HomeMy WebLinkAboutReso 10-21 Approving the Reimbursement Agreement with SFPP L.P. for Pipeline Relocation for the Scarlett Drive Extension ProjectReso. No. 10-21, Item 4.9, Adopted 02/02/2021 Page 1 of 2
RESOLUTION NO. 10 - 21
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING THE REIMBURSEMENT AGREEMENT WITH SFPP L.P. FOR PIPELINE
RELOCATION FOR THE SCARLETT DRIVE EXTENSION PROJECT
WHEREAS, on March 6, 2007 and June 5, 2007, the City Council adopted Resolution
Numbers 29-07 and 82-07, respectively, adopting the Mitigated Negative Declaration and
approving the right-of-way alignment for Scarlett Drive/Iron Horse Trail Extension; and
WHEREAS, on November 19, 2013, the City Council adopted Ordinance No. 08-13
approving a Development Agreement between the City and Dublin Crossing Venture LLC relating
to the Dublin Crossing project; and
WHEREAS, on March 25, 2014, the Planning Commission adopted Resolution No. 14-14
approving Vesting Tentative Map 8150 for the Boulevard (formerly Dublin Crossing) project to
subdivide 189 acres into five master parcels to coincide with the five phases of development; and
WHEREAS, Vesting Tentative Map condition of approval numbers 56, and 64 through 70
require the developer to construct all street, trail, and utility improvements and offer for dedication
to the City the public right-of-way for Scarlett Drive and the Iron Horse Trail between Dublin
Boulevard and Dougherty Road, as outlined in the Exhibit I of the Development Agreement; and
WHEREAS, SFPP L.P. has an existing 10-inch petroleum products pipeline located within
the approved alignment of the Scarlett Drive/Iron Horse Trail Extension Project (“Project”); and
WHEREAS, the City and SFPP L.P. desire to enter into a Reimbursement Agreement,
attached hereto as Exhibit A, for the cost of the relocation and lowering of the existing pipeline to
accommodate the street, trail, and utility improvements for the Project.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin approves
the Reimbursement Agreement.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
Reimbursement Agreement, attached hereto as Exhibit A, and make any necessary, non-
substantive changes to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 2nd day of February 2021, by the following
vote:
AYES: Councilmembers Hu, Josey, Kumagai, McCorriston and Mayor Hernandez
NOES:
ABSENT:
ABSTAIN:
Reso. No. 10-21, Item 4.9, Adopted 02/02/2021 Page 2 of 2
______________________________
Mayor
ATTEST:
_______________________________
City Clerk
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Reimbursement Agreement
THIS REIMBURSEMENT AGREEMENT (“Agreement”) is made and entered into as of
this ______ day of ___________, 202__, by and between SFPP L.P., a Delaware limited liability
company (“SFPP”), with an office at 1001 Louisiana Street, Houston, TX 77002, and the City of
Dublin (“City”) whose address is: 100 Civic Plaza, Dublin, CA.
WHEREAS, the City is proposing to construct and improve Scarlett Drive, hereinafter
referred to as the “Project,” which will necessitate relocating and lowering a portion of the existing
LS-16 10 inch petroleum products pipeline (“KM Facility”), which is owned and operated by SFPP.
WHEREAS, the City and SFPP agree that the Project would best be facilitated and both
parties would best be served by SFPP relocating and lowering a segment of its KM Facility as
described herein to allow for the construction of the Project.
WHEREAS, the City has agreed to reimburse SFPP for a specific portion of the total cost
of such relocation, as described herein.
NOW THEREFORE, for and in consideration of the premises and the mutual benefits to all
parties, and intending hereby to be legally bound, it is understood and agreed as follows:
1.SFPP will relocate and lower specific segments of its existing KM Facility to accommodate
the proposed Project in a manner that will be sufficient for both SFPP and the City, as
depicted in in the drawing attached hereto as Exhibit A, all hereinafter referred to as the
“Work.” The City has agreed that it shall obtain all necessary City, County, and State
Environmental Permitting required for SFPP to perform the Work described herein.
2.City shall pay SFPP the actual costs and expenses incurred by SFPP to perform the Work
as shown in Exhibit “B-1” less actual costs and expenses incurred by SFPP to perform the
work described in Exhibit “B-2” (the difference being the “Reimbursement Expenses”).
Such Reimbursement Expenses, as indicated in Exhibits “B-1” and “B-2,” include allocable
overheads, taxes, including a tax gross-up amount, and fees incurred by SFPP.
