MEMORANDUM OF UNDERSTANDING
Between
SFPP, L.P.
And
CITY OF ANAHEIM
WHEREAS, SFPP, L.P. a Delaware limited partnership which provides infrastructure for trausportation of refined petroleun products and other liquids血ough pipelines; and WHEREAS, City of Anahe血is a charter city and municipal coxporation; and WHEREAS, City and SFPP, L.P. wish to negotiate a franchise agreement for the operation of ajet fuel line c皿ently located under City right-OfJway; and WHEREAS, the City has iden揃ed a po正on of the existing pipeline aligment located at Lincoln Avenue and Manchester Court that conflicts with the development plan for an adjacent site and therefore, Will require relocation ofthe existing pipeline (the “PrQject”); and WHEREAS, it is anticipated that the new pipeline aligment due to the relocation of a portion ofthe existing pipeline sha11 be addressed in the franchise agreement between the City and SFPP, L.P.; and
WHEREAS, the parties agree that the conceptual realigrment plans provided by SFPP’ L.P. is the preferred aligrment for the PrQject; and
WHEREAS, the Parties desire by this MOU to provide for the tems and conditions with respect to the PrQject, Prior to the finalization ofthe proposed franchise agreement; and NOW, THEREFORE, based upon the mutunl promises contained herein, and for good and valual)le consideration, it is agreed by and between the parties as follows:
AGREEMENT
l. Recitals. The Recitals above are deemed true and correct, are hereby incorporated into this Section as though fully set forth herein, and City and SFPP’L.P. acknowledge and agree that they are each bound by the same.
2. Puroose and Intent. The parties, puapose in entering into this MOU is to cooperate and co11al)Orate tO the maximun extent feasible with respect to the Prqiect.
3. SFPP, L.P. Obligatio哩SFPP, L.P・ agreeS tO the following:
a. sFPP, L.P. shall be responsible for all ofthe costs and expenses related to the PrQject pursuant to the realigment, aS identified in the conceptual realignment plans, attaChed hereto and incoxporated herein as Exhibit A. b. SFPP, L.P. shall conduct feasibility analyses and preliminary engineering ofthe realigment, aS identified in the conceptual realignment plans’attaChed hereto as Exhibit A.
c. sFPP, L.P. sha11 identi車′ all necessary easements and required access for the construction and future maintenance of the PrQject.
d. SFPP, L.P. shall prepare and submit to the City for review and approval a pipeline exhibit depicting the餌I aligment of the pipeline throughout the City and the new aligment iden舶ed in気Option B,,, iden捕ed on Exhibit A. SFPP’ L.P. shall complete the pipelines relocation and have final plans approved by City, in accordance with the Perfomance Schedule, attaChed hereto as Exhibit “B,, and incorporated herein by reference.
e. sFPP, L.P. shall prepare final engineering plans to submit to the City for review and approval for right-Of-Way COnStruCtion permit following approval of the Franchise Agreement・
f.∴ SFPP, L.P. shall be responsible for obtaining any necessary approvals from Union Pacific Railroad Company and/or any other local, State Or federal agencies as may be deemed necessary with respect to the PrQject・ g. sFPP, L.P. shall be responsible for any and all fees related to the PrQject, including but not limited to franchise fees’Pemit fees and inspection fees. h. SFPP, L.P. shall upon completion ofthe PrQject, be allowed to leave the existing pipeline, abandoned in place by nitrogen餌method・
4. Citv Obli蜜ations. City agrees to the fo11owing:
a. The City shall provide timely review and recommendatious on preliminary engineering plans and right of way construction pemit submitted by SFPP, L.P.
b. Following City approval ofthe preliminary engineering plans for血e pipeline realigrment, City shall negotiate a new Franchise Agreement with SFPP’L.P., to be approved by City Council・
c. The City shall record any easements deemed necessary in the furtherance of the PrQject.
2 5. Tem. This MOU shall be effective on and shall continue in e鈍さCt until effective completion date of the Prqject and Franchise Agreement, unless teminated SOOner.
6. Indemnification.
Each Party agrees to indemnify, defend and hold hamless the other Party, its o触cers, trustees, agentS, employees and representatives from and against all claims’demands and actions in comection with the negligent or willful conduct or omissions of the indemnifying Party, its o珊cers, truSteeS, agentS, emPIoyees and representatives in the Perfomance ofthis MOU・
7. Insurance.
SFPP, L.P. must obtain One Mi11ion Dollars ($1,000,000.00 (per occurrence) comprehensive general liability iusurance policy and fumish City w皿a ce正ficate of such insurance prior to commencing work under this MOU. The Risk Manager of City has au血ority to adjust the amount of insurance as he/she may deem necessary.
