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HomeMy WebLinkAboutR-2017-076 Site Access Agreement Chevron Environmental Management RESOLUTION NO. R-2017-076 A RESOLUTION APPROVING A SITE ACCESS AGREEMENT WITH CHEVRON ENVIRONMENTAL MANAGEMENT COMPANY BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Riverside Board of Aldermen hereby approves the Site Access Agreement by and between the City of Riverside and Chevron Environmental Management Agreement, in substantially the form attached hereto, and the Mayor is authorized to execute the Site Access Agreement on behalf of the City; FURTHER THAT the Mayor, the City Administrator, City Engineer, and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized; FURTHER THAT this Resolution shall be in full force and effect from and after its passage and approval. ADOPTED AND PASSED this ON day of 0 ' 2017. or Kathleen L. Rose v Robin Kir)tid,•�S' Clbrk A_=COM Debra Kihman AECOM Senior Project Ad minietrator 2020 L Street,Suite 400 Environment Sacramento,CA 95811 ,r 9163616418 tel 9164145650 fax 530 605 7098 mobile debra.kiteman®aecom.com www.aecom.com AS AECOM 9184145800 ter /"r� 2020 L Street,Suite 400 918 414 5850 fax St mento,CA 95811 www.aecom.cam August 31,2017 City of Riverside VIA FEDERAL EXPRESS Travis A. Hoover, PE 2950 NW V'ivion Road Riverside, MO 64150 Re: TDPI Parkville-Argosy Pipeline Right-of-Way Corridor Parcel ID# 23-2.0-09-000-000-006.001 Dear Property Owner. On behalf of Chevron Environmental Management Company("EMC'),AECOM is requesting access to your properties located at the above address(the"Properties'). EMC is working on behalf of Texaco Downstream Properties Inc. ('TDPI')to proactively abandon TDPI's Parkville-Argosy Pipeline("Pipeline"). In order to conduct the required work, EMC requests consent to access the Properties to access the Pipeline at the locations depicted on the attached Figure. AECOM's contractor,Watkins Construction Company("Watkins')will use handheld utility locators to scan for the location of the line. Once the Pipeline is located,Watkins will perform additional work including: excavating above the Pipeline,tapping the Pipeline, checking for the presence of fluids,cutting the Pipeline, and launching or receiving a foam plug"pig'which is drawn through the Pipeline via vacuum to remove residuals. After the Pipeline is drained and pigged, it would be filled with grout or inert nitrogen gas,capped, and left in place. The work is anticipated to take between one(1)and three(3)weeks to complete and would be scheduled so as to minimize any adverse impact to the use of the Properties. Upon completion,the surface area will be restored to its original condition. Enclosed for your review and approval is a Site Access Agreement to permit EMC(and AECOM, as its agent)to access the Properties. If the agreement appears to be in order, please fill in the blanks on page 7, sign both copies, and return to me in the pre-paid envelope. Both copies will be forwarded to EMC for signature and one fully executed copy of the agreement will be returned to you for your records. If the agreement does not meet with your approval, please provide your proposed changes in writing to me at debra.kitsman@aecom.com. We greatly appreciate your cooperation. If you have any questions regarding the environmental work outlined above, please contact Peter Hicks,AECOM, Project Manager, at 71 289-4260. Alexis Coulter, EMC Property Specialist, would be happy to answer any questions you may have regarding the Site Access Agreement.Alexis can be reached at ACouker@chevron.com or at 945-8424440. Thank you in advance for your attention to this matter. Sr cerely,yAjr�`^' Debra Kitsman Supplier Property Liaison Enclosures cc: Alexis Coulter—Chevron Environmental Management Company(w/enclosures) Mike Oliphant—Chevron Environmental Management Company(w/enclosures) SITE ACCESS AGREEMENT (Outdoor) This SITE ACCESS AGREEMENT ("Agreement") is between CHEVRON ENVIRONMENTAL MANAGEMENT COMPANY, a California corporation ("EMC"), and the CITY OF RIVERSIDE ("Grantor'). RECITALS A. Grantor holds record title to the Property. B. EMC's Affiliate Texaco Downstream Properties Inc. owns portions of the Parkville-Argosy Pipeline, commonly referred to as the Argosy Pipeline. One of these portions of the Argosy Pipeline crosses