3.City shall prepay SFPP an estimate of the Reimbursement Expenses to be incurred by
SFPP of $738,000 (“Estimated Amount”), as described in Exhibit B-1” and “B-2” attached
hereto. Such Estimated Amount is a budgetary estimate only, and neither it nor any of
the other estimated cost figures herein shall in any way constitute a limit upon the amount
of the total actual cost of the Work, including overheads and taxes, incurred by SFPP, for
which City shall be liable to pay hereunder. Such cost estimate is based on the costs of
materials and labor current at the time of preparation of the estimate, and is subject to
revision by and at the discretion of SFPP to reflect any changes in such cost that may
occur prior to the completion of the Work. Such cost estimate makes no provision of
encountering unforeseen rock, water, bad weather, or any other unforeseen contingencies
in connection with the Work and such contingencies will be included and accounted for in
the total actual cost of the Work, for which City agrees to reimburse SFPP in full.
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4. Upon full execution of this Agreement, City shall pay SFPP the Estimated Amount. SFPP
shall be under no obligation to commence any activities relative to the Work until City has
paid SFPP the Estimated Amount and all authorizations and permits, if any, necessary to
complete the Work have been received. Upon receipt of the Estimated Amount, SFPP will
make arrangements to begin the Work as soon thereafter as reasonably possible. All
payments due hereunder shall be in the form either of a check or a wire transfer.
5. As promptly as reasonably possible, but no sooner than ninety (90) days followi ng
completion of the Work, SFPP shall provide City an accounting for any variance between
the Estimated Amount and the total Reimbursement Expenses (“Final Accounting”);
provided, however, that City shall be obligated to pay SFPP for the total Reimbursement
Expenses regardless of whether the Reimbursement Expenses are more or less than the
Estimated Amount. SFPP will provide a final invoice to City within thirty (30) days after the
Final Accounting, which may indicate that either party owes the other for the difference
between the Estimated amount and the Reimbursement Expenses. Should either party
fail to make the payment of such invoice within (60) days after the City’s receipt of the
Final Accounting, the other party shall be entitled to collect the amount of said invoice
together with interest at a rate equal to the then-applicable Federal Energy Regulatory
Commission (“FERC”) refund interest rate as specified in Section 154.501(d) of FERC’s
regulations. Such interest shall accrue on unpaid amounts, including on unpaid interest,
compounded monthly, beginning on the payment due date of SFPP’s invoice to City and
terminating when such invoice is paid.
6. City agrees to perform the Project in accordance with the drawings for the Project as
provided to SFPP and in effect on the date this Agreement is executed. Neither party shall
make any changes to the Project where the KM Facility is involved without prior written
notification to the other party. If changes to the Project affect the KM Facility such that
additional adjustments are necessary within SFPP’s currently existing right of way or
otherwise affect the property interests of SFPP, then SFPP will make said adjustments at
the expense of City.
7. SFPP will keep all cost records pertaining to the Work in order to have them readily
available for City to audit, should it desire to do so. City has the right to audit the records
during the regular office hours of SFPP for a period of two years from the date the Work
is completed.
8. SFPP and City acknowledge and agree that nothing in this Agreement shall operate or be
construed as a representation or guarantee that the activities of SFPP shall result in the
Work being successful or completed, or that such activities will be completed by any
specific or anticipated date, and SFPP shall have no liability whatsoever to City for the
failure to complete the Work, provided however, while recognizing this is an
accommodation without financial incentive to SFPP, SFPP will undertake the Work in its
normal course of business. Notwithstanding anything to the contrary in the foregoing,
should the Work not be successful or completed the City shall not be obligated to pay the
Reimbursement Expenses and SFPP shall be obligated to return the Estimated Amount.
The Work undertaken by SFPP herein shall be provided with NO WARRANTY, EXPRESS
OR IMPLIED, AS IS, WHERE IS, WITH ALL FAULTS, AND SFPP DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO ITS ACTIVITIES
OR ANY MATTER HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR
PURPOSE, OR CONFORMANCE TO MODELS OR SAMPLES OF MATERIAL. In no
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event shall SFPP be liable to City with respect to SFPP’s Work or for any losses, costs,
liabilities, obligations, or damages arising out of or in connection with such Work, whether
arising in contract, tort, (including, but not limited to, negligence or strict liability) or
otherwise. IT IS SPECIFICALLY AGREED THAT SFPP SHALL HAVE NO OBLIGATION
WHATSOEVER FOR, AND CITY EXPRESSLY WAIVES, ANY LOST PROFITS,
CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES,
INCLUDING, WITHOUT LIMITATION, DELAY DAMAGES WITH RESPECT TO THE
WORK, OR THIS AGREEMENT, REGARDLESS OF HOW CAUSED.
9. By granting its consent to the Project in conjunction with the performance of the Work, it
is understood that SFPP does not assume any additional responsibility for the protection,
operation, and maintenance of its KM Facility because of the Project. In consideration of
such consent, City agrees to protect, indemnify, and hold harmless SFPP, its officers,
employees, representatives, agents, contractors, and subcontractors from and against
any and all claims, demands, actions, expenses (including court costs and attorneys’
fees), losses, damages, causes of action, and liability whether with respect to the parties
hereto or third parties, for damage to property or injury to or death of persons arising out
of or in connection with the performance of either the Work or the Project, except to the
extent said claims, demands, actions, expenses, losses, damages, causes of action, and
liabilities are caused by the negligence or willful misconduct of SFPP or its employees or
contractors.
10. City shall cause those undertaking to complete the Project to carry, and cause their
contractors and subcontractors to carry, at their own expense, in reliable insurance
companies satisfactory to SFPP, insurance to cover its obligations and liabilities under this
Agreement, including, but not limited to Worker’s Compensation Insurance with
Employer’s Liability coverage, General Liability Insurance with Contractual Liability and
Pollution Liability coverage, and Automobile Liability Insurance. City further agrees that it
shall cause Dublin Crossing LLC, and those undertaking to complete the Project and their
contractors and subcontractors to include SFPP as an additional insured (except Workers’
Compensation) and to waive the insurer’s rights of subrogation under all policies of
insurance that are intended to cover any liabilities, expenses, losses, claims, costs
(including attorneys’ fees), suits, and causes of action incurred hereunder.
11. This Agreement shall be effective as of the date first written above upon execution by both
Parties hereto and shall remain in full force and effect thereafter until the date that the
Parties’ rights and obligations under Sections 1-5 of this Agreement, including the right to
payment and refund, have been fully satisfied. SFPP shall have the right to terminate this
Agreement in the event City has failed to make timely payment of the Estimated Amount
in accordance with the payment provisions herein, and/or City causes the proposed
construction described herein to be delayed, such that the Work cannot reasonably be
completed within two (2) years of the date of this Agreement.
12. This Agreement shall be construed in accordance with the laws of the State of Texas, is
subject to all valid laws, rules or regulations of any governmental authority having
jurisdiction, incorporates the entire agreement between the parties, may only be changed
or amended by written agreement of the parties hereto, and shall be binding on the parties
hereto as well as their successors and assigns.
Cost Estimate Summary AFE (rev Dec 2018)
LS 16 (10” Concord Station – San Jose Terminal) Scarlett Drive Relocation Project
Cost Estimate Summary
Request Date: March 16, ‘20
Response Date: March 29, ’20 (rev 0)
Revised Date: May 4 , ’20 (Rev 1)
Requestor: Greg Shotts
Director: Greg Shotts
PM/Estimator: Seyed Moeel
Scope of Work
Base Scope:
On January 28, 2020, City of Dublin, CA, provided two drawings showing a proposed relocation of LS 16 at Northside of Dublin Blvd.
The City indicated that the pipeline profile is in conflict with new construction activities especially with a new 2 – 8’ x 8’ culvert system
designed for 333.5’ (top elevation) and 324.7’ invert (bottom elevation) where KM top pipeline elevation is approximately 326’.
The scope of this project will be providing engineering design, procurement, construction, a complete tie-in procedure including
product draining, product fill up, restart and commissioning for relocating (lowering) 500’ of pipeline segment at approximately PLMP
24, downstream of Dougherty MOV and north of Dublin Blvd at City of Dublin, CA.
o Will provide a basic design, detailed engineering, required hydrostatic testing and tie-in construction procedure.
o Prepare 30%, 60%, 90%, IFB and then IFC plans for construction.
o Work and coordinate with City of Dublin, KM Environmental, all stake holders including KM Operations,
Maintenance and Cathodic Protection on all project issues.
Capacity Assumptions (if applicable)
Product
Location
Max Rate
(BPH/BPD)
Gasoline/Diesel/Jet
Fuel 4,700 / 107,000
Note: Capacities assume 95% operating efficiency
Cost Summary
Description Amount
Project Management (KM Labor Only) $35,000
Engineering $33,000
Permitting $10,000
Right of Way $0.0
Materials and Equipment $114,750
Construction $821,000
Commissioning and Operations $0
AFUDC $0
Overhead $0
Contingency, 10% $101,375
Project Close-Out $2,875
Project Total $1,118,000
Schedule:
Key activities & associated durations:
• Engineering Design 3 months
• Land Acquisition NA
• Permitting NA (will work under 401 City of Dublin permit)
• Construction 3 months
• Pre-commissioning/Commissioning 1 month
EXHIBIT B-1
Cost Estimate Summary AFE (rev Dec 2018)
LS 16 (10” Concord Station – San Jose Terminal) Scarlett Drive Relocation Project
Cost Estimate Summary
Overall schedule duration: 7 months (Permits and right to construct is a critical path)
Assumptions/Risks:
Land Acquisition (if applicable)
• Land acquisition is not a concern for this project but working with Right Of Way Manager Ryan Dahl to resolve issues such as
potential conflict, pipe/ equipment lay down area for construction and negotiation of advanced payments from the City of Dublin.
Capacity (if applicable)
• Throughputs value mentioned above is based on Control Center estimation. The final product holding capacity of the
pipeline will be calculated and issued during a detailed design. It also requires a 24 hour shut down for the tie-in day.
Power (if applicable)
Facility Construction (if applicable)
• A preliminary coordination was completed with Maintenance Manager, David Devries, and Manager – Engineering, Patrick
Riban and Pipeline Designer, Steve Cochran.
Regulatory (if applicable)
• NA
Integrity (if applicable)
• Will coordinate with Integrity during the design phase.
Commercial (if applicable)
• NA
Operations:
Personnel impact:
• Design reviews are required. Coordination for placing the tie-in shut down in the Pipeline Calendar is required too.
Financial:
Energy Cost:
• Not available at this time
Annual Opex:
• TBD
Annual Sustaining Capex:
• TBD
• TBD
Note: Should this project progress, an in depth cost/schedule risk assessment will be performed prior to sanction. Durations and
referenced above are projections and dependent upon the final scope and timing of sanction and/or availability of funding. The
referenced durations are preliminary targets and the most likely in-service date will be derived from a risk assessment prior to seeking
final project sanction.
Codes & Standards:
Relevant sections of the following KM L-ENG procedures, other applicable KM standards & procedure, as well as applicable industry
codes & standards will be complied with during design, construction, and commissioning of the above-referenced facilities. This
list is not all inclusive:
• L-ENG1000 – General Conditions
• L-ENG1002 – Project Management
• L-ENG1003 – Construction Inspection Manual
• L-ENG1040 – Unloading, Hauling, and Stringing Materials
• L-ENG1110 – Tie-in
• L-ENG1160 – Horizontal Directional Drilling HDD Revised 7-10-19
• L-ENG1140 – Railway Highway and Road Crossing (NA)
• L-ENG1260 – Environmental Requirements
Cost Estimate Summary AFE (rev Dec 2018)
LS 16 (10” Concord Station – San Jose Terminal) Scarlett Drive Relocation Project
Cost Estimate Summary
• L-ENG1310 – Shop Fabricated Pipe Bends
• L-ENG1350 – Planning for Nitrogen Purge
• L-ENG1300 – ERW Line Pipe
• L-ENG2030 – Electrical Installation (NA)
• L-ENG2080 – Instrumentation Design (NA)
• L-ENG1085 – Cathodic Protection
• L-ENG2270 – PLC Control Panel Design (NA)
• L-ENG2445 – Piping Design Specifications
Attachments (to support estimate):
• KM Cost Estimate Template for Scarlett Drive Relocation, 4/7/2020
Cost Estimate Summary AFE (rev Dec 2018)
LS 16 (10” Concord Station – San Jose Terminal) Scarlett Drive Relocation Project
Cost Estimate Summary
Request Date: March 16, ‘20
Response Date: March 29, ’20 (rev 0)
Revised Date: May 27 , ’20 (Rev 2)
Requestor: Greg Shotts
Director: Greg Shotts
PM/Estimator: Seyed Moeel
Scope of Work
Base Scope:
On January 28, 2020, City of Dublin, CA, provided two drawings showing a proposed relocation of LS 16 at Northside of Dublin Blvd.
The City indicated that the pipeline profile is in conflict with new construction activities especially with a new 2 – 8’ x 8’ culvert system
designed for 333.5’ (top elevation) and 324.7’ invert (bottom elevation) where KM top pipeline elevation is approximately 326’.
The scope of this project will be providing engineering design, procurement, construction, a complete tie-in procedure including
product draining, product fill up, restart and commissioning for relocating (lowering) 60’ of pipeline segment at approximately PLMP
24, downstream of Dougherty MOV and north of Dublin Blvd at City of Dublin, CA using an open cut and shoring box sag method.
o Will provide a basic design, detailed engineering, required hydrostatic testing and tie-in construction procedure.
o Prepare 30%, 60%, 90%, IFB and then IFC plans for construction.
o Work and coordinate with City of Dublin, KM Environmental, all stake holders including KM Operations,
Maintenance and Cathodic Protection on all project issues.
Capacity Assumptions (if applicable)
Product
Location
Max Rate
(BPH/BPD)
Gasoline/Diesel/Jet
Fuel 4,700 / 107,000
Note: Capacities assume 95% operating efficiency
Cost Summary
Description Amount
Project Management (KM Labor Only) $25,000
Engineering $27,000
Permitting $5,000
Right of Way $0.0
Materials and Equipment $51,900
Construction $234,477
Commissioning and Operations $0
AFUDC $0
Overhead $0
Contingency, 10% $34,338
Project Close-Out $2,285
Project Total $380,000
Schedule:
Key activities & associated durations:
• Engineering Design 3 months
• Land Acquisition NA
• Permitting NA (will work under 401 City of Dublin permit)
• Construction 3 months
• Pre-commissioning/Commissioning 1 month
EXHIBIT B-2
Cost Estimate Summary AFE (rev Dec 2018)
LS 16 (10” Concord Station – San Jose Terminal) Scarlett Drive Relocation Project
Cost Estimate Summary
Overall schedule duration: 7 months (Permits and right to construct is a critical path)
Assumptions/Risks:
Land Acquisition (if applicable)
• Land acquisition is not a concern for this project but working with Right Of Way Manager Ryan Dahl to resolve issues such as
potential conflict, pipe/ equipment lay down area for construction and negotiation of advanced payments from the City of Dublin.
Capacity (if applicable)
• Throughputs value mentioned above is based on Control Center estimation. The final product holding capacity of the
pipeline will be calculated and issued during a detailed design. It also requires a 24 hour shut down for the tie-in day.
Power (if applicable)
Facility Construction (if applicable)
• A preliminary coordination was completed with Maintenance Manager, David Devries, and Manager – Engineering, Patrick
Riban and Pipeline Designer, Steve Cochran.
Regulatory (if applicable)
• NA
Integrity (if applicable)
• Will coordinate with Integrity during the design phase.
Commercial (if applicable)
• NA
Operations:
Personnel impact:
• Design reviews are required. Coordination for placing the tie-in shut down in the Pipeline Calendar is required too.
Financial:
Energy Cost:
• Not available at this time
Annual Opex:
• TBD
Annual Sustaining Capex:
• TBD
• TBD
Note: Should this project progress, an in depth cost/schedule risk assessment will be performed prior to sanction. Durations and
referenced above are projections and dependent upon the final scope and timing of sanction and/or availability of funding. The
referenced durations are preliminary targets and the most likely in-service date will be derived from a risk assessment prior to seeking
final project sanction.
Codes & Standards:
Relevant sections of the following KM L-ENG procedures, other applicable KM standards & procedure, as well as applicable industry
codes & standards will be complied with during design, construction, and commissioning of the above-referenced facilities. This
list is not all inclusive:
• L-ENG1000 – General Conditions
• L-ENG1002 – Project Management
• L-ENG1003 – Construction Inspection Manual
• L-ENG1040 – Unloading, Hauling, and Stringing Materials
• L-ENG1110 – Tie-in
• L-ENG1160 – Horizontal Directional Drilling HDD Revised 7-10-19
• L-ENG1140 – Railway Highway and Road Crossing (NA)
• L-ENG1260 – Environmental Requirements
Cost Estimate Summary AFE (rev Dec 2018)
LS 16 (10” Concord Station – San Jose Terminal) Scarlett Drive Relocation Project
Cost Estimate Summary
• L-ENG1310 – Shop Fabricated Pipe Bends
• L-ENG1350 – Planning for Nitrogen Purge
• L-ENG1300 – ERW Line Pipe
• L-ENG2030 – Electrical Installation (NA)
• L-ENG2080 – Instrumentation Design (NA)
• L-ENG1085 – Cathodic Protection
• L-ENG2270 – PLC Control Panel Design (NA)
• L-ENG2445 – Piping Design Specifications
Attachments (to support estimate):
• KM Cost Estimate Template for Scarlett Drive Relocation, 4/7/2020