EMOC will provide the City plans and specifications for the
relocation work so that CITY can include them in the Project's bid package. CITY's General
Contractor must use EMPCo for the relocation work. It is understood that with this arrangement,
EMPCo will have a contractual relationship with the CITY's General Contractor and not with the
CITY. It is further understood that upon awarding of the Project, City will coordinate with its
General Contractor and EMOC/EMPCo a contract outlining the contractual relationship between
the City's General Contractor and EMPCo. EMOC agrees that CITY's construction coordination
obligations will terminate upon EMOC's written acceptance of the relocation work.
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INDEMNIFICATION: With respect to the work contemplated by this Agreement, and until such
time as the portion of the referenced Douglas Street Project that lay within the subject property is
constructed (as contemplated herein) and dedicated to the city of El Segundo, CITY, its successors
and assigns, shall defend and indemnify EMOC, its successors and assigns, officers, directors,
Affiliated Entities (as defined below), employees, and agents from any and all claims or damages
that may occur, arising out of the active negligence or willful misconduct of CITY, its successors
and assigns, elected and appointed officials, officers, employees, agents, and/or contractors, in
connection with their construction of the roadways within the subject property. Further, EMOC
shall not be liable to CITY, its successors and assigns, elected and appointed officials, officers,
employees, agents, and/or contractors for any damages to the surface of the land, plants, grass,
shrubbery, trees, or any other improvements thereon resulting from or related to the work defined
herein, except that EMOC is liable and must defend and indemnify CITY, its successors and
assigns, elected and appointed officials, officers, employees, agents from any and all claims, costs,
or damages that may occur, arising either from (i) the activities of EMOC, its successors and
assigns, officers, directors, Affiliated Entities, employees, agents, and/or contractors under this
Agreement relating to the Pipeline other than 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; or (ii) spillage, release or discharge of petroleum products or other hazardous substance
from the pipelines, except to the extent such liabilities, claims, costs, spillage, release or discharge
is caused by or arises from the active negligence or willful misconduct of CITY, its assigns or
successors, elected or appointed officials, officers, employees or agents. If before the portion of
Douglas Street Project that lay within the subject property are constructed (as contemplated herein)
and dedicated to the City of El Segundo there is a full assignment of EMOC's rights and obligations
in this Agreement, EMOC shall no longer be liable under this INDEMNIFICATION provision.
EMOC agrees, however, that any such assignment will require the assignee to assume all of the
duties and obligations set forth in provision as EMOC's successor in interest.
An "Affiliated Entity" means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with such Person. For purposes of this
definition, the term "control" means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of any Person whether through the ownership
of voting securities or by contract or otherwise. For purposes of this definition, "Person" means an
individual, partnership, limited liability company, corporation, trust, estate, unincorporated
association, nominee, joint venture, or other entity
INDEPENDENT CONTRACTOR. CITY and EMOC agree that EMOC will act as an independent
contractor and will have control of all work and the manner in which it is performed. EMOC 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.
NO THIRD PARTY BENEFICIARY: It is expressly understood that the provisions of this
Agreement do not impart enforceable rights in anyone who is not a Party or a successor or assign of
a party hereto.
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JOINT EFFORTS: This Agreement was prepared with each of the parties having access to their
own legal counsel. Accordingly, the parties stipulate and agree that this Agreement shall be
deemed and considered for all purposes as prepared through the joint efforts of the Parties and shall
not be construed against one Party or the other as a result of the preparation, submittal or other
event of negotiation or drafting.
HEADINGS: The insertion of headings is for convenience only and shall not be used in or affect
the construction or interpretation of this Agreement.
ENTIRETY OF AGREEMENT: This Agreement constitutes the entire Agreement between the
parties hereto and no alterations of the terms and conditions of this Agreement shall be valid unless
in writing and signed by both of the parties hereto. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, their successors and assigns, except that no party to this
Agreement may assign any of its rights or obligations hereunder without the prior written consent
of the other party. In the event that construction of the Project has not commenced for a period of
two (2) years from the date of this Agreement, this Agreement shall become null and void.
INTERPRETATION. This Agreement 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.