the Property. C. The Property is developed with a recycling and waste yard facility. D. EMC seeks Grantor's authorization to access the Property to conduct the Work and Grantor is willing to grant EMC access to the Property to conduct the Work,all pursuant to the terns of this Agreement. TERMS AND CONDITIONS 1. DEFINITIONS,INTERPRETATION,AND EXHIBITS 1.1 Definitions.In this Agreement,these capitalized words or expressions have the following meanings: "Affiliate" means any legal entity that controls, is controlled by, or is under common control with, another legal entity. An entity is deemed to "control" another if it owns directly or indirectly at least 50%of the shares or interests entitled to vote. "Agency" means any regulatory or governmental agencies having jurisdiction over environmental matters at the Property. "Agreement" has the meaning set out in the introductory paragraph and includes all exhibits listed in Section 1.2(D)(Interpretation and Exhibits). "EMC"has the meaning set out in the introductory paragraph. "EMC Group" means EMC, its Affiliates, its joint interest owners, contractors, and suppliers of any tier, and the shareholders, directors, officers, and employees of all of them. "Effective Date"means the latest date on the signature page when all Parties have signed this Agreement. "Grantor"has the meaning set out in the introductory paragraph. "Party"means EMC or Grantor and"Parties"means both of them. City of Riverside Site Access Agreement "Property" means the property located in the City of Riverside, County of Platte, State of Missouri, APN 23-2.0-09-000-000-006.001 as depicted on Exhibit A — Property Description. "Work" means all the activities necessary to abandon the Argosy Pipeline, conduct environmental work, and perform any necessary restoration under Section 2.4 (Restoration). The Work may include: (A) locating the pipeline; (B) excavating the pipeline; (C) tapping, draining, pigging and filling the pipeline with inert nitrogen to properly abandon the pipeline; (D) sampling, assessment, and monitoring work; and (E) other work that EMC or any Agency deems necessary. 1.2 Interpretation and Exhibits. (A) Reference to the singular includes a reference to the plural and vice-versa, reference to any gender includes all other genders, and the words"includes" and "including" are illustrative, not limiting. The word "or" is not exclusive. The headings in this Agreement are included for convenience and do not affect the construction or interpretation of any provision of this Agreement. (B) References to matters "arising" (or which "arise" or "arises") "out of this Agreement" include matters which occur in connection with this Agreement, which flow from this Agreement,or which would not have arisen or occurred but for the entering into this Agreement, or the performance of or failure to perform obligations under this Agreement. (C) If a conflict exists between the body of this Agreement and the exhibits,the body prevails to the extent of the conflict. (D) The following exhibits are attached and made a part of this Agreement: (1) Exhibit A—Property Description. 2. SCOPE AND PURPOSE 2.1 Rights Granted and Purpose. Grantor grants to any member of EMC Group and any of its representatives, a license over, under, and across the Property for the purpose of performing the Work. 2.2 Grantor's Cooperation. (A) Grantor shall cooperate with EMC Group and its representatives to effect the terms of this Agreement, including, if necessary, the execution of additional documents to obtain government agency permits or approvals to install,abandon, or remove EMC's equipment. City of Riverside Site Access Agreement (B) Grantor shall, within 10 days following EMC's or its representatives' request, provide to EMC or its representatives copies of construction blueprints for buildings, utilities, or other improvements at the Property in order to allow EMC Group to locate any subsurface utilities prior to performing the Work. 2.3 Performance of the Work. (A) EMC shall conduct and perform the Work in a prompt, safe, efficient, and workmanlike manner, and in compliance with all applicable federal, state, or local laws,regulations,or ordinances. (B) EMC shall give Grantor advance written notice before the first entry to the Property to conduct the Work, specifying the date and approximate time when Work at the Property will commence. (C) EMC shall perform all Work conducted under this Agreement at its sole cost and expense. Except as provided in Section 2.4 (Restoration), EMC shall not reimburse any cost to Grantor. (D) Drums and containers may remain on the Property for a reasonable time after the completion of the Work until EMC Group has analyzed the contents for waste disposal, after which such drums and containers will be promptly removed in accordance with applicable standards, laws, codes, rules and regulations. EMC will coordinate the location of the drums and containers with Grantor. 