8. Amendment. This Memorandum shall not be anended without the prior w正ten consent Of each party.
9. Good Faith ofthe Parties. SFPP, L.P. and City agree that each is operating in good faith and in consideration oftheir mutual and respective goals and objectives. The Parties agree to cooperate with each other to complete the tasks contemplated by this MOU; tO enter into all other agreements and execute any documents ne∞SSary for the Pa正es to perfom their respective obligations under this MOU・
10. Entire A餌・eement. This w正ing constitutes the entire agreement between the Pa正es with respect to the s巾ect matter hereof; and supersedes all oral or written representations or w証ten agreements which may have been entered into between the Parties. No modification or revision shall be of any force or effect, unless the sane is in writing and executed by the Parties. If any provision ofthis MOU is held invalid’SuCh invalidity shall not affect the o血er provisions, and to this extent,血e provisions ofthis MOU are severable.
The Parties shall agree言f reasonably practicable, uPOn PrOVisions which are equivalent from an economic point ofview to replace any provision which is detemined to be invalid・
11. Notices. Notice to either Party sha11 be in writing, addressed to the Party to be notified at the address below or to such other address and to such other persons as the Parties may hereafter designate in writing and either (i) personally delivered, (ii) sent by an ovemight courier service such as Federal Express, (iii) sent by first-Class U.S. mail, registered or certified, POStage PrePaid, retum receipt requested, Or (iv) sent by facsimile or electronic mail. Any such notice shall be deemed received: (a) on the date ofreceipt if 3 personally delivered; (b) on the date of receipt as evidenced by the receipt provided by an ovemight courier service, if sent by courier; (c) three (3) business days after deposit in the U.S. mail, if sent by mail; Or (d) on the date faxed or e-mailed as evidenced by dated transmittal.
If to City: City ofAnaheim
Attention: City Clerk
200 S. Anaheim Boulevard
Anaheim, CA 92805
With copy to:
Ifto SFPP, L.P.:
City of Anaheim
Department of Public Works
Attention: Director of Public Works
200 S. Anaheim BIvd, 2nd FIoor
Anaheim, CA 92805
SFPP
Land and Right of Way Department
Attention: Kurtis Johnson
lOOI Louisiana Street
Houston, TX 77002
12. Goveming Law. This MOU shall be govemed by and construed pursuant to the laws of the State of Califomia.
13.坐?igment. Neither Pa巧′ Shall assign皿s MOU nor in any mamer transfer any rights hereunder, without the w血en consent of the other party.
14. Relations咄. Nothing in this MOU shall be construed as creating a partnership言oint venture, Principal-agent relationship’and association between the Parties・ 1 5. EmpIoyees/Independent Contractors・
(a) For puIPOSeS Ofthis MOU, all persons empIoyed by SFPP, L.P. in the perfomance of services and functions with respect to this MOU shall be deemed empIoyees or Contractors of SFPP, L.P. and no SFPP, L.P. empIoyee/Contractor shall be considered as an empIoyee ofthe City under血e jurisdiction of City, nOr Shall such SFPP, L.P. empIoyees/Contractors have any City pension, Civil service, Or Other status while an empIoyee ofSFPP, L.P.. @) SFPP, L.P. shall have no authority to contract on behalf of City. It is expressly understood and agreed by both parties hereto血at SFPP, L・P., W皿e engaged in carrymg out and complying with any tems of this MOU is not acting as an agent, O綿cer, Or employee of City.
4 1 6. Temination. E皿er party may teminate this MOU at any time by giving w血en notice to the o血er party at least ten (1 0) days prior to the effective date oftemination.
17.昼型neyS’Fees: Litigation・ In the event any action or suit is brought by a Party against another Party to enforce or inteIPret this MOU or to protect or establish any rights or remedies hereunder, eaCh Party shall be responsible for its own attomeys’fees and costs.
18. Severability. Ifany provision of皿s MOU is held by a court ofcompetentjurisdiction to be invalid, VOid, Or unenforceable, the remammg provisions will nevertheless continue in full force wi血out being impaired or invalidated in any way・ 1 9. Authority. The person(S) executing this MOU on behalfofthe Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this MOU on behalf of said Party, (iii) by so executing血is MOU, SuCh Party is fomally bound to the provisions ofthis MOU, and (iv) the entering into this MOU does not violate any provision of any other agreement to which said Party is bound・
20. Execution in Counterpart. This MOU may be executed in several counterparts, and all so executed shall constitute one agreement binding on all Parties hereto, nOtwithstanding that all Parties are not signatories to the original or the same counterpart. 21・ Conflicts of Interest. No director, O縦cer’O能cial, rePreSentative, agent Or emPIoyee of either Party shall have any financial interest, direct or indirect, in this MOU・
22. Nondiscrimination. In utilizing the MOU, eaCh Party shall comply with a11 applicable non- discrimination laws and shall not discriminate against any person on account ofrace, COIor, religion, age, SeX, marital status’mental or physical disability, gender, gender identity, gender expression, SeXual orientation, genetic infomation, ethnicity’ethnic group identification, national origin or nationality’anCeStry’Or a PerCePtion that a person has any of these characteristics or that the person is associated with a person who has, Or is perceived to have, any Of these characteristics.