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
city manager, or designee, may execute any such amendment on behalf of CITY.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first written above.
CITY OF EL SEGUNDO
EXXONMOBIL OIL CORPORATION
By. el C. Larkin
Attorney -in -Fact
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CONSTRUCTION AND ENGINEERING COST ESTIMATE v a
FOR THE 8" M -141 EXXONMOBIL PIPELINE AT THE DOUGLAS STREET GRADE SEPARATION
CITY OF EL SEGUNDO, CALIFORNIA
20,525
SUBTOTAL 67,800 578,600 646,400 646,400
Sales Tax and Freight on Purchased Mat'] - 11.75%
8,000
8,000 8,000
Contingency 20% 15,200 115,700 130,900 130,900
TOTAL PROJECT COST
NOTES:
91,000 694,300 785,300 785,300
1 The estimate covers the cost of the relocation of the 8" M -141 ExxonMobil pipeline at proposed Douglas St. gap closure/grade separation project via a
Horizontal Directional Drill (HDD) in the city of El Segundo, CA.
2 The length of the relocated pipe will be approximately 1,400 feet. Approximately 1280 ft of pipe will be used for the HDD portion while the tie ins will be
approximately 120 ft of pipe.
3 This estimate assumes that the pipe used for the HDD will be carbon steel, 8" OD, 0.322" WT, API 5L X -52 with a three -layer coating while the pipe used
for the lie ins will be carbon steel, 8" OD, 0.322" WT, API 5L X -52 with a FBE coating
4 Pipe bends will consist of 3 - 45 degree, 3R, .322 WT, API -51, X52, bare, 8" dia. ells and 2 - 90 degree, 3R, .322 WT, API -5L X52, bare, 8" dia. ells. The
ells will be coated by the contractor with a two part liquid epoxy.
2896 Douglas St HDD Construction Cost Est rev 2.xls
EXHIBIT T7$
Page 1 of 2
MATERIALS
LABOR
UNIT
SUB-
UNIT
SUB-
TOTALS
SUB -
DESCRIPTION
OTY UNIT
PRICE
TOTAL
PRICE
TOTAL
TOTALS
CONSTRUCTION MATERIALS & LABOR
8.625 ", 322 WT, X52, ERW w/3 -Layer FBE Coating
1,280 FT
16
20,480
300
384,000
404,480
8.625",219 WT, X52, ERW w/FBE Coating
120 FT
11
1,320
100
12,000
13,320
8" Ell, 90 Deg, 3R, 219 WT, X -52
2 EA.
150
300
0
300
8" Ell, 45 Deg, 3R, 219 WT, X -52
3 EA.
125
375
0
375
Girth Weld shrink sleeves
40 JOINTS
50
2,000
75
3,000
5,000
Hydrostatic Testing/Pipe Cleaning
2 TESTS
9,000
18,000
16,000
32,000
50,000
Pipeline Tie Ins
1 LOT
2,500
2,500
25,000
25,000
27,500
Cathodic Protection
1 LOT
2,500
2,500
2,500
2,500
5,000
Product Purge
3 DAYS
4,360
13,080
6,400
19,200
32,280
Abandonment/Removal of Pipeline Section at Douglas St.
200 FT
0
20
4,000
4,000
Abandonment /Removal of Remaining Pipeline
1,075 FT
0
20
21,500
21,500
Water Disposal
3,350 GAL
0.25
838
0
838
Radiographic Inspection
15 DAYS
150
2,250
500
7,500
9,750
574,343
ENGINEERING
Estimate Sent to ExxonMobil on 12 /5/2002
1 LOT
2,400
2,400
49,100
49,100
51,500
51,500
PIPELINE CONSTRUCTION MANAGEMENT
Construction Management Support (SPEC)
17 C DAYS
75
1,275
750
12,750
14,025
As- Built/Record Survey
5 DAYS
100
500
1,200
6,000
6,500
20,525
SUBTOTAL 67,800 578,600 646,400 646,400
Sales Tax and Freight on Purchased Mat'] - 11.75%
8,000
8,000 8,000
Contingency 20% 15,200 115,700 130,900 130,900
TOTAL PROJECT COST
NOTES:
91,000 694,300 785,300 785,300
1 The estimate covers the cost of the relocation of the 8" M -141 ExxonMobil pipeline at proposed Douglas St. gap closure/grade separation project via a
Horizontal Directional Drill (HDD) in the city of El Segundo, CA.
