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Home My WebLink AboutR-2024-032 Approval of the Reimbursement Agreement w/Magellan Pipeline Company for the Vivion Rd Trail RESOLUTION NO. R-2024-032 A RESOLUTION AUTHORIZING APPROVAL OF THE REIMBURSEMENT AGREEMENT WITH MAGELLAN PIPELINE COMPANY FOR THE VIVION RD TRAIL 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 attached Reimbursement Agreement with Magellan Pipeline Company, LP, and authorizes the Mayor to sign on the City's behalf; and FURTHER THAT the Mayor, the City Administrator, 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; and FURTHER THAT this Resolution shall be in full force and effect from and after its passage and approval. ADOPTED AND PASSED this 19th day of March 2024. 'V th1I4 ' yor Kathleen L. ose ATTEST: Robin Kincaid, City Clerk 1 REIMBURSEMENT AGREEMENT This Reimbursement Agreement ("Agreement") is made and entered into and effective this Pt-'day of " ' 1 cut a,k , 2024, by and between Magellan Pipeline Company, L.P., a Delaware limited partnership (herein "Magellan"), whose mailing address is OTC-9, One Williams Center, Tulsa, Oklahoma 74172, and the City of Riverside, Missouri, a municipal corporation, (hereinafter "Reimburser") whose mailing address is 2950 NW Vivion Road, Riverside, MO 64150. Magellan and Reimburser are referred to as"Party"and"Parties"herein. WITNESSETH: WHEREAS, Reimburser warrants that it holds fee title or other rights in certain land per the Trail Easement executed on the 7th day of March, 2023, and recorded in the records of Platte County, Missouri on the 10th day of March, 2023 in Book 1390 at Page 562, and the Temporary Construction Easement executed on the 7th day of March, 2023, and recorded in the records of Platte County, Missouri on the 10th day of March, 2023 in Book 1390 at Page 563 in the office of the office of the Recorder of Deeds for Platte County, State of Missouri ("Property"). WHEREAS, Magellan is the owner of certain pipelines and appurtenances (herein "Magellan Facilities") and easement rights therefor, whether or not rights were granted in one or more documents or acquired by operation of law(the"Easement")that burden the Property; and WHEREAS, the land referenced in the Easement includes a portion of the Northeast Quarter of Section 4, Township 50 North, Range 33 West, Platte County, Missouri, pursuant to those certain instruments recorded in the records of said county and state and described as follows(and as further defined below): That certain Right of Way Agreement filed for record in the office of the Recorder of Deeds of Platte County, Missouri, in Book 109 at Page 65 on the 14th day of January, 1931, and that certain Right of Way Agreement filed for record in the office of the Recorder of Deeds of Platte County, Missouri in Book 112 at Page 128 on the 23rd day of May, 1932; and WHEREAS, Reimburser currently has plans underway to improve, alter and/or develop the above-described real property (herein "Project), and therefore desires that Magellan accommodate the proposed Project by relocating its existing cathodic test stations to be outside of the Project grading limits, further detailed in Exhibit A — Test Station Relocation Plan, attached hereto and made a part hereof(herein"Work"). WHEREAS, Magellan, under the terms and conditions herein, is willing to perform the Work subject to Reimburser's agreement herein to fully reimburse Magellan for all costs sustained or incurred by Magellan in connection with its evaluation and performance of the Work. The estimated costs for Magellan to perform the Work are shown and attached as Exhibit B. Reimbursement Agreement—Test Station Relocation—Vivion Road Trail,Riverside,MO,Platte County,MO—Agent TC NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, Magellan agrees to perform the Work, subject to the following terms and conditions: 1. Scope of Work Related to Project Reimburser agrees that the scope of Work represented in the attached Exhibit A provides a complete representation of the Work requested of Magellan to accommodate the proposed Project. 