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City of Carmel/Wood River Pipeline Line Item No. Thomson TIF Funding; P.O. No. 15969 Not to Exceed $1,405,000.00 APPROVEI}.../l.WTO FORM BY:~ PIPELINE RELOCATION REIMBURSEMENT AGREEMENT 12-inch Pipeline Relocation 136th STREET ROUNDABOUT AND ILLINOIS STREET CARMEL, HAMILTON COUNTY, IN . THIS AGREEMENT made and entered into this IO~ day of ~, 2007; by and between The City of Carmel, having an office at One Civic Squ e, Carmel, diana, 46032 hereinafter called "Carmel"; and Wood River Pipe Lines LLC, having an office at Five TEK Park, 9999 Hamilton Boulevard, Breinigsville, PA 18031, hereinafter called "Wood River"; WITNESSETH: WHEREAS, Wood River owns and operates a twelve-inch (12") pipeline which traverses property in Section 26, Township 18 North, Range 3 East, situated in Hamilton County, Indiana; said property being subject to an easement held by Wood River and; WHEREAS, Carmel plans to construct a roundabout and a roadway through the aforementioned property and such roadway will require the relocation of Wood River's twelve- inch (12") pipeline; NOW, THEREFORE, in consideration of the parties' respective obligations hereunder, the parties, intending to be legally bound, agree to the following: 1. Relocation Proiect: Wood River agrees to relocate the existing twelve-inch (12") pipeline for the purpose of accommodating Carmel's proposed property improvements in accordance with Wood River's design and specifications and with all applicable requirements of state and federal law, subject to the further terms and conditions of this Agreement. Wood River shall cause such relocation to be completed provided the following conditions have been fulfilled: [i] Carmel shall provide to Wood River, its contractors or agents sufficient property improvement plans and details which provide sufficient data for Wood River to develop its pipeline relocation plans in accordance with Wood River's typical pipeline installation specifications; [ii] Carmel shall provide to. Wood River, its contractors or agents, professional land surveying services for Wood River to develop its design and perform construction; [iii] Carmel has satisfied the Obligation to Reimburse Relocation Costs referred to in Paragraph 2 below; 2. Wood River has estimated the total project costs at $1,405,000. Reimbursement shall be made in two payments as follows: [i] The first payment being 50% of the estimate total project costs which is $702,500 due at the execution of this Agreement; [ii] The second payment being the balance for the work performed under the Agreement due at the completion of pipeline relocation project. At that time, Wood River shall tally the costs for the work under the Agreement and submit an invoice to Carmel for the balance. Carmel agrees to pay said invoice within 60 days of receipt; 3. Bids/Contracts for Relocation Proiect: Wood River reserves the right to select the contractor of its choice to perform the pipeline relocation work; 4. Existinq Pipeline: Wood River's existing pipelines, 12-inch and 8-inch, shall be removed from the property and disposed of by Wood River. Any monies received from such disposal shall be credited to Carmel's account; 5. Abandonment: Should Carmel for any reason determine to cease or change its roundabout and roadway plans such that the continuance of this pipeline relocation project as originally planned is not necessary or if there is a material change in conditions, then in any such event, Carmel shall notify Wood River in writing. Subsequently, Carmel and Wood River shall determine whether to complete or terminate this pipeline relocation project. Following such determination, Wood River shall terminate or complete the project, as required, and upon such completion or termination, the provision of Paragraph 2 herein shall remain intact and be in full force and effect. In the event of termination, any pipe, fittings, or appurtenances purchased by Wood River and not used for this pipeline relocation project shall become the property of Wood River and a credit issued for the same to Carmel's account; 6. Covenants to Run with Land: The rights and covenant herein contained shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns; 7. Schedule: Upon execution of this Agreement, Wood River agrees to complete the relocation of its twelve-inch (12") pipeline within five (5) months following the date of execution (provided reimbursement as per