2 The length of the relocated pipe will be approximately 1,400 feet. Approximately 1280 ft of pipe will be used for the HDD portion while the tie ins will be
approximately 120 ft of pipe.
3 This estimate assumes that the pipe used for the HDD will be carbon steel, 8" OD, 0.322" WT, API 5L X -52 with a three -layer coating while the pipe used
for the lie ins will be carbon steel, 8" OD, 0.322" WT, API 5L X -52 with a FBE coating
4 Pipe bends will consist of 3 - 45 degree, 3R, .322 WT, API -51, X52, bare, 8" dia. ells and 2 - 90 degree, 3R, .322 WT, API -5L X52, bare, 8" dia. ells. The
ells will be coated by the contractor with a two part liquid epoxy.
2896 Douglas St HDD Construction Cost Est rev 2.xls
EXHIBIT T7$
Page 1 of 2
3306
CONSTRUCTION AND ENGINEERING COST ESTIMATE
FOR THE 8" M -141 EXXONMOBIL PIPELINE AT THE DOUGLAS STREET GRADE SEPARATION
CITY OF EL SEGUNDO, CALIFORNIA
5 This estimate assumes that each girth weld will be coated with the appropriate heat shrink sleeves for directionally drilled applications that can be applied
in the field.
6 It is assumed in this estimate that the M -141 pipeline has existing induced current cathodic protection. Funds are provided for the installation of new test
stations for this relocation.
It is Assumed that the abandonment of the pipeline wiit be done in two phases, The first phase will require that the 2W feet of pipelite that is within the
Dotmglas St R W Ire reproved by the tuntraalor and the Ternaimag piles be capped and Blied with uitrogcn. The s econd phase will require that the remainin;
abandoned pipe be removed as directed be I?xxnnMobiI by tttc contractor and the contractor coordisiate with file appropriale parties or agc nciese
8 A hydrostatic tests will be performed on the pipe string at 90% of SMYS before it is installed and pulled through the hole excavated by the HDD. Once the
string is pulled through the spools will be a comrccted to the string and the section with the pipe string and spools will be hydrostatically tested at 90% of
SMYS. The tie -in welds of the section of the prefabricated spools and pipe string will then be radiographically inspected.
9 Disposal of all hydrostatic test water to be sent to the County Sanitation District at cost of $0.25 a gal.
10 It is assumed that a slurry backfill will be used for both the open cut installation of the new pipeline and the abandonment of the old pipeline so that a 95%
compaction can be obtained.
Estimate assumes that engtneefi tg and design will include control survey and photogra,metric mapping, substructure research and compilation, alignment
sheet preparation, horizontal directional drilled crossing design, traffic control planning of any is required and miscellarlcous detail dcstgn,
12 Construction management is based on an estimated 3 -week construction schedule with a 24 hr, 7 day work week during horizontal directional drilling.
13 Total project estimate does not include cost associated with CEQA environmental, permitting, ExxonMobil real estate costs, ROW fees, Permit fees,
agency construction inspection fees, ExxonMobil engineering/tnanagement, or construction inspection/management costs.
14 Estimate has not included any allowances for the treatment or disposal of contaminated soil during circulation of the cuttings by the HDD or trench
excavation along the proposed relocation.
15 Estimate assumes that the product purge from the Rosecrans- Aviation Blvd gate valve at Sta 491+46.6 to Sta 217 +55.03 with a volume of 1815 BBL's will
be displaced with nitrogen at a rate of 2 ft/sec. The 11W tap the line, displace the product with nitrogen, purge the nitrogen from the line once de ins are
'
done will be $32,000. This includes a crew and equiptnrnt 'raid M
jk1brA,,q3 w5 mid Envent's cost of $13,000.
2896 Douglas St HDD Construction Cost Est rev 2.xls Page 2 of 2
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