2. Performance of Magellan's Work Following the execution of this Agreement, and Magellan's receipt of the deposit described in Section 3 below and shown on Exhibit B, Magellan will begin all necessary steps to perform the Work. 3. Costs of Project Accommodation 3.1 Simultaneous with the execution and delivery of this Agreement, Reimburser shall provide to Magellan a deposit in the amount of$5,000.00 as a cost advance to cover Magellan's estimated cost of the Work. Such cost estimate will not limit Reimburser's obligation for the total costs finally incurred hereunder. Magellan agrees to provide Reimburser with additional estimates of any material differences in expected total costs estimated by Magellan to be incurred for the Work. 3.2 Reimburser agrees to bear all costs, both direct and indirect, actually sustained or incurred by Magellan in connection with the Work, including, but not limited to, labor, materials, construction damages, contractors' fees, administrative overhead, profits,taxes, engineering fees, legal fees,document research and preparation fees. 4. Final Accounting 4.1 Within 120 days after the completion of the Work, Magellan shall make a final accounting of costs for the Work and provide Reimburser an invoice of the same reflecting a credit for any advances made by Reimburser. If the final accounting reflects that the sum of the advances deposited by Reimburser hereunder exceeds the total cost for the Work, Magellan will refund such excess with the final accounting invoice. Payment of Magellan's invoice shall be due within thirty (30) days after receipt. Full payment of such invoice shall be a condition precedent to the right to exercise the audit rights provided in Section 4.2 below. 4.2 Should the total costs for the Work exceed the sum of the estimate(s) and full payment of Magellan's invoice has been made pursuant to Section 4.1, Reimburser shall be entitled to conduct an audit of such costs. Such audit must be completed within sixty (60) days of the receipt of Magellan's final accounting for the Work. If the audit reveals unsupported charge(s), Reimburser shall provide Magellan with a copy of the audit and Magellan will have thirty (30) days to provide supporting documentation for the disputed charge(s). Magellan will write off any disputed charge(s) for which it fails or is unable to provide supporting documentation, will provide written notice of same to, and reimburse Reimburser for, such charges. Reimbursement Agreement—Test Station Relocation—Vivion Road Trail,Riverside,MO,Platte County,MO—Agent TC 5. Indemnification TO THE EXTENT PERMITTED BY LAW, REIMBURSER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS, MAGELLAN AND ITS AFFILIATES, AND ITS AND THEIR PARTNERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY, "MAGELLAN PARTIES") FROM ANY AND ALL ENVIRONMENTAL AND NON-ENVIRONMENTAL LIABILITIES, LOSSES, DAMAGES, FINES, PENALTIES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES), CLAIMS, DEMANDS, CAUSES OF ACTION, SUITS AND ADMINISTRATIVE PROCEEDINGS WHICH RESULT FROM OR ARISE, DIRECTLY OR INDIRECTLY, OUT OF MAGELLAN'S WORK PERFORMED PURSUANT TO THIS AGREEMENT (EXCEPT TO THE EXTENT CAUSED BY MAGELLAN'S SOLE NEGLIGENCE OR WILLFUL MISCONDUCT),OR FROM REIMBURSER'S BREACH OF THIS AGREEMENT. 6. Force Majeure Magellan shall not be liable for any losses or damages due to delay or failure to perform its obligations in this Agreement if such delay or failure (a) is caused by circumstances that are beyond its reasonable control, (b) is unavoidable or (c) makes performance impossible or impracticable. Such circumstances shall include, without limitation, acts of God, acts of war, riots, strikes, lockouts, acts of landowners, acts of government in sovereign or contractual capacity, shortages of or delays in delivery of necessary supplies or materials, accident, fire, water damages, flood, earthquake,tornado or any other natural catastrophes. 