2.4 Restoration. If entry onto the Property by any member of EMC Group, or exercise by EMC of any of its rights or obligations under this Agreement, results in any physical damage to the Property (ordinary wear and tear and legal abandonment of subsurface equipment excepted),EMC shall promptly repair and restore the portions of the Property damaged to substantially the same condition as existed prior to the damage. 2.5 Agency Communications.Each Party shall promptly provide the other Party with copies of all final reports and other communications submitted to the Agency regarding the Work. 2.6 Certain Notices. (A) Notice to EMC Prior to Construction. During the term of this Agreement, Grantor shall give EMC reasonable advance written notice at least 90 days prior to any change in the intended use of the Property or construction plans,including repaving or grading of the parking lot, or modifications to the landscaping or irrigation systems which could impact the Work or damage EMC's equipment on the Property. 3. TERM 3.1 Term. This Agreement is effective from the Effective Date and terminates when EMC has completed the Work and any restoration obligation under Section 2.4(Restoration). City of Riverside Site Access Agreement 4. LIABILITY AND INDEMNITY 4.1 NO ADMISSION OF LIABILITY. The Parties acknowledge and agree that this Agreement, the act of entering into it, and any act or omission pursuant to this Agreement will not be construed as an admission of any nature. 4.2 INDEMNITY. Subject to Section 4.4 (Limitation on Classes of Damages), EMC shall indemnify, defend, and hold harmless Grantor and its employees, successors, and assigns from and against any claims brought against Grantor or any of its employees, successors, and assigns within 24 months after termination of this Agreement for personal injury or for physical damage to real or personal property arising out of the performance of the Work on the Property by EMC Group or its representatives, to the extent caused by the negligence, breach of any obligation (statutory or otherwise), fault, or liability of EMC Group or its representatives except to the extent that such damages or claims are due to the reckless, negligent, or intentional acts or omissions of Grantor or any of its employees, successors, and assigns. 4.3 LIENS. EMC shall discharge at once, or bond, or otherwise secure against all liens and attachments that are filed in connection with the Work, and within 24 months after termination of this Agreement shall indemnity, defend, and hold Grantor and the Property harmless from and against any and all loss, damage, injury, liability, and claims thereof resulting directly from such liens and attachments. 4.4 LIMITATION ON CLASSES OF DAMAGES. To the fullest extent permitted by applicable law, no Party is liable to any other Party for any of the following: (A) indirect or consequential loss; (B) loss of profits, loss of prospective economic advantage or benefit, or loss of business opportunity,whether direct or indirect; or (C)punitive or exemplary damages. 5. INSURANCE 5.1 EMC will require contractors who perform the Work under this Agreement to maintain all insurance required by law and liability insurance coverage in accordance with the contractors' service agreements. 6. GOVERNING LAW AND RESOLUTION OF DISPUTES 6.1 Governing Law. This Agreement is governed by and interpreted in accordance with the law of the State of Missouri, without regard to its choice of law rules, except that the substantive and procedural rules of the Federal Arbitration Act, 9 U.S.C. §§ 1-16 govern Section 6.2(Resolution of Disputes). 6.2 Resolution of Disputes. The Parties shall exclusively and finally resolve any dispute between them using direct negotiations, mediation, and then arbitration as set out in this Section 6.2 (Resolution of Disputes). If a dispute arising out of this Agreement is not resolved by direct negotiations,either Party may initiate mediation by giving notice to the other setting out the disputed issues and the value of the claim. Mediation must be attended by a representative from each Party with decision-making authority. All mediation fees and costs must be paid equally and each Party shall bear its own attorneys' fees and costs in connection with such mediation. If the Parties fail to resolve the dispute within 60 days from notice of mediation, either Party may initiate binding City of Riverside Site Access Agreement arbitration by giving notice to the other Party. The place of arbitration must be in the State where the Property is located. One arbitrator(or 3 arbitrators if the monetary value of the dispute is more than US$5,000,000 or its currency equivalent, or if there is a dispute whether the monetary value exceeds the US$5,000,000)will conduct the arbitral proceedings in accordance with the then existing Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitrator(s) must be appointed as provided in the AAA Commercial Arbitration Rules. The maximum number of witnesses each Party may call to give evidence is 3 witnesses of fact and 1 expert witness. The arbitration award is final and binding. Regardless of which Party prevails, all arbitration fees and costs must be paid equally and each Party shall bear its own attorneys' fees and costs in connection with such arbitration. The Parties waive irrevocably their right to any form of appeal, review, or recourse to any court or other judicial authority under any applicable law to the extent that such waiver may be validly made. Proceedings to (A)preserve property or seek injunctive relief, or (B) enforce an award under this Section 6.2 (Resolution of Disputes), may be brought in any court of competent jurisdiction. 7. GENERAL PROVISIONS 7.1 Additional Obligations. (A) Records and Inspection. Up until 24 months from the end of the calendar year in which this Agreement is terminated,(1)Grantor shall retain all records related to this Agreement, and (2) EMC may inspect at any time all records to confirm that the requirements of this Agreement are met. 7.2 Prior Agreements. This Agreement supersedes all prior and contemporaneous representations, agreements, understandings, and commitments between the Parties concerning the subject matter of this Agreement. 7.3 Amendments.No amendment to this Agreement is effective unless made in writing and signed by authorized representatives of all Parties. 7.4 Notices. Notices are effective when received by the recipient during the recipient's regular business hours. All notices under this Agreement must be in writing and will be deemed properly given when addressed to the appropriate Party at the address set out in the signature page of this Agreement.Each Party may change the contact information for notices by notice to the other Party. All such notices will be deemed to have been duly given and received upon mailing or delivery by courier or personal delivery service. Transmittal of information required by Section 1.1 (Agency Communications) may be made by email. 7.5 Counterparts. The exchange of counterpart signature pages between the Parties constitutes execution and delivery of this Agreement and it will not be necessary that the signatures of all Parties be contained on any one counterpart. No Party will be bound to this Agreement unless and until all Parties have executed a counterpart. Executed signature pages sent by facsimile,email scan, or otherwise by photocopy are valid means of delivery. 7.6 Severability and Savings. If any provision(or part of a provision, as applicable) of this Agreement is determined to be invalid or unenforceable by a court or arbitrator of competent jurisdiction, the invalidity or unenforceability will not affect the other City of Riverside Site Access Agreement provisions of this Agreement, and all provisions not affected by such invalidity or unenforceability will remain in full force and effect. The offending provision (or part of the provision,as applicable)will be modified to be valid and enforceable while achieving to the greatest possible extent, the economic, legal, and commercial objectives of the invalid or unenforceable provision. 