23. Rights and Remedies are Cunulative. Except as may be otherwise expressly stated in this MOU, the rights and remedies ofthe Parties are cunulative, and the exercise by any Party of one or more ofits right or remedies shall not preclude the exercise by it, at the same time or at different times, Of any other rights or remedies for the sane default or any other default by another Party.
24. Ambiguities not to be Construed against Dra餌ng Party. The doctrine that any ambiguity contained in a contract shall be construed against the Party whose counsel has drafted the contract is expressly waived by each ofthe Parties hereto with respect to this MOU・
25. Effective Date. The Effective Date ofthis MOU sha11 be [** Sjgnat〃reS On Fb〃o高ng Page *γ
6 IN WITNESS WHEREOF the Parties hereto have executed this MOU as ofthe Effective SFPP, L.P., a Delaware Limited Partnership
By: Kinder Morgan Operating L.P. “D”, its General
P artner
Its: Sr. Right ofWay Agent
Date.
CITY OF ANAHEIM,
a municipal coaporation
Janes Vandeapool, City Manager
ATTEST :
Theresa Bass, City Clerk ofthe City of Anaheim
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
Bryn M. Morley
Deputy City Attomey
135391
7 Exhibit A
XX XXX
XX
Exhibit B
ID Task Name Duration Start Finish
1 Project Schedule 17.65 monsMon 1/2/23 Wed 5/8/24
2 Open AFE 1 wk Mon 1/2/23 Fri 1/6/23
3 Engineering Scope
Generation
4 wks Mon 1/9/23 Fri 2/3/23
4 Engineering
Bidding & Award
4 wks Mon 2/6/23 Fri 3/3/23
5 Permitting 36 wks Mon 3/6/23 Fri 11/10/23
6 Engineering Design 8.85 mons Mon 3/6/23 Tue 11/7/23
7 Pothole plan
generation
4 wks Mon 3/6/23 Fri 3/31/23
8 30% Design
generation
2 wks Mon 4/3/23 Fri 4/14/23
9 Traffic Control
Plan Generation
and City
Approval
8 wks Mon 4/3/23 Fri 5/26/23
10 Traffic Control
Permit approved
by the City of
Anaheim
1 day Tue 7/25/23 Tue 7/25/23
11 Pothole
Investigation
6 wks Wed 7/26/23 Tue 9/5/23
12 60% Design 4 wks Wed 9/6/23 Tue 10/3/23
13 90% Design 2 wks Wed 10/4/23 Tue 10/17/23
14 IFC Package 1 wk Wed 10/18/23Tue 10/24/23
15 City of Anaheim
Review and
Approval
2 wks Wed
10/25/23
Tue 11/7/23
16 ROW 16 wks Mon 8/21/23 Fri 12/8/23
17 Procurement 4.5 mons Wed 11/8/23 Tue 3/12/24
18 Material Bid 4 wks Wed 11/8/23 Tue 12/5/23
19 Purchase 14 wks Wed 12/6/23 Tue 3/12/24
20 Construction 7.3 mons Wed 10/18/2 Wed 5/8/24
21 Construction SOW3 wks Wed 10/18/23Tue 11/7/23
22 Job Walk 1 day Wed 11/8/23 Wed 11/8/23
23 Bid/Review 6 wks Thu 11/9/23 Wed 12/20/23
24 Award 2 wks Thu 12/21/23Wed 1/3/24
25 Mob 2 wks Thu 1/4/24 Wed 1/17/24
26 Construction
activities
4 mons Thu 1/18/24 Wed 5/8/24
17.65 mons
Open AFE
Engineering Scope Generation
Engineering Bidding & Award
Permitting
Pothole plan generation
30% Design generation
Traffic Control Plan Generation and City Approval
Traffic Control Permit approved by the City of Anaheim
Pothole Investigation
60% Design
90% Design
IFC Package
City of Anaheim Review and Approval
Material Bid
Purchase
Construction SOW
Job Walk
Bid/Review
Award
Mob
Construction activities
S N J M M J S N J M M J S N J M M J S N J M M J S N J
2020 Half 1, 2021 Half 2, 2021 Half 1, 2022 Half 2, 2022 Half 1, 2023 Half 2, 2023 Half 1, 2024 Half 2, 2024 Half 1, 2 Task
Split
Milestone
Summary
Project Summary
External Tasks
External Milestone
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration‐only
Manual Summary Rollup
Manual Summary
Start‐only
Finish‐only
Deadline
Progress
Manual Progress
Project: Project Schedule ‐ Missio
Date: Wed 7/26/23