7. Miscellaneous 7.1 This Agreement, including its exhibits, constitutes the entire agreement of the Parties with respect to the subject matter hereof, replacing and superseding all oral and/or written prior discussions, representations and agreements. 7.2 If any term or other provision of this Agreement is deemed invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall remain in full force and effect. Upon such determination, the Parties shall negotiate in good faith to modify this Agreement so as to give effect the original intent of the parties, as closely as possible and in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 7.3 Reimburser is duly authorized to execute this Agreement, having obtained any and all necessary approvals,through its authorized signatory hereto. 7.4 This Agreement shall not be amended or modified in any manner, including the conduct of the Parties, except in writing and duly signed by the Parties hereto. Reimbursement Agreement—Test Station Relocation—Vivion Road Trail,Riverside,MO,Platte County,MO—Agent TC 7.5 The paragraph headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. 7.6 This Agreement was fully-negotiated by the Parties, with each having been afforded the right to legal counsel, and shall be deemed to have been drafted by both of the Parties. 7.7 Neither Party may assign this Agreement without the prior written consent of the other Party, which such consent shall not be unreasonably withheld. Any such attempted assignment in conflict with the previous sentence shall be void and of no effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. 7.8 This Agreement shall be governed by and enforced in accordance with the laws of the State of Missouri. 7.9 The following exhibits are attached to and incorporated in this Agreement: Exhibit"A" - Magellan Right-of-Way and Easement Agreements Exhibit"B" - Description of the Work and Cost Estimate IN WITNESS WHEREOF. the Parties have executed this Agreement as of the date first set forth above. MAGELLAN PIPELINE COMPANY, L.P. DS By Its General Partner, Magellan Pipeline GP, LLC, ellyagsVpskrsigned, Authorized Signatory I Q SNt 04/04/2024 Date: ,2024 ‘. .2A63C96ADDAAASA_. nDS Printed Name: Jason A Smith Reimburser: City of Riverside, MO ,O , Date: I q , 2024 B . Printed Name:j&ke_x_211ZdJtle: D/e._..a...7 Reimbursement Agreement—Test Station Relocation—Vivion Road Trail,Riverside.MO.Platte County.MO—Agent TC 7.5 The paragraph headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. 7.6 This Agreement was fully-negotiated by the Parties, with each having been afforded the right to legal counsel, and shall be deemed to have been drafted by both of the Parties. 7.7 Neither Party may assign this Agreement without the prior written consent of the other Party, which such consent shall not be unreasonably withheld. Any such attempted assignment in conflict with the previous sentence shall be void and of no effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. 7.8 This Agreement shall be governed by and enforced in accordance with the laws of the State of Missouri. 7.9 The following exhibits are attached to and incorporated in this Agreement: Exhibit"A" - Magellan Right-of-Way and Easement Agreements Exhibit"B" - Description of the Work and Cost Estimate IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above. MAGELLAN PIPELINE COMPANY,L.P. By Its General Partner, Magellan Pipeline GP, LLC, By Its Undersigned, Authorized Signatory Date: , 2024 Printed Name: Reimburser: City of Riverside, MO tBDate: W __CZ.A__,c1\.__ / ,2024 y. Printed Name: s4 /e C, 6.Cjile: Reimbursement Agreement—Test Station Relocation—Vivion Road Trail,Riverside,MO,Platte County,MO—Agent TC Vivion Road Trail Segment 1: Magellan Test Station Exhibit A February 19, 2024 LEGEND 1,(15= EXISTING FIELD SHOT 1eK PV=PROPOSED PAVEMENT ELEVATION ME = MATCH EXISTING ELEVATION PV=797-55 Existing Magellan Pipeline Test Station Locations ,LC0 •V=796.56 4 ♦II IX 0 o 4011‘.. _aro uc ao s/- MST STaimv I I I. �s PV=794�55 s.r4 II ME=795.20 go F F ■ ill 00 wv ua/��Fsrs _- •_ ■ 'E" I MEN75•08 794 55 PV=797.38 Location of new leads for •,b♦ ' �� n 1 .117 test station and casing . ' ♦ ME=794 86 naa I ■ N Haas �� ME=793.80 PV=796-09 ,ge: _\-44au ncn LC!E .__90i . r Isere. ♦� ME=790.52 \ i 01i♦ `� uc New Magellan ♦♦ Pipeline Test II Station Locations wE EXHIBIT B 114,, MMAEGAMELLRAN. Project: Vivion Road Trail Test Stations Project Manager: Carolyn Boyd Location: Riverside,Platte County,MO Date: 2/1/2024 Pipeline: 6135 Kansas City-Des Moines#6-12" AFE: Description: Installation of 2 test stations Unit $ Code Item QTY Unit Cost$ Subtotal ACA Right of Way:Cost of Easement $0.00 ACB Right Of Way:Acquisition Expense $0.00 ACC Right Of Way: Legal Expense S0.00 GAA Mainline Pipe $0.00 GBA Mainline Mechanical Materials $0.00 GCA Mainline Labor $0.00 GCB Mainline Inspection&Testing $0.00 GCC Mainline Instruments&Electrical Material $0.00 GCF Mainline Eng/Draft/Permit/Survey $0.00 GCG Mainline Cathodic Protection S5.000.00 Purchase and install 2 test stations 1 LS S5.000 S5.000.00 GCH Construction Damage S0.00 GCU Enviromental Control $0.00 ZAV Capitalized Interest $0.00 ZBV Capitalized Internal Labor $0.00 ZCV Capitalized Overhead 50% $0.00 Subtotal $5,000 0% Contingency= $ - TOTAL ESTIMATED PROJECT COST= $ 5,000.00 Assumptions: 1.Estimate is based on similar projects. Only actual cost will be billed to the project.No part of the project is a Betterment. 2.This is a budgetary estimate prepared before detailed engineering is complete.Scope may change during detailed engineering resulting in revisions to the project estimate. DocuSign Certificate Of Completion Envelope Id:AB5DCAA8C4B741CB871613C11F5412FF Status:Completed Subject:Complete with DocuSign:Reimbursement Agreement for Vivion Road Trail Test Station Relocation-... Source Envelope: Document Pages:7 Signatures: 1 Envelope Originator: Certificate Pages:5 Initials:2 Tonya Cape AutoNav:Enabled 100 W 5th St Ste LL Envelopeld Stamping:Disabled Tulsa,OK 74103-4298 Time Zone:(UTC-06:00)Central Time(US&Canada) tonya.cape@oneok.com IP Address:163.116.253.66 Record Tracking Status:Original Holder:Tonya Cape Location:DocuSign 3/29/2024 12:00:58 PM tonya.cape@oneok.com Signer Events Signature Timestamp Delaine Kurth rnn°S Sent:3/29/2024 12:05:07 PM Delaine.kurth@oneok.com Viewed:4/1/2024 7:33:51 AM Director,Administrative Services Signed:4/1/2024 7:33:56 AM Real Estate Services Signature Adoption:Pre-selected Style Security Level:Email,Account Authentication (None) Using IP Address:69.44.183.2 Electronic Record and Signature Disclosure: Not Offered via DocuSign Linda Byford °SS Sent:3/29/2024 12:05:09 PM Linda.Byford@oneok.com �`�- Viewed:3/29/2024 1:36:14 PM Legal Counsel Signed:3/29/2024 1:36:30 PM ONEOK Corporate Security Level:Email,Account Authentication Signature Adoption:Uploaded Signature Image (None) Using IP Address:69.44.183.2 Electronic Record and Signature Disclosure: Accepted:2/7/2020 10:23:53 AM ID:b3df64e2-be7a-4e92-b67b-ff18c08cb697 000usgned by: Jason A Smith C Sent:4/1/2024 7:33:57 AM jason.a.smith@oneok.com ,'A.SOiA, a S.,tfu. Resent:4/3/2024 1:24:49 PM VP Asset Integrity znwcsenoo<uen Viewed:4/4/2024 7:31:11 AM Security Level:Email,Account Authentication Signed:4/4/2024 7:32:18 AM (None) Signature Adoption: Pre-selected Style Using IP Address: 163.116.253.72 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/29/2024 12:05:09 PM Envelope Updated Security Checked 3/29/2024 12:42:27 PM Envelope Updated Security Checked 3/29/2024 12:42:27 PM Envelope Updated Security Checked 3/29/2024 12:42:27 PM Envelope Updated Security Checked 3/29/2024 12:42:27 PM Envelope Updated Security Checked 3/29/2024 12:42:27 PM Envelope Updated Security Checked 4/3/2024 1:24:48 PM Envelope Updated Security Checked 4/3/2024 1:24:48 PM Envelope Updated Security Checked 4/3/2024 1:24:48 PM Certified Delivered Security Checked 4/4/2024 7:31:11 AM Signing Complete Security Checked 4/4/2024 7:32:18 AM Completed Security Checked 4/4/2024 7:32:18 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure