HomeMy WebLinkAboutContract 53515 AP CITY CRETARY
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° REIMBURSEMENT AGREEMENT
1
T141S AGREEMENT ("Reimbursement Agreement"), made and entered into as of the
23rd day of August, 2019, by and between BARNETT GATHERING LLC, a limited liability
company whose mailing address is 22777 Springwoods Village Parkway, Spring, Texas 77389 -
1425 ("BG") and THE CITY OF FORT WORTH ("City") whose mailing address is 200 Texas
Street, Fort Worth, Texas, 76102 (individually referred to as "Party" and jointly as "Parties").
All exhibits attached hereto are incorporated within this Reimbursement Agreement as if copied
in full.
WITNESSETH THAT:
WHEREAS, the City was granted a variable wide permanent easement for a sanitary
sewer line in Tarrant County, Texas under the authority terms and conditions set forth in that
certain easement recorded in Instrument Number D209231475 of the Official Public Records of
Tarrant County, Texas;
WHEREAS, the City was granted a 45-foot wide permanent easement for a sanitary
sewer line in Tarrant County, Texas under the authority terms and conditions set forth in that
certain easement recorded in Instrument Number D210058052 of the Official Public Records of
Tarrant County, Texas;
WHEREAS, the City was granted a variable wide temporary construction easement for
construction of a sanitary sewer line in Tarrant County, Texas under authority terms and
conditions set forth in that certain easement recorded in Instrument Number D217020228 of the
Deed Records of Tarrant County, Texas;
WHEREAS, an affiliated entity of BG was granted an Easement, dated March 30, 2005,
recorded in Instrument Number D205085485 of the Plat Records of Tarrant County, Texas and
another Pipeline Right of Way and Easement, dated March 29, 2006, recorded in Instrument
Number D206088785 of the Deed Records of Tarrant County, Texas. ("Pipeline ROW
Agreements");
WHEREAS, BG has installed its pipeline in and across the above described rights of
ways acquired in the Pipeline ROW Agreements, (the "Premises") the design of which is more
particularly described in the attached Exhibit"A" ("Facilities");
WHEREAS, City is in the process of locating utilities through the Premises
("Development"), which affects BG's present Facilities within a portion of said Premises;
WHEREAS, the proposed Development will interfere with the present location of BG's
existing Facilities, and because the Facilities were located through the Premises before the City's
Development,the City is responsible for the cost of the relocation; ----
sr„ y ` of 7`'' f
Execution Copy 3/22/19 Barnett Gathering LLC and CFW Reimbursement Agreement -
WHEREAS, City has requested that BG relocate its existing Facilities to provide for
Development and enter into this Reimbursement Agreement with City providing for such
relocation and for the reimbursement to BG of the expenses BG incurs in accommodating City's
requested relocation of said Facilities as and to the extent provided below; and
WHEREAS, with the permission of BG's affiliated entity, BG will perform the relocation
of its existing Facilities in one phase, including any necessary survey, right of way services,
engineering, cost estimation work as outlined in the attached Exhibit `B" and including the
actual relocation of the Facilities in accordance with an approved engineering design, which will
be relocated in accordance with Exhibit B;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements hereinafter set forth, it is agreed by and between the Parties hereto as follows:
1. This Reimbursement Agreement for the reimbursement of costs that BG incurs in
the actual relocating of its Facilities as made necessary by City, which affects BG's present
Facilities within a portion of said Premises. The Facilities will be relocated in accordance with
Exhibit B. The City will reimburse BG in accordance with Exhibit B. It will be necessary for
BG to do certain survey, engineering and surface site procurement to determine the components
to be covered by this Reimbursement Agreement. Accordingly, City and BG have agreed to
implement this Reimbursement Agreement to cover the payment by City of the costs outlined in
Exhibit B and expenses to be incurred by BG in causing a survey of the area and Facilities to be
affected by City's request, in having preliminary engineering and cost estimate prepared, final
engineering design and relocation of the Facilities.
2. City shall pay to BG a set amount of Eighty-Five Thousand Dollars and No Cents
($85,000.00) for costs and expenses incurred in connection with the preliminary survey,
preliminary engineering, cost estimate, final engineering design and relocation of the Facilities in
accordance with Exhibit B. City shall not be obligated for the reimbursement of any amount
over$85,000.00.
3. BG will be paid under this Reimbursement Agreement within Thirty (30) days
upon City's receipt of an invoice evidencing the completion of work performed and the City's
receipt of the as built drawings required under this Reimbursement Agreement. BG will
complete all work no later than September 27, 2019. If BG does not complete all work by this
date, City may extend the completion date in 30 day increments, but BG shall use its best efforts
to accommodate the City's construction schedule for the Development.
4. BG agrees to notify City's Water Department field operation staff within in 48
hours of before beginning any work on the Premises and will coordinate the work as may be
requested by City.
5. BG will submit as built drawings for the relocated Facilities within 60 days of
completion of the work. BG will also submit the City an affidavit of bills paid in a form
acceptable to City.
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Execution Copy 3/22/19 Barnett Gathering LLC and CFW Reimbursement Agreement
6. BG and City agree that any future construction or relocation shall not be subject
to the terms and conditions of this Reimbursement Agreement and will be negotiated based on
the facts and circumstances in place at that time.
7. BG anticipates all work can be done within the Premises; however, upon request
by BG, City may grant, to the extent that it has the right to do so, any necessary temporary
workspace City has the rights to for the relocation of the Facilities under this Reimbursement
Agreement. BG shall be required to coordinate any work on temporary workspace granted under
this section.
8. Nothing herein constitutes a waiver of the City's sovereign immunity.
9. BG agrees that the City shall, until the expiration of three (3) years after final
payment under this Reimbursement Agreement, have access to and the right to examine any
directly pertinent books, documents, papers and records (records) of BG involving transactions
relating to this Reimbursement Agreement. The place and time of all audits must be reasonable
and agreed to by both Parties. The City shall give BG reasonable advance notice of intended
audits. BG shall include in any subcontracts a clause similar to this. The City can obtain a copy
of any of BG's audits of it contractors related to the relocation activities hereunder.
10. The person signing this Reimbursement Agreement for BG hereby warrants that
BG has secured the legal right to the Premises; that he or she has the legal authority to execute
this Reimbursement Agreement on behalf of his or her respective Party; and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the
entity. City is fully entitled to rely on this warranty and representation in entering into this
Reimbursement Agreement.
11. This written instrument (together will all exhibits) constitutes the entire
understanding between the Parties, and any prior or contemporaneous, oral or written agreement
that purports to vary from the terms hereof shall be void, but only as it relates to the work
performed under this Reimbursement Agreements. This Reimbursement Agreement does not
replace or supersede the Pipeline ROW Agreements. This Reimbursement Agreement may only
be amended via written instrument signed by both Parties and dated after the execution date of
this Reimbursement Agreement, provided, however that the Parties agree that any applicable
changes in local, state, or federal laws, rules, or regulations that may occur during the term of
this Reimbursement Agreement shall be automatically incorporated into this Reimbursement
Agreement without written amendment hereto and shall become part hereof as of the effective
date of the law, rule, or regulation.
12. BG will carry adequate insurance to cover any and all liabilities associated with
the work being done under this Reimbursement Agreement and will contract with its contractors
to do the same.
13. This Agreement shall inure and be binding upon the successors and assigns of the
Parties hereto.
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Execution Copy 3/22/19 Barnett Gathering LLC and CFW Reimbursement Agreement
14. BG SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST
LIABILITY FOR ANY DAMAGE COMMITTED BY BG OR BG'S AGENTS,
CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH BG
EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR
RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT,
INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS
REASONABLE ATTORNEY'S FEES IN PROPORTION TO BG'S LIABILITY.
15. The law of the State of Texas shall govern the validity of this Reimbursement
Agreement, its interpretation and performance, and any other claims related to it. The venue for
any litigation related to this Reimbursement Agreement shall be Tarrant County, Texas.
16. BG shall at all times observe and comply with all federal and State laws and
regulations and with all City ordinances and regulations which in any way affect this
Reimbursement Agreement and the work hereunder, and shall observe and comply with all
orders, laws ordinances and regulations which may exist or may be enacted later by governing
bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or
ignorance thereof shall be considered. BG agrees to defend, indemnify and hold harmless City
and all of its officers, agents and employees from and against all claims or liability arising out of
the violation of any such order, law, ordinance, or regulation, whether it be by itself or its
employees.
17. BG shall verify the identity and employment eligibility of its employees who
perform work under this Reimbursement Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, BG shall provide City with copies of
all I-9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. BG shall adhere to all Federal and State laws as well as establish
appropriate procedures and controls so that no services will be performed by any BG employee
who is not legally eligible to perform such services. BG SHALL INDEMNIFY CITY AND
HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE
TO VIOLATIONS OF THIS SECTION BY BG, BG'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to BG, shall
have the right to immediately terminate this Agreement for violations of this provision by
ENGINEER.
18. BG acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Reimbursement Agreement, BG certifies that BG'S
signature provides written verification to the City that BG. (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the contract.
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Execution Copy 3/22/19 Barnett Gathering LLC and CFW Reimbursement Agreement
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day
and year first above written.
"BG"
BARNETT GATHERING, LLC
By: ,�Cti1-1`
Name (Print) : _ {�,T1 lm j M .tr i--,.,s
Title:
44city°°
CITY OF FORT WORTH
By: �&U LbA
Name (Print : a B doff
L • J Title: Interim Assistant City Manager OR
ATTEST: (];
By:
Ma&Kay-sekA
City Secretary ...
Form 1295 Certification No. Not Required
M&C: No: 19-0298
Date: 11/12/2019
APPROVED AS TO FORM AND LEGALITY:
By:
Matt Murray
Assistant City Attorney
CONTRACT COMPLIANCE MANAGER:
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name: Tony Sholola 0 F F CUAR., '. FC(';OR,,.)
Title: Water Department Sr. Capital Projects Officer
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F`I"n WORY�H' 77
Execution Copy 3/22/19 Barnett Gathering LLC and CFW Reimbursement Agreement
STATE OF TEXAS §
§
COUNTY OF o §
The f regoing instrument as ackn wledged before me on this day of February,
2020, by jAeO ,
for Barnett Gathering, LLC, a Texas limited liability company,
on behalf of said limited liability company.
o PRv e, GAYE f NNE HAWKINS Notary Publ'
* * Notary Public,State of TexaslO �D� /
Na Q� Comm.Expires My Commission Expires (
Notary ID 12812584-8 12584-8
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the day of
20),P , by Dana Burghdoff, Interim Assistant City Manager of the City of Fart W,4fr th, a
Texas home rule municipality, on behalf of said City of Fort Worth.
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(S E ' MARIAS SANC;5i6�9 My Notary ID#22G ".,.v:.
' Not y Public
E10163 December 79 207.
My ommission Expires 4
Return This Instrument To:
City of Fort Worth
Water Department
Attn: John Lopez
200 Texas Street
Fort Worth,Texas 76102
With a Copy To:
Barnett Gathering, LLC
Attn. Laura Mamazza
110 West 7th Street
Fort Worth,Texas 76102
Execution Copy 3/22/19 Barnett Gathering LLC and CFW Reimbursement Agreement
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Exhibit "B"
BARNETT GATHERING LLC
810 HOUSTON STREET
FORT WORTH, TEXAS 76102
Project: Twin Mills Pig Valve Station
Work Scope: Install two 4" pig valves and on 8" pig valve in order to abandon
section of 8" pipeline for COFVV new sanitary sewer project at
Twin Mills Tie-in location.
Description: Sub Total
Survey $ 3,900
Materials $ 30,868
Labor $ 46,514
Testing $ 4,160
TOTAL $ 85,000
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCILAGENDA
FI R
DATE: 11/12/2019 REFERENCE **M&C 19- LOG NAME: 60WWDIVERSION-GAS
NO.: 0298 RELOCATIONS
CODE: C TYPE: CONSENT PUBLIC NO
NO
SUBJECT: Authorize Execution of a Reimbursement Agreement with Barnett Gathering LLC, in the
Amount of$85,000.00 for a Gas Pipeline Abandonment to Accommodate the Wastewater
Diversion from East of Eagle Mountain Lake Drainage Basin to Big Fossil Creek Drainage
Basin Project and Adopt Appropriation Ordinance (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached appropriation ordinance increasing appropriations in the Water and Sewer
Capital Projects Fund in the amount of$85,000.00 from available funds; and
2. Authorize the execution of a Reimbursement Agreement with Barnett Gathering LLC, in the
amount of $85,000.00 for two gas pipeline abandonments to accommodate the Wastewater
Diversion from East of Eagle Mountain Lake Drainage Basin to Big Fossil Project (City Project
No. C01309),
DISCUSSION:
The City's Wastewater Diversion from East of Eagle Mountain Lake Drainage Basin to Big Fossil
Creek Drainage Basin Project conflicts with the existing gas pipeline. In order for the City to construct
its project, the gas pipeline must be lowered or abandoned. The City is responsible for these costs.
Barnett Gathering LLC, has agreed to abandon the conflicting gas pipelines and the Reimbursement
Agreement is necessary to allow reimbursement of the total cost of$85,000.00. Construction for
relocation of the gas pipelines is anticipated to commence in October 2019.
Funding for the Wastewater Diversion from East of Eagle Mountain Lake Drainage Basin to Big Fossil
Creek Drainage Basin Project are depicted below by fund:
FUND Existing Kdditional Project Total*
Appropriations ppropriations
Water & Sewer
Bond 2017A - $1,133,155.00 $0.00 $1,133,155.00
Fund 56011
Water Capital -
Fund 59601 $5,207.00 $000 �[$5,207.00
Sewer Capital
Legacy - Fund $232,000.00 $0.00 $232,000.00
9607
W&S Commercial
Paper- Fund $8,403,638.00 $0.00 [$8,403,638,00
56016
W&S Capital $0,00 $85,000.00 $85,000.00
Projects - Fund
http://apps.cfwnet,org/council_packet/me—review,asp?ID=27445&councildate=11/12/2019 12/19/2019
M&C Review Page 2 of 2
56002 11
Project Total $9,774,000.00 $85,000.00 1$9,859,000.00
*Numbers rounded for presentation.
The project is located in COUNCIL DISTRICT 7.
FISCAL INFORMATIONICERTIFICATION:
The Director of Finance certifies that upon the approval of the above recommendations and adoption
of the attached appropriation ordinance, funds will be available in the current capital budget, as
appropriated, in the Water and Sewer Capital Projects Fund. Prior to any expenditure being incurred,
the Water Department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID L ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I Year Chartfield 2
Submitted for City Manager's Office by: Dana Burghdoff(8018)
Originating Department Head: Chris Harder (5020)
Additional Information Contact: Lawrence Hamilton (2626)
ATTACHMENTS
60WWDIVERSION-GASRELOCATIONS Map.PDF
http://apps.cfwnet.org/council_packet/mc review.asp?ID=27445&councildatc=l1/12/2019 12/19/2019
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