Paragraph 2 above is made in a timely fashion). Factors beyond the control of either party (including, but not limited to, inclement weather, rock removal, etc.) may cause delays to the project's schedule. Such delays are considered reasonable and normal and shall cause no penalty to either party. Also, because Wood River is a service-oriented company, its product transportation schedule takes precedence over the schedule of the purge and tie-in of the relocated pipeline into the existing pipeline. Every effort will be made to schedule downtime of the active pipeline for the tie-in of the relocated pipeline once the relocated pipeline is complete; however, Wood River shall bear no penalty or costs if downtime conflicts with Carmel's property improvement schedule. Carmel shall bear the cost of contractor(s)' downtime charges associated with such scheduling conflicts, if any; 8. Additional Requirements: . Carmel, its successors or assigns, shall satisfy the additional requirements as shown on Exhibit "C". Failure to satisfy the requirements directly related to the execution of this pipeline relocation project may result in delays to the project schedule. 9. Easement: Easements to provide for the 12-inch pipeline's relocation route shall be acquired by Wood River. The cost for such acquisitions (labor, consideration, recordation, title & survey [if not provided by Carmel]) are part of this Agreement. Any and all pipeline relocation easement agreements will include a provision for the location, operation, maintenance, etc., of an eight-inch (8") pipeline in the event Wood River reactivates its eight-inch (8") pipeline at some point in the future. .2 - 10. Previous Aqreements: Any and all previous agreements by and between Carmel and Wood River pertaining to either or both of the pipeline relocation areas (136th St. Roundabout and Illinois St. Extension) are hereby deemed to be null and void and are superseded by this Agreement which intends to combine previously separate 136th St. Roundabout (May 8, 2006) and Illinois St. Extension (April 11, 2006) agreements. IN WITNESS THEREOF; Carmel and Wood River have caused this Agreement to be executed by their proper officers, effective as of the date and year first above written. WITNESS: CITY OF CARMEL -..~'- By ---.....--- --- - -- - Prim: -,--' - t-'nnt: ":-" ).""; By Print: , .- , I -IT} - 0 /f-.I'- Print: \ , By '"j;v '1/# .#<.-<_ I- :James Brainard, Mayor STATE OF \ I-lt::>Lf-\"NA- ) ) SS: COUNTYOF~~I~ ) On this \ D~ day of --Ja.., /J n ., ,2007, before me, a Notary Public, personally came .J1l.ML<;,. &~Y\.~ as H.~CJv'" and \..\~'{ AM4. l\...kt. Lcw; 'IJ~ as tv,..UV\..la2..v ~ of City of Carmel, to me known, who, being duly sworn, did depose and say that they executed the foregoing instrument and that they signed their names as authorized and empowered agents of and for the City of Carmel described herein and for the purposes herein set forth. ~ """'-_ L_.JL_Not Pul?lic ,.. ;..,-:. ~~ '<"""<<W"'\ :::;.., m.--:: =.: ~ ~:~=: r-'___ - ""'/ 1- ~ ,.-- '--"'~~.'-~~ .,~ 30 ,'2.4C:~'''':': : . .:--. '"C ~~.~.,.... :.~ "/: .......... ',. ..." rl"r _ ,.,t"-'"' _ 3 _ F."~"r'f'(r'N{..,.t~..;'("'i WOOD RIVER PIPE LINES LLC A Delaware Limited Liability Company ~C:~ P Int: 01\/.lV1 e:;: Cotv'RA!J P"t~~ By l~ STATE OF PENNSYLVANIA ) ) ) SS: COUNTY OF LEHIGH On this 3 day of .::);VlVC(, 1,2007, before me, a Notary Public, personally came Roy R. Haase, Jr., as Assis ant Secretary of Wood River Pipe Lines LLC, to me known, who, being duly sworn, did depose and say that he executed the foregoing instrument and that he signed his name as an authorized and empowered agent of and for Wood River Pipe Lines LLC, a Delaware limited liability company, described herein and for the purposes herein set forth. COMMONWEALTH OF PENNSYLVANIA Nol8riaI Seal Colleen Ford, Nol8IY PubIlc Upper Mal:Ungie TVo\l., Lehigh County My eommlsSloo ExpIres Dec. 8, 2010 Msmbar, Pennsylvania Aaeoclatlon of Notaries THIS INSTRUMENT PREPAREO BY: Stephen C. Muther, Esq., Buckeye Partners, LP, Five TEK Park, 9999 Hamilton Blvd., Breinigsville, PA 18031 '. -4- EXHIBIT "A" WOOD RIVER PIPE LINES, LLC OUTSIDE SERVICE COSTS COST ESTIMATE FOR THE RELOCATION OF 12-INCH PIPELINE TO ACCOMMODATE ILLINOIS STREET & 136TH STREET ROUNDABOUT CARMEL, HAMILTON COUNTY, IN December 12, 2006 PRELIMINARY ENGINEERING SERVICES ENGINEERING CONSULTANT $ 78,000 CONSTRUCTION SERVICES ENGINEERING CONSULTANT $ 42,000 PIPELINE CONTRACTOR Lay f 5,000' of 12" Pipeline Hydrotest pipe Assist with Nitrogen Purge Tie-in Remove old pipe Clean up Cathodic Protection Contract Inspection ROW Fees and Damages Hydrotes! Water Disposal Nitrogen Contractor Vac Truck Service Pipe Removal I Grouting Radiography $ 605,000 TOTAL OUTSIDE SERVICES $ 18,200 $ 75,000 $ 5,250 $ 28,000 $ 4,345 $ 200,200 $ 36,000 1,013,995 1,091,995 MA TERIALS TOTAL MATERIALS $ 216,390 $ $ 30,000 $ 246,390 $ 1,338,385 Line Pipe, 12" dia, 0.375" W.T., Pritec coated, f 5,160' Pipe Bend, Factory Cold Bend Elbow, 12" Dia, 0.500" W.T. Miscellaneous Valves, Fittings, and Materials ESTIMATE TOTAL "An: EXHIBIT "B" WOOD RIVER PIPE LINES, LLC INTERNAL LABOR AND EXPENSE COST ESTIMATE FOR THE RELOCATION OF 12.INCH PIPELINE TO ACCOMMODATE ILLINOIS STREET & 136TH STREET ROUNDABOUT CARMEL, HAMILTON COUNTY, IN December 12, 2006 PRELIMINARY ENGINEERING BUCKEYE PIPE LINE CO. -- MANPOWER Engineering Right of Way Department Operations BUCKEYE PIPE LINE CO. -- EXPENSES Engineering Right of Way Department Operations $ 5,769 $ 1,950 $ 2,138 $ 9,856 $ 7,136 $ 16,992 $ 2,925 S 1,500 S 750 $ 5,175 $ 750 $ 22,917 1,558 $ 24,475 Internal Labar Overhead: BUCKEYE PIPE LINE CO. .- EQUIPMENT Pick Up.- Operations Administrative Overhead: 6.80% TOTAL INTERNAL LABOR AND EXPENSES CONSTRUCTION ENGINEERING BUCKEYE PIPE LINE CO. -- MANPOWER Engineering Right of Way Department Operations BUCKEYE PIPE LINE CO. -- EQUIPMENT Pick Up - Operations $ 3,106 $ 1,300 S 12,113 $ 16,519 S 11,960 $ 28,478 $ 1,575 $ 1,000 $ 4,250 $ 6,825 $ 4,250 $ 39,553 2,587 $ 42,140 $ 66,615 $ 1,405,000 Internal Labor Overhead: BUCKEYE PIPE LINE CO. -- EXPENSES Engineering Right of Way Department Operations Administrative Overhead: 6.54% TOTAL INTERNAL LABOR AND EXPENSES ESTIMATE TOTAL "8": ESTIMATE TOTAL FOR PROJECT: EXHIBIT "C" WOOD RIVER PIPE LINES LLC ADDITIONAL REQUIREMENTS FOR THE RELOCATION OF 12.INCH PIPELINE TO ACCOMMODATE 136lh STREET ROUNDABOUT AND ILLINOIS STREET EXTENSION CARMEL, HAMILTON COUNTY, INDIANA January 2, 2007 1. The pipeline installation work will be accomplished via standard trenching. 2. One crossing of the existing 136th Street roadway will be required and includes removal of a 1 O-foot wide strip of existing asphalt pavement (no saw cutting and no replacement of existing pavement). 3. Buckeye's pipeline contractor shall not be required to replace existing features such as sidewalks or curbing, road pavement or any landscaping features, should removal of any of these existing features be required for pipeline relocation. 4. No traffic controls are required of Buckeye's pipeline contractor. 5. The new pipe will generally be installed with 4 feet of cover except under the roads where there will be 5 feet of cover to the top of finished pavement, under Little Cool Creek where there will be 5 feet of cover to the invert of the creek bed, and in a section that is parallel to the channelized section of the Bently-Oaks Drain where the pipeline shall be installed 5 feet below the invert of the Drain. 6. Buckeye's pipeline contractor will backfill and compact the trenches to existing grade. 7. Carmel's road contractor will not work above the existing 12-inch pipeline until tie-in of the new line is complete and the old pipe is removed or abandoned in place, unless specifically authorized by Buckeye's field inspector. 8. Buckeye will prepare a Construction Stormwater Pollution Protection Plan (SWPPP) and submit the plan to the Hamilton County Soil and Conservation District for approval. Upon receipt of approval, Buckeye will file the necessary Notice of Intent with the Indiana Department of Environmental Management. Start of the project is contingent upon receipt of approval of the SWPPP and Buckeye will not be subject to any penalties for delay of completion of Illinois Street or the 136th Street Roundabout resulting from the SWPPP review and approval process. There will be no permit fees charged to Buckeye. 9. No allowance above the general contingency has been included in the estimate (see Exhibits A and B) for unforeseen conditions such as rock, contaminated soils, groundwater, etc. 10. The schedule is based on the line pipe and fittings required for the relocation are in-stock at the time of procurement. If they are not in-stock, then typical lead times for this material range from 6 weeks to 20 weeks depending on the steel mill. This will increase the project duration beyond the estimated five (5) months.