7.7 Fiduciary Relationship. The Parties acknowledge and agree that EMC will not for any reason be considered to have a fiduciary relationship with Grantor. 7.8 Binding Effect. This Agreement will be binding on and inure for the benefit of the rightful successors and permitted assigns of the Parties. 7.9 Assignment and Transfer. (A) Grantor shall promptly notify EMC of any transfer of its interest in the Property and shall provide a copy of this Agreement to any and all transferees. (B) Each Party may,at any time,assign or transfer this Agreement or all or part of its rights or obligations under this Agreement to any person (natural, an entity, or otherwise) upon the other Parry's prior written consent; however, no such consent is required if the assignment or transfer is to an Affiliate or to any person that assumes EMC assets or interest under a reorganization, merger, consolidation,or asset sale. 7.10 Third Party Beneficiaries.Except as otherwise expressly stated,any person who is not a Party to this Agreement does not have any rights under this Agreement nor may such person enforce any provision in this Agreement. 7.11 Construction. Each Party has participated in the preparation of this Agreement and has had the opportunity to consult with legal counsel and any other advisors of its choice to its satisfaction regarding the terns and provisions of this Agreement.. Each Party bears its own costs incurred to prepare this Agreement.As a result,the rule of construction that an agreement be construed against the drafter will not be asserted or applied to this Agreement. The remainder of the page intentionally left blank. City of Riverside Site Access Agreement IMPORTANT NOTICE: THIS AGREEMENT CONTAINS PROVISIONS REGARDING INDEMNITIES THAT EXPRESS THE AGREEMENT OF THE PARTIES CONCERNING CLAIMS ARISING OUT OF THIS AGREEMENT. The Parties have executed this Agreement as evidenced by the following signatures orauthorized representatives of the Parties: GRANTOR: EMC: CITY OF RIVERSIDE CHEVRON ENVIRONMENTAL MANAGEMENT COMPANY Sre: 1.1a 1 Signs Name': S Q. Name: Frank G.Soler Title: W rl • Title: Aasiatam Secretary Date: p.- . 13_�D/ Date. December 12.2017 AGREEMENT NOTICES AGREEMENT NOTICES Attention: MII sV E12 AtteaHon: Alexis Coulter Emall: t�ier'dhrlNfCrsli".LQM Email: ACoulter@chevron.com Phone: $16-'741-3943 ed_3 Phone: 925.8424440 Facsimile &'i q(n '$3 4a Facsimile: 925.842.4968 Address: 2950 NW Vivion Road Address: 6001 Bollinger Canyon Road,C2122 Riverside,MO 64150 San Ramon,CA 94583 CII) or Riverside Sire Access Agreement EXHIBIT A—PROPERTY DESCRIPTION PARCEL ID# 23-20-09-000-000-006-001 ONBeacon Platte County, MO 9 l� f � / � f- ''�.+u, Overview w Legend City Limits(Lines) `s �r Parcels Current Roads Me Property"" _ s Interstate US Route State Highway 69 — County Highway .� County Boundary 1' 69 1gDR Parcel ID 23-20-09-000-000-006.001 Alternate ID Ma Owner Address CITY OF RIVERSIDE Sec/Twp/Rng 9/50/33 Class Commercial 295ONWVIVIONRD Property Address Acreage 18.65 RIVERSIDE MO 64150-000() District Dist 23 Brief Tax Description RIVERSIDE MISC BEG NW COR 5E 9-50-33 TH E TO S ROW TH SELY ALO NG ROWTO A PT 1300 (Note:Not to be used on legal documents) Dafe vested:8/24f1017 Last Data Upbaded:8/24/2017123215 AM a(r D.1oped by l The5chneger Corpwadon City of Riverside Site Access Agreement 9 •� I ..�R 4f r �, •'� s r �• �rIle to i •w. eyo rya ry e� • y.�/I T\� '�• 1 1 � • ' I �nvl,I 7 s HIV[Nd'H 1 •�f I - RIVERSIDE1 140 .a i J z ..a i � 69 Q� t CITY OF t F1 RIVERSIDE • I y IV Y A 2 O CIT,VdJF RIVERSIDE 0 ti 3 2 •ITY OF � y ', RIVER IDE r. • t 1 CITY OF J� •�~ RIVERSIDE .. t I ` CITY OF .l RIVERSIDE ••y '•J • t Approximate 49 AI GGSV PµWV a Access • f.. . 1. E Point � It c � I . ,� � /. J tea. •, 6 / 1 a • r � • f w U silk Legend � �0� City of Riverside Property Map _ � i Pipeline Access Point N OCity of Riverside Parcels voptl w 19219 KATY FREEWAY,SUITE 100 _ Argosy Pipeline SystemStem BHOUSTON,TX 77094 Argosy Pipeline PH:(281)646-2400 9 FAX:(281)646-2401 0 100 200 400 Chevron Environmental Management Company b Notes: Image:MSDIS/NAIP2016 Feet Dra•.orKPL ""7/28/2017 arocnxo 60504979 sur 2 a