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BP Pipelines, Inc., /Southwest Arterial Project Utility Relocation Reimbursement Agreement Copyrighted July 17, 2017 City of Dubuque Consent Items # 20. ITEM TITLE: BP Pipelines, Inc., /Southwest Arterial Project Utility Relocation Reimbursement Agreement SUMMARY: City Manager recommending approval and authorization for the City Manager to execute a Phase I I — Construction Utility Relocation Reimbursement Agreement with BP Pipelines (North America) Inc. for the relocation of a petroleum distribution pipeline impacted by the Southwest Arterial and the future East Grading Phase I I Project. RESOLUTION Approving a Phase I I Construction Utility Relocation Reimbursement Agreement with BP Pipelines (North America) Inc. for the relocation of a petroleum distribution pipeline associated with the East Grading Project and the continued development and advancement of the Southwest Arterial Project SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type BP Pipeline Utility Relocation Reimbursement City Manager Memo Agreement-MVM Memo Staff Memo Staff Memo Resolution Resolutions BP Reimbursement Agreement Supporting Documentation Area Map Supporting Documentation THE COF Dubuque DtUB E All-America City Masterpiece on the Mississippi 1 1 1 1" 2009•2012•2013•2019 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Southwest Arterial Project BP Pipeline Utility Relocation Reimbursement Agreement – Phase 2 Construct Iowa DOT Project No. HDP-2100 (667)-71-31 DATE: July 11, 2017 Assistant City Engineer Bob Schiesl recommends City Council approval and authorization for the City Manager to execute a Phase II – Construction Utility Relocation Reimbursement Agreement with BP Pipelines (North America) Inc. for the relocation of a petroleum distribution pipeline impacted by the Southwest Arterial and the future East Grading Phase II Project. I concur with the recommendation and respectfully request Mayor and City Council approval. IVZSIA-�, Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Robert Schiesl, Assistant City Engineer Gus Psihoyos, City Engineer THE CITY OF Dubuque ik UBE All-America City 1 1.I Masterpiece on the Mississippi III 2007•2012•2013•2017 TO: Michael C. Van Milligen, City Manager Gus Psihoyos, City Engineer FROM: Robert Schiesl, Assistant City Engineer SUBJECT: Southwest Arterial Project BP Pipeline Utility Relocation Reimbursement Agreement - Phase 2 Construct Iowa DOT Project No. HDP-2100 (667)--71-31 DATE: July 11, 2017 INTRODUCTION The purpose of this memorandum is to seek City Council approval and authorize the City Manager to execute a Phase II - Construction Utility Relocation Reimbursement Agreement with BP Pipelines (North America) Inc. (BP) for the relocation of a petroleum distribution pipeline impacted by the Southwest Arterial and the future East Grading Phase II project. BACKGROUND Through the continued collaborative partnership between the Iowa DOT staff and the City, the Memorandum of Understanding (MOU), was signed on August 9, 2013, and the Transfer of Roadway Jurisdiction (TOJ), was signed on November 7, 2016. Following the execution of the MOU and TOJ, the City is continuing as the lead agency for the multiple project development phases for completing the Southwest Arterial and is responsible for completing the following improvement projects: Project Description Status Final Engineering Design Underway Right-of-Way Property Acquisition Completed BHE Gas Pipeline Utility Relocation Completed BP Gas Pipeline Utility Relocation Summer/ Fall 2017 North Cascade Road Reconstruction Completed English Mill Road Reconstruction Punch List Items Military Road Reconstruction Underway As outlined in the MOU and TOJ, the City is responsible for the relocation of impacted utilities. Prior to beginning the East Grading Phase II project, the City needs to relocate an existing in-service 10-inch petroleum distribution pipeline which is owned and Service People Integrity Responsibility Innovation Teamwork operated by BP. The BP pipeline is located on its own private easements upon land acquired by the City for the Project. Utility Relocation Reimbursement Agreement Upon reviewing the Iowa Department of Transportation (Iowa DOT) Federal-aid Participation in Utility Relocations, it has been determining the BP utility relocation is eligible. However, due to the federal regulatory requirements, it was determined that a more efficient way of completing the associated relocation work would be to separate the work into two (2) phases. On February 6, 2017, City Council authorized (Resolution No. 41-17) and entered into a Phase I - Design Utility Relocation Reimbursement Agreement with BP. The Phase I - Engineering Design is not eligible for federal-aid funding. The Phase I - Engineering Design phase is nearing completion and the City is now able to proceed with executing an agreement with BP for the Phase II - Utility Construction Relocation. The Phase II construction relocation will be federal-aid eligible. The development of the Utility Relocation Reimbursement Agreement has been a very long collaborative effort between BP, the City and Iowa DOT staff, Bryan Bradley, State Utility Engineer. The City utilized a State of Oklahoma standard federal aid agreement template and made minor revisions and additions so that the agreement was applicable to the City's specific project. ELIGIBLE COSTS Upon reviewing I.M. No. 3.650, Federal-aid Participation in Utility Relocations, and after determining the utility relocation is eligible, the City believes that all associated activity costs (e.g., materials, labor, equipment, and overhead, etc.) are eligible. Engineering BP will be using in-house staff resources to complete the following eligible work and operational services: a. Engineering and Administration Services for soliciting competitive bid proposals for the procurement of materials required. b. Purchase of eligible materials required to complete the relocation work. c. Engineering and Administration Services for soliciting competitive bid proposals from contractors to complete the relocation work. d. Contract with the lowest responsible, responsive bidder for construction contract labor to complete the relocation work. e. Engineering, Administration and Inspection Services for the work performed at the construction stages. f. Engineering and Administration for the work performed at the final completion and project close out stages. The above eligible costs are summarized in the scope of work and estimate of probable cost, shown as Exhibits B and C of the Relocation Reimbursement Agreement. Service People Integrity Responsibility Innovation Teamwork Right-of-Way BP owns and operates the impacted 10-inch petroleum distribution pipeline located on its own private easement through and upon property acquired by the City for the project, Parcels 151a, 152, and 161 . As part of relocation agreement, the City will provide a Grant of Permanent Easement for BP to operate, access, repair and maintain the pipeline utility within the established future highway right-of-way. In return, BP has agreed to relinquish all rights granted to BP for those portions of existing pipeline easements to be vacated after relocation and to subordinate certain specified rights of its easements within the land acquired by the City for said future highway right-of-way. The associated costs for securing the replacement relocation easements are not included as part of this agreement since the acquisition costs have already been incurred. Construction Per the terms and conditions of the Utility Relocation Reimbursement Agreement, BP will solicit competitive bids from BP's pre-approved Master Service Agreement for outsource construction contractors to complete the relocation or adjustment work. BP will contract with the lowest responsible, responsive bidder for construction contract labor and equipment to complete the relocation or adjustment work. FUNDING SUMMARY The estimate of probable cost for the utility relocation work is as follows: Description Estimated Cost Material & Equipment Cost $ 279,000 Construction Contract Labor Cost 764,180 Consultant Services Cost 196,000 BP Staff Direct Costs 97,900 SUBTOTAL - UTILITY RELOCATION COST: $ 1,337,080 BP Indirect and Overhead Cost (15%) 185,877 TOTAL - UTILITY RELOCATION COST: $ 1,522,957 * BP Overhead Cost = 15% x (Material Costs + Contract Labor + Consultant Costs) The anticipated project funding is summarized as follows: Fund Description Fund Amount Federal SAFETEA-LU Funding (80%) $ 358,366 DMATS STP Funding (80%) 860,000 Local Funding - City (10%) 152,296 Local Funding - County (10%) 152,295 Total Project Funding $ 1,522,957 Service People Integrity Responsibility Innovation Teamwork RECOMMENDATION I recommend that the City Council authorize the City Manager to execute a Phase II — Construction Utility Relocation Reimbursement Agreement with BP Pipelines (North America) Inc. (BP) for the relocation of a petroleum distribution pipeline impacted by the Southwest Arterial and the future East Grading Phase 11 project. ACTION TO BE TAKEN The City Council is requested to authorize the City Manager to execute a Phase 11 — Construction Utility Relocation Reimbursement Agreement with BP Pipelines (North America) Inc. (BP) for the relocation of a petroleum distribution pipeline impacted by the Southwest Arterial and the future East Grading Phase 11 project through adoption of the attached resolution. Prepared by Robert Schiesl, Assistant City Engineer cc: Jenny Larson, Budget Director Ken Yanna, Kent Ellis, Roget Walton, Iowa DOT Chandra Ravada, ECIA F:\Projects\Southwest Arterial\Utility Coordination - Relocation\BP Pipeline\Council and Staff Documents Service People Integrity Responsibility Innovation Teamwork gyp• BP PIPELINE RELOCATION :.3...... .....,•.......... Access Road 'C' 11 # ayµ- Access Knapp Jahn L : Road 'B' ••�..........•. lfil t v .� : • d " �� •� � Reebr,El:zabelh 1508 p e_.� • . 1; Valentine,Ronald L& Modene N \ \ • `t Bike 151 �� /'�•• � .� _�� A � r 1 008 152 \ / plentlne,Ronald L& Modene - Kmv,VAlliam J. _ ,, � • - EPq SBP PIPELINERW� �em 15 a01 161 O! 176 Ronoaay, & Ja eM. Valentine,Gary L. Tm V i 175 Dennieni.C. O& Susan D. '?0 combed, 1 +• / p� 174 David L. & Shirley A. � O Y.; Lambed, 173 Michael D. & Chds A. ,y a tea. >>O �o - Bike Trail -- Q _ • � _ t � � t ;. fin RESOLUTION NO. 259-17 RESOLUTION APPROVING A PHASE II CONSTRUCTION UTILITY RELOCATION REIMBURSEMENT AGREEMENT WITH BP PIPELINES (NORTH AMERICA) INC. FOR THE RELOCATION OF A PETROLEUM DISTRIBUTION PIPELINE ASSOCIATED WITH THE EAST GRADING PROJECT AND THE CONTINUED DEVELOPMENT AND ADVANCEMENT OF THE SOUTHWEST ARTERIAL PROJECT Whereas, the City is proceeding with the proposed East Grading Project (hereafter Project) in accordance with its plans and specifications, which the City has designed as part of the Southwest Arterial Project; and Whereas, prior to the City commencing work on the Project, the City needs to have an existing in-service 10 -inch petroleum distribution pipeline relocated; and Whereas, the 10 -inch petroleum distribution pipeline is owned and operated by the BP Pipelines (North America) Inc. (hereafter BP) and located on its own easements upon land acquired by the City for the Project shall be relocated in accordance with a Phase II — Construction Utility Relocation Reimbursement Agreement (hereafter Agreement); and Whereas, it has been determined that the utility relocation to be completed by BP shall be separated into a Phase I - Engineering Design and a Phase II - Utility Construction Relocation; and Whereas, on February 6, 2017, City Council authorized (Resolution No. 41-17) and entered into a Phase I - Design Utility Relocation Reimbursement Agreement with BP; and Whereas, the Phase I - Engineering Design phase is nearing completion and the City is now able to proceed with executing an agreement with BP for the Phase II - Utility Construction Relocation; and Whereas, BP shall initially pay all costs to relocate and adjust its facilities as covered by the Agreement; and Whereas, upon reasonable satisfactory completion the City will pay BP for said eligible reimbursement costs as covered by the Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA, THAT: Section 1. That said Phase II - Construction Utility Relocation Reimbursement Agreement between the City of Dubuque and BP Pipelines (North America) Inc. is hereby approved. Section 2. That the City Manager be authorized and directed to execute three copies of said Agreement between the City of Dubuque and BP Pipelines (North America) Inc. for the relocation of the petroleum distribution pipeline associated with the Project and the continued development and advancement of the Southwest Arterial Project. Passed, approved and adopted this 17th day of July 2017. Attest: Kevin . i-irnstahl, ity Clerk (°1/4" Roy D. Buol, Mayor Page 1 of 7 CITY OF DUBUQUE AGENCY UTILITY RELOCATION AGREEMENT PHASE 2 - EXECUTE CONSTRUCTION RELOCATION Agreement No.: U-BP-PP05-2017-667-71-31 Project: Southwest Arterial (U.S. 52) Project No.: HDP‐2100 (667)‐‐71‐31 County: Dubuque County, Iowa Location: Sec. 03, 10, & 11 -88N-2E Knepper Lane Relocation - SW Arterial PP05 BP Reference: 4000 - 766, 765, 764, 763, & 762 TPR: 6486 Work Description: Phase 2 – Execute construction relocation; including materials, labor, and equipment to relocate or adjust existing in-service 10” pipeline facilities. THIS AGREEMENT, made and entered into this 8th day of, August 2017 (“Effective Date”), by and between BP Pipelines (North America) Inc., a Maine corporation, whose address is 30 South Wacker, 10S-322, Chicago, Illinois 60606 (hereinafter referred to as "Company”) and City of Dubuque, whose address is 50 W. 13th Street, Dubuque, Iowa 52001 (hereinafter referred to as "CITY”). WITNESS TO THAT WHEREAS, the City proposed to proceed with the East Grading Project (NHSX-032-1 (50)--3H- 31) in accordance with its plans and specifications, which the City has designed as part of the Southwest Arterial (U.S. 52) Project (hereafter Project), and; WHEREAS, prior to the City commencing work on the Project, the City needs to have the existing in-service 10” Whiting-Dubuque distribution pipeline relocated and adjusted as generally shown and depicted on the attached Exhibit “A”), and; WHEREAS, the 10” Whiting-Dubuque distribution pipeline is owned and operated by the Company and located on its own easements upon land that has been acquired by the City for constructing the proposed Project, and; WHEREAS, the proposed Project and such improvements will necessitate the relocation and adjustment of the Whiting-Dubuque facilities by Company (scope of work is further described in the attached Exhibit “B”), and; WHEREAS, the total estimate of probable eligible cost ($1,522,957) required by the Project for the relocation and adjustment of Company facilities and estimated City share of such costs are shown on the itemized estimate of probable cost included in Exhibit "C", and; WHEREAS, it is understood that said Project is to be financed in part from funds appropriated by the United States and expended under its regulations, that acceptance of work and procedure in general are subject to Federal Laws, Rules, Regulations, Orders, and Approvals applying to it as a Federal Project, and that costs for items entering into the improvement are reimbursable to the City in such amounts and forms as are proper and eligible for payment from Federal Funds. Reference is made to U.S. Department of Transportation, Code of Federal Regulations, Title 23, Parts 645A, 645B and 635.410, and the Iowa Department of Transportation Utility Accommodation Policy, and; Southwest Arterial Project Agency Utility Relocation Agreement Page 2 of 7 WHEREAS, the City reserves the right to cancel this Agreement at any time prior to the beginning of the relocation or adjustment of the facilities of this Company, and; WHEREAS, the City agrees to pay the Company for the proportionate share of the actual cost incurred related to the Phase 2 - execute construction relocation scope of work, if for any reason the City cancels this Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Company agrees: 1. To prepare a detailed estimate of the cost of work to be performed in accordance with the Iowa Department of Transportation Utility Accommodation Policy, and such estimate of cost must be attached and be a part of this Agreement. The estimate will include: (1) The accounting system to be used in computing the relocation costs; (2) Credit for Expired Service Life setting forth therein the conditions on which such credit was determined or complete justification if the credit is not applicable; and; (3) Whether equipment costs are developed from experience records. 2. To include the costs for backfill and compaction of any trenches or holes within the right-of- way limits in the estimate of costs. The backfill will be placed and compacted to a density as directed by the City Engineer, but will not be compacted to less than that of the adjacent soil. 3. Any and all existing fencing that may require alteration during the utility relocation process shall be restored to its original condition during and after the time of the utility relocation or adjustment. It is the responsibility of the Company to ensure that the integrity of the fencing is not compromised at any time to an extent in which it prevents the fencing from performing its intended purpose. 4. To prepare drawings showing the present, temporary and proposed location of its facilities with reference to the centerline of survey and/or the new or existing right-of-way lines using highway stationing in both plan and profile. Delineate details, including date of installation, class, and type of present facility. To comply with all applicable laws and regulations necessary to meet the City’s requirements for pollution prevention, including discharges from storm water runoff from the utility relocation or adjustment. Company further agrees to secure a National Pollutant Discharge Elimination System (NPDES) Permit from the City, when required. It is agreed that the project plans and specifications, required schedules for accomplishing the temporary and permanent erosion control work, the storm water pollution prevention plans and the appropriate location map contained in the plans constitute the Storm Water Management Plan for the project previously described in the document. Company agrees to have daily operational control of those activities, at the site, necessary to ensure compliance with plan requirements and permit conditions. Company agrees to file the Notice of Intent (NOI), when required, for a general construction NPDES Permit from the City, which authorizes discharges of storm water associated with construction activity from the project site identified in this document. Such drawings will be attached to and become a part of this agreement. 5. To begin the process of relocation or adjustment of the facilities as shown on the plans and covered by this Agreement within a reasonable time, depending on the availability of material and work forces, but the actual time must not exceed thirty (30) days after receipt of notice from the City to do so, and in no event, proceed with any relocation or adjustment work until Southwest Arterial Project Agency Utility Relocation Agreement Page 3 of 7 such notice is received. To inform the City Engineer of: (1) The proposed starting date, prior to commencing work, and continually maintaining liaison with his/her office for the duration of the physical relocation; (2) The materials to be disposed of by scrapping, or sale, and to inform him/her of a time and place for his/her inspection thereof; (3) The date work is completed. 6. Compliance with the Buy America Requirements: A. In accordance with the BUY AMERICA requirements of the Federal Regulations (23 U.S.C. 313 and 23 CFR 635.410) all manufacturing processes, including the application of coating, for predominantly steel and iron products furnished for permanent incorporation into the work on this project shall occur in the United States. A product is considered to be manufactured "predominantly of steel and iron" if the product is at least 90% steel or iron content (measured by weight) when it is delivered to the job site for installation. For clarification, a job site includes the sites where precast concrete projects are manufactured. "All manufacturing processes" are defined as any process required to change the raw ore or scrap metal into the finished steel or iron project (smelting, rolling, extruding, bending, etc.). "Coating" is defined as any process which protects or enhances the value of the steel or iron produce to which the coating is applied (epoxy, galvanizing, painting, etc.). Products of steel include, but are not limited to, such products as steel pipe, steel encasement, reinforced concrete pipe, steel electrical poles, conductor wire, etc. Products of iron include, but are not limited to, such products as ductile iron pipe. The coating material is not limited to this clause, only the application process. The following materials are exempt, unless processed or refined to include substantial amounts of steel or iron material, and may be used regardless of source in the domestic manufacturing process for steel or iron material:  Raw Materials (iron ore or alloys)  Scrap  Pig Iron  Processed, pelletized, and reduced iron ore material  Aluminum  Brass  Copper For recycled steel, only the manufacturing processes to produce steel products must occur domestically beginning at the point where the recycled steel is melted. B. Minimal Use Request - The federal regulations do not prevent the use of miscellaneous steel or iron components, subcomponents and hardware necessary to encase, assemble and construct certain highway products and manufactured products that are not predominately steel or iron if the cost of such materials used does not exceed one tenth of one percent (0.1%) of the total contract price or $2,500.00, whichever is greater. The value of any foreign material to be used includes the cost of the material as well as any shipping and taxes. Southwest Arterial Project Agency Utility Relocation Agreement Page 4 of 7 The Company must submit a written request to the City Engineer which includes the origin and value of any foreign material to be used. This request must be submitted prior to the work being performed. C. Compliance with Buy American Requirements - The Company's responsibility for meeting the Buy America requirements are as follows: a) Before any work begins that incorporates steel or iron products into the project, the Company shall submit a project specific certification letter stating that all manufacturing processes involved with the production of these projects will occur in the United States, along with project specific certification letters from each subcontractor and supplier of steel or iron products for the project. b) For each steel or iron product, the Company will be responsible for providing to the City all documentation required to verify that each product complies with Buy America. The Company must also provide a completed "Certificate of Materials Origin" form for each steel or iron product incorporated into the project. c) The "Certificate of Materials Origin" form is attached to this agreement as Exhibit “D”. Records shall be maintained by the Company and the City. The certification shall include a signed mill test report and/or a signed certification by EACH supplier, distributor, fabricator, or manufacturer that has handled the steel or iron product affirming that every process, including the application of the coating, performed on the steel or iron project has been carried out in the United States in accordance with the requirements of the corresponding category listed below. In most instances, determination of compliance with Buy America requirements should be achieved prior to incorporating the project into the work. If not, the City Engineer will be responsible for withholding payment for this work until compliance has been determined. d) The City shall retain records of the Buy America certifications provided by the Company as part of its Federal-aid project file. e) The lack of these certifications will be justification for rejection of the steel and/or iron product or nonpayment of the work. 7. That no contract with any individual will be entered into without meeting the requirements of the Iowa Department of Transportation Utility Accommodation Policy. That contract work for technical services, professional services or other labor classifications involved in the rearrangement of the facility proposed under this Agreement will be supported by a statement to the effect that, “The Company is not adequately staffed or equipped to perform such work with its own forces”. Proper approval must be obtained in accordance with the Iowa Department of Transportation Utility Accommodation Policy prior to executing a contract with any outside firm or continuing contractor. 8. The City desires to construct a new highway Project on part of the land subject to the easement of the Company and further desires the Company to subordinate its easement rights to the City and the Company agrees execute and deliver to the City, on forms supplied by the City, a Partial Disclaimer of Interest in Realty as shown on the attached Exhibits “E, E1, E2, and E3”, for the vacating and relinquishment of all easement rights for those segments located within rights-of-way acquired by the City for this Project. Southwest Arterial Project Agency Utility Relocation Agreement Page 5 of 7 9. The City shall deliver to the Company, an executed Grant of Permanent Easement agreement as shown on the attached Exhibits “F and F1”, to allow for the Company’s perpetual use of public highway right-of-way to occupy, rights to operate, access, repair and maintain facilities within the established public highway right-of-way. 10. The City shall deliver to the Company, an executed Subordinate of Easement Agreement as shown on the attached Exhibits “G, G1, and G2”, to allow for the Company’s perpetual use of public highway right-of-way to occupy, rights to operate, access, repair and maintain facilities within the established public highway right-of-way. 11. Billing and Final Payment A. The Company may elect to provide the City with a progress invoice at various stages of the utility relocation and adjustment effort (progress payments) for materials or contract labor expenses incurred prior to the date of the invoice. B. If more than one progress payment is requested, upon substantial completion, the total of all progress payments will not exceed 95 % of the actual costs of work completed. C. Upon satisfactory completion of the work, City and Company hereby agree to a 5 % retainage until an audit of actual expenditure costs incurred is completed, a Certificate of Final Completion is issued, and a Final Payment Invoice is received. D. Company shall submit to the City, within six (6) months after satisfactory completion of relocation or adjustment of their facilities under this Agreement, a Final Payment Invoice, with a certified statement of final costs with supporting documentation as reasonably requested by City in accordance with the provisions of this Agreement. E. Upon receipt of a Certification of Final Completion and all requested supporting final cost documentation, the City will request that an external audit of final costs be performed by the Iowa Department of Transportation. The audit will be completed within sixty (60) calendar days and the City shall issue payment to the Company for the authorized Final Invoice. F. Company’s accounts, and the accounts and records of any contractor or sub-contractor involved in carrying out the work, shall be kept in such manner that they may be readily audited and actual costs determined, and such accounts shall be available for audit by auditors of or by the City for a period of eighteen (18) months from date final payment has been received by Company. In consideration of the faithful performance by the Company of the foregoing, the City agrees: To reimburse the Company for the actual costs of work completed, prorated on the basis of the following percentage or for the lump sum as proposed: Upon Substantial Completion Company shall be reimbursed 95 % of Actual Expenditure Costs Incurred Upon Certificate of Final Completion Company shall be reimbursed the 5 % retainage amount as Final Payment It is understood this Agreement does not change the rights or obligations of the Company as they exist in accordance with present State Law. 12. Signatures Southwest Arterial Project Agency Utility Relocation Agreement IN WITNESS WHEREOF the Parties hereto have caused the agreement to be executed by their duly authorized officers on the dates below indicated. INC. 5P1P' Executed by the Company this _Lf_._=fl_f"l __ day of Aqgu @t '2017. State of fl\ 1 0016 County of [W K I ss. (Print Name) (Print Title) Executed by the City of Dubuque this ~ day of ~~ , 2017. ss . Page 6 of 7 CITY OF DUBUQUE By __ ~,t~~==~~====--- (Signature) Michael C. Van Milligen (Print Name) City Manager (Print Title) Southwest Arterial Project Agency Utility Relocation Agreement Executed by the Iowa Department of Transportation this ~~ day of A V) (IS f-. 2017 . IOWA DEPARTMENT OF TRANSPORTATION Accepted for FHWA Authorization ** By ___,.~=+-.=....:...__c! -=--=Yt;=-----7 (Signature) Yev.rL. EIJ~:s (Print Name) (Print Title) **The Iowa DOT is not a party to this agreement. However, by signing this agreement, the Iowa DOT is indicating the work proposed under this Agreement is acceptable for FHWA authorization of Federal funds . Page 7 of 7 REVISION DESCRIPTIONNO. REV.DATE US Pipelines & Logistics PREPARED BY: x x EXHIBIT A NOT FOR CONSTRUCTION EXHIBIT B AGENCY UTILITY RELOCATION AGREEMENT PHASE 2 - EXECUTE CONSTRUCTION RELOCATION SCOPE OF WORK The scope of work to be performed by the Company shall include all phases of administration and construction for the relocation or adjustment of facilities impacted by the Project and shall be completed in accordance with generally accepted standards of practice. The Company is not limited or constrained to the scope of work as outlined and the final scope of work may be adjusted to remove items not required or to include items not listed, if it is determined that additional task items are needed to complete the relocation and adjustment of said facilities. The contemplated scope of work and operations to be completed by the Company may consist of the following: 1. Company services for soliciting competitive bid proposals from the Company’s pre-approved Master Service Agreement vendors for the procurement of materials required. 2. Purchase of materials from the Company’s pre-approved Master Service Agreement vendor(s) to complete the relocation or adjustment work. 3. Company services for soliciting competitive bid proposals from the Company’s pre-approved Master Service Agreement for outsource construction contractors to complete the relocation or adjustment work. 4. Contract with the lowest responsible, responsive bidder for construction contract labor and equipment to complete the relocation or adjustment work. 5. Consultant engineering, construction management and inspection services for the work performed at the construction stages. 6. Company services for the work performed at the final completion and project close out stages. 7. Upon execution of the Phase 2 - Execute Construction Relocation Agreement, the Company will proceed with reasonable promptness to solicit competitive bids for the procurement of materials and construction contract labor covered by this agreement. The Company shall provide the City with documentation of the bid procurement process and an itemized tabulation of the bids to the City for review. After receiving bids, the Company will provide the City a contract award proposal for the procurement of materials and contract labor. After review and concurrence of the contract award proposal, the City will provide written authorization to proceed with work. 8. Upon receipt of written notice to proceed from the City, the Company shall relocate and adjust its facilities in a reasonably satisfactory manner that will not interfere with the Project. The Company shall notify the City Engineer of the date on which Company work begins in the project area and of the anticipated completion date. The Company will also inform the City when each phase of the work is completed. If a change in schedule is warranted, it shall be approved by the City Engineer. 9. The Company shall initially pay all costs to relocate and adjust its facilities as covered by this agreement. Upon reasonable satisfactory progress as the work is underway, the Company may elect to provide an itemized monthly progress payment for expenditures incurred. 10. If there are changes to the scope of work approved by the agreement (e.g., extra work, significant changes to the plans, specifications, or estimates), an amendment to the agreement, written change, or extra work order must be approved by the City. Absent such documentation, Federal funds may not participate in the additional costs associated with such changes. 11. If there are unforeseen site conditions encountered during the utility relocation and adjustment work (e.g., rock, high ground water conditions, unsuitable soils, pipe wrap or coating materials) which may cause changes to the cost of the awarded contract, the Company shall promptly notify the City of such conditions and a written change order or extra work order must be approved by the City. Absent such documentation, Federal funds may not participate in the additional costs associated with such changes. 12. The City shall allow the Company and its contractor(s) to be a co-permitee under the City’s National Pollutant Discharge Elimination System (NPDES) Permit for the project. 13. The Company shall be responsible for providing construction staking for both horizontal and vertical alignment for the utility relocation and adjustment work. 14. The Company shall be responsible for providing as-built construction drawing for both horizontal and vertical alignment for the utility relocation and adjustment work. 15. The Company shall be responsible for the removal and disposal of the vacated and retired segments of 10" pipe located within the limits of the right-of-way corridor. Company shall comply with all federal, state, and local environmental laws and regulations concerning the removal and disposal of the vacated and retired segments of pipe. Company will hold harmless City for any damages caused by Company's negligence or willful misconduct in the removal or disposal of the vacated and retired segments of pipe. Southwest Arterial Project Construction Project No. HDP‐2100(667)‐‐71‐31 Relocation of 10" Whiting-Dubuque Distribution Pipeline 200 Materials Equipment Materials Construction Labor Consultant Services BP Staff Amount 210-220 Civil / Concrete 93,180$ 93,180$ 230 Structural Steel 260 Piping 82,000$ 421,000$ 503,000$ 270 Electrical 280 Instrumentation 290 Protective Coatings, Insulation 4,000$ 3,000$ 7,000$ 240 Buildings & Architectural 299 Other Bulk Materials 400 Field Indirect & Overheads Equipment Materials Construction Consultant BP Amount 410 Const Mgmt: BP CM, 3rd Party Oversight 70,000$ 49,000$ 119,000$ 420 Construction Equipment 430-470 Mob‐Demob/Const Super/Temp Facs/Services 142,000$ 24,000$ 166,000$ 490 Other Indirects 14,000$ 14,000$ 500 Contractor Engineering Services Equipment Materials Construction Consultant BP Amount 510‐520 Engineering, D&D 67,000$ 67,000$ 530 Misc Engineering Services 6,000$ 4,000$ 10,000$ 570 Inspection Services: QA / QC 6,000$ 6,000$ 599 Other Engineering Services 600 Other Project Costs Equipment Materials Construction Consultant BP Amount 610 Permits 4,000$ 4,000$ 620 Demoltion / Abandonment 219,000$ 219,000$ 630 Environmental 680 Special Costs (Tax&Freight) 17,000$ 17,000$ 699 Other Project Costs 20,000$ 20,000$ 700 BP Costs Equipment Materials Construction Consultant BP Amount 710-750 Project Team, Controls, Procurmnt 67,000$ 67,000$ 760 ROW Costs (Access, Restore, Buy) 770 Project Assurance/Benchmarking 3,900$ 3,900$ 799 Other BP Costs 800 Start-up & Commissioning Equipment Materials Construction Consultant BP Amount 810-890 All Start‐Up & Commissioning 21,000$ 21,000$ Material & Equipment Cost 279,000$ * Construction Contract Labor Cost 764,180$ * Consultant Services Cost 196,000$ * BP Staff Direct Costs 97,900$ SUBTOTAL ‐ UTILITY RELOCATION COST: 1,337,080$ 1,337,080$ BP Indirect and Overhead Cost (15%) 185,877$ * TOTAL ‐ UTILITY RELOCATION COST: 1,522,957$ Line Item Description 210-220 Construction contract labor and equipment 260 Pipeline material costs and construction contract labor and equipment to install 290 Pipeline material costs and construction contract labor and equipment to install 410 430-470 490 Insurance costs for material 510‐520 Consultant services for engineering design support during construction, provide as‐built record drawings 530 Consultant services for construction surveying and as‐built survey costscosts. Material cost is for Hydrotest 570 Costs associated with weld testing and hydrotest verification by BP personnel and/or a 3rd party depending on availability 610 Permits required for pipeline relocation 620 Construction contract labor and equipment for the demoltion, removal, and abandonment of retired pipeline 680 Tax and freight costs for the procurement and delivery of materials 699 Equipment required at the 2‐tie in locations 710-750 BP internal project team direct costs associated with procurement, controls, and contracts 770 810-890 BP internal project team costs during the switch over and restart of the pipeline Estimate of Probable Cost Summary Consultant services for construction management and field observation / inspection services. Material cost for x‐ray and mag particle testing required for all the welds. All welds will have to be 100% tested and inspected. BP internal project team costs associated with benchmarking the project to ensure material, construction, surveying, and inspection costs are within industry standards EXHIBIT C Mobilization: Contractor preconstruction expenses and the cost of preparatory work and operations setup (Equipment, staging, temporary facilities, temporary power, security measures for staging area, construction office and equipment). Demobilization: Removing and transporting equipment/material/personnel; site cleanup and restoration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ipelines & Logistics PREPARED BY: x x EXHIBIT E BP VACATE EASEMENT INTEREST E1 E3 E2 REPLACEMENT EASEMENT EXISTING EASEMENT EXISTING EASEMENT BP REPLACEMENT EASEMENT BP EXISTING EASEMENT TO REMAIN E1 VACATE EASEMENT - KRESS E2 VACATE EASEMENT - KNEPPER E3 VACATE EASEMENT - REUTER Prepared by: Robert D. Schiesl, Assistant City Engineer, City of Dubuque, City Hall, 50 W 13 th Street, Dubuque, Iowa 52001 Return to: Robert D. Schiesl, Assistant City Engineer, City of Dubuque, City Hall, 50 W 13th Street, Dubuque, Iowa 52001 Partial Disclaimer of Interest in Realty Parcel 152 - Kress Project No. HDP䇲㻞㻝㻜㻜㻌㻔㻢㻢㻣㻕䇲䇲㻣㻝䇲㻟㻝 CITY OF DUBUQUE PARTIAL DISCLAIMER OF INTEREST IN REALTY County Dubuque Project No.HDP-2100 (667)--71-31 Agreement No.U-BP-PP05-2017-667-71-31 BP Pipelines (North America) Inc., a Maine corporation, with principle office located at 30 South Wacker, 10S-322, Chicago, Illinois 60606, has certain interests and rights to an easement granted to Standard Oil Company on May 27, 1946, and recorded July 26, 1946, in Book L36, Page 72, in the office of the Dubuque County Recorder and shown on Exhibit "E1" attached does hereby relinquish all rights granted to said corporation to the portions of existing easement to be vacated as shown on attached Exhibit "E1." Executed by the Company this __________ day of ________________, 2017. BP PIPELINES (NORTH AMERICA) INC. By ____________________________________ (Signature) ______________________________ (Print Name) ______________________________ State of __________________(Print Title) County of ________________: ss. On this day of , 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared and to me personally known, who, being duly sworn, did say that they are the and , respectively, of said corporation; that (no seal has been procured by the said) (the seal affixed thereto is the seal of said) corporation; that said instrument was signed (and sealed) on behalf of said corporation by authority of its Board of Directors; and that they, as such officers, acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily executed. (SEAL)(Sign in Ink) (Type/Print Name) Notary Public for said State EXHIBIT E1 K N E P P E R L A N E 0 SCALE EXHIBIT E1 150 300 SEC 11-88-2E NW1/4 NW1/4 FD SCM NW COR SEC 11-88-2E FD SCM N1/4 COR SEC 11-88-2E N87°20'18"E 2638.87' FD I.P. W/YELLOW CAP NO. 14417 SW COR NW1/4 NW1/4 SEC 11-88-2E SEC 11-88-2E W LINE NW1/4 NW1/4 N02°04'49"W 1323.70' SEC 11-88-2E N LINE NW1/4 NW1/4 PLAT SHOWING PORTION OF EXISTING BP PIPELINES (NORTH AMERICA) INC. (GRANTED TO STANDARD OIL COMPANY ON MAY 27, 1946) EASEMENT TO BE VACATED SOUTHWEST ARTERIAL CITY OF DUBUQUE, DUBUQUE COUNTY, IOWA SEC 11-88-2E E LINE NW1/4 NW1/4 PAGE 1 OF 1 N87°20'18"E 1319.44' 50.02' S01°49'50"E 219.10' S86°38'25"W 177.83'' N86°38'25"E BE VACATED EASEMENT TO PORTION OF P.O.B. OF THELINE SW ARTERIAL EXISTING R-O-W 0 SCALE 150 300 S01°49'50"E 388.33' 65.69' N37°04'24"E Prepared by: Robert D. Schiesl, Assistant City Engineer, City of Dubuque, City Hall, 50 W 13 th Street, Dubuque, Iowa 52001 Return to: Robert D. Schiesl, Assistant City Engineer, City of Dubuque, City Hall, 50 W 13th Street, Dubuque, Iowa 52001 Partial Disclaimer of Interest in Realty Parcel 151 - Knepper Project No. HDP䇲㻞㻝㻜㻜㻌㻔㻢㻢㻣㻕䇲䇲㻣㻝䇲㻟㻝 CITY OF DUBUQUE PARTIAL DISCLAIMER OF INTEREST IN REALTY County Dubuque Project No.HDP-2100 (667)--71-31 Agreement No.U-BP-PP05-2017-667-71-31 BP Pipelines (North America) Inc., a Maine corporation, with principle office located at 30 South Wacker, 10S-322, Chicago, Illinois 60606, has certain interests and rights to an easement granted to Standard Oil Company on May 30, 1946, and recorded July 26, 1946, in Book L36, Page 97, in the office of the Dubuque County Recorder and shown on Exhibit "E2" attached does hereby relinquish all rights granted to said corporation to the portions of existing easement to be vacated as shown on attached Exhibit "E2." Executed by the Company this __________ day of ________________, 2017. BP PIPELINES (NORTH AMERICA) INC. By ____________________________________ (Signature) ______________________________ (Print Name) ______________________________ State of __________________(Print Title) County of ________________: ss. On this day of , 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared and to me personally known, who, being duly sworn, did say that they are the and , respectively, of said corporation; that (no seal has been procured by the said) (the seal affixed thereto is the seal of said) corporation; that said instrument was signed (and sealed) on behalf of said corporation by authority of its Board of Directors; and that they, as such officers, acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily executed. (SEAL)(Sign in Ink) (Type/Print Name) Notary Public for said State EXHIBIT E2 K N E P P E R L A N E 0 SCALE 150 300 SEC 11-88-2E NW1/4 NW1/4 N87°20'18"E 2638.87' PAGE 1 OF 1 PLAT SHOWING PORTION OF EXISTING BP PIPELINES (NORTH AMERICA) INC. (GRANTED TO STANDARD OIL COMPANY ON MAY 30, 1946) EASEMENT TO BE VACATED SOUTHWEST ARTERIAL CITY OF DUBUQUE, DUBUQUE COUNTY, IOWA BE VACATED EASEMANT TO PORTION OF P.O.B. OF THE SEC 11-88-2E N LINE NW1/4 NW1/4 FD SCM SEC 11-88-2E NW COR N87°20'18"E 1319.44' SEC 11-88-2E NE1/4 NW1/4 W LINE EXHIBIT E2 S01°49'50"E 388.33' FD SCM SEC 11-88-2E N1/4 COR LINE EXISTING R-O-W LINE DUBUQUE BY THE CITY OF EASEMENT OWNED WIDE PERMANENT EXISTING 30' BP EASEMENT EXISTING 50-FOOTN01°49'50"W 50.02' SEC 11-88-2E E1/2 NW1/4 W 32' OF THE SEC 11-88-2E THE NE1/4 NW1/4 E 39 ACRES OF 32.03' N85°49'18"E S01°49'50"E 50.02' 32.03' S85°49'18"W Prepared by: Robert D. Schiesl, Assistant City Engineer, City of Dubuque, City Hall, 50 W 13th Street, Dubuque, Iowa 52001 Return to: Robert D. Schiesl, Assistant City Engineer, City of Dubuque, City Hall, 50 W 13th Street, Dubuque, Iowa 52001 Partial Disclaimer of Interest in Realty Parcel 161 - Reuter Project No. HDP䇲㻞㻝㻜㻜㻌㻔㻢㻢㻣㻕䇲䇲㻣㻝䇲㻟㻝 CITY OF DUBUQUE PARTIAL DISCLAIMER OF INTEREST IN REALTY County Dubuque Project No.HDP-2100 (667)--71-31 Agreement No.U-BP-PP05-2017-667-71-31 BP Pipelines (North America) Inc., a Maine corporation, with principle office located at 30 South Wacker, 10S-322, Chicago, Illinois 60606, has certain interests and rights to an easement granted to Standard Oil Company on May 28, 1946, and recorded July 26, 1946, in Book L36, Page 100, in the office of the Dubuque County Recorder and shown on Exhibit "E3" attached does hereby relinquish all rights granted to said corporation to the portions of existing easement to be vacated as shown on attached Exhibit "E3." Executed by the Company this __________ day of ________________, 2017. BP PIPELINES (NORTH AMERICA) INC. By ____________________________________ (Signature) ______________________________ (Print Name) ______________________________ State of __________________(Print Title) County of ________________: ss. On this day of , 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared and to me personally known, who, being duly sworn, did say that they are the and , respectively, of said corporation; that (no seal has been procured by the said) (the seal affixed thereto is the seal of said) corporation; that said instrument was signed (and sealed) on behalf of said corporation by authority of its Board of Directors; and that they, as such officers, acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily executed. (SEAL)(Sign in Ink) (Type/Print Name) Notary Public for said State EXHIBIT E3 K N E P P E R L A N E 0 SCALE 150 300 SEC 11-88-2E NW1/4 NW1/4 N87°20'18"E 2638.87' PAGE 1 OF 1 PLAT SHOWING PORTION OF EXISTING BP PIPELINES (NORTH AMERICA) INC. (GRANTED TO STANDARD OIL COMPANY ON MAY 28, 1946) EASEMENT TO BE VACATED SOUTHWEST ARTERIAL CITY OF DUBUQUE, DUBUQUE COUNTY, IOWA BE VACATED EASEMANT TO PORTION OF P.O.B. OF THE SEC 11-88-2E N LINE NW1/4 NW1/4 FD SCM SEC 11-88-2E NW COR N87°20'18"E 1319.44' SEC 11-88-2E NE1/4 NW1/4 W LINE EXHIBIT E3 S01°49'50"E 388.33' FD SCM SEC 11-88-2E N1/4 COR LINE DUBUQUE BY THE CITY OF EASEMENT OWNED WIDE PERMANENT EXISTING 30' BP EASEMENT EXISTING 50-FOOT N01°49'50"W 50.02' 60.10' S37°55'02"E 495.88' S85°49'18"W SEC 11-88-2E E1/2 NW1/4 W 32' OF THE SEC 11-88-2E THE NE1/4 NW1/4 E 39 ACRES OF EASEMANT TO BE VACATED P.O.B. OF THE PORTION OF 460.44' N85°49'18"E 32.03 N85°49'18"E SW ARTERIAL R-O-W LINE PRESENT NE'LY 1 Prepared by: Robert D. Schiesl City Hall 50 W 13th Street Dubuque Iowa 52001 Phone: 563.589.4270 Return to: Robert D. Schiesl City Hall 50 W 13th Street Dubuque Iowa 52001 Phone: 563.589.4270 GRANT OF PERMANENT EASEMENT For and in consideration of the sum of ONE DOLLAR ($1.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, CITY OF DUBUQUE, IOWA (City), owner of the following described property in Dubuque County, State of Iowa, does hereby grant, sell and convey to the BP PIPELINES (NORTH AMERICA) INC. (Company), a Maine corporation, its agents and contractors, from the date hereof, permanent easement for the purpose, from time to time, of constructing, operating, inspecting, maintaining, protecting, marking, repairing, replacing, changing the size of, and removing a pipeline or pipelines, and appurtenances, equipment, and facilities useful or incidental to or for the operation or protection thereof, for the transportation of oil, gases, liquids, solids, or any mixtures thereof, upon and along a route on, under and through the following described land located in Dubuque, Iowa, to wit: A PARCEL OF LAND SITUATED IN PART OF LOT A OF LOT 2 OF THE EAST 39 ACRES OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4 AND OF THE WEST 1 ACRE OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4, ALL IN SECTION 11, T88N, R2E OF THE 5TH P.M., COUNTY OF DUBUQUE, STATE OF IOWA AND A PARCEL OF LAND SITUATED IN PART OF LOT A OF THE NORTHWEST 1/4 OF THE NORTHWEST 1/4 AND LOT B OF THE NORTHWEST 1/4 OF THE NORTHWEST 1/4, ALL IN SECTION 11, T88N, R2E OF THE 5TH P.M., COUNTY OF DUBUQUE, STATE OF IOWA AND A PARCEL OF LAND SITUATED IN PART OF LOT A OF LOT 1 OF THE EAST 39 ACRES OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4, AND OF LOT 1 OF THE EAST 39 ACRES OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, AND OF THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4, AND OF LOT 1 OF 1 OF 1 OF 1 OF 1 OF THE NORTHWEST 1/4 OF THE SOUTHEAST 1/4, ALL IN SECTION 11, T88N, R2E OF THE 5TH P.M., COUNTY OF DUBUQUE, STATE OF IOWA as more particularly shown on the Permanent Easement Exhibit “F1” attached hereto. EXHIBIT F 2 WHEREAS, the City and the Iowa Department of Transportation (hereafter Iowa DOT), desires to construct a highway known as US Highway 52 / Southwest Arterial (hereafter Project) on part of the land subject to the Grant of Permanent Easement of Company and subject to the terms and conditions of the executed Subordination of Easement Agreement, and; WHEREAS, the City and Company have previously entered into a reimbursement and relocation agreement whereby the City agreed to reimburse and the Company agreed to relocate certain facilities, and; WHEREAS, the City has agreed to provide the Company with a replacement utility easement as more particularly shown on the Permanent Easement Exhibit “F1” attached hereto, and; WHEREAS, the City and Iowa DOT shall have the rights to use all that part of the land above the top of the Company facilities for the purposes of constructing and maintaining the highway, and for any other lawful purposes, and; WHEREAS, the Company may, subject to the reasonable requirements of the Iowa Department of Transportation Utility Accommodation Policy have access to its facilities for purposes of reasonable operation, maintenance and/or repair, and; WHEREAS, the City, the Iowa DOT and Company shall respectfully notify the other in advance of construction, repair and maintenance activities on or adjacent to the land described in Exhibit “F1”. To have and to hold in perpetuity, and the undersigned does hereby expressly covenant that it is the owner in fee of said real estate and has good right to execute this Grant of Permanent Easement, and that Company, its agents or contractors, subject to the reasonable requirements of the Iowa Department of Transportation Utility Accommodation Policy have access to its facilities from and over said real estate for the purpose of this Grant of Permanent Easement. Executed by the City of Dubuque this ___________ day of ______________, 2017. CITY OF DUBUQUE By ____________________________________ (Signature) ____________________________________ (Print Name) ____________________________________ (Print Title) NOTARY PUBLIC STATE OF IOWA, COUNTY OF DUBUQUE, SS: On this day of , 2017 before me, the undersigned, a Notary Public in and for said County, in said State, personally appeared , owner, to me known to be the identical person named in and who executed the within and foregoing instrument, to which this is attached, and acknowledged that she executed the same as her voluntary act and deed. ______________________________ Notary Public In and For Said State EXHIBIT F1 BP REPLACEMENT EASEMENT 3UHSDUHGE\5REHUW6FKLHVO&LW\RI'XEXTXH2IILFHRI&LW\(QJLQHHU:WK6WUHHW'XEXTXH,$ 5HWXUQWR5REHUW6FKLHVO&LW\RI'XEXTXH2IILFHRI&LW\(QJLQHHU:WK6WUHHW'XEXTXH,$ +LJKZD\'LYLVLRQ 6WDWHZLGH2SHUDWLRQV%XUHDX 68%25',1$7,212)($6(0(17$*5((0(17 &RXQW\ 'XEXTXH 3URMHFW1R +'3ǦǦǦǦ &RQWUDFW1R8%333 7+,6$*5((0(17PDGHDQGHQWHUHGLQWRWKLVBBBBBGD\RIBBBBBBBBBBBBE\DQGEHWZHHQ WKH6WDWHRI,RZD,RZD'HSDUWPHQWRI7UDQVSRUWDWLRQ+LJKZD\'LYLVLRQKHUHDIWHU,RZD'27DQG%3 3LSHOLQHV1RUWK$PHULFD,QFD0DLQHFRUSRUDWLRQDFRUSRUDWLRQZLWKRIILFHVLQ&KLFDJR,OOLQRLV KHUHDIWHU&RPSDQ\ :+(5($6WKH&RPSDQ\LVWKHRZQHURIWKH:KLWLQJ'XEXTXHSLSHOLQHIDFLOLW\E\YLUWXHRIWKRVH FHUWDLQHDVHPHQWULJKWVH[HFXWHGE\ x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x 3DUFHO1R$:DUUDQW\'HHGRU(DVHPHQWIRU3XEOLF+LJKZD\JUDQWHGE\-RKQ/.QHSSHU DVSHUDJUHHPHQWGDWHG-XO\UHFRUGHG-XO\DV,QVWUXPHQWQXPEHU EHLQJDSDUFHORIODQGLQLot A of Lot 2 of the East 39 Acres of the Northeast 1/4 of the Northwest 1/4 and of the West 1 Acre of the Northeast 1/4 of the Northwest 1/4DOOLQ6HFWLRQ 715(RIWKHWK30'XEXTXH&RXQW\,RZDDQG x 3DUFHO1RWKURXJKHPLQHQWGRPDLQSURFHHGLQJVKHOGRQ$XJXVWQGIRU3XEOLF+LJKZD\ DVRUGHUHGE\WKHFRXUWIRU:LOOLDP-.UHVVDVUHFRUGHG2FWREHUDV,QVWUXPHQWQXPEHU EHLQJDSDUFHORIODQGLQLot A of the Northwest 1/4 of the Northwest 1/4 and Lot B of the Northwest 1/4 of the Northwest 1/4DOOLQ6HFWLRQ715(RIWKHWK30'XEXTXH &RXQW\,RZDDQG x 3DUFHO1RWKURXJKHPLQHQWGRPDLQSURFHHGLQJVKHOGRQ$XJXVWUGIRU3XEOLF+LJKZD\ DVRUGHUHGE\WKHFRXUWIRU(OL]DEHWK5HXWHUDVUHFRUGHG2FWREHUDV,QVWUXPHQWQXPEHU EHLQJDSDUFHORIODQGLQLot A of Lot 1 of the East 39 Acres of the Northeast 1/4 of the Northwest 1/4, and of Lot 1 of the East 39 Acres of the Southeast 1/4 of the Northwest 1/4, and of the Southwest 1/4 of the Northeast 1/4DQGRI/RWRIRIRIRIRIWKH1RUWKZHVW RIWKH6RXWKHDVWDOOLQ6HFWLRQ715(RIWKHWK30'XEXTXH&RXQW\,RZDDQG :+(5($6WKH&LW\DQGWKH&RPSDQ\KDYHSUHYLRXVO\HQWHUHGLQWRDUHLPEXUVHPHQWDQGUHORFDWLRQ DJUHHPHQWZKHUHE\WKH&LW\DJUHHGWRUHLPEXUVHDQGWKH&RPSDQ\DJUHHGWRUHORFDWHFHUWDLQSLSHOLQHV DQG :+(5($6LWLVWKHLQWHQWRIWKH&LW\WKH,RZD'27DQGWKH&RPSDQ\WKDWWKH&RPSDQ\VXERUGLQDWH FHUWDLQVSHFLILHGULJKWVRILWVHDVHPHQWVZLWKLQWKHODQGDFTXLUHGE\WKH&LW\IRUVDLGSURMHFWVRWKDWWKH ,RZD'27PD\HQMR\VDLGODQGIRUKLJKZD\SXUSRVHVDQG EXHIBIT G 2 WHEREAS, it is the intent of the Iowa DOT and the Company that the Company continue to enjoy its existing easement rights within the subsurface of the land acquired by the City for said project, subject to the restrictions specified herein. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is agreed by and between the parties hereto as follows: 1. The Company does hereby subordinate, relinquish and convey to the Iowa DOT all of its rights, title and interest by virtue of its easements in and to those parcels of land as shown on the plats attached as Exhibits “G1, G2”, acquired in 2011 and 2016 as right of way for US Highway 52 / Southwest Arterial, Project No. HDP‐2100 (667)‐‐71‐31 and located at approximate Sta. 263+57 and referenced as the Company's Whiting-Dubuque pipeline, excepting and reserving to the Company, its successors and assigns, all rights below the top of pipe in 50-foot utility easement corridor centered on the 10-inch pipeline, including but not limited to the right to construct, operate and maintain, repair or replace the pipeline. 2. The Iowa DOT shall have the rights to use all that part of the land above the top of the pipeline for the purpose of constructing and maintaining the highway, and for any other lawful purposes. 3. The Company may, subject to the reasonable requirements of the Iowa Department of Transportation Utility Accommodation Policy have access to its facilities for purposes of reasonable operation, maintenance and/or repair. 4. The Iowa DOT and Company shall respectfully notify the other in advance of construction, repair and maintenance activities on or adjacent to the land described in Exhibit “G2”. 5. A material aspect of the consideration of this agreement is the performance of the parties hereto, to their respective obligations as specified in that certain "Agency Utility Relocation Agreement", adopted herein by reference, executed the (insert date reimbursement agreement was executed). 6. This agreement shall inure to and be binding upon the successors and assigns of the parties hereto. 3 IN WITNESS WHEREOF the Parties hereto have caused this agreement to be executed by their duly authorized officers on the dates below indicated. Executed by the Company this _______ day of ____________________, 17 BP Pipelines (North America) Inc. BY: (Type/Print Name) (Title) STATE OF ) )SS: COUNTY OF ) On this day of , 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared to me personally known, who, being duly sworn, did say that he/she is the of said corporation; that (no seal has been procured by the said) (the seal affixed thereto is the seal of said) corporation; that said instrument was signed (and sealed) on behalf of said corporation by authority of its Board of Directors; and that they, as such officers, acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily executed. (SEAL) (Sign in Ink) (Type/Print Name) Notary Public for said State Executed by the Iowa Department of Transportation this _______ day of ___________________, 2017 STATE OF IOWA IOWA DEPARTMENT OF TRANSPORTATION By Bryan Bradley, State Utility Engineer Office of Traffic and Safety STATE OF IOWA ) )SS: COUNTY OF STORY ) This instrument was acknowledged before me on this _______ day of ____________________, 2017, by Bryan Bradley, as State Utility Engineer, Office of Traffic and Safety of the Iowa Department of Transportation. _________________________________________ Notary Public in and for said State REVISION DESCRIPTIONNO. REV.DATE US Pipelines & Logistics PREPARED BY: x x EXHIBIT G1 BP REPLACEMENT EASEMENT E1 E3 E2 REPLACEMENT EASEMENT EXISTING EASEMENT EXISTING EASEMENT BP REPLACEMENT EASEMENT BP EXISTING EASEMENT TO REMAIN E1 VACATE EASEMENT - KRESS E2 VACATE EASEMENT - KNEPPER E3 VACATE EASEMENT - REUTER EXHIBIT G2 BP REPLACEMENT EASEMENT iiiiioiiiiiiiiiiiiiii1IIIIIIllI1l111111iosiii111111ii1t11111 11 Doc ID 010351210003 Type GEN Kind: SUBORDINATION AGREEMENT Recorded: 09/12/2019 at 01:48:32 PM Fee Amt: $17.00 Page 1 of 3 Dubuque County Iowa John Murphy Recorder File2019-00010853 Prepared by: Robert Schiesl, City of Dubuque, Office of City Engineer, 50 W 13th Street, Dubuque IA 52001 563-589-4270 Return to: Robert Schiesl, City of Dubuque, Office of City Engineer, 50 W 13th Street, Dubuque IA 52001 563-589-4270 Iowa Department of Transportation Highway Division Statewide Operations Bureau SUBORDINATION OF EASEMENT AGREEMENT County Dubuque Project No. HDP -2100 (667)--71-31 Contract No. U-BP-PP05-2017-667-71-31 THIS AGREEMENT, made and entered into this 11th day of June , 2019, by and between the State of Iowa, Iowa Department of Transportation, Highway Division (hereafter Iowa DOT), and BP Pipelines (North America) Inc., a Maine corporation, a corporation, with offices in Chicago, Illinois 60606, (hereafter Company); WHEREAS, the Company is the owner of the Whiting -Dubuque pipeline facility by virtue of those certain easement rights, executed by • City of Dubuque, Grant of Permanent Easement agreement dated the 2nd day of December , 2018, recorded the 5th day of December , 2018, filed as Instrument number 2018-00014333 for record in the Office of the Dubuque County Recorder, City of Dubuque, Iowa; WHEREAS, the City of Dubuque (hereafter City) and the Iowa DOT desires to construct a highway known as US Highway 52 / Southwest Arterial on part of the land subject to the easement of the Company and further desires the Company to subordinate certain of its easement rights to the Iowa DOT and; WHEREAS, the City has acquired right of way for said project including land upon which the Company holds an easement including • Parcel No. 151A, Warranty Deed (or) Easement for Public Highway granted by John L. Knepper, as per agreement dated July 13, 2011, recorded July 14, 2011 as Instrument number 2011- 000099005, being a parcel of land in Lot A of Lot 2 of the East 39 Acres of the Northeast 1/4 of the Northwest 1/4 and of the West 1 Acre of the Northeast 1/4 of the Northwest 1/4, all in Section 11, T88N, R2E of the 5th P.M., Dubuque County, Iowa, and • Parcel No. 152, through eminent domain proceedings held on August 2nd, 2016 for Public Highway as ordered by the court for William J. Kress, as recorded October 18, 2016 as Instrument number 2016-00013928, being a parcel of land in Lot A of the Northwest 1/4 of the Northwest 1/4 and Lot B of the Northwest 1/4 of the Northwest 1/4, all in Section 11, T88N, R2E of the 5th P.M., Dubuque County, Iowa, and • Parcel No. 161, through eminent domain proceedings held on August 3rd, 2016 for Public Highway as ordered by the court for Elizabeth Reuter, as recorded October 18, 2016 as Instrument number 2016-00013927, being a parcel of land in Lot A of Lot 1 of the East 39 Acres of the Northeast 1/4 of the Northwest 1/4, and of Lot 1 of the East 39 Acres of the Southeast 1/4 of the Northwest 1/4, and of the Southwest 1/4 of the Northeast 1/4, and of Lot 1 of 1 of 1 of 1 of 1 of the Northwest 1/4 of the Southeast 1/4, all in Section 11, T88N, R2E of the 5th P.M., Dubuque County, Iowa, and WHEREAS, the City and the Company have previously entered into a reimbursement and relocation agreement whereby the City agreed to reimburse and the Company agreed to relocate certain pipelines, and WHEREAS, it is the intent of the City, the Iowa DOT and the Company that the Company subordinate certain specified rights of its easements within the land acquired by the City for said project, so that the Iowa DOT may enjoy said land for highway purposes, and 1 CA o4 b 0.0o � nor WHEREAS, it is the intent of the Iowa DOT and the Company that the Company continue to enjoy its existing easement rights within the subsurface of the land acquired by the City for said project, subject to the restrictions specified herein. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is agreed by and between the parties hereto as follows: 1. The Company does hereby subordinate, relinquish and convey to the Iowa DOT all of its rights, title and interest by virtue of its easements in and to those parcels of land as shown on the plats attached as Exhibits "G1, G2", acquired in 2011 and 2016 as right of way for US Highway 52 / Southwest Arterial, Project No. HDP -2100 (667)--71-31 and located at approximate Sta. 263+57 and referenced as the Company's Whiting -Dubuque pipeline, excepting and reserving to the Company, its successors and assigns, all rights below the top of pipe in 50 -foot utility easement corridor centered on the 10 -inch pipeline, including but not limited to the right to construct, operate and maintain, repair or replace the pipeline. 2. The Iowa DOT shall have the rights to use all that part of the land above the top of the pipeline for the purpose of constructing and maintaining the highway, and for any other lawful purposes. 3. The Company may, subject to the reasonable requirements of the Iowa Department of Transportation Utility Accommodation Policy have access to its facilities for purposes of reasonable operation, maintenance and/or repair. 4. The Iowa DOT and Company shall respectfully notify the other in advance of construction, repair and maintenance activities on or adjacent to the land described in Exhibit "G2". 5. A material aspect of the consideration of this agreement is the performance of the parties hereto, to their respective obligations as specified in that certain "Agency Utility Relocation Agreement", adopted herein by reference, executed the 8th day of August , 2017. 6. This agreement shall inure to and be binding upon the successors and assigns of the parties hereto. 2 IN WITNESS WHEREOF the Parties hereto have caused this agreement to be executed by their duly authorized officers on the dates below indicated. Executed by the Company this Q S TN day of April , 2019. STATE OF Illinois COUNTY OF Cook : ss. On this /6 day of April and for said State, personally appeared BP PIPELINES (NORTH AMERICA) INC. By (Signature) eeeGLI (Print Name) (Print Title) , 2019, before me the undersigned, a Notary Public in Cl Matei to me personally known, who, being duly sworn, did say that they are the Pf i'e/¢,a of / Pita- it:AR-S 1 tl14j , respectively, of said corporation; that (no seal has been procured by the said) (the seal affixed thereto is the seal of said) corporation; that said instrument was signed (and sealed) on behalf of said corporation by authority of its Board of Directors; and that they, as such officers, acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily executed. (SEAL) OFFICIAL SEAL BLAKE PATRICK NOTARY PUBLIC - STATE OF ILLINOIS MY COMMISSION EXPIRES:10105122 (Sign in Ink) (Type/Print Name) Notary Public for said State State of Iowa ss County of Story Executed by the Department this ( 1 day of By tit I<'1 , 2019 STATE OF IOWA IOWA DEPARTMENT OF TRANSPORTATION Martin nkey, Director 0 '` e of Right of Way State of Iowa This instrument was acknowledged before me on this / / day of -;1 - , 2019, by Martin J. Sankey, as Director, Office of Right of Way of the Iowa Department of Transportation. 1 1 ��'ANDERSON ;ComE nission Number 710534 ' ' My Commission Expires o. February 18, 2021 No`